NEW YORK, Oct. 17, 2014 /PRNewswire/ --
INVESTMENT MANAGEMENT AND PERFORMANCE FEES UP 7% YEAR-OVER-YEAR
-- Assets under management up 7% year-over-year to a record $1.65 trillion
INVESTMENT SERVICES REVENUE UP 5% YEAR-OVER-YEAR
-- Assets under custody and/or administration up 3% year-over-year
CONTINUED PROGRESS ON EXPENSE CONTROL
-- Staff expense decreased 3% year-over-year
REPURCHASED 11.0 MILLION COMMON SHARES FOR $431 MILLION IN THIRD QUARTER
RETURN ON TANGIBLE COMMON EQUITY OF 26%, OR 18% ON AN ADJUSTED BASIS (a)
The Bank of New York Mellon Corporation ("BNY Mellon") (NYSE: BK) today reported third quarter net income applicable to common shareholders of $1.07 billion, or $0.93 per diluted common share, or $734 million, or $0.64 per diluted common share, adjusted for the previously disclosed gains net of litigation and restructuring charges. In the third quarter of 2013, net income applicable to common shareholders was $962 million, or $0.82 per diluted common share, or $713 million, or $0.61 per diluted common share, adjusted for the benefit related to certain tax matters net of litigation and restructuring charges. In the second quarter of 2014, net income applicable to common shareholders was $554 million, or $0.48 per diluted common share, or $715 million, or $0.62 per diluted common share, adjusted for the charge related to investment management funds and severance. (a)
"We had a strong quarter. We grew Investment Management and Investment Services fees, controlled expenses and executed on our capital plan. During the quarter, we also repositioned the Markets Group, which will improve our operating margin and return on capital. We achieved this despite a challenging environment, demonstrating the resilience of our business model and the exceptional efforts of our employees," said Gerald L. Hassell, chairman and chief executive officer of BNY Mellon.
___________________________ (a) See "Supplemental information - Explanation of GAAP and Non- GAAP financial measures" beginning on page 24 for the reconciliation of Non-GAAP measures.
CONFERENCE CALL INFORMATION
Gerald L. Hassell, chairman and chief executive officer and Thomas P. Gibbons, vice chairman and chief financial officer, along with other members of executive management from BNY Mellon, will host a conference call and simultaneous live audio webcast at 8:00 a.m. EDT on Oct. 17, 2014. This conference call and audio webcast will include forward-looking statements and may include other material information.
Persons wishing to access the conference call and audio webcast may do so by dialing (888) 677-5383 (U.S.) and (773) 799-3611 (International), and using the passcode: Earnings, or by logging on to www.bnymellon.com. Earnings materials will be available at www.bnymellon.com beginning at approximately 6:30 a.m. EDT on Oct. 17, 2014. Replays of the conference call and audio webcast will be available beginning Oct. 17, 2014 at approximately 2 p.m. EDT through Nov. 17, 2014 by dialing (800) 860-4696 (U.S.) or (203) 369-3836 (International). The archived version of the conference call and audio webcast will also be available at www.bnymellon.com for the same time period.
THIRD QUARTER 2014 FINANCIAL HIGHLIGHTS (a)
(comparisons are 3Q14 vs. 3Q13 unless otherwise stated)
-- Earnings
Earnings per share Net income applicable to common shareholders of The Bank of New York Mellon Corporation ------------------ ------------------------------------- (in millions, except per share amounts) 3Q13 3Q14 Inc(Dec) 3Q13 3Q14 Inc(Dec) ------------------------------ ---- ---- ------- ---- ---- ------- GAAP results $0.82 $0.93 $962 $1,070 Less: Gain on the sale of our investment in Wing Hang Bank Limited - 0.27 - 315 Gain on the sale of the One Wall Street building - 0.18 - 204 Add: Litigation and restructuring charges 0.01 0.16 12 183 Benefit related to the disallowance of certain foreign tax credits (0.22) - (261) - ------------------------ ----- --- ---- --- Non-GAAP results $0.61 $0.64 5% $713 $734 3% ---------------- ----- ----- --- ---- ---- ---
-- Total revenue was $4.6 billion, an increase of 22%, or a decline of 1% as adjusted (Non-GAAP). -- Investment services fees increased 5% reflecting organic growth, higher market values and net new business. -- Investment management and performance fees increased 7% reflecting higher equity markets, the impact of a weaker U.S. dollar and higher performance fees. -- Foreign exchange revenue was flat as higher volumes were offset by lower volatility. -- Sharp volume gains helped mitigate the 36% year-over-year decline in the G7 Volatility Index. -- Investment and other income, excluding the previously disclosed gains, decreased $97 million driven by lower equity revenue and seed capital gains. -- Net interest revenue decreased 7% reflecting lower asset yields and lower accretion, partially offset by higher average interest-earning assets driven by higher deposits. -- The provision for credit losses was a credit of $19 million in 3Q14. -- Noninterest expense increased 7%. Noninterest expense as adjusted (Non-GAAP) remained flat resulting from lower staff expense offset by higher professional, legal and other purchased services, the impact of a weaker U.S. dollar and the annual employee merit increase. -- Effective tax rate of 33.5%. The previously disclosed gains, litigation and restructuring charges increased the effective rate 7.1% in 3Q14. -- Assets under custody and/or administration ("AUC/A") and Assets under management ("AUM") -- AUC/A of $28.3 trillion, increased 3% primarily reflecting higher market values. -- Estimated new AUC/A wins in Asset Servicing of $115 billion in 3Q14. -- AUM of a record $1.65 trillion, increased 7% driven by higher equity market values and net new business. -- Long-term inflows totaled $13 billion in 3Q14 driven by liability-driven investments. -- Short-term inflows totaled $19 billion in 3Q14. -- Capital -- Repurchased 11.0 million common shares for $431 million in 3Q14. -- Return on tangible common equity of 26%, or 18% as adjusted (Non-GAAP).
(a) See "Supplemental information - Explanation of GAAP and Non-GAAP financial measures" beginning on page 24 for the reconciliation of Non-GAAP measures. Non-GAAP excludes M&I, litigation and restructuring charges, the gain on the sale of our investment in Wing Hang, the gain on the sale of the One Wall Street building, a charge (recovery) related to investment management funds, net of incentives and the benefit related to the disallowance of certain foreign tax credits, if applicable.
Certain immaterial reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation. Sequential growth rates are unannualized.
FINANCIAL SUMMARY
(dollars in millions, except per share amounts; common shares in thousands) 3Q14 vs. ---------------------------- -------- 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 2Q14 ---- ---- ---- ---- ---- ---- ---- Revenue: Fee and other revenue $2,979 $2,814 $2,883 $2,980 $3,851 29% 29% Income from consolidated investment management funds 32 36 36 46 39 Net interest revenue 772 761 728 719 721 -------------------- --- --- --- --- --- Total revenue - GAAP 3,783 3,611 3,647 3,745 4,611 22 23 Less: Net income attributable to noncontrolling interests related to consolidated investment management funds 8 17 20 17 23 Gain on the sale of our investment in Wing Hang - - - - 490 Gain on the sale of the One Wall Street building - - - - 346 Loss related to an equity investment (pre-tax) - (175) - - - ------------------------- --- ---- --- --- --- Total revenue - Non-GAAP 3,775 3,769 3,627 3,728 3,752 (1) 1 ------------------------ ----- ----- ----- ----- ----- --- --- Provision for credit losses 2 6 (18) (12) (19) Expense: Noninterest expense - GAAP 2,779 2,877 2,739 2,946 2,968 7 1 Less: Amortization of intangible assets 81 82 75 75 75 M&I, litigation and restructuring charges 16 2 (12) 122 220 Charge (recovery) related to investment management funds, net of incentives - - (5) 109 - Total noninterest expense - Non-GAAP 2,682 2,793 2,681 2,640 2,673 - 1 --------------------------- ----- ----- ----- ----- ----- --- --- Income: Income before income taxes 1,002 728 926 811 1,662 N/M N/M Provision for income taxes 19 172 232 217 556 -------------------------- --- --- --- --- --- Net income $983 $556 $694 $594 $1,106 Net (income) attributable to noncontrolling interests (a) (8) (17) (20) (17) (23) ----------------------------- --- --- --- --- --- Net income applicable to shareholders of The Bank of New York Mellon Corporation 975 539 674 577 1,083 Preferred stock dividends (13) (26) (13) (23) (13) ------------------------- --- --- --- --- --- Net income applicable to common shareholders of The Bank of New York Mellon Corporation $962 $513 $661 $554 $1,070 --------------------------- ---- ---- ---- ---- ------ Key Metrics: ------------ Pre-tax operating margin (b) 26% 20% 25% 22% 36% Non-GAAP (b) 29% 22% 27% 30% 29% Return on common equity (annualized) (b) 11.1% 5.7% 7.4% 6.1% 11.6% Non-GAAP (b) 8.9% 6.3% 7.8% 8.4% 8.5% Return on tangible common equity (annualized) - Non- GAAP (b) 28.3% 14.3% 17.6% 14.5% 26.2% Non-GAAP adjusted (b) 21.3% 14.3% 17.3% 18.4% 18.4% Fee revenue as a percentage of total revenue excluding net securities gains 79% 78% 79% 79% 83% Percentage of non-U.S. total revenue (c) 38% 39% 37% 38% 43% Average common shares and equivalents outstanding Basic 1,148,724 1,142,861 1,138,645 1,133,556 1,126,946 Diluted 1,152,679 1,147,961 1,144,510 1,139,800 1,134,871 Period end: ----------- Full-time employees 50,800 51,100 51,400 51,100 50,900 Book value per common share - GAAP (b) $30.80 $31.46 $31.94 $32.49 $32.77 Tangible book value per common share - Non-GAAP (b) $13.34 $13.95 $14.48 $14.88 $15.30 Cash dividends per common share $0.15 $0.15 $0.15 $0.17 $0.17 Common dividend payout ratio 18% 34% 26% 35% 18% Closing stock price per common share $30.19 $34.94 $35.29 $37.48 $38.73 Market capitalization $34,674 $39,910 $40,244 $42,412 $43,599 Common shares outstanding 1,148,522 1,142,250 1,140,373 1,131,596 1,125,710 ------------------------- --------- --------- --------- --------- ---------
(a) Primarily attributable to noncontrolling interests related to consolidated investment management funds. (b) Non-GAAP excludes M&I, litigation and restructuring charges, the gain on the sale of our investment in Wing Hang, the gain on the sale of the One Wall Street building, a charge (recovery) related to investment management funds, net of incentives and the benefit related to the disallowance of certain foreign tax credits, if applicable. See "Supplemental information - Explanation of GAAP and Non-GAAP financial measures" beginning on page 24 for the reconciliation of Non-GAAP measures. (c) Includes fee revenue, net interest revenue and income from consolidated investment management funds, net of net income attributable to noncontrolling interests. N/M - Not meaningful.
