The Bank of New York Mellon(BK) - 2022 Q4 - Annual Report

Part I Business BNY Mellon is a global financial services company providing securities, market, wealth, and investment management services, emphasizing human capital and operating in a competitive, regulated environment Description of Business BNY Mellon, a Delaware corporation founded in 1784, is a global financial services company with $44.3 trillion in assets under custody and/or administration and $1.8 trillion in assets under management as of December 31, 2022 - The company's two principal U.S. banking subsidiaries are The Bank of New York Mellon, housing Securities Services and parts of Market and Wealth Services, and BNY Mellon, N.A., which includes Wealth Management and Pershing businesses[17] - BNY Mellon SA/NV serves as the primary banking subsidiary in continental Europe, regulated by the European Central Bank and the National Bank of Belgium, with its main office in Brussels and branches across Europe[19] Human Capital Management BNY Mellon's human capital strategy focuses on building an inclusive global team with executive compensation tied to diversity, equity, and inclusion goals, alongside comprehensive employee development and wellbeing programs Workforce and Leadership Diversity (End of 2022) | Group | Metric | Percentage | | :--- | :--- | :--- | | Global Workforce | Women | 40% | | U.S. Workforce | Women | 43% | | U.S. Workforce | Underrepresented Ethnic/Racial Backgrounds | 38% | | Executive Committee | Women | 35% | | Executive Committee | Underrepresented Ethnic/Racial Backgrounds | 20% | | Board of Directors | Women | 36% | | Board of Directors | Underrepresented Ethnic/Racial Backgrounds | 36% | - Executive Committee members' variable compensation is influenced by performance against DEI goals, which include targets for senior leader diversity[25] - In December 2022, BNY Mellon announced a grant of 10 restricted stock units (RSUs) to eligible employees, to be awarded in February 2023[28] Competition BNY Mellon faces intense competition across all business areas from a wide range of domestic and international financial services firms, technology providers, and non-bank entities - Competitors include domestic and international financial firms, technology service providers, investment management firms, hedge funds, and investment banking companies[32] - Competition is based on factors such as customer service, transaction execution, capital access, product range, performance, technology, price, and reputation[33] - The company's business is organized into three principal segments: Securities Services, Market and Wealth Services, and Investment and Wealth Management, with an 'Other' segment for activities like the leasing portfolio and corporate treasury[15] Key Business Metrics (as of Dec. 31, 2022) | Metric | Value | | :--- | :--- | | Assets under Custody and/or Administration | $44.3 trillion | | Assets under Management | $1.8 trillion | - Globally, BNY Mellon had approximately 51,700 full-time employees at the end of 2022, with about 50% based outside the U.S[30] Risk Factors This section incorporates by reference the detailed discussion of risk factors from the "MD&A – Risk Factors" section of the company's 2022 Annual Report to Shareholders - The information required for this item is set forth in the Annual Report under "MD&A – Risk Factors," which is incorporated by reference[35] Unresolved Staff Comments The company reports that there are no unresolved comments from the SEC staff - None[36] Properties BNY Mellon's corporate headquarters is an owned 1.2 million square foot building in New York City, supplemented by owned and leased office space globally across the Americas, EMEA, and APAC regions Global Office Space | Region | Space (approx. square feet) | | :--- | :--- | | Corporate Headquarters (NYC) | 1.2 million (owned) | | Americas (ex-HQ) | 5.7 million (leased and owned) | | EMEA | 1.1 million (leased and owned) | | APAC | 1.5 million (leased) | Legal Proceedings This section incorporates by reference the information on legal proceedings from Note 22 of the Notes to Consolidated Financial Statements in the company's 2022 Annual Report - Information regarding legal proceedings is incorporated by reference from Note 22 of the Notes to Consolidated Financial Statements in the Annual Report[36] Mine Safety Disclosures This item is not applicable to BNY Mellon - Not applicable[36] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities BNY Mellon's common stock is traded on the New York Stock Exchange under the ticker symbol BK, with 22,256 holders of record as of January 31, 2023, and the company conducts share repurchases through various methods - The company's common stock is listed on the New York Stock Exchange under the ticker symbol BK[37] - As of January 31, 2023, there were 22,256 holders of record of the company's common stock[37] - Share repurchases may be executed through open market purchases, privately negotiated transactions, or other means like Rule 10b5-1 plans and accelerated share repurchase programs[38] Reserved This item is intentionally left blank Management's Discussion and Analysis of Financial Condition and Results of Operations This section incorporates by reference the Management's Discussion and Analysis (MD&A) and several notes from the Consolidated Financial Statements contained within the company's 2022 Annual Report - The information for this item is incorporated by reference from the MD&A and specific notes (3, 6, 12, 14, 19, 22, 23) in the Annual Report[39] Quantitative and Qualitative Disclosures About Market Risk This section