8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – November 6, 2009

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in charter)

Delaware	000-52710	13-2614959
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Wall Street New York, New York	10286
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code – (212) 495-1784

N/A

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

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

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

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

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

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 20, 2009, the Registrant issued a press release announcing results of operations for third quarter 2009 for The Bank of New York Mellon Corporation. The Registrant previously furnished the press release as Exhibit 99.1 to a Current Report on Form 8-K, dated October 20, 2009, pursuant to General Instruction B.2 of Form 8-K.

A version of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference. However, the references in the press release to the Registrant’s website, http://www.bnymellon.com/, shall not be deemed to include the contents of the website in the press release or in this Form 8-K. The information included herein is to be considered “filed” under the Securities Exchange Act of 1934 and is incorporated by reference into all filings made by the Registrant under the Securities Act of 1933 and the Securities Exchange Act of 1934 which state that this Current Report on Form 8-K is incorporated therein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS.

Exhibit Number	Description
99.1	The Bank of New York Mellon Corporation Press Release dated October 20, 2009, announcing results of operations for third quarter 2009 for The Bank of New York Mellon Corporation.

SIGNATURES

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

	The Bank of New York Mellon Corporation
	(Registrant)
Date: November 6, 2009	BY:	/S/    ARLIE R. NOGAY
	Name:	Arlie R. Nogay
	Title:	Corporate Secretary

EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Press Release dated October 20, 2009.	Filed herewith

EX-99.1

Exhibit 99.1

Press Release

Contacts:	MEDIA:	ANALYSTS:
	Kevin Heine	Andy Clark
	(212) 635-1569	(212) 635-1803

BNY MELLON REPORTS THIRD QUARTER CONTINUING EPS LOSS OF $2.04. IMPACTED BY:

• $2.54 Investment securities portfolio restructuring charge

• $0.03 M&I expenses

CONTINUING EPS OF $0.54 (excluding investment securities portfolio restructuring and M&I expenses)

BALANCE SHEET RISK SIGNIFICANTLY REDUCED

• Fixed income price rally improved portfolio valuation by $1.8 billion in the third quarter of 2009, consequently:

• Sold $3.6 billion of the lowest quality securities

• Restructuring $8.5 billion of securities, with an opportunity to recover a portion of the loss over time

• Actions and market price recovery reduced the unrealized loss in the securities portfolio over 80%

CAPITAL REMAINS STRONG; 90% OF RESTRUCTURING CHARGE PREVIOUSLY REFLECTED IN TANGIBLE CAPITAL

• TCE of 5.2%, Tier 1 of 11.3%, Tier 1 Common 9.8%

REVENUE INCREASE AND EXPENSE DISCIPLINE RESULTED IN POSITIVE OPERATING LEVERAGE (excluding investment securities portfolio restructuring)

NEW YORK, Oct. 20, 2009 — The Bank of New York Mellon Corporation (NYSE:BK) today reported a third quarter loss from continuing operations applicable to common shareholders of $2.439 billion, or $2.04 per common share, compared with income of $303 million, or $0.26 per common share, in the third quarter of 2008 and $267 million, or $0.23 per common share, in the second quarter of 2009.

Net loss applicable to common shareholders, including discontinued operations, totaled $2.458 billion, or $2.05 per common share, in the third quarter of 2009, compared with net income of $303 million, or $0.26 per common share, in the third quarter of 2008 and $176 million, or $0.15 per common share, in the second quarter of 2009.

1

Third Quarter Results – Unless otherwise noted, all comments begin with the results of the third quarter of 2009 and are compared to the third quarter of 2008, all information is reported on a continuing operations basis and sequential growth rates are unannualized (unless otherwise stated). Please refer to the Quarterly Earnings Review for detailed business segment information.

Total revenue

Reconciliation of total revenue								3Q09 vs.
(dollar amounts in millions)	3Q09			2Q09		3Q08		3Q08		2Q09
Fee and other revenue – GAAP	$	(2,216	)	$	2,257	$	2,926	N/M		N/M
Investment securities losses		4,833			256		162	N/M		N/M
Total fee revenue – GAAP		2,617			2,513		3,088	(15	)%	4	%
Net interest revenue – GAAP		716			700		681	5		2
SILO/LILO charges		—			—		112	N/M		N/M
Total revenue excluding investment securities losses and SILO/LILO charges – Non-GAAP	$	3,333		$	3,213	$	3,881	(14	)%	4	%

N/M – Not meaningful.

• Assets under custody and administration amounted to $22.1 trillion at Sept. 30, 2009, a decrease of 1% compared with the prior year and an increase of 7% sequentially. The year-over-year decrease reflects continued new business wins, which were offset by lower market values, while the sequential increase primarily reflects higher market values and new business. Assets under management , excluding securities lending assets, amounted to $966 billion at Sept. 30, 2009. This represents a decrease of 9% compared with the prior year, and a 4% sequential increase. Net asset outflows in the third quarter totaled $16 billion, primarily reflecting $14 billion of money market outflows. Securities lending assets were $299 billion at Sept. 30, 2009, a decrease of 36% compared with the prior year and an increase of 3% sequentially.