CONSOLIDATED BUSINESS METRICS
Consolidated business metrics 3Q14 vs. ----------------------------- -------- 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 2Q14 ---- ---- ---- ---- ---- ---- ---- Changes in AUM (in billions): (a) Beginning balance of AUM $1,427 $1,532 $1,583 $1,620 $1,636 Net inflows (outflows): Long-term: Equity 3 (5) (1) (4) (2) Fixed income (1) 5 - (1) - Index 2 (3) - 7 (3) Liability-driven investments (b) 27 4 20 (17) 18 Alternative investments 1 1 2 2 - --- --- --- --- --- Total long-term inflows (outflows) 32 2 21 (13) 13 Short term: Cash 13 6 (7) (18) 19 ---- --- --- --- --- --- Total net inflows (outflows) 45 8 14 (31) 32 Net market/currency impact 60 43 23 47 (22) --- --- --- --- --- Ending balance of AUM $1,532 $1,583 $1,620 $1,636 $1,646 (c) 7% 1% AUM at period end, by product type: (a) Equity 17% 17% 17% 17% 16% Fixed income 14 14 14 14 13 Index 20 20 20 21 21 Liability-driven investments (b) 26 26 27 27 28 Alternative investments 4 4 4 4 4 Cash 19 19 18 17 18 --- --- --- --- --- Total AUM 100% 100% 100% 100% 100% (c) Wealth management: ------------------ Average loans (in millions) $9,453 $9,755 $10,075 $10,372 $10,772 14% 4% Average deposits (in millions) $13,898 $14,161 $14,805 $13,458 $13,764 (1)% 2% Investment Services: -------------------- Average loans (in millions) $27,865 $31,211 $31,468 $33,115 $33,785 21% 2% Average deposits (in millions) $206,068 $216,216 $214,947 $220,701 $221,734 8% - % AUC/A at period end (in trillions) (d) $27.4 $27.6 $27.9 $28.5 $28.3 (c) 3% (1)% Market value of securities on loan at period end (in billions) (e) $255 $235 $264 $280 $282 11% 1% Asset servicing: ---------------- Estimated new business wins (AUC/A) (in billions) $110 $123 $161 $130 $115 (c) Depositary Receipts: -------------------- Number of sponsored programs 1,350 1,335 1,332 1,316 1,302 (4)% (1)% Clearing services: ------------------ Global DARTS volume (in thousands) 212 213 230 207 209 (1)% 1% Average active clearing accounts (U.S. platform) (in thousands) 5,622 5,643 5,695 5,752 5,805 3% 1% Average long-term mutual fund assets (U.S. platform) (in millions) $377,131 $401,434 $413,658 $433,047 $442,827 17% 2% Average investor margin loans (U.S. platform) (in millions) $8,845 $8,848 $8,919 $9,236 $9,861 11% 7% Broker-Dealer: -------------- Average tri-party repo balances (in billions) $1,952 $2,005 $1,983 $2,022 $2,063 6% 2% ----------------------------------- ------ ------ ------ ------ ------ --- ---
(a) Excludes securities lending cash management assets and assets managed in the Investment Services business. (b) Includes currency and overlay assets under management. (c) Preliminary. (d) Includes the AUC/A of CIBC Mellon Global Securities Services Company ("CIBC Mellon"), a joint venture with the Canadian Imperial Bank of Commerce, of $1.2 trillion at Sept. 30, 2013, Dec. 31, 2013, March 31, 2014, June 30, 2014 and Sept. 30, 2014. (e) Represents the total amount of securities on loan managed by the Investment Services business. Excludes securities for which BNY Mellon acts as agent, beginning in the fourth quarter of 2013, on behalf of CIBC Mellon clients, which totaled $62 billion at Dec. 31, 2013, $66 billion at March 31, 2014, $64 billion at June 30, 2014 and $65 billion at Sept. 30, 2014.
The following table presents key market metrics at period end and on an average basis.
Key market metrics ---------- 3Q14 vs. -------- 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 2Q14 ---- ---- ---- ---- ---- ---- ---- S&P 500 Index (a) 1682 1848 1872 1960 1972 17% 1% S&P 500 Index - daily average 1675 1769 1835 1900 1976 18 4 FTSE 100 Index (a) 6462 6749 6598 6744 6623 2 (2) FTSE 100 Index - daily average 6530 6612 6680 6764 6756 3 - MSCI World Index (a) 1544 1661 1674 1743 1698 10 (3) MSCI World Index - daily average 1511 1602 1647 1698 1733 15 2 Barclays Capital Global Aggregate BondSM Index (a)(b) 356 354 365 376 361 1 (4) NYSE and NASDAQ share volume (in billions) 166 179 196 187 173 4 (7) JPMorgan G7 Volatility Index - daily average (c) 9.72 8.20 7.80 6.22 6.21 (36) - Average Fed Funds effective rate 0.09% 0.09% 0.07% 0.09% 0.09% - bps - bps ----------- ---- ---- ---- ---- ---- --- --- --- ---
(a) Period end. (b) Unhedged in U.S. dollar terms. (c) The JPMorgan G7 Volatility Index is based on the implied volatility in 3-month currency options. bps - basis points.
FEE AND OTHER REVENUE
Fee and other revenue 3Q14 vs. -------- (dollars in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 2Q14 ----------- ---- ---- ---- ---- ---- ---- ---- Investment services fees: Asset servicing (a) $964 $984 $1,009 $1,022 $1,025 6% - % Clearing services 315 324 325 326 337 7 3 Issuer services 322 237 229 231 315 (2) 36 Treasury services 137 137 136 141 142 4 1 ----------------- --- --- --- --- --- --- --- Total investment services fees 1,738 1,682 1,699 1,720 1,819 5 6 Investment management and performance fees 821 904 843 883 881 7 - Foreign exchange and other trading revenue 160 146 136 130 153 (4) 18 Distribution and servicing 43 43 43 43 44 2 2 Financing-related fees 44 43 38 44 44 - - Investment and other income 151 (43) 102 142 890 N/M N/M -------------- --- --- Total fee revenue 2,957 2,775 2,861 2,962 3,831 30 29 Net securities gains 22 39 22 18 20 N/M N/M -------------- --- --- --- --- --- Total fee and other revenue - GAAP $2,979 $2,814 $2,883 $2,980 $3,851 29% 29% ---------------- ------ ------ ------ ------ ------ --- ---
(a) Asset servicing fees include securities lending revenue of $35 million in 3Q13, $31 million in 4Q13, $38 million in 1Q14, $46 million in 2Q14 and $37 million in 3Q14. N/M - Not meaningful.
KEY POINTS
-- Asset servicing fees were $1.0 billion, an increase of 6% year-over-year and a slight increase sequentially. The year-over-year increase primarily reflects organic growth, higher market values, net new business and higher collateral management fees in Global Collateral Services. The sequential increase primarily reflects organic growth, partially offset by seasonally lower securities lending revenue. -- Clearing services fees were $337 million, an increase of 7% year-over-year and 3% sequentially. Both increases were driven by growth in clearing accounts and mutual fund positions, and higher asset levels. The sequential increase also reflects higher DARTS volume. -- Issuer services fees were $315 million, a decrease of 2% year-over-year and an increase of 36% sequentially. The year-over-year decrease reflects lower Corporate Trust fees, partially offset by new business in Depositary Receipts. The sequential increase is primarily due to seasonally higher dividend fees and new business in Depositary Receipts, partially offset by lower Corporate Trust fees. -- Treasury services fees were $142 million in 3Q14 compared with $137 million in 3Q13 and $141 million in 2Q14. The year-over-year increase primarily reflects higher payment volumes. -- Investment management and performance fees were $881 million, an increase of 7% year-over-year and a slight decrease sequentially. The year-over-year increase primarily resulted from higher equity markets, the impact of a weaker U.S. dollar and higher performance fees. The sequential decrease was primarily driven by seasonally lower performance fees and the impact of a stronger U.S. dollar.
Foreign exchange and other trading revenue (in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 ------------ ---- ---- ---- ---- ---- Foreign exchange $154 $126 $130 $129 $154 Other trading revenue (loss): Fixed income (2) 20 1 (1) 2 Equity/other 8 - 5 2 (3) ------------ --- --- --- --- --- Total other trading revenue (loss) 6 20 6 1 (1) --------------------------------- --- --- --- --- --- Total foreign exchange and other trading revenue $160 $146 $136 $130 $153 --------------------------------- ---- ---- ---- ---- ----
Foreign exchange and other trading revenue totaled $153 million in 3Q14 compared with $160 million in 3Q13 and $130 million in 2Q14. In 3Q14, foreign exchange revenue totaled $154 million, unchanged year-over-year and up 19% sequentially. Year-over-year, higher volumes offset lower volatility. The sequential increase reflects higher volumes.
Other trading loss was $1 million in 3Q14, compared with other trading revenue of $6 million in 3Q13 and other trading revenue of $1 million in 2Q14. Both decreases primarily reflect lower derivatives trading revenue.
Investment and other income (loss) (in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 ------------ ---- ---- ---- ---- ---- Asset-related gains (losses) $35 $22 $(1) $17 $836 Corporate/bank-owned life insurance 38 40 30 30 34 Expense reimbursements from joint venture 12 11 12 15 13 Lease residual gains 7 - 35 4 5 Private equity gains (losses) (2) 5 5 (2) 2 Transitional service agreements - 2 - - - Seed capital gains (losses) 7 20 6 15 (1) Equity investment revenue (loss) 48 (163) (2) 17 (9) Other income 6 20 17 46 10 --- --- --- --- --- Total investment and other income (loss) $151 $(43) $102 $142 $890 ---------------------------------- ---- ---- ---- ---- ----
Investment and other income was $890 million in 3Q14 compared with $151 million in 3Q13 and $142 million in 2Q14. Both increases primarily reflect the gains on the sales of our equity investment in Wing Hang and our One Wall Street office building, partially offset by lower equity investment revenue and seed capital gains.
-- In July 2014, we sold our equity investment in Wing Hang resulting in an after-tax gain of $315 million, or $490 million pre-tax. Equity investment revenue related to our investment in Wing Hang totaled $20 million through July of 2014 and $95 million in full-year 2013, including $37 million from the sale of a property recorded in 3Q13. -- In September 2014, we sold the corporate headquarters at One Wall Street resulting in an after-tax gain of $204 million, or $346 million pre-tax.
NET INTEREST REVENUE
Net interest revenue 3Q14 vs. -------- (dollars in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 2Q14 -------------------- ---- ---- ---- Net interest revenue (non- FTE) $772 $761 $728 $719 $721 (7)% - % Net interest revenue (FTE) - Non-GAAP 787 781 744 736 736 (6) - Net interest margin (FTE) 1.16% 1.09% 1.05% 0.98% 0.94% (22) bps (4) bps Selected average balances: Cash/interbank investments $116,165 $132,198 $127,134 $140,357 $139,278 20% (1)% Trading account securities 5,523 6,173 5,217 5,532 5,435 (2) (2) Securities 101,206 96,640 100,534 101,420 112,055 11 10 Loans 48,256 50,768 51,647 53,449 54,835 14 3 ------ ------ ------ ------ ------ Interest-earning assets 271,150 285,779 284,532 300,758 311,603 15 4 Interest-bearing deposits 153,547 157,020 152,986 162,674 164,233 7 1 Noninterest-bearing deposits 72,075 79,999 81,430 77,820 82,334 14 6 Selected average yields/ rates: Cash/interbank investments 0.41% 0.40% 0.43% 0.43% 0.38% Trading account securities 2.83 2.82 2.60 2.19 2.36 Securities 1.98 2.02 1.79 1.68 1.56 Loans 1.73 1.64 1.65 1.66 1.61 Interest-earning assets 1.28 1.21 1.17 1.10 1.05 Interest-bearing deposits 0.06 0.06 0.06 0.06 0.06 Average cash/interbank investments as a percentage of average interest-earning assets 43% 46% 45% 47% 45% Average noninterest- bearing deposits as a percentage of average interest-earning assets 27% 28% 29% 26% 26% ------------------------ --- --- --- --- ---
bps - basis points. FTE - fully taxable equivalent.
