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