• Securities servicing fees totaled $1.238 billion, a decrease of 20% year-over-year and 4% sequentially. The comparisons to both prior quarters reflect continued new business wins offset by lower securities lending revenue and money market related distribution fees. Also, the year-over-year decrease was impacted by lower market values, while the sequential decrease was partially offset by higher market values. Securities lending fee revenue totaled $43 million in the third quarter of 2009 compared with $155 million in the prior year period and $97 million sequentially.

• Asset and wealth management fees , excluding performance fees, totaled $649 million, a decline of 18% compared with the prior year and an increase of 6% sequentially. The year-over-year decrease reflects global weakness in market values, partially offset by new business. The sequential increase reflects improved market values and new business.

• Foreign exchange and other trading activities totaled $246 million, a decrease of 36% compared with $385 million in the prior year and an increase of 4% compared with $237 million in the second quarter of 2009. The decrease year-over-year reflects lower foreign exchange revenue, driven by lower volumes and volatility, as well as a lower valuation of the credit derivatives used to hedge the loan portfolio. The sequential increase reflects higher fixed income derivatives revenue and an improved valuation of credit derivatives, partially offset by lower foreign exchange revenue resulting from lower volatility and seasonality.

• Investment income and other revenue totaled $205 million, increasing $121 million year-over-year and $152 million sequentially, primarily as a result of leasing gains and a gain on the sale of VISA shares.

• Net interest revenue (FTE) totaled $721 million with a net interest margin of 1.85% compared with $704 million and 1.80% sequentially.

• Investment securities pre-tax net losses totaled $4.8 billion ($3.0 billion after-tax). This compares with pre-tax net losses of $162 million in the third quarter of 2008 and pre-tax net losses of $256 million in the second quarter of 2009. See page 9 for further information regarding the restructuring of the investment securities portfolio.

2

The provision for credit losses was $147 million in the third quarter of 2009 compared with $61 million in the second quarter of 2009. The increase primarily relates to downgrades in the insurance and media portfolios. The provision is expected to decline in the fourth quarter of 2009. During the third quarter of 2009, the total allowance for credit losses increased $70 million and net charge-offs totaled $77 million.

Total noninterest expense

Reconciliation of noninterest expense (dollar amounts in millions)								3Q09 vs.
	3Q09		2Q09			3Q08		3Q08		2Q09
Noninterest expense – GAAP	$	2,318	$	2,383		$	3,319	(30	)%	(3	)%
Support agreement charges		13		(15	)		726	N/M		N/M
FDIC special assessment		—		61			—	N/M		N/M
M&I expenses		54		59			111	(51	)	(8	)
Intangible amortization		104		108			118	(12	)	(4	)
Total noninterest expense, excluding support agreement charges, FDIC special assessment, M&I expenses and intangible amortization – Non-GAAP	$	2,147	$	2,170		$	2,364	(9	)%	(1	)%

N/M – Not meaningful.

• Total noninterest expense (excluding support agreement charges, FDIC special assessment, M&I expenses and intangible amortization) decreased 9% compared with the prior year and 1% sequentially. Revenue growth combined with expense discipline resulted in 500 basis points of positive operating leverage (excluding investment securities losses) in the third quarter of 2009.

Results for the third quarter of 2009 include an income tax benefit of $1.527 billion. Excluding the impact of the investment securities losses and M&I expenses, the effective tax rate was 31.8% (Non-GAAP) in the third quarter of 2009.

The unrealized net of tax losses on our securities portfolio was $1.0 billion at Sept. 30, 2009 compared with a net of tax unrealized loss of $4.8 billion at June 30, 2009. The improvement reflects $3.0 billion related to the restructuring of the securities portfolio and $0.8 billion resulting from the improvement in the fixed income markets. Subsequent to Sept. 30, 2009, approximately $2.1 billion (pre-restructuring amortized cost of $3.6 billion) of the lowest quality securities were sold at fair value. See page 9 for further information on the investment securities portfolio.

Capital ratios - preliminary (a)	Sept. 30, 2009		June 30, 2009		Sept. 30, 2008
Tier 1 capital ratio	11.3	%	12.5	%	9.3	%
Tier 1 common equity to risk-weighted assets ratio (b)	9.8		11.1		8.0
Total (Tier 1 plus Tier 2) capital ratio	15.2		16.0		12.8
Leverage capital ratio	6.5		7.6		6.5
Common shareholders’ equity to assets ratio (b)	13.3		13.4		10.3
Tangible common shareholders’ equity to tangible assets ratio – Non-GAAP (b)	5.2		4.8		3.9

(a) Includes discontinued operations.

(b) See the Supplemental information section beginning on page 11 for a calculation of these ratios.

Nonperforming assets totaled $560 million, an increase of $182 million compared with June 30, 2009, primarily reflecting downgrades in the insurance portfolio.

