12-31-2007 Bank of New York Mellon 10-K
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2007 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-52710 THE BANK OF NEW YORK MELLON CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-2614959 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Wall Street New York, New York 10286 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code - (212) 495-1784 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $0.01 par value New York Stock Exchange 6.875% Preferred Trust Securities, Series E New York Stock Exchange 5.95% Preferred Trust Securities, Series F New York Stock Exchange 6.244% Fixed-to-Floating Rate Normal New York Stock Exchange Preferred Capital Securities of Mellon Capital IV, fully and unconditionally guaranteed by The Bank of New York Mellon Corporation Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [ ] No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ ] No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ ] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [ ] No As of June 30, 2007, 714,335,213 shares, of the total outstanding shares of 716,999,851, of the outstanding voting common stock of the registrant’s predecessor, The Bank of New York Company, Inc., $7.50 par value per share, having a market value of $31,380,745,907, were held by nonaffiliates. As of January 31, 2008, 1,141,369,188 shares of the registrant’s voting common stock, $0.01 par value per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference in the following parts of this Annual Report: The Bank of New York Mellon Corporation 2008 Proxy Statement-Part III The Bank of New York Mellon Corporation 2007 Annual Report to Shareholders-Parts I, II, III and IV Available Information Forward-Looking Statements This Form 10-K filed by the Bank of New York This Form 10-K contains statements relating to Mellon Corporation (“The Bank of New York future results of the Corporation that are considered Mellon” or “BNY Mellon” or the “Corporation”) “forward-looking statements.” These statements, with the Securities and Exchange Commission which may be expressed in a variety of ways, (“SEC”) contains the Exhibits listed on the Index to including the use of future or present tense language, Exhibits beginning on page 36, including those relate to, among other things: The impact of portions of the Corporation’s 2007 Annual Report to increases in insurance assessments, the impact of Shareholders (the “Annual Report”), which are Basel II, the effect of technological innovations and incorporated by reference herein. For a free copy of long-term global business trends, the effect of BNY Mellon’s Annual Report or the Proxy worldwide pension reform, the impact of regulatory Statement for its 2008 Annual Meeting, as filed with accords and implementing regulations on capital the SEC, send a written request to the Secretary of requirements and other aspects of our business, the the Corporation, One Wall Street, New York, NY impact of developments in the securities processing 10286. BNY Mellon’s Annual Report is, and the industry, the impact of non-prosecution and Proxy Statement for its 2008 Annual Meeting upon settlement agreements with governmental filing with the SEC will be, available on our Internet authorities, the adequacy of tax reserves and the site at www.bnymellon.com. We also make impact of legal and regulatory proceedings. These available, free of charge, on our Internet site the forward-looking statements, and other forward- Corporation’s annual reports on Form 10-K, looking statements contained in other public quarterly reports on Form 10-Q, current reports on disclosures of the Corporation (including those Form 8-K and amendments to those reports as soon incorporated in this Form 10-K) are based on as reasonably practicable after we electronically file assumptions that involve risks and uncertainties and such materials with, or furnish them to, the SEC. that are subject to change based on various important The following materials are also available, free of factors (some of which are beyond the Corporation’s charge, on our Internet site at www.bnymellon.com control), including those factors described in Item under “Investor Relations, Corporate Governance” 1A. Actual results may differ materially from those and are also available free of charge in print by expressed or implied as a result of these risks and written request from the Secretary of the uncertainties, including, but not limited to Corporation at One Wall Street, New York, NY uncertainties inherent in the litigation and litigation 10286: settlement process. • the Corporation’s Code of Conduct, which is All forward-looking statements speak only as of the applicable to all employees, including the date on which such statements are made, and the Corporation’s senior financial officers; Corporation undertakes no obligation to update any statement to reflect events or circumstances after the • the Corporation’s Corporate Governance date on which such statement is made or to reflect Guidelines; and the occurrence of unanticipated events. • the Charters of Audit and Examining, In this Form 10-K, references to “our,” “we,” “us,” Corporate Governance and Nominating, the “company,” the “Company,” the “Corporation” Human Resources and Compensation, and and similar terms for periods prior to July 1, 2007, Risk Committees of the Board of Directors. refer to The Bank of New York Company, Inc., and references to “our,” “we,” “us,” the “Company,” the The contents of BNY Mellon’s Internet site are not “Corporation” and similar terms for periods on or part of this Form 10-K. after July 1, 2007, refer to BNY Mellon. THE BANK OF NEW YORK MELLON CORPORATION FORM 10-K INDEX PART I Item 1. Business........................................................................................................................... 3 Item 1A. Risk factors.................................................................................................................... 13 Item 1B. Unresolved staff comments ........................................................................................... 22 Item 2. Properties....................................................................................................................... 22 Item 3. Legal and regulatory proceedings ................................................................................. 23 Item 4. Submission of matters to a vote of security holders...................................................... 24 Executive Officers of the Registrant ....................................................................................................... 25 PART II Item 5. Market for the registrant’s common equity, related stockholder matters and issuer purchases of equity securities ................................... 26 Item 6. Selected financial data................................................................................................... 26 Item 7. Management’s discussion and analysis of financial condition and results of operations............................................................................................. 26 Item 7A. Quantitative and qualitative disclosures about market risk........................................... 26 Item 8. Financial statements and supplementary data ............................................................... 26 Item 9. Changes in and disagreements with accountants on accounting and financial disclosure ........................................................................... 26 Item 9A. Controls and procedures................................................................................................ 26 Item 9B. Other