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EX-99.1 - EX-99.1 - Bank of New York Mellon Corpd482874dex991.htm

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – February 11, 2013

 

 

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-35651   13-2614959

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

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

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 8.01. OTHER EVENTS.

On February 11, 2013, The Bank of New York Mellon Corporation (“BNY Mellon”) issued a press release in response to a ruling by the U.S. Tax Court regarding the Internal Revenue Service’s disallowance of certain foreign tax credits claimed for the 2001 and 2002 tax years. As a result of the ruling, BNY Mellon expects to take an after-tax charge of approximately $850 million during the first quarter of 2013. After taking the charge, BNY Mellon expects it will continue to be well capitalized and its Basel III Tier 1 common equity ratio will be impacted by approximately 55 basis points. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information presented in this Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, relate to, among other things, our after-tax charge during the first quarter of 2013, our well capitalized status and the impact on our Basel III Tier 1 common equity ratio. These statements are based upon current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond BNY Mellon’s control). Factors that could cause BNY Mellon’s results to differ materially can be found in the risk factors set forth in BNY Mellon’s Annual Report on Form 10-K for the year ended December 31, 2011, the Quarterly Reports on Form 10-Q for the quarters ended June 30, 2012 and September 30, 2012 and its other filings with the Securities and Exchange Commission. All statements in this Form 8-K speak only as of February 12, 2013 and BNY Mellon undertakes no obligation to update the information in this Form 8-K to reflect events or circumstances that arise after that date or reflect the occurrence of unanticipated events, except as required by federal securities laws.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

  (d) EXHIBITS.

 

Exhibit
Number
   Description
99.1    Press release dated February 11, 2013


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    The Bank of New York Mellon Corporation
   

    (Registrant)

Date: February 12, 2013     By:  

/s/ Craig T. Beazer

    Name:   Craig T. Beazer
    Title:   Assistant Secretary


EXHIBIT INDEX

 

Number    Description    Method of Filing  
99.1    Press Release dated February 11, 2013      Filed herewith