Declaration of quarterly dividend – On Oct. 20, 2009, The Bank of New York Mellon Corporation declared a quarterly common stock dividend of 9 cents per common share. This cash dividend is payable on Nov. 10, 2009 to shareholders of record as of the close of business on Oct. 30, 2009.

3

BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. BNY Mellon is a global financial services company focused on helping clients manage and service their financial assets, operating in 34 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing superior asset management and wealth management, asset servicing, issuer services, clearing services and treasury services through a worldwide client-focused team. It has $22.1 trillion in assets under custody and administration and $966 billion in assets under management, services $11.9 trillion in outstanding debt and processes global payments averaging $1.6 trillion per day. Additional information is available at www.bnymellon.com .

4

THE BANK OF NEW YORK MELLON CORPORATION

Financial Highlights

(dollar amounts in millions, except per common share amounts and unless otherwise noted; common shares in thousands)	Quarter ended									Nine months ended
	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Continuing operations
Return on common equity (annualized)		N/M			4.0	%		4.3	%		N/M			6.3	%
Non-GAAP adjusted (a)		10.1	%		6.4	%		14.2	%		9.0	%		13.4	%
Return on tangible common equity (annualized) – Non-GAAP (a)		N/M			18.4	%		18.9	%		N/M			24.8	%
Non-GAAP adjusted (a)		32.0	%		23.3	%		50.2	%		32.3	%		45.5	%
Fee and other revenue as a percent of total revenue		N/M			76	%		81	%		50	%		83	%
Non-GAAP adjusted (a)		79	%		78	%		80	%		78	%		80	%
Annualized fee revenue per employee (based on average headcount) (in thousands)	$	248		$	241		$	287		$	241		$	292
Percent of non-U.S. fee and net interest revenue		31	%		31	%		33	% (b)		30	%		34	% (b)
Pre-tax operating margin		N/M			17	%		7	%		N/M			19	%
Non-GAAP adjusted (a)		32	%		31	%		39	%		32	%		38	%
Net interest margin (FTE) (c)		1.85	%		1.80	%		1.92	% (b)		1.84	%		1.71	% (b)
Selected average balances
Interest-earning assets (d)	$	155,159		$	157,265		$	142,062		$	159,916		$	142,318
Total assets	$	205,786		$	208,533		$	198,827		$	211,427		$	198,539
Interest-bearing deposits (d)	$	93,632		$	98,896		$	86,016		$	98,140		$	90,634
Noninterest-bearing deposits (d)	$	34,920		$	32,852		$	32,953		$	36,915		$	27,679
Total shareholders’ equity	$	28,144		$	28,934		$	27,996		$	28,352		$	28,682
Average common shares and equivalents outstanding:
Basic		1,197,414			1,171,081			1,143,445			1,171,675			1,141,424
Diluted (e)		1,197,414			1,174,466			1,147,586			1,171,675			1,148,402
Period-end data
Assets under custody and administration (in trillions)	$	22.1		$	20.7		$	22.4		$	22.1		$	22.4
Cross-border assets (in trillions)	$	8.6		$	7.8		$	8.9		$	8.6		$	8.9
Market value of securities on loan (in billions) (f)	$	299		$	290		$	470		$	299		$	470
Assets under management (in billions)	$	966		$	926		$	1,067		$	966		$	1,067
Employees		42,000			41,800			42,900			42,000			42,900
Book value per common share – GAAP	$	23.50		$	22.68		$	23.97		$	23.50		$	23.97
Tangible book value per common share – Non-GAAP (a)	$	7.54		$	6.60		$	6.65		$	7.54		$	6.65
Dividends per common share	$	0.09		$	0.09		$	0.24		$	0.42		$	0.72
Closing common stock price per common share	$	28.99		$	29.31		$	32.58		$	28.99		$	32.58
Market capitalization	$	34,911		$	35,255		$	37,388		$	34,911		$	37,388

(a) See Supplemental information beginning on page 11 for a calculation of these ratios.

(b) Excluding the SILO/LILO charges, the percentage of non-U.S. fee and net interest revenue was 32% and 33% for the third quarter and nine months ended Sept. 30, 2008, respectively, and the net interest margin was 2.24% and 2.17% for the third quarter and nine months of 2008, respectively.

(c) Prior periods calculated on a continuing operations basis, even though the balance sheet, in accordance with GAAP, is not restated for discontinued operations.

(d) Excludes the impact of discontinued operations.

(e) Diluted earnings per share for the three and nine months ended Sept. 30, 2009 was calculated using average basic shares. Adding back the dilutive shares would result in anti-dilution.

(f) Represents the securities on loan, both cash and non-cash, managed by the Asset Servicing segment.