KEY POINTS
-- Net interest revenue totaled $721 million in 3Q14, a decrease of $51 million compared with 3Q13 and an increase of $2 million sequentially. The year-over-year decrease primarily resulted from lower asset yields and lower accretion, partially offset by higher average interest-earning assets driven by higher deposits. -- Euro-denominated deposit liabilities comprised 15% of average deposits in 3Q14 and 16% of average deposits in 2Q14. -- In the fourth quarter of 2014, we are continuing to reduce our interbank placement assets and increasing our high quality liquid assets in the securities portfolio. The anticipated revenue as a result of these tactical actions should mitigate the impact on our net interest revenue as a result of: -- the European Central Bank's reduction in their deposit rate to negative, and the resulting impact on lower reinvestment rates across the euro yield curve; as well as, -- prolonged low reinvestment rates in the U.S.
NONINTEREST EXPENSE
Noninterest expense 3Q14 vs. -------- (dollars in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 2Q14 -------------------- ---- ---- ---- ---- ---- ---- ---- Staff: Compensation $915 $929 $925 $903 $909 (1)% 1% Incentives 339 343 359 313 340 - 9 Employee benefits 262 250 227 223 228 (13) 2 ----------------- --- --- --- --- --- --- --- Total staff 1,516 1,522 1,511 1,439 1,477 (3) 3 Professional, legal and other purchased services 296 344 312 314 323 9 3 Software and equipment 226 241 237 236 234 4 (1) Net occupancy 153 154 154 152 154 1 1 Distribution and servicing 108 110 107 112 107 (1) (4) Sub-custodian 71 68 68 81 67 (6) (17) Business development 63 96 64 68 61 (3) (10) Other 249 258 223 347 250 - (28) Amortization of intangible assets 81 82 75 75 75 (7) - M&I, litigation and restructuring charges 16 2 (12) 122 220 N/M N/M ------------------- --- --- --- --- --- --- --- Total noninterest expense - GAAP $2,779 $2,877 $2,739 $2,946 $2,968 7% 1% Total staff expense as a percentage of total revenue 40% 42% 41% 38% 32% Memo: ----- Total noninterest expense excluding net of incentives - amortization of Non-GAAP intangible assets, M&I, litigation and restructuring charges and the charge (recovery) related to investment management funds, $2,682 $2,793 $2,681 $2,640 $2,673 - % 1% ------------------- ------ ------ ------ ------ ------ --- --- ---
N/M - Not meaningful.
KEY POINTS
-- Total noninterest expense excluding amortization of intangible assets, M&I, litigation and restructuring charges, and the charge (recovery) related to investment management funds (Non-GAAP) decreased slightly year-over-year and increased 1% sequentially. -- Year-over-year, staff expense decreased driven by lower pension expense, the benefit of replacing technology contractors with permanent staff and the impact of streamlining actions. The decrease was offset by higher professional, legal and other purchased services, the impact of a weaker U.S. dollar and the annual employee merit increase. -- The sequential increase primarily reflects the incentive adjustment recorded in 2Q14 related to investment management funds, the impact of the annual employee merit increase and higher professional, legal and other purchased services expenses, partially offset by streamlining actions and lower sub-custodian expense.
INVESTMENT SECURITIES PORTFOLIO
At Sept. 30, 2014, the fair value of our investment securities portfolio totaled $115.9 billion. The net unrealized pre-tax gain on our total securities portfolio was $1.1 billion at Sept. 30, 2014 compared with $1.2 billion at June 30, 2014. The decrease in the net unrealized pre-tax gain was primarily driven by the increase in market interest rates. During 3Q14, we received $134 million of paydowns of sub-investment grade securities and sold $24 million of sub-investment grade securities.
In 3Q14, we increased our level of Agency RMBS, U.S. Treasury and sovereign debt/sovereign guaranteed investment securities as we continued to reduce our interbank placement assets and increase our high quality liquid assets.
The following table shows the distribution of our investment securities portfolio.
Investment June 30, 2014 3Q14 Sept. 30, 2014 Fair value Unrealized Ratings securities portfolio change in as a % of amortized gain (loss) unrealized cost (a) gain (loss) (dollars in millions) -------------------- BB+ and lower ----- Fair Amortized Fair AAA/ A+/ BBB+/ Not value cost value AA- A- BBB- rated ----- ---- ----- --- --- ---- ----- Agency RMBS $41,552 $(100) $44,413 $44,372 100% $(41) 100% - % - % - % - % U.S. Treasury 18,791 (18) 25,244 25,449 101 205 100 - - - - Sovereign debt/sovereign guaranteed 14,812 41 16,510 16,627 101 117 87 - 13 - - Non-agency RMBS (b) 2,574 (31) 1,916 2,449 81 533 - 1 1 90 8 Non-agency RMBS 1,227 3 1,147 1,170 94 23 1 9 23 66 1 European floating rate notes 2,525 9 2,297 2,296 100 (1) 72 22 - 6 - Commercial MBS 4,397 (28) 4,798 4,829 101 31 93 6 1 - - State and political subdivisions 6,253 13 5,350 5,434 102 84 79 20 - - 1 Foreign covered bonds 2,788 (3) 2,863 2,949 103 86 100 - - - - Corporate bonds 1,693 (5) 1,636 1,670 102 34 21 65 14 - - CLO 1,455 (1) 1,959 1,971 101 12 100 - - - - U.S. Government agencies 787 (3) 704 699 99 (5) 100 - - - - Consumer ABS 3,278 (3) 3,024 3,025 100 1 99 1 - - - Other (c) 2,980 (3) 2,917 2,923 100 6 40 53 - - 7 Total investment securities $105,112 (d) $(129) $114,778 $115,863 (d) 100% $1,085 (e) 90% 4% 2% 3% 1% --------------------------- -------- --- ----- -------- -------- --- --- ------ --- --- --- --- --- ---
(a) Amortized cost before impairments. (b) These RMBS were included in the former Grantor Trust and were marked-to- market in 2009. We believe these RMBS would receive higher credit ratings if these ratings incorporated, as additional credit enhancements, the difference between the written-down amortized cost and the current face amount of each of these securities. (c) Includes commercial paper of $1.7 billion and $1.6 billion, fair value, and money market funds of $810 million and $789 million, fair value, at June 30, 2014 and Sept. 30, 2014, respectively. (d) Includes net unrealized gains on derivatives hedging securities available-for-sale of $213 million at June 30, 2014 and $137 million at Sept. 30, 2014. (e) Unrealized gains of $1,055 million at Sept. 30, 2014 related to available- for-sale securities.
NONPERFORMING ASSETS
Nonperforming assets Sept. 30, 2013 June 30, 2014 Sept. 30, 2014 (dollars in millions) ----------- Loans: Other residential mortgages $128 $105 $113 Commercial 15 13 13 Wealth management loans and mortgages 12 12 13 Foreign 9 4 - Commercial real estate 4 4 4 Financial institutions 1 - - --- --- --- Total nonperforming loans 169 138 143 Other assets owned 3 4 4 --- --- --- Total nonperforming assets (a) $172 $142 $147 ------------------- ---- ---- ---- Nonperforming assets ratio 0.34% 0.24% 0.26% Allowance for loan losses/ nonperforming loans 121.9 135.5 133.6 Total allowance for credit losses/ nonperforming loans 200.6 225.4 201.4 -------------------- ----- ----- -----
(a) Loans of consolidated investment management funds are not part of BNY Mellon's loan portfolio. Included in the loans of consolidated investment management funds are nonperforming loans of $31 million at Sept. 30, 2013, $68 million at June 30, 2014 and $79 million at Sept. 30, 2014. These loans are recorded at fair value and therefore do not impact the provision for credit losses and allowance for loan losses, and accordingly are excluded from the nonperforming assets table above.
Nonperforming assets were $147 million at Sept. 30, 2014, an increase of $5 million from $142 million at June 30, 2014. The increase primarily resulted from additions in the other residential mortgage loan portfolio which were partially offset by sales in the foreign and other residential mortgage loan portfolios.
ALLOWANCE FOR CREDIT LOSSES, PROVISION AND NET CHARGE-OFFS
Allowance for credit losses, provision and net charge- offs Sept. 30, 2013 June 30, 2014 Sept. 30, 2014 (in millions) ------------ Allowance for credit losses -beginning of period $337 $326 $311 Provision for credit losses 2 (12) (19) Net (charge- offs) recoveries: Foreign 1 (2) (1) Wealth management loans and mortgages - (1) - Other residential mortgages - (1) 1 Commercial (1) 1 (4) Net (charge- offs) - (3) (4) ------------ --- --- --- Allowance for credit losses -end of period $339 $311 $288 -------------- ---- ---- ---- Allowance for loan losses $206 $187 $191 Allowance for lending- related commitments 133 124 97 ------------- --- --- ---
The provision for credit losses was a credit of $19 million in 3Q14 driven by the continued improvement in the credit quality of the loan portfolio. The provision for credit losses was $2 million in 3Q13 and a credit of $12 million in 2Q14.
CAPITAL
Our consolidated capital ratios are shown in the following table. At June 30, 2014 and Sept. 30, 2014, the common equity Tier 1 ("CET1"), Tier 1 and Total risk-based regulatory capital ratios are based on Basel III components of capital, as phased-in, with asset risk-weightings using the Advanced Approach framework. The leverage capital ratios are based on Basel III components of capital and quarterly average total assets, as phased-in. The capital ratios for Sept. 30, 2013 are based on Basel I rules (including Basel I Tier 1 common in the case of the CET1 ratio).