incorporates by reference disclosures about market risk from various sections of the MD&A and Notes to Consolidated Financial Statements in the company's 2022 Annual Report - Information on market risk is incorporated by reference from the "Trading activities and risk management," "Asset/liability management," and "Risk Management" sections of the MD&A, as well as Notes 1, 20, and 23 of the financial statements in the Annual Report[40] Financial Statements and Supplementary Data This section refers to Item 15 for a detailed list of financial statements and exhibits, which are incorporated by reference - A detailed listing of financial statements and exhibits is provided in Item 15 and is incorporated by reference[41] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure This item is not applicable, indicating no changes in or disagreements with the company's accountants on accounting and financial disclosure - Not applicable[42] Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2022, with no material changes to internal control over financial reporting during Q4 2022 - Based on an evaluation as of Dec. 31, 2022, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[43] - No changes in internal control over financial reporting occurred during Q4 2022 that materially affected, or are reasonably likely to materially affect, the internal controls[44] Other Information This item is not applicable - Not applicable[45] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable - Not applicable[45] Part III Directors, Executive Officers and Corporate Governance This section provides information about the company's executive officers and incorporates by reference details regarding directors and corporate governance from the 2023 Proxy Statement, including adopted Codes of Conduct - The company has a Code of Conduct for all employees, including senior financial officers, and a separate Directors' Code of Conduct, both available on its website[46][49] Executive Officers | Name | Age | Position(s) | | :--- | :--- | :--- | | Jolen Anderson | 44 | Senior Executive Vice President and Global Head of Human Resources | | Bridget E. Engle | 59 | Senior Executive Vice President and Head of Operations and Technology | | Hani A. Kablawi | 54 | Senior Executive Vice President and Chairman of International | | Catherine Keating | 61 | Senior Executive Vice President and Chief Executive Officer of Wealth Management | | Senthil Kumar | 57 | Senior Executive Vice President and Chief Risk Officer | | Kurtis R. Kurimsky | 49 | Vice President and Controller | | J. Kevin McCarthy | 58 | Senior Executive Vice President and General Counsel | | Dermot McDonogh | 57 | Senior Executive Vice President and Chief Financial Officer | | Emily Portney | 51 | Senior Executive Vice President and Chief Executive Officer of Asset Servicing | | Roman Regelman | 51 | Senior Executive Vice President, Chief Executive Officer of Asset Servicing, Issuer Services and Digital | | Akash Shah | 37 | Senior Executive Vice President and Chief Growth Officer | | Hanneke Smits | 56 | Senior Executive Vice President and Chief Executive Officer of Investment Management | | Robin Vince | 51 | President and Chief Executive Officer | Executive Compensation This section incorporates by reference information on director and executive compensation from the company's 2023 Proxy Statement, specifically citing relevant compensation sections - Information regarding executive compensation is incorporated by reference from the company's Proxy Statement, including the Compensation Discussion & Analysis and Executive Compensation Tables[52] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section incorporates by reference information on security ownership and equity compensation plans from the "Additional Information" section of the company's 2023 Proxy Statement - Information on security ownership by certain beneficial owners and management is incorporated by reference from the Proxy Statement[53] Certain Relationships and Related Transactions, and Director Independence This section incorporates by reference information on related party transactions and director independence from the "Corporate Governance and Board Information" section of the company's 2023 Proxy Statement - Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the Proxy Statement[54] Principal Accountant Fees and Services This section incorporates by reference information on principal accountant fees and services from the "Item 4 – Ratification of KPMG LLP" section of the company's 2023 Proxy Statement, identifying KPMG LLP as the principal accountant - Information on principal accountant fees and services is incorporated by reference from the Proxy Statement. The firm is KPMG LLP, with PCAOB ID number 185[55] Part IV Exhibit and Financial Statement Schedules This section provides an index of all financial statements, schedules, and exhibits filed with or incorporated by reference into the Form 10-K, including consolidated financial statements and various corporate governance and compensation documents - The Consolidated Income Statement, Balance Sheet, Cash Flows, Changes in Equity, and related notes are incorporated by reference from pages 116-195 of the Annual Report[57] - The Index to Exhibits lists numerous documents, including the Restated Certificate of Incorporation (3.1), Amended and Restated By-Laws (3.9), various employee and director compensation plans (10.1-10.44), and certifications by the CEO and CFO (31.1, 31.2, 32.1, 32.2)[60][61][64][69] Form 10-K Summary The company has not provided a summary for the Form 10-K in this section - None[58]