5

THE BANK OF NEW YORK MELLON CORPORATION

Condensed Consolidated Income Statement

	Quarter ended									Nine months ended
(in millions, except per common share amounts)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Fee and other revenue
Securities servicing fees:
Asset servicing	$	643		$	671		$	808	(a)	$	1,923		$	2,584	(a)
Issuer services		359			372			477			1,095			1,297
Clearing services		236			250			259			739			786
Total securities servicing fees		1,238			1,293			1,544			3,757			4,667
Asset and wealth management fees		650			637			795			1,903			2,517
Foreign exchange and other trading activities		246			237			385			790			952
Treasury services		128			132			129			385			382
Distribution and servicing		94			107			107			312			315
Financing-related fees		56			54			44			158			142
Investment income		121			44			47			148			162
Other		84			9			37			108			147
Total fee revenue		2,617			2,513			3,088			7,561			9,284
Net securities losses		(4,833	)		(256	)		(162	)		(5,384	)		(387	)
Total fee and other revenue		(2,216	)		2,257			2,926			2,177			8,897
Net interest revenue
Interest revenue		829			845			1,312			2,653			3,999
Interest expense		113			145			631			462			2,187
Net interest revenue		716			700			681			2,191			1,812
Provision for credit losses		147			61			23			267			50
Net interest revenue after provision for credit losses		569			639			658			1,924			1,762
Noninterest expense
Staff		1,157			1,153			1,248	(b)		3,479			4,009	(b)
Professional, legal and other purchased services		265			237			251	(b)		739			748	(b)
Net occupancy		142			142			163			423			429
Distribution and servicing		104			106			133			317			394
Software		95			93			78			269			245
Sub-custodian and clearing		80			91			84	(a)		237			251	(a)
Furniture and equipment		76			76			80			229			237
Business development		45			49			62			138			202
Other		201			263			991	(c)		639			1,403	(c)
Subtotal		2,165			2,210			3,090			6,470			7,918
Amortization of intangible assets		104			108			118			319			360
Restructuring charges		(5	)		6			—			11			—
Merger and integration expenses:
The Bank of New York Mellon Corporation		54			59			107			181			374
Acquired Corporate Trust Business		—			—			4			—			12
Total noninterest expense		2,318			2,383			3,319			6,981			8,664
Income
Income (loss) from continuing operations before income taxes		(3,965	)		513			265			(2,880	)		1,995
Provision (benefit) for income taxes		(1,527	)		12			(42	)		(1,354	)		628
Income (loss) from continuing operations		(2,438	)		501			307			(1,526	)		1,367
Discontinued operations:
Income (loss) from discontinued operations		(29	)		(144	)		1			(238	)		21
Provision (benefit) for income taxes		(10	)		(53	)		1			(87	)		11
Income (loss) from discontinued operations, net of tax		(19	)		(91	)		—			(151	)		10
Net income (loss)		(2,457	)		410			307			(1,677	)		1,377
Net (income) loss attributable to noncontrolling interests, net of tax		(1	)		2			(4	)		—			(19	)
Redemption charge and preferred dividends		—			(236	)		—			(283	)		—
Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation	$	(2,458	)	$	176		$	303		$	(1,960	)	$	1,358

(a) In the second quarter of 2009, global sub-custodian out-of-pocket expense related to client reimbursements was reclassified from sub-custodian expense to asset servicing revenue. This reclassification totaled $4 million in the third quarter of 2008 and $18 million in the first nine months of 2008.

(b) In the second quarter of 2009, certain temporary/consulting expenses were reclassified from professional, legal and other purchased services to staff expense. This reclassification totaled $35 million in the third quarter of 2008 and $67 million in the first nine months of 2008.

(c) Includes support agreement charges of $726 million in the third quarter of 2008 and $731 million in the first nine months of 2008.

6

THE BANK OF NEW YORK MELLON CORPORATION

Condensed Consolidated Income Statement – continued

	Quarter ended								Nine months ended
(in millions, except per common share amounts)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008		Sept. 30, 2009			Sept. 30, 2008
Earnings per share applicable to the common shareholders of The Bank of New York Mellon Corporation:
Basic:
Income (loss) from continuing operations	$	(2.04	)	$	0.23		$	0.26	$	(1.54	)	$	1.17
Income (loss) from discontinued operations, net of tax		(0.02	)		(0.08	)		—		(0.13	)		0.01
Net income (loss) applicable to common stock	$	(2.05	)(a)	$	0.15		$	0.26	$	(1.67	)	$	1.18
Diluted:(b)
Income (loss) from continuing operations	$	(2.04	)	$	0.23		$	0.26	$	(1.54	)	$	1.16
Income (loss) from discontinued operations, net of tax		(0.02	)		(0.08	)		—		(0.13	)		0.01
Net income (loss) applicable to common stock	$	(2.05	)(a)	$	0.15		$	0.26	$	(1.67	)	$	1.17

(a) Does not foot due to rounding.

(b) Diluted earnings per share for the three and nine months ended Sept. 30, 2009, was calculated using average basic shares. Adding back the dilutive shares would result in anti-dilution.