Capital Sept. 30, June 30, Sept. 30, ratios 2013 2014 2014 ------- ---------- --------- ---------- Regulatory capital ratios: (a)(b)(c) CET1 ratio 14.2% (d) 11.4% 11.4% Tier 1 capital ratio 15.8 12.4 12.4 Total (Tier 1 plus Tier 2) capital ratio 16.8 12.8 12.7 Leverage capital ratio 5.6 5.9 5.8 -------- --- --- --- BNY Mellon shareholders' equity to total assets ratio (d) 9.9 9.6 10.0 BNY Mellon common shareholders' equity to total assets ratio (d) 9.5 9.2 9.5 BNY Mellon tangible common shareholders' equity to tangible assets of operations ratio - Non-GAAP (d)(e) 6.3 6.4 6.5 Selected regulatory capital ratios - fully phased-in - Non- GAAP: (a)(b)(d) Estimated CET1: Standardized Approach 10.1 10.3 10.8 Advanced Approach 11.1 10.0 10.0 Estimated Supplementary leverage ratio ("SLR") (f) N/A 4.7 4.6 -------------- --- --- ---
(a) Sept. 30, 2014 regulatory capital ratios are preliminary. See "Capital Ratios" beginning on page 28 for more detail. (b) Beginning with June 30, 2014, risk- based capital ratios include the net impact of including the total consolidated assets of certain consolidated investment management funds in risk-weighted assets. These assets were not included in prior periods. The leverage ratio was not affected. (c) The Collins Floor comparison of the CET1, Tier 1 and Total risk-based regulatory capital ratios which is calculated based on Basel III components of capital, as phased- in, and asset risk-weightings using the general risk-based guidelines included in the final rules released by the Board of Governors of the Federal Reserve System (the "Federal Reserve") on July 2, 2013 (the "Final Capital Rules") (which for 2014 look to Basel I-based requirements) were 14.3%, 15.5% and 16.2%, respectively, at June 30, 2014 and 15.1%, 16.3% and 17.0%, respectively, at Sept. 30, 2014. (d) See "Supplemental information - Explanation of GAAP and Non-GAAP financial measures" beginning on page 24 for a reconciliation of these ratios. (e) Information for the period ended Sept. 30, 2013 was restated to reflect the retrospective application of adopting new accounting guidance in the first quarter of 2014 related to our investments in qualified affordable housing projects (ASU 2014-01). See page 23 for additional information. (f) The estimated fully phased-in SLR as of June 30, 2014 is based on our interpretation of the Final Capital Rules, as supplemented by the Notice of Proposed Rulemaking released in April 2014 concerning the SLR, except that off-balance sheet exposures included in total leverage exposure reflect the end of period measures, rather than a daily average. The estimated fully phased-in SLR as of Sept. 30, 2014 is based on our interpretation of the Final Capital Rules, as supplemented by the Federal Reserve's final rules on the SLR. On a fully phased-in basis, we expect to satisfy a minimum SLR of over 5%, 3% attributable to a regulatory minimum SLR, and greater than 2% attributable to a buffer applicable to U.S. G-SIBs. N/A - Not available
Basel III CET1 generation presented on a fully phased-in basis - preliminary - Non-GAAP (in millions) 3Q14 ---- Estimated Basel III CET1 -Beginning of period balance $16,277 Net income applicable to common shareholders of The Bank of New York Mellon Corporation - GAAP 1,070 Goodwill and intangible assets, net of related deferred tax liabilities 265 ------------------------------------ Gross Basel III CET1 generated 1,335 Capital deployed: Dividends (196) Common stock repurchased (431) ------------------------ ---- Total capital deployed (627) Other comprehensive (loss) (514) Additional paid-in capital (a) 196 Other (primarily embedded goodwill) 53 Total other (deductions) (265) ----------------------- ---- Net Basel III CET1 generated 443 --- Basel III CET1 - End of period balance - Non-GAAP $16,720 ------------------------------ -------
(a) Primarily related to stock awards, the exercise of stock options and stock issued for employee benefit plans.
The table presented below compares the fully phased-in Basel III capital components and ratios to those amounts determined under the currently effective rules using the transitional phase-in requirements.
Basel III capital components and ratios at Sept. 30, 2014 - preliminary Fully phased-in Transitional Basel III Approach --------------- ------------ Adjustments (a) -------------- (dollars in millions) -------------------- CET1: Common equity $36,889 $97 (b) $36,986 Goodwill and intangible assets (19,660) 2,388 (c) (17,272) Net pension fund assets (106) 85 (d) (21) Equity method investments (383) 92 (c) (291) Deferred tax assets (17) 14 (d) (3) Other (3) 4 (e) 1 ----- --- --- --- --- Total CET1 16,720 2,680 19,400 Other Tier 1 capital: Preferred stock 1,562 - 1,562 Trust preferred securities - 162 (f) 162 Disallowed deferred tax assets - (14) (d) (14) Net pension fund assets - (85) (d) (85) Other (2) (4) (6) ----- --- --- --- Total Tier 1 capital 18,280 2,739 21,019 Tier 2 capital: Trust preferred securities - 162 (f) 162 Subordinated debt 397 - 397 Allowance for credit losses 288 - 288 Other (1) - (1) ----- --- --- --- Total Tier 2 capital - Standardized Approach 684 162 846 Excess of expected credit losses 38 - 38 Less: Allowance for credit losses 288 - 288 --------------------------------- --- --- --- Total Tier 2 capital - Advanced Approach $434 $162 $596 ---------------------------------------- ---- ---- ---- Total capital - Standardized Approach $18,964 $2,901 $21,865 Total capital - Advanced Approach $18,714 $2,901 $21,615 Risk-weighted assets - Standardized Approach $154,298 $(25,516) $128,782 Risk-weighted assets - Advanced Approach $167,933 $2,192 $170,125 Standardized Approach: Estimated Basel III CET1 ratio 10.8% 15.1% Tier 1 capital ratio 11.8 16.3 Total (Tier 1 plus Tier 2) capital ratio 12.3 17.0 ---------------------------------------- ---- ---- Advanced Approach: Estimated Basel III CET1 ratio 10.0% 11.4% Tier 1 capital ratio 10.9 12.4 Total (Tier 1 plus Tier 2) capital ratio 11.1 12.7 ---------------------------------------- ---- ----
(a) Reflects transitional adjustments to CET1, Tier 1 capital and Tier 2 capital required in 2014 under the Final Capital Rules. (b) Represents the portion of accumulated other comprehensive (income) loss excluded from common equity. (c) Represents intangible assets, other than goodwill, net of the corresponding deferred tax liabilities. (d) Represents the deduction for net pension fund assets and disallowed deferred tax assets in CET1 and Tier 1 capital. (e) Represents transitional adjustments related to cash flow hedges. (f) During 2014, 50% of outstanding trust preferred securities are included in Tier 1 capital and 50% in Tier 2 capital.
REVIEW OF BUSINESSES
Business results are subject to reclassification when organizational changes are made or whenever improvements are made in the measurement principles. The reclassifications did not impact the consolidated results. All prior periods have been restated.
INVESTMENT MANAGEMENT provides investment management services to institutional and retail investors, as well as investment management, wealth and estate planning and private banking solutions to high net worth individuals and families, and foundations and endowments.
(dollars in millions, unless otherwise noted) 3Q14 vs. ---------------------------- -------- 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 2Q14 ---- ---- ---- ---- ---- ---- ---- Revenue: Investment management fees: Mutual funds $293 $303 $299 $311 $315 8% 1% Institutional clients 367 385 372 385 382 4 (1) Wealth management 145 149 153 156 158 9 1 ----------------- --- --- --- --- --- --- --- Investment management fees 805 837 824 852 855 6 - Performance fees 10 72 20 29 22 N/M N/M --- --- --- --- --- --- --- Investment management and performance fees 815 909 844 881 877 8 - Distribution and servicing 41 41 40 41 41 - - Other (a) 26 43 16 48 16 N/M N/M -------- --- --- --- --- --- --- --- Total fee and other revenue (a) 882 993 900 970 934 6 (4) Net interest revenue 67 68 70 66 69 3 5 -------------------- --- --- --- --- --- --- --- Total revenue 949 1,061 970 1,036 1,003 6 (3) Noninterest expense (ex. amortization of intangible assets and the charge (recovery) related to investment management funds, net of incentives) 689 760 698 725 727 6 - ------------------------------------- --- --- --- --- --- --- --- Income before taxes (ex. amortization of intangible assets and the charge (recovery) related to investment management funds, net of incentives) 260 301 272 311 276 6 (11) Amortization of intangible assets 35 35 31 31 31 (11) - Charge (recovery) related to investment management funds, net of incentives - - (5) 109 - N/M N/M ------------------------------------ --- --- --- --- --- --- --- Income before taxes $225 $266 $246 $171 $245 9% 43% ------------------- ---- ---- ---- ---- ---- --- --- Pre-tax operating margin 24% 25% 25% 16% 24% Adjusted pre-tax operating margin (b) 33% 34% 34% 36% 33% Changes in AUM (in billions): (c) Beginning balance of AUM $1,427 $1,532 $1,583 $1,620 $1,636 Net inflows (outflows): Long-term: Equity 3 (5) (1) (4) (2) Fixed income (1) 5 - (1) - Index 2 (3) - 7 (3) Liability-driven investments (d) 27 4 20 (17) 18 Alternative investments 1 1 2 2 - --- --- --- --- --- Total long-term inflows (outflows) 32 2 21 (13) 13 Short term: Cash 13 6 (7) (18) 19 ---- --- --- --- --- --- Total net inflows (outflows) 45 8 14 (31) 32 Net market/currency impact 60 43 23 47 (22) --- --- --- --- --- Ending balance of AUM $1,532 $1,583 $1,620 $1,636 $1,646 (e) 7% 1% AUM at period end, by product type: (c) Equity 17% 17% 17% 17% 16% Fixed income 14 14 14 14 13 Index 20 20 20 21 21 Liability-driven investments (d) 26 26 27 27 28 Alternative investments 4 4 4 4 4 Cash 19 19 18 17 18 --- --- --- --- --- Total AUM 100% 100% 100% 100% 100% (e) Wealth management: Average loans $9,453 $9,755 $10,075 $10,372 $10,772 14% 4% Average deposits $13,898 $14,161 $14,805 $13,458 $13,764 (1)% 2% ---------------- ------- ------- ------- ------- ------- --- ---
(a) Total fee and other revenue includes the impact of the consolidated investment management funds. See "Supplemental information - Explanation of GAAP and Non- GAAP financial measures" beginning on page 24 for the reconciliation of Non-GAAP measures. Additionally, other revenue includes asset servicing, treasury services, foreign exchange and other trading revenue and investment and other income. (b) Excludes the net negative impact of money market fee waivers, amortization of intangible assets and the charge (recovery) related to investment management funds net of incentives, and is net of distribution and servicing expense. See "Supplemental information - Explanation of GAAP and Non- GAAP financial measures" beginning on page 24 for the reconciliation of Non-GAAP measures. (c) Excludes securities lending cash management assets and assets managed in the Investment Services business. (d) Includes currency and overlay assets under management. (e) Preliminary. N/M - Not meaningful
INVESTMENT MANAGEMENT KEY POINTS
-- Assets under management were a record $1.65 trillion at Sept. 30, 2014, an increase of 7% year-over-year and 1% sequentially. The year-over-year increase primarily resulted from higher equity market values and net new business. The sequential increase primarily reflects net new business. -- Net long-term inflows were $13 billion in 3Q14 driven by liability-driven investments. Short-term inflows were $19 billion in 3Q14. -- Income before taxes excluding amortization of intangible assets and the charge (recovery) related to investment management funds, net of incentives increased 6% year-over-year and decreased 11% sequentially. -- Total revenue was $1.0 billion, an increase of 6% year-over-year and a decrease of 3% sequentially. Both comparisons were impacted by higher equity markets and lower seed capital gains. The year-over-year increase also reflects the impact of a weaker U.S. dollar and higher performance fees. The sequential decrease also reflects lower performance fees and the impact of a stronger U.S. dollar. -- Investment management fees were $855 million, an increase of 6% year-over-year and a slight increase sequentially. Both increases primarily resulted from higher equity markets. The year-over-year increase also reflects the impact of a weaker U.S. dollar. The sequential increase was partially offset by the impact of a stronger U.S. dollar. -- Performance fees were $22 million in 3Q14 compared with $10 million in 3Q13 and $29 million in 2Q14. The year-over-year increase primarily reflects strong performance of liability-driven investments. The sequential decrease was due to seasonality. -- Net interest revenue increased 3% year-over-year and 5% sequentially. Both increases primarily reflect higher average loans. The year-over-year increase was partially offset by lower average deposits. The sequential increase also reflects higher average deposits. -- Average loans increased 14% year-over-year and 4% sequentially; average deposits decreased 1% year-over-year and increased 2% sequentially. -- Total noninterest expense (ex. amortization of intangible assets and the charge (recovery) related to investment management funds, net of incentives) increased 6% year-over-year and increased slightly sequentially. The year-over-year increase primarily reflects the impact of a weaker U.S. dollar and higher staff and business development expenses resulting from investments in strategic initiatives. -- 44% non-U.S. revenue in 3Q14 vs. 44% in 3Q13. -- Insight Investment was named LDI Manager of the Year for the fifth consecutive year at Financial News Awards for Excellence in Institutional Asset Management and was named the Overall Defined Benefit Manager of the Year 2014 by Mallowstreet.