Reconciliation of net income (loss) from continuing operations applicable to the common shareholders of The Bank of New York Mellon Corporation: (in millions)	Quarter ended									Nine months ended
	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Income (loss) from continuing operations	$	(2,438	)	$	501		$	307		$	(1,526	)	$	1,367
Net (income) loss attributable to noncontrolling interests, net of tax		(1	)		2			(4	)		—			(19	)
Redemption charge and preferred dividends		—			(236	)		—			(283	)		—
Income (loss) from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation, net of tax		(2,439	)		267			303			(1,809	)		1,348
Income (loss) from discontinued operations, net of tax		(19	)		(91	)		—			(151	)		10
Net income (loss) applicable to the common shareholders of The Bank of New York Mellon Corporation	$	(2,458	)	$	176		$	303		$	(1,960	)	$	1,358

7

THE BANK OF NEW YORK MELLON CORPORATION

Consolidated Balance Sheet

(dollar amounts in millions, except per share amounts)	Sept. 30, 2009			Dec. 31, 2008
Assets
Cash and due from:
Banks	$	3,333		$	4,881
Federal Reserve and other central banks (includes $14,981 and $53,270 of interest-bearing deposits)		15,031			53,278
Other short-term investments – U.S. government-backed commercial paper, at fair value		—			5,629
Interest-bearing deposits with banks		49,349			39,126
Federal funds sold and securities purchased under resale agreements		3,908			2,000
Securities:
Held-to-maturity (fair value of $6,071 and $6,333)		6,318			7,371
Available-for-sale		48,032			32,064
Total securities		54,350			39,435
Trading assets		7,952			11,102
Loans		36,269			43,394
Allowance for loan losses		(456	)		(415	)
Net loans		35,813			42,979
Premises and equipment		1,682			1,686
Accrued interest receivable		699			619
Goodwill		16,022			15,898
Intangible assets		5,574			5,856
Other assets		16,294			15,023
Assets of discontinued operations		2,000			—
Total assets	$	212,007		$	237,512
Liabilities
Deposits:
Noninterest-bearing (principally domestic offices)	$	30,767		$	55,816
Interest-bearing deposits in domestic offices		29,036			32,386
Interest-bearing deposits in foreign offices		74,133			71,471
Total deposits		133,936			159,673
Borrowing from Federal Reserve related to asset-backed commercial paper, at fair value		—			5,591
Federal funds purchased and securities sold under repurchase agreements		2,553			1,372
Trading liabilities		7,824			8,085
Payables to customers and broker-dealers		10,458			9,274
Commercial paper		163			138
Other borrowed funds		1,280			755
Accrued taxes and other expenses		3,855			4,052
Other liabilities (including allowance for lending related commitments of $140 and $114)		4,572			4,618
Long-term debt		17,486			15,865
Liabilities of discontinued operations		1,564			—
Total liabilities		183,691			209,423
Equity
Preferred stock – par value $0.01 per share; authorized 100,000,000 shares; issued – shares and 3,000,000 shares		—			2,786
Common stock-par value $0.01 per common share; authorized 3,500,000,000 common shares; issued 1,205,154,635 and 1,148,507,561 common shares		12			11
Additional paid-in capital		21,794			20,432
Retained earnings		8,462			10,250
Accumulated other comprehensive loss, net of tax		(1,947	)		(5,426	)
Less: Treasury stock of 910,677 and 40,262 common shares, at cost		(26	)		(3	)
Total The Bank of New York Mellon Corporation shareholders’ equity		28,295			28,050
Noncontrolling interest		21			39
Total equity		28,316			28,089
Total liabilities and equity	$	212,007		$	237,512

8

Investment Securities Portfolio

The following table provides a trend of the aggregate unrealized pre-tax gain (loss) of the investment securities portfolio.

Portfolio aggregate unrealized gain/(loss) — pre-tax (dollar amounts in millions)	Dec. 31, 2008			March 31, 2009			June 30, 2009			3Q09 market improvement			Sept. 30, 2009 before restructuring			Investment securities portfolio restructuring charge			Unrealized gain (loss) at Sept. 30, 2009
Watch list:
Alt-A RMBS	$	(2,764	)	$	(3,538	)	$	(3,064	)	$	58		$	(3,006	)	$	(2,857	)	$	(149	)
European floating rate notes		(1,171	)		(1,299	)		(1,523	)		364			(1,159	)		(234	)		(925	)
Prime/Other RMBS		(1,781	)		(1,455	)		(1,581	)		339			(1,242	)		(999	)		(243	)
Commercial MBS		(709	)		(513	)		(561	)		333			(228	)		(77	)		(151	)
Subprime RMBS		(591	)		(566	)		(621	)		(61	)		(682	)		(321	)		(361	)
Credit cards		(223	)		(238	)		(54	)		37			(17	)		—			(17	)
Home equity lines of credit		(224	)		(306	)		(284	)		32			(252	)		(242	)		(10	)
Other		(227	)		(326	)		(213	)		49			(164	)		(103	)		(61	)
Total watch list (a)		(7,690	)		(8,241	)		(7,901	)		1,151			(6,750	)		(4,833	)		(1,917	)
Agency RMBS		60			242			159			179			338			—			338
Other		16			31			20			128			148			—			148
Total with FAS 157-4 adjustment		(7,614	)		(7,968	)		(7,722	)		1,458			(6,264	)		(4,833	)		(1,431	)
Less: FAS 157-4 adjustment		—			1,173			377			(377	)		—			—			—
Total without FAS 157-4
Adjustment – Non-GAAP	$	(7,614	)	$	(9,141	)	$	(8,099	)	$	1,835		$	(6,264	)	$	(4,833	)	$	(1,431	)

• Pre-tax net unrealized loss on the investment securities portfolio, including the FAS 157-4 adjustment, improved $6.3 billion, or over 80%, from June 30, 2009.