INVESTMENT SERVICES provides global custody and related services, broker-dealer services, global collateral services, corporate trust, depositary receipt and clearing services as well as global payment/working capital solutions to global financial institutions.
(dollar amounts in millions, unless otherwise noted) 3Q14 vs. ------------------ -------- 3Q13 4Q13 1Q14 2Q14 3Q14 3Q13 2Q14 ---- ---- ---- ---- ---- ---- ---- Revenue: Investment services fees: Asset servicing $939 $957 $985 $993 $998 6% 1% Clearing services 314 322 323 324 336 7 4 Issuer services 321 236 228 231 314 (2) 36 Treasury services 135 137 134 140 139 3 (1) --- --- --- --- --- --- --- Total investment services fees 1,709 1,652 1,670 1,688 1,787 5 6 Foreign exchange and other trading revenue 177 150 158 145 159 (10) 10 Other (a) 63 58 59 87 59 (6) (32) --- --- --- --- --- --- --- Total fee and other revenue (a) 1,949 1,860 1,887 1,920 2,005 3 4 Net interest revenue 619 610 590 593 583 (6) (2) --- --- --- --- --- --- --- Total revenue 2,568 2,470 2,477 2,513 2,588 1 3 Noninterest expense (ex. amortization of intangible assets) 1,765 1,822 1,778 1,824 1,835 4 1 ----- ----- ----- ----- ----- --- --- Income before taxes (ex. amortization of intangible assets) 803 648 699 689 753 (6) 9 Amortization of intangible assets 46 47 44 44 44 (4) - --- --- --- --- --- --- --- Income before taxes $757 $601 $655 $645 $709 (6)% 10% ---- ---- ---- ---- ---- --- --- Pre-tax operating margin 29% 24% 26% 26% 27% Pre-tax operating margin (ex. amortization of intangible assets) 31% 26% 28% 27% 29% Investment services fees as a percentage of noninterest expense (b) 97% 90% 93% 93% 100% Securities lending revenue $26 $21 $30 $35 $27 4% (23)% Metrics: -------- Average loans $27,865 $31,211 $31,468 $33,115 $33,785 21% 2% Average deposits $206,068 $216,216 $214,947 $220,701 $221,734 8% - % AUC/A at period end (in trillions) (c) $27.4 $27.6 $27.9 $28.5 $28.3 (d) 3% (1)% Market value of securities on loan at period $255 $235 $264 $280 $282 11% 1% end (in billions) (e) Asset servicing: ---------------- Estimated new business wins (AUC/ A) (in billions) $110 $123 $161 $130 $115 (d) Depositary Receipts: -------------------- Number of sponsored programs 1,350 1,335 1,332 1,316 1,302 (4)% (1)% Clearing services: ------------------ Global DARTS volume (in thousands) 212 213 230 207 209 (1)% 1% Average active clearing accounts 5,622 5,643 5,695 5,752 5,805 3% 1% (U.S. platform) (in thousands) Average long-term mutual fund assets (U.S. platform) $377,131 $401,434 $413,658 $433,047 $442,827 17% 2% Average investor margin loans (U.S. platform) $8,845 $8,848 $8,919 $9,236 $9,861 11% 7% Broker-Dealer: -------------- Average tri-party repo balances (in billions) $1,952 $2,005 $1,983 $2,022 $2,063 6% 2% ------------------ ------ ------ ------ ------ ------ --- ---
(a) Total fee and other revenue includes investment management fees and distribution and servicing revenue. (b) Noninterest expense excludes amortization of intangible assets and litigation expense. (c) Includes the AUC/A of CIBC Mellon of $1.2 trillion at Sept. 30, 2013, Dec. 31, 2013, March 31, 2014, June 30, 2014 and Sept. 30, 2014. (d) Preliminary. (e) Represents the total amount of securities on loan managed by the Investment Services business. Excludes securities for which BNY Mellon acts as agent, beginning in the fourth quarter of 2013, on behalf of CIBC Mellon clients, which totaled $62 billion at Dec. 31, 2013, $66 billion at March 31, 2014, $64 billion at June 30, 2014 and $65 billion at Sept. 30, 2014. N/M - Not meaningful.
INVESTMENT SERVICES KEY POINTS
-- Investment services fees totaled $1.8 billion, an increase of 5% year-over-year and 6% sequentially. -- Asset servicing fees (global custody, broker-dealer services and global collateral services) were $998 million in 3Q14 compared with $939 million in 3Q13 and $993 million in 2Q14. The year-over-year increase primarily reflects organic growth, higher market values, net new business and higher collateral management fees in Global Collateral Services. The sequential increase primarily reflects organic growth, partially offset by seasonally lower securities lending revenue. -- Estimated new business wins (AUC/A) in Asset Servicing of $115 billion in 3Q14. -- Clearing services fees were $336 million in 3Q14 compared with $314 million in 3Q13 and $324 million in 2Q14. Both increases were driven by growth in clearing accounts and mutual fund positions, and higher asset levels. The sequential increase also reflects higher DARTS volume. -- Issuer services fees (Corporate Trust and Depositary Receipts) were $314 million in 3Q14 compared with $321 million in 3Q13 and $231 million in 2Q14. The year-over-year decrease reflects lower Corporate Trust fees, partially offset by new business in Depositary Receipts. The sequential increase is primarily due to seasonally higher dividend fees and new business in Depositary Receipts, partially offset by lower Corporate Trust fees. -- Treasury services fees were $139 million in 3Q14 compared with $135 million in 3Q13 and $140 million in 2Q14. The year-over-year increase primarily reflect higher payment volumes. -- Foreign exchange and other trading revenue was $159 million in 3Q14 compared with $177 million in 3Q13 and $145 million in 2Q14. The year-over-year decrease primarily reflect lower volatility, partially offset by higher volumes. Sequentially, the increase reflects higher volumes. -- Net interest revenue was $583 million in 3Q14 compared with $619 million in 3Q13 and $593 million in 2Q14. Both decreases primarily reflects lower yields, partially offset by higher average loans. The year-over-year decrease was partially offset by higher average deposits. -- Noninterest expense (excluding amortization of intangible assets) was $1.835 billion in 3Q14 compared with $1.765 billion in 3Q13 and $1.824 billion in 2Q14. Both increases reflect higher litigation expense. The year-over-year increase also reflects higher professional and legal expenses, partially offset by lower staff expense. The sequential increase was partially offset by lower sub-custodian and staff expenses. -- Investment services fees as a percentage of noninterest expense increased year-over-year reflecting an increase in investment services fees and limited expense growth. -- 39% non-U.S. revenue in 3Q14 vs. 36% in 3Q13.
OTHER SEGMENT primarily includes credit-related activities, leasing operations, corporate treasury activities, global markets and institutional banking services, business exits, M&I expenses and other corporate revenue and expense items.
(dollars in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 -------------------- ---- ---- ---- ---- ---- Revenue: Fee and other revenue $172 $(20) $112 $119 $928 Net interest revenue 86 83 68 60 69 -------------------- --- --- --- --- --- Total revenue 258 63 180 179 997 Provision for credit losses 2 6 (18) (12) (19) Noninterest expense (ex. M&I and restructuring charges) 230 200 193 93 274 ------------------------ --- --- --- --- --- Income (loss) before taxes (ex. M&I and restructuring charges) 26 (143) 5 98 742 M&I and restructuring charges 14 13 - 120 57 --------------------- --- --- --- --- --- Income (loss) before taxes $12 $(156) $5 $(22) $685 Average loans and leases $10,938 $9,802 $10,104 $9,962 $10,278 ------------------------ ------- ------ ------- ------ -------
KEY POINTS
-- Total fee and other revenue increased $756 million compared with 3Q13 and increased $809 million compared with 2Q14. Both increases primarily reflect the gain on the sale of our investment in Wing Hang and the gain on the sale of the One Wall Street building, partially offset by lower equity investment and other income. -- The provision for credit losses was a credit of $19 million in 3Q14 driven by the continued improvement in the credit quality of the loan portfolio. -- Noninterest expense (excluding M&I and restructuring charges) increased $44 million compared with 3Q13 and $181 million compared with 2Q14. Both increases primarily reflect higher litigation expense. The year-over-year increase was partially offset by lower staff expense. The sequential increase also reflects higher staff expenses. -- M&I and restructuring charges recorded in 3Q14 primarily reflects severance expense.
THE BANK OF NEW YORK MELLON CORPORATION
Condensed Consolidated Income Statement
(in millions) Quarter ended Year-to-date ------------ ------------- ------------ Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30, 2014 2014 2013 2014 2013 ---- ---- ---- ---- ---- Fee and other revenue Investment services fees: Asset servicing $1,025 $1,022 $964 $3,056 $2,921 Clearing services 337 326 315 988 940 Issuer services 315 231 322 775 853 Treasury services 142 141 137 419 417 ----------------- --- --- --- --- --- Total investment services fees 1,819 1,720 1,738 5,238 5,131 Investment management and performance fees 881 883 821 2,607 2,491 Foreign exchange and other trading revenue 153 130 160 419 528 Distribution and servicing 44 43 43 130 137 Financing-related fees 44 44 44 126 129 Investment and other income (a) 890 142 151 1,134 524 --------------------------- --- --- --- ----- --- Total fee revenue (a) 3,831 2,962 2,957 9,654 8,940 Net securities gains 20 18 22 60 102 -------------------- --- --- --- --- --- Total fee and other revenue (a) 3,851 2,980 2,979 9,714 9,042 Operations of consolidated investment management funds Investment income 123 141 134 402 439 Interest of investment management fund note holders 84 95 102 281 292 ---------------------- --- --- --- --- --- Income from consolidated investment management funds 39 46 32 121 147 Net interest revenue Interest revenue 809 811 855 2,432 2,506 Interest expense 88 92 83 264 258 ---------------- --- --- --- --- --- Net interest revenue 721 719 772 2,168 2,248 Provision for credit losses (19) (12) 2 (49) (41) --------------------------- --- --- --- --- --- Net interest revenue after provision for credit losses 740 731 770 2,217 2,289 Noninterest expense Staff 1,477 1,439 1,516 4,427 4,497 Professional, legal and other purchased services 323 314 296 949 908 Software and equipment 234 236 226 707 692 Net occupancy 154 152 153 460 475 Distribution and servicing 107 112 108 326 325 Sub-custodian 67 81 71 216 212 Business development 61 68 63 193 221 Other 250 347 249 820 771 Amortization of intangible assets 75 75 81 225 260 Merger and integration, litigation and restructuring charges 220 122 16 330 68 --- --- Total noninterest expense 2,968 2,946 2,779 8,653 8,429 ------------------------- ----- ----- ----- ----- ----- Income Income before income taxes (a) 1,662 811 1,002 3,399 3,049 Provision for income taxes (a) 556 217 19 1,005 1,420 -------------------------- --- --- --- ----- ----- Net income (a) 1,106 594 983 2,394 1,629 Net (income) attributable to noncontrolling interests (includes $(23), $(17), $(8), $(60) and $(63) related to consolidated investment management funds, respectively) (23) (17) (8) (60) (64) --------------------------- --- --- --- --- --- Net income applicable to shareholders of The Bank of New York Mellon Corporation (a) 1,083 577 975 2,334 1,565 Preferred stock dividends (13) (23) (13) (49) (38) ------------------------- --- --- --- --- --- Net income applicable to common shareholders of The Bank of New York Mellon Corporation (a) $1,070 $554 $962 $2,285 $1,527 --------------------------- ------ ---- ---- ------ ------
(a) Results for the first nine months of 2013 were restated to reflect the retrospective application of adopting new accounting guidance in the first quarter of 2014 related to our investments in qualified affordable housing projects (ASU 2014-01). See page 23 for additional information.
THE BANK OF NEW YORK MELLON CORPORATION
Condensed Consolidated Income Statement - continued
Net income applicable to common shareholders of The Bank of New York Mellon Corporation used for the earnings per share calculation Quarter ended Year-to-date (in millions) Sept. 30, 2014 June 30, Sept. 30, 2014 2013 Sept. 30, 2014 Sept. 30, 2013 -------------- Net income applicable to common shareholders of The Bank of New York Mellon Corporation (a) $1,070 $554 $962 $2,285 $1,527 Less: Earnings allocated to participating securities (a) 20 10 18 43 27 Change in the excess of redeemable value over the fair value of noncontrolling interests N/A N/A - N/A 1 ----------------------- --- --- --- --- --- Net income applicable to the common shareholders of The Bank of New York Mellon Corporation after required adjustments for the calculation of basic and diluted earnings per common share (a) $1,050 $544 $944 $2,242 $1,499 ------------------------ ------ ---- ---- ------ ------
(a) Results for the first nine months of 2013 were restated to reflect the retrospective application of adopting new accounting guidance in the first quarter of 2014 related to our investments in qualified affordable housing projects (ASU 2014-01). See page 23 for additional information. N/A - Not applicable.
Average common shares and equivalents outstanding of The Bank of New York Mellon Corporation Quarter ended Year-to-date (in thousands) Sept. 30, 2014 June 30, 2014 Sept. 30, 2013 Sept. 30, 2014 Sept. 30, 2013 -------------- -------------- Basic 1,126,946 1,133,556 1,148,724 1,133,006 1,153,327 Diluted 1,134,871 1,139,800 1,152,679 1,139,718 1,156,951 ------- --------- --------- --------- --------- ---------
Earnings per share applicable to the common shareholders of The Bank of New York Mellon Corporation (a) Quarter ended Year-to-date (in dollars) Sept. 30, 2014 June 30, 2014 Sept. 30, Sept. 30, Sept. 30, 2013 2014 2013 ---------- ---------- Basic $0.93 $0.48 $0.82 $1.98 $1.30 Diluted $0.93 $0.48 $0.82 $1.97 $1.30 ------- ----- ----- ----- ----- -----
(a) Results for the first nine months of 2013 were restated to reflect the retrospective application of adopting new accounting guidance in the first quarter of 2014 related to our investments in qualified affordable housing projects (ASU 2014-01). See page 23 for additional information.
THE BANK OF NEW YORK MELLON CORPORATION
Consolidated Balance Sheet
Sept. 30, June 30, Dec. 31, (dollars in millions, except per share amounts) 2014 2014 2013 --------------- ---- ---- ---- Assets Cash and due from: Banks $6,410 $6,173 $6,460 Interest- bearing deposits with the Federal Reserve and other central banks 92,317 105,657 104,359 Interest- bearing deposits with banks 30,341 41,459 35,300 Federal funds sold and securities purchased under resale agreements 17,375 15,062 9,161 Securities: Held-to- maturity (fair value of $20,167, $19,211 and $19,443) 20,137 19,102 19,743 Available-for- sale 95,559 85,688 79,309 -------------- ------ ------ ------ Total securities 115,696 104,790 99,052 Trading assets 11,613 10,856 12,098 Loans 57,527 59,248 51,657 Allowance for loan losses (191) (187) (210) ------------- ---- ---- ---- Net loans 57,336 59,061 51,447 Premises and equipment 1,351 1,590 1,655 Accrued interest receivable 565 624 621 Goodwill 17,992 18,196 18,073 Intangible assets 4,215 4,314 4,452 Other assets 21,523 22,530 20,566 ------------ ------ ------ ------ Subtotal assets of operations 376,734 390,312 363,244 Assets of consolidated investment management funds, at fair value: Trading assets 8,823 9,402 10,397 Other assets 739 1,026 875 ------------ --- ----- --- Subtotal assets of consolidated investment management funds, at fair value 9,562 10,428 11,272 ---------------- ----- ------ ------ Total assets $386,296 $400,740 $374,516 ------------ -------- -------- -------- Liabilities Deposits: Noninterest- bearing (principally U.S. offices) $101,105 $109,570 $95,475 Interest- bearing deposits in U.S. offices 56,740 52,954 56,640 Interest- bearing deposits in Non-U.S. offices 107,051 119,915 109,014 ------------ ------- ------- ------- Total deposits 264,896 282,439 261,129 Federal funds purchased and securities sold under repurchase agreements 9,687 10,301 9,648 Trading liabilities 7,734 6,844 6,945 Payables to customers and broker-dealers 20,155 17,242 15,707 Commercial paper - 27 96 Other borrowed funds 852 1,458 663 Accrued taxes and other expenses 6,482 6,433 6,996 Other liabilities (includes allowance for lending- related commitments of $97, $124 and $134) 7,169 7,066 4,827 Long-term debt 21,583 20,327 19,864 -------------- ------ ------ ------ Subtotal liabilities of operations 338,558 352,137 325,875 Liabilities of consolidated investment management funds, at fair value: Trading liabilities 8,130 9,123 10,085 Other liabilities 10 6 46 ------------ --- --- --- Subtotal liabilities of consolidated investment management funds, at fair value 8,140 9,129 10,131 --------------- ----- ----- ------ Total liabilities 346,698 361,266 336,006 Temporary equity Redeemable noncontrolling interests 246 239 230 Permanent equity Preferred stock - par value $0.01 per share; authorized 100,000,000 shares; issued 15,826, 15,826 and 15,826 shares 1,562 1,562 1,562 Common stock - par value $0.01 per share; authorized 3,500,000,000 shares; issued 1,286,670,537, 1,281,585,137 and 1,268,036,220 shares 13 13 13 Additional paid- in capital 24,499 24,303 24,002 Retained earnings 17,670 16,796 15,952 Accumulated other comprehensive loss, net of tax (916) (402) (892) Less: Treasury stock of 160,960,855, 149,988,907 and 125,786,430 common shares, at cost (4,377) (3,946) (3,140) ---------------- ------ ------ ------ Total The Bank of New York Mellon Corporation shareholders' equity 38,451 38,326 37,497 Nonredeemable noncontrolling interests of consolidated investment management funds 901 909 783 --------------- --- --- --- Total permanent equity 39,352 39,235 38,280 --------------- ------ ------ ------ Total liabilities, temporary equity and permanent equity $386,296 $400,740 $374,516 ------------- -------- -------- --------
Impact of Adopting New Accounting Guidance
In the first quarter of 2014, BNY Mellon elected to early adopt the new accounting guidance included in Accounting Standards Update ("ASU") 2014-01, "Accounting for Investments in Qualified Affordable Housing Projects - a Consensus of the FASB Emerging Issues Task Force." This ASU allows companies that invest in qualified affordable housing projects to elect the proportional amortization method of accounting for these investments, if certain conditions are met. In the first quarter of 2014, we restated the prior period financial statements to reflect the impact of the retrospective application of the new accounting guidance.
The table below presents the impact of the new accounting guidance on our previously reported earnings per share applicable to the common shareholders.
Earnings per share applicable to the common shareholders of The Bank of New York Mellon Corporation As previously reported As revised ---------------------- ---------- (in dollars) 3Q13 YTD13 3Q13 YTD13 --------- ---- ----- ---- ----- Basic $0.83 $1.31 $0.82 $1.30 Diluted $0.82 $1.30 $0.82 $1.30 ------- ----- ----- ----- -----
The table below presents the impact of this new accounting guidance on our previously reported income statements.
Income statement As previously reported Adjustments As revised ---------------------- ----------- ---------- (in millions) 3Q13 YTD13 3Q13 YTD13 3Q13 YTD13 ------------ ---- ----- ---- ----- ---- ----- Investment and other income $135 $476 $16 $48 $151 $524 Total fee revenue 2,941 8,892 16 48 2,957 8,940 Total fee and other revenue 2,963 8,994 16 48 2,979 9,042 Income before income taxes 986 3,001 16 48 1,002 3,049 Provision (benefit) for income taxes (2) 1,365 21 55 19 1,420 Net income (loss) 988 1,636 (5) (7) 983 1,629 Net income (loss) applicable to shareholders of The Bank of New York Mellon Corporation 980 1,572 (5) (7) 975 1,565 Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation 967 1,534 (5) (7) 962 1,527 ----------------- --- ----- --- --- --- -----
The table below presents the impact of this new accounting guidance on our previously reported consolidated ratios and other measures.
Consolidated As previously ratios and other reported measures As revised -------------- ---------- (in dollars unless otherwise noted) 3Q13 3Q13 ----------------- ---- ---- Return on common equity 11.2% 11.1% Return on tangible common equity - Non- GAAP 28.4% 28.3% Return on tangible common equity - Non- GAAP adjusted 21.5% 21.3% BNY Mellon tangible common shareholders' equity to tangible assets of operations - Non-GAAP 6.4% 6.3% Book value per common share - GAAP $30.82 $30.80 Tangible book value per common share - Non- GAAP $13.36 $13.34 ----------------- ------ ------
SUPPLEMENTAL INFORMATION - EXPLANATION OF GAAP AND NON-GAAP FINANCIAL MEASURES
BNY Mellon has included in this Earnings Release certain Non-GAAP financial measures based upon fully phased-in Basel III CET1, SLR, Basel I CET1 and tangible common shareholders' equity. BNY Mellon believes that the Basel III CET1 ratio on a fully phased-in basis, the SLR on a fully phased-in basis, the ratio of Basel I CET1 to risk-weighted assets and the ratio of tangible common shareholders' equity to tangible assets of operations are measures of capital strength that provide additional useful information to investors, supplementing the capital ratios which are, or were, utilized by regulatory authorities. The tangible common shareholders' equity ratio includes changes in investment securities valuations which are reflected in total shareholders' equity. In addition, this ratio is expressed as a percentage of the actual book value of assets, as opposed to a percentage of a risk-based reduced value established in accordance with regulatory requirements, although BNY Mellon in its reconciliation has excluded certain assets which are given a zero percent risk-weighting for regulatory purposes and the assets of consolidated investment management funds to which BNY Mellon has limited economic exposure. Further, BNY Mellon believes that the return on tangible common equity measure, which excludes goodwill and intangible assets net of deferred tax liabilities, is a useful additional measure for investors because it presents a measure of BNY Mellon's performance in reference to those assets that can generate income. BNY Mellon has provided a measure of tangible book value per share, which it believes additional useful information as to the level of such assets in relation to shares of common stock outstanding.