The following table provides the pro forma impact of restructuring the investment securities portfolio at Sept. 30, 2009.

Pro forma securities portfolio reflecting the investment portfolio restructuring at Sept. 30, 2009 (dollar amounts in millions)	Amortized cost prior to restructuring		Investment securities portfolio restructuring charge			Amortized cost post restructuring					Fair value as a % of amortized cost (b)		Securities sales subsequent to 9/30/09 (c)			Pro Forma 9/30/09
								Fair value								Amortized cost		Fair value
Watch list:
Alt-A RMBS	$	7,476	$	(2,857	)	$	4,619	$	4,470		55	%	$	(949	)	$	3,670	$	3,521
European floating rate notes		7,326		(234	)		7,092		6,167		83			(594	)		6,498		5,573
Prime/Other RMBS		5,323		(999	)		4,324		4,081		76			(64	)		4,260		4,017
Commercial MBS		2,762		(77	)		2,685		2,534		91			(272	)		2,413		2,262
Subprime RMBS		1,479		(321	)		1,158		797		52			(222	)		936		575
Credit cards		649		—			649		632		89			—			649		632
Home equity lines of credit		468		(242	)		226		216		34			—			226		216
Other		629		(103	)		526		465		49			—			526		465
Total watch list (a)	$	26,112	$	(4,833	)	$	21,279	$	19,362		71	%	$	(2,101	)	$	19,178	$	17,261
Agency RMBS		16,560		—			16,560		16,898		102			—			16,560		16,898
Other		17,695		—			17,695		17,843		101			—			17,695		17,843
Total	$	60,367	$	(4,833	)	$	55,534	$	54,103	(d)	88	%	$	(2,101	)	$	53,433	$	52,002

(a) The “Watch list” includes those securities we view as having a higher risk of impairment charges.

(b) Amortized cost before life-to-date charges.

(c) As of Oct. 14, 2009. Reflects securities with a pre-restructuring amortized cost of $3.6 billion.

(d) Includes the fair value of available for sale securities of $48.032 billion and held to maturity securities of $6.071 billion.

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Investment securities portfolio restructuring

Consistent with our ongoing strategy to reduce risk from the balance sheet, and reflecting the recent improvement in the fixed income markets, we have sold or are in the process of restructuring the watch list portion of our investment securities portfolio.

The restructuring impacts approximately $12.1 billion (pre-restructuring amortized cost) of investment securities. As a result of investment securities sales and restructuring in the third quarter of 2009, we recognized a charge of $4.8 billion (pre-tax). Subsequent to Sept. 30, 2009, approximately $2.1 billion (pre-restructuring amortized cost of $3.6 billion) of the lowest quality securities were sold at fair value. The majority of the remaining restructured securities are expected to be retained on the balance sheet. Approximately 50% of the charge relates to securities that we plan to retain an interest in and for which we expect to recover a portion of the loss over time. In the fourth quarter of 2009, any declines in the fair value of these securities will be reflected in our net income until the restructuring is complete.

The restructuring charge had a minimal impact on the tangible capital ratio, as 90% of the charge had previously been reflected in tangible capital.

As a result of the restructuring, we expect net interest revenue to be positively impacted by approximately $125-$175 million in 2010.

The fair value of the investment securities portfolio at Sept. 30, 2009 was $54.1 billion. On a pro forma basis, reflecting the subsequent sale of securities, the fair value at Sept. 30, 2009 was $52.0 billion. The unrealized loss on the portfolio was $1.4 billion at Sept. 30, 2009 compared with $7.7 billion at June 30, 2009. The improvement reflects $4.8 billion related to the restructuring and $1.5 billion ($1.8 billion without the FAS 157-4 adjustment) resulting from the improvement in the fixed income markets.

Discontinued operations

In the second quarter of 2009, we adopted discontinued operations accounting for Mellon United National Bank located in Florida. It was determined that this business no longer fits our strategic focus on our asset management and securities servicing businesses. In July 2009, we signed a definitive agreement to sell Mellon United National Bank. Subject to regulatory approval, the transaction is expected to close in the first quarter of 2010. This business was formerly included in the Other segment. In the third quarter of 2009, we recorded an after-tax loss on discontinued operations of $19 million primarily related to additional provision for credit losses resulting from the further deterioration of the South Florida real estate market. The after-tax loss of $151 million in the first nine months of 2009 primarily reflects the impairment and write-down of goodwill and an increase in the provision for credit losses.