BNY Mellon has presented revenue measures which exclude the effect of noncontrolling interests related to consolidated investment management funds, a gain on the sale of our investment in Wing Hang, a gain on the sale of the One Wall Street building, and a loss related to an equity investment; and expense measures which exclude M&I expenses, litigation charges, restructuring charges, amortization of intangible assets and the charge (recovery) related to investment management funds, net of incentives. Earnings per share, return on equity measures and operating margin measures, which exclude some or all of these items, are also presented. Earnings per share and return on equity measures also exclude the benefit related to the disallowance of certain foreign tax credits. Operating margin measures may also exclude amortization of intangible assets and the net negative impact of money market fee waivers, net of distribution and servicing expense. BNY Mellon believes that these measures are useful to investors because they permit a focus on period-to-period comparisons, which relate to the ability of BNY Mellon to enhance revenues and limit expenses in circumstances where such matters are within BNY Mellon's control. The excluded items, in general, relate to certain ongoing charges as a result of prior transactions or where we have incurred charges. M&I expenses primarily relate to the acquisitions of Global Investment Servicing on July 1, 2010 and BHF Asset Servicing GmbH on Aug. 2, 2010. M&I expenses generally continue for approximately three years after the transaction and can vary on a year-to-year basis depending on the stage of the integration. BNY Mellon believes that the exclusion of M&I expenses provides investors with a focus on BNY Mellon's business as it would appear on a consolidated going-forward basis, after such M&I expenses have ceased. Future periods will not reflect such M&I expenses, and thus may be more easily compared to our current results if M&I expenses are excluded. Litigation charges represent accruals for loss contingencies that are both probable and reasonably estimable, but exclude standard business-related legal fees. Restructuring charges relate to our streamlining actions, Operational Excellence Initiatives and migrating positions to Global Delivery Centers. Excluding these charges permits investors to view expenses on a basis consistent with how management views the business.
The presentation of income from consolidated investment management funds, net of net income attributable to noncontrolling interests related to the consolidation of certain investment management funds permits investors to view revenue on a basis consistent with how management views the business. BNY Mellon believes that these presentations, as a supplement to GAAP information, give investors a clearer picture of the results of its primary businesses.
In this Earnings Release, the net interest margin is presented on an FTE basis. We believe that this presentation provides comparability 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. Each of these measures as described above is used by management to monitor financial performance, both on a company-wide and on a business-level basis.
The following table presents the reconciliation of net income and diluted earnings per common share.
Reconciliation of net income and diluted EPS - GAAP to Non-GAAP 3Q13 2Q14 3Q14 ---- ---- ---- Net Diluted Net Diluted Net Diluted (in millions, except per common share amounts) income EPS income EPS income EPS --------------------------------------------- ------ --- ------ --- ------ --- Net income applicable to common shareholders of The Bank of New York Mellon Corporation - GAAP $962 $0.82 $554 $0.48 $1,070 $0.93 Less: Gain on the sale of our investment in Wing Hang - - - - 315 0.27 Gain on the sale of the One Wall Street building - - - - 204 0.18 Add: Litigation and restructuring charges 12 0.01 76 0.06 183 0.16 Charge related to investment management funds, net of incentives - - 85 0.07 - - Benefit related to the disallowance of certain foreign tax credits (261) (0.22) - - - - ------------------------------------------------------------------ ---- ----- --- --- --- --- Net income applicable to common shareholders of The Bank of New York Mellon Corporation - Non-GAAP $713 $0.61 $715 $0.62 (a) $734 $0.64 ----------------------------------------------------------------------------------------- ---- ----- ---- ----- --- ---- -----
(a) Does not foot due to rounding.
The following table presents the reconciliation of the pre-tax operating margin ratio.
Reconciliation of income before income taxes - pre- tax operating margin (dollars in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 -------------------- ---- ---- ---- ---- ---- Income before income taxes - GAAP $1,002 $728 $926 $811 $1,662 Less: Net income attributable to noncontrolling interests of consolidated investment management funds 8 17 20 17 23 Gain on the sale of our investment in Wing Hang - - - - 490 Gain on the sale of the One Wall Street building - - - - 346 Add: Amortization of intangible assets 81 82 75 75 75 M&I, litigation and restructuring charges 16 2 (12) 122 220 Charge (recovery) related to investment management funds, net of incentives - - (5) 109 - Income before income taxes, as adjusted - Non-GAAP (b) $1,091 $795 $964 $1,100 $1,098 Fee and other revenue - GAAP $2,979 $2,814 $2,883 $2,980 $3,851 Income from consolidated investment management funds - GAAP 32 36 36 46 39 Net interest revenue - GAAP 772 761 728 719 721 --------------------------- --- --- --- --- --- Total revenue - GAAP 3,783 3,611 3,647 3,745 4,611 Less: Net income attributable to noncontrolling interests of consolidated investment management funds 8 17 20 17 23 Gain on the sale of our investment in Wing Hang - - - - 490 Gain on the sale of the One Wall Street building - - - - 346 --------------------------- --- --- --- --- --- Total revenue, as adjusted - Non-GAAP (b) $3,775 $3,594 $3,627 $3,728 $3,752 Pre-tax operating margin (a) 26% 20% 25% 22% 36% Pre-tax operating margin - Non-GAAP (a)(b) 29% 22% 27% 30% 29% -------------------------- --- --- --- --- ---
(a) Income before taxes divided by total revenue. (b) Non-GAAP excludes M&I, litigation and restructuring charges, the gain on the sale of our investment in Wing Hang, the gain on the sale of the One Wall Street building, a charge (recovery) related to investment management funds, net of incentives and net income attributable to noncontrolling interests of consolidated investment management funds, if applicable.
The following table presents the reconciliation of the returns on common equity and tangible common equity.
Return on common equity and tangible common equity (dollars in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 -------------------- ---- ---- ---- ---- ---- Net income applicable to common shareholders of The Bank of New York Mellon Corporation - GAAP $962 $513 $661 $554 $1,070 Add: Amortization of intangible assets, net of tax 52 53 49 49 49 ------------------------------ --- --- --- --- --- Net income applicable to common shareholders of The Bank of New York Mellon Corporation excluding amortization of intangible assets - Non-GAAP 1,014 566 710 603 1,119 Less: Gain on the sale of our investment in Wing Hang - - - - 315 Gain on the sale of the One Wall Street building - - - - 204 Add: M&I, litigation and restructuring charges 12 1 (7) 76 183 Charge (recovery) related to investment management funds, net of incentives - - (4) 85 - Benefit related to the disallowance of certain foreign tax credits (261) - - - - ------------------------ ---- --- --- --- --- Net income applicable to common shareholders of The Bank of New York Mellon Corporation, as adjusted - Non-GAAP (b) $765 $567 $699 $764 $783 Average common shareholders' equity $34,264 $35,698 $36,289 $36,565 $36,751 Less: Average goodwill 17,975 18,026 18,072 18,149 18,109 Average intangible assets 4,569 4,491 4,422 4,354 4,274 Add: Deferred tax liability - tax deductible goodwill (a) 1,262 1,302 1,306 1,338 1,317 Deferred tax liability - intangible assets (a) 1,242 1,222 1,259 1,247 1,230 ------------------------ ----- ----- ----- ----- ----- Average tangible common shareholders' equity - Non- GAAP $14,224 $15,705 $16,360 $16,647 $16,915 Return on common equity - GAAP (b)(c) 11.1% 5.7% 7.4% 6.1% 11.6% Return on common equity - Non- GAAP (b)(c) 8.9% 6.3% 7.8% 8.4% 8.5% Return on tangible common equity - Non-GAAP (b)(c) 28.3% 14.3% 17.6% 14.5% 26.2% Return on tangible common equity - Non-GAAP adjusted (b)(c) 21.3% 14.3% 17.3% 18.4% 18.4% --------------------------- ---- ---- ---- ---- ----
(a) Deferred tax liabilities are based on fully phased-in Basel III rules. The quarters of 2014 include deferred tax liabilities on tax deductible intangible assets permitted under Basel III rules. (b) Non-GAAP excludes M&I, litigation and restructuring charges, the gain on the sale of our investment in Wing Hang, the gain on the sale of the One Wall Street building, a charge (recovery) related to investment management funds, net of incentives and the benefit related to the disallowance of certain foreign tax credits, if applicable. (c) Annualized.
The following table presents the reconciliation of the equity to assets ratio and book value per common share.
Equity to assets and book value per common share Sept. 30, 2013 June 30, 2014 Sept. 30, 2014 -------------- ------------- -------------- (dollars in millions, unless otherwise noted) ------------------------ BNY Mellon shareholders' equity at period end - GAAP $36,935 $38,326 $38,451 Less: Preferred stock 1,562 1,562 1,562 ---------------------- ----- ----- ----- BNY Mellon common shareholders' equity at period end - GAAP 35,373 36,764 36,889 Less: Goodwill 18,025 18,196 17,992 Intangible assets 4,527 4,314 4,215 Add: Deferred tax liability - tax deductible goodwill (a) 1,262 1,338 1,317 Deferred tax liability - intangible assets (a) 1,242 1,247 1,230 ------------------------ ----- ----- ----- BNY Mellon tangible common shareholders' equity at period end - Non-GAAP $15,325 $16,839 $17,229 Total assets at period end - GAAP $372,124 $400,740 $386,296 Less: Assets of consolidated investment management funds 11,691 10,428 9,562 ------------------------ ------ ------ ----- Subtotal assets of operations - Non-GAAP 360,433 390,312 376,734 Less: Goodwill 18,025 18,196 17,992 Intangible assets 4,527 4,314 4,215 Cash on deposit with the Federal Reserve and other central banks (b) 96,316 104,916 90,978 -------------------------- ------ ------- ------ Tangible total assets of operations at period end - Non-GAAP $241,565 $262,886 $263,549 BNY Mellon shareholders' equity to total assets - GAAP 9.9% 9.6% 10.0% BNY Mellon common shareholders' equity to total assets - GAAP 9.5% 9.2% 9.5% BNY Mellon tangible common shareholders' equity to tangible assets of operations - Non-GAAP 6.3% 6.4% 6.5% Period-end common shares outstanding (in thousands) 1,148,522 1,131,596 1,125,710 Book value per common share - GAAP $30.80 $32.49 $32.77 Tangible book value per common share - Non-GAAP $13.34 $14.88 $15.30 ------------------------ ------ ------ ------
(a) Deferred tax liabilities are based on fully phased-in Basel III rules. The quarters of 2014 include deferred tax liabilities on tax deductible intangible assets permitted under Basel III rules. (b) Assigned a zero percent risk- weighting by the regulators.
The following table presents income from consolidated investment management funds, net of noncontrolling interests.
Income from consolidated investment management funds, net of noncontrolling interests 3Q13 4Q13 1Q14 2Q14 3Q14 (in millions) ------------ Income from consolidated investment management funds $32 $36 $36 $46 $39 Less: Net income attributable to noncontrolling interests of consolidated investment management funds 8 17 20 17 23 --- --- --- --- --- Income from consolidated investment management funds, net of noncontrolling interests $24 $19 $16 $29 $16 ------------------ --- --- --- --- ---
The following table presents the line items in the Investment Management business impacted by the consolidated investment management funds.