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Supplemental information – Explanation of Non-GAAP financial measures

BNY Mellon has included in this release certain Non-GAAP financial measures based upon tangible common shareholders’ equity. BNY Mellon believes that the ratio of tangible common shareholders’ equity to tangible assets is a measure of capital strength that adds additional useful information to investors supplementing the Tier 1 capital ratio which is utilized by regulatory authorities. Unlike the Tier 1 ratio, the tangible common shareholders’ equity ratio fully incorporates those changes in investment securities valuations which are reflected in 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 calculation has excluded certain assets which are given a zero percent risk-weighting for regulatory purposes. This ratio is also informative to investors in BNY Mellon’s common stock because, unlike the Tier 1 capital ratio, it excludes preferred stock and trust preferred securities issued by BNY Mellon. 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 which are productive in generating income.

BNY Mellon has provided a measure of tangible book value per share, which it believes provides additional useful information as to the level of such assets in relation to shares of common stock outstanding. BNY Mellon has presented revenue and earnings measures which exclude the effect of investment securities losses and SILO/LILO charge; expense measures which exclude an FDIC special assessment, support agreement charges, asset-based taxes, M&I expenses and intangible amortization expenses; and measures which utilize net income excluding tax items such as the benefit of tax settlements. Return on equity measures and operating margin measures which exclude some or all of these items are also presented. We also present the aggregate unrealized securities losses excluding the impact of FAS 157-4 to provide investors with the impact disorderly markets had on the investment securities portfolio and the subsequent conversion to an orderly market. 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 situations where accounting rules require certain ongoing charges as a result of prior transactions, or where valuation or other accounting/regulatory requirements require charges unrelated to operational initiatives. M&I expense relates to our Corporate Trust acquisition in 2006 and to the merger with Mellon Financial Corporation in 2007. 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 transaction. BNY Mellon believes that the exclusion of M&I expense 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, typically after approximately three years. 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. With regards to the exclusion of investment securities losses, BNY Mellon’s primary businesses are Asset and Wealth Management and Institutional Services. The management of these sectors is evaluated on the basis of the ability of these businesses to generate fee and net interest revenue and to control expenses, and not on the results of BNY Mellon’s investment securities portfolio. Management of the investment securities portfolio is a shared service contained in the Other segment. The primary objective of the investment securities portfolio is to generate net interest revenue from the liquidity generated by BNY Mellon’s processing businesses. BNY Mellon does not generally originate or trade the securities in the investment securities portfolio. As a result, BNY Mellon believes that presenting measures that exclude investment securities losses from its results, as a supplement to GAAP information, gives investors a clearer picture of the results of its primary businesses. The SILO/LILO charges relate to a one-time settlement with the IRS of tax structured lease transactions in 2008. In this Earnings Release, certain amounts are 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. We also present earnings information excluding the TARP redemption premium and dividend, so as to provide investors with a better understanding of operational results.

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Each of these measures as described above is used by management to monitor financial performance, both on a company-wide and on a business segment basis.

	3Q09						2Q09						3Q08
Reconciliation of net income (loss) and EPS – GAAP to Non-GAAP (in millions, except per common share amounts)	Net income (loss)			EPS			Net income			EPS			Net income		EPS
Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation – GAAP	$	(2,458	)	$	(2.05	)	$	176		$	0.15		$	303	$	0.26
Discontinued operations income (loss)		(19	)		(0.02	)		(91	)		(0.08	)		—		—
Continuing operations – GAAP		(2,439	)		(2.04	)(a)		267			0.23			303		0.26
Investment securities losses		3,047			2.54			161			0.14			97		0.08
TARP redemption premium/dividend		—			—			236			0.20			—		—
FDIC special assessment		—			—			36			0.03			—		—
SILO/LILO/tax settlements		—			—			—			—			30		0.03
Support agreement charges		—			—			—			—			433		0.38
M&I expenses		34			0.03			36			0.03			66		0.06
Benefit of tax settlements		—			—			(134	)		(0.11	)		—		—
Net income (loss) from continuing operations applicable to common shareholders excluding the investment securities losses, TARP redemption premium/dividend, FDIC special assessment, SILO/LILO/tax settlements, support agreement charges, M&I expenses and benefit of tax settlements – Non-GAAP		642			0.54	(a)		602			0.51	(a)		929		0.81
Intangible amortization		65			0.05			67			0.06			73		0.06
Net income (loss) from continuing operations applicable to common shareholders excluding the investment securities losses, TARP redemption premium/dividend, FDIC special assessment, SILO/LILO/tax settlements, support agreement charges, M&I expenses, benefit of tax settlements and intangible amortization – Non-GAAP	$	707		$	0.59		$	669		$	0.57		$	1,002	$	0.87

(a) Does not foot due to rounding.