Income from consolidated investment management funds, net of noncontrolling interests (in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 ------------ ---- ---- ---- ---- ---- Investment management fees $20 $20 $18 $18 $15 Other (Investment income) 4 (1) (2) 11 1 ------------------------ --- --- --- --- --- Income from consolidated investment management funds, net of controlling interests $24 $19 $16 $29 $16 ----------------------------- --- --- --- --- ---
The following table presents the reconciliation of the pre-tax operating margin for the Investment Management business.
Pre-tax operating margin - Investment Management business (dollars in millions) 3Q13 4Q13 1Q14 2Q14 3Q14 -------------------- ---- ---- ---- ---- ---- Income before income taxes - GAAP $225 $266 $246 $171 $245 Add: Amortization of intangible assets 35 35 31 31 31 Money market fee waivers 30 33 35 28 29 Charge (recovery) related to investment management funds, net of incentives - - (5) 109 - ----------------------------- --- --- --- --- --- Income before income taxes excluding amortization of intangible assets, money market fee waivers and the charge (recovery) related to investment management funds, net of incentives - Non- GAAP $290 $334 $307 $339 $305 Total revenue - GAAP $949 $1,061 $970 $1,036 $1,003 Less: Distribution and servicing expense 107 108 106 111 105 Money market fee waivers benefiting distribution and servicing expense 38 38 38 37 38 Add: Money market fee waivers impacting total revenue 68 71 73 65 67 ------------------------ --- --- --- --- --- Total revenue net of distribution and servicing expense $872 $986 $899 $953 $927 and excluding money market fee waivers - Non-GAAP Pre-tax operating margin (a) 24% 25% 25% 16% 24% Pre-tax operating margin excluding amortization of intangible assets, money market fee waivers, the charge (recovery) related to investment management funds, net of incentives and net of distribution and servicing expense - Non-GAAP (a) 33% 34% 34% 36% 33% ----------------------------- --- --- --- --- ---
(a) Income before taxes divided by total revenue.
Capital Ratios
BNY Mellon has presented its estimated fully phased-in Basel III CET1 ratios and SLR based on its interpretation of the Final Capital Rules, which are being gradually phased-in over a multi-year period, as supplemented by the Federal Reserve's final rules concerning the SLR published on Sept. 3, 2014, and on the application of such rules to BNY Mellon's businesses as currently conducted. Management views the estimated fully phased-in Basel III CET1 ratio and SLR as key measures in monitoring BNY Mellon's capital position and progress against future regulatory capital standards. Additionally, the presentation of the estimated fully phased-in Basel III CET1 ratios and SLR are intended to allow investors to compare these ratios with estimates presented by other companies. The estimated fully phased-in Basel III CET1 ratios assume all relevant regulatory approvals. The Final Capital Rules require approval by banking regulators of certain models used as part of risk-weighted asset calculations. If these models are not approved, the estimated fully phased-in Basel III CET1 ratios would likely be adversely impacted.
Risk-weighted assets at Sept. 30, 2014 and June 30, 2014 under the transitional Advanced Approach do not reflect the use of a simple value-at-risk methodology for repo-style transactions (including agented indemnified securities lending transactions), eligible margin loans, and similar transactions. BNY Mellon has requested written approval to use this methodology.
Our capital ratios are necessarily subject to, among other things, BNY Mellon's further review of applicable rules, anticipated compliance with all necessary enhancements to model calibration, approval by regulators of certain models used as part of risk-weighted asset calculations, other refinements, further implementation guidance from regulators, market practices and standards and any changes BNY Mellon may make to its businesses. Consequently, our capital ratios remain subject to ongoing review and revision and may change based on these factors.
The following are the primary differences between risk-weighted assets determined under fully phased-in Basel III-Standardized Approach and Basel I. Credit risk is determined under Basel I using predetermined risk-weights and asset classes and relies in part on the use of external credit ratings. Under fully phased-in Basel III, the Standardized Approach uses a broader range of predetermined risk-weights and asset classes and certain alternatives to external credit ratings. Securitization exposure receives a higher risk-weighting under fully phased-in Basel III than Basel I, and fully phased-in Basel III includes additional adjustments for market risk, counterparty credit risk and equity exposures. Additionally, the Standardized Approach eliminates the use of the VaR approach, whereas the Advanced Approach permits the VaR approach but requires certain model qualifications and approvals, for determining risk-weighted assets on certain repo-style transactions. In 2014, Standardized Approach and Advanced Approach risk-weighted assets include transition adjustments for intangible assets, other than goodwill, and equity exposure.
The following table presents the reconciliation of our estimated fully phased-in Basel III CET1 ratio under the Standardized Approach and Advanced Approach.
Estimated fully phased-in Basel III CET1 ratio - Non-GAAP (a) Sept. 30, 2013 June 30, Sept. 30, 2014 2014 ---- (dollars in millions) -------------------- Total Tier 1 capital $18,074 $20,669 $21,019 Adjustments to determine estimated fully phased-in Basel III CET1: Deferred tax liability - tax deductible intangible assets 82 - - Intangible deduction - (2,453) (2,388) Preferred stock (1,562) (1,562) (1,562) Trust preferred securities (324) (171) (162) Other comprehensive income (loss) and net pension fund assets: Securities available-for-sale 487 586 578 Pension liabilities (1,348) (691) (675) Net pension fund assets (279) - - ----------------------- ---- --- --- Total other comprehensive income (loss) and net pension fund assets (1,140) (105) (97) Equity method investments (479) (99) (92) Deferred tax assets (26) - - Other 18 (2) 2 ----- --- --- --- Total estimated fully phased-in Basel III CET1 $14,643 $16,277 $16,720 Under the Standardized Approach: -------------------------------- Estimated fully phased-in Basel III risk- weighted assets $145,589 $158,168 $154,298 Estimated fully phased-in Basel III CET1 ratio - Non-GAAP (b) 10.1% 10.3% 10.8% Under the Advanced Approach: ---------------------------- Estimated fully phased-in Basel III risk- weighted assets $131,583 $162,072 $167,933 Estimated fully phased-in Basel III CET1 ratio - Non-GAAP (b) 11.1% 10.0% 10.0% ---------------------------------------------- ---- ---- ----
(a) Sept. 30, 2014 information is preliminary. (b) Beginning with June 30, 2014, risk- based capital ratios include the net impact of including the total consolidated assets of certain consolidated investment management funds in risk-weighted assets. These assets were not included in prior periods.
The following table presents the reconciliation of our Basel I CET1 ratio.
Basel I CET1 ratio Sept. 30, 2013 (dollars in millions) -------------------- Total Tier 1 capital - Basel I $18,074 Less: Trust preferred securities 324 Preferred stock 1,562 --------------- ----- Total CET1 - Basel I $16,188 Total risk-weighted assets - Basel I $114,404 Basel I CET1 ratio - Non-GAAP 14.2% ----------------------------- ----
The following table presents the components of our fully phased-in estimated SLR.
Estimated SLR - Non-GAAP (a) June 30, Sept. 30, 2014 (dollars in millions) 2014 -------------------- ---- Total CET1 - fully phased- in $16,277 $16,720 Additional Tier 1 capital 1,562 1,560 ------------------------- ----- Total Tier 1 capital $17,839 $18,280 Total leverage exposure: Quarterly average total assets $369,212 $380,409 Less: Amounts deducted from Tier 1 capital 20,480 20,166 --------------------------- ------ ------ Total on-balance sheet assets, as adjusted 348,732 360,243 Off-balance sheet exposures: Potential future exposure for derivatives contracts (plus certain other items) 11,115 11,694 Repo-style transaction exposures included in SLR - - Credit-equivalent amount of other off-balance sheet exposures (less SLR exclusions) 22,658 21,924 -------------------------- ------ ------ Total off-balance sheet exposures 33,773 33,618 ----------------------- ------ ------ Total leverage exposure $382,505 $393,861 Estimated SLR 4.7% 4.6% ------------- --- ---
(a) The estimated fully phased-in SLR as of June 30, 2014 is based on our interpretation of the Final Capital Rules, as supplemented by the Notice of Proposed Rulemaking released in April 2014 concerning the SLR, except that off-balance sheet exposures included in total leverage exposure reflect the end of period measures, rather than a daily average. The estimated fully phased-in SLR as of Sept. 30, 2014 is based on our interpretation of the Final Capital Rules, as supplemented by the Federal Reserve's final rules on the SLR. On a fully phased- in basis, we expect to satisfy a minimum SLR of over 5%, 3% attributable to a regulatory minimum SLR, and greater than 2% attributable to a buffer applicable to U.S. G-SIBs.
DIVIDENDS
Common - On Oct. 17, 2014, The Bank of New York Mellon Corporation declared a quarterly common stock dividend of $0.17 per common share. This cash dividend is payable on Nov. 7, 2014 to shareholders of record as of the close of business on Oct. 28, 2014.
Preferred - On Oct. 17, 2014, The Bank of New York Mellon Corporation also declared the following dividends for the noncumulative perpetual preferred stock, liquidation preference $100,000 per share, for the dividend period ending in December 2014, in each case, payable on Dec. 22, 2014 to holders of record as of the close of business on Dec. 5, 2014:
-- $1,011.11 per share on the Series A Preferred Stock (equivalent to $10.1111 per Normal Preferred Capital Security of Mellon Capital IV, each representing 1/100th interest in a share of Series A Preferred Stock); -- $1,300.00 per share on the Series C Preferred Stock (equivalent to $0.3250 per depositary share, each representing a 1/4,000th interest in a share of the Series C Preferred Stock); and -- $2,250.00 per share on the Series D Preferred Stock (equivalent to approximately $22.50 per depositary share, each representing a 1/100th interest in a share of the Series D Preferred Stock).
BNY Mellon is a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries and more than 100 markets. As of Sept. 30, 2014, BNY Mellon had $28.3 trillion in assets under custody and/or administration, and $1.6 trillion in assets under management. BNY Mellon can act as a single point of contact for clients looking to create, trade, hold, manage, service, distribute or restructure investments. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK). Additional information is available on www.bnymellon.com, or follow us on Twitter @BNYMellon.
SUPPLEMENTAL FINANCIAL INFORMATION
The Quarterly Financial Trends for The Bank of New York Mellon Corporation has been updated through Sept. 30, 2014 and are available at www.bnymellon.com (Investor Relations - Financial Reports).
CAUTIONARY STATEMENT
A number of statements (i) in this Earnings Release, (ii) in our presentations and (iii) in the responses to questions on our conference call discussing our quarterly results and other public events may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 including our estimated capital ratios and expectations relating to those ratios, preliminary business metrics and statements made regarding our margins and return on capital and our plans relating to the securities portfolio and impact on net interest revenue. These statements may be expressed in a variety of ways, including the use of future or present tense language. These statements and other forward-looking statements contained in other public disclosures of The Bank of New York Mellon Corporation which make reference to the cautionary factors described in this Earnings Release are based upon current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond BNY Mellon's control). Actual results may differ materially from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth in BNY Mellon's Annual Report on Form 10-K for the year ended Dec. 31, 2013 and BNY Mellon's other filings with the Securities and Exchange Commission. All forward-looking statements in this Earnings Release speak only as of Oct. 17, 2014, and BNY Mellon undertakes no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events.
Contacts: MEDIA: ANALYSTS: ----------------- --------- Kevin Heine Izzy Dawood (212) 635-1590 (212) 635-1850 kevin.heine@bnymellon.com izzy.dawood@bnymellon.com
SOURCE BNY Mellon