Asset and wealth management fee revenue (in millions)	3Q09		2Q09		3Q08
Asset and wealth management fee revenue	$	650	$	637	$	795
Less: Performance fees		1		26		3
Asset and wealth management fee revenue excluding performance fees	$	649	$	611	$	792

Reconciliation of fee and other revenue as a percent of total revenue (dollars in millions)	3Q09			2Q09			3Q08			YTD09			YTD08
Fee and other revenue – GAAP	$	(2,216	)	$	2,257		$	2,926		$	2,177		$	8,897
Add: Investment securities losses		4,833			256			162			5,384			387
Fee and other revenue excluding investment securities losses – Non-GAAP		2,617			2,513			3,088			7,561			9,284
Net interest revenue – GAAP		716			700			681			2,191			1,812
Add: SILO/LILO charges		—			—			112			—			489
Net interest revenue excluding SILO/LILO charges – Non-GAAP		716			700			793			2,191			2,301
Total revenue – GAAP	$	(1,500	)	$	2,957		$	3,607		$	4,368		$	10,709
Total revenue excluding investment securities losses and SILO/LILO charges – Non-GAAP	$	3,333		$	3,213		$	3,881		$	9,752		$	11,585
Fee and other revenue as a percentage of total revenue		N/M			76	%		81	%		50	%		83	%
Fee and other revenue as a percentage of total revenue excluding investment securities losses and SILO/LILO charges – Non-GAAP		79	%		78	%		80	%		78	%		80	%

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Reconciliation of income (loss) from continuing operations before income taxes – pre-tax operating margin (dollars in millions)	3Q09			2Q09			3Q08			YTD09			YTD08
Income (loss) from continuing operations before income taxes – GAAP	$	(3,965	)	$	513		$	265		$	(2,880	)	$	1,995
Investment securities losses		4,833			256			162			5,384			387
SILO/LILO charges		—			—			112			—			489
Support agreement charges		13			(15	)		726			(10	)		731
Asset-based taxes		20			—			—			20			—
FDIC special assessment		—			61			—			61			—
M&I expenses		54			59			111			181			386
Intangible amortization		104			108			118			319			360
Income (loss) from continuing operations before income taxes excluding investment securities losses, SILO/LILO charges, support agreement charges, asset-based taxes, FDIC special assessment, M&I expenses and intangible amortization – Non-GAAP	$	1,059		$	982		$	1,494		$	3,075		$	4,348
Fee and other revenue – GAAP	$	(2,216	)	$	2,257		$	2,926		$	2,177		$	8,897
Net interest revenue – GAAP		716			700			681			2,191			1,812
Total revenue – GAAP		(1,500	)		2,957			3,607			4,368			10,709
Add: Investment securities losses		4,833			256			162			5,384			387
SILO/LILO charges		—			—			112			—			489
Total revenue excluding investment securities losses and SILO/LILO charges – Non-GAAP	$	3,333		$	3,213		$	3,881		$	9,752		$	11,585
Pre-tax operating margin (a)		N/M			17	%		7	%		N/M			19	%
Pre-tax operating margin excluding investment securities losses, SILO/LILO charges, support agreement charges, asset-based taxes, FDIC special assessment, M&I expenses and intangible amortization – Non-GAAP (a)		32	%		31	%		39	%		32	%		38	%

(a) Income (loss) before taxes divided by total revenue.

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Return on common equity and tangible common equity – continuing operations (dollars in millions)	3Q09			2Q09			3Q08			YTD09			YTD08
Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation – GAAP	$	(2,458	)	$	176		$	303		$	(1,960	)	$	1,358
Discontinued operations income (loss), net of tax		(19	)		(91	)		—			(151	)		10
Net income (loss) from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation		(2,439	)		267			303			(1,809	)		1,348
Intangible amortization		65			67			73			198			222
Net income (loss) from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation excluding intangible amortization – Non-GAAP		(2,374	)		334			376			(1,611	)		1,570
Investment securities losses		3,047			161			97			3,392			232
SILO/LILO/tax settlements		—			—			30			—			410
Support agreement charges		8			(9	)		433			(6	)		436
FDIC special assessment		—			36			—			36			—
M&I expenses		34			36			66			111			230
Benefit of tax settlements		—			(134	)		—			(134	)		—
Net income (loss) from continuing operations excluding investment securities losses, SILO/LILO/tax settlements, support agreement charges, FDIC special assessment, M&I expenses, benefit of tax settlements and intangible amortization – Non-GAAP	$	715		$	424		$	1,002		$	1,788		$	2,878
Average common shareholders’ equity	$	28,144		$	26,566		$	27,996		$	26,644		$	28,682
Less: Average goodwill		16,048			15,989			16,644			15,959			16,661
Average intangible assets		5,608			5,673			5,915			5,677			6,061
Add: Deferred tax liability – tax deductible goodwill		666			643			577			666			577
Deferred tax liability – non-tax deductible intangible assets		1,717			1,743			1,915			1,717			1,915
Average tangible common shareholders’ equity – Non- GAAP	$	8,871		$	7,290		$	7,929		$	7,391		$	8,452
Return on common equity – GAAP (a)		N/M			4.0	%		4.3	%		N/M			6.3	%
Return on common equity excluding investment securities losses, SILO/LILO/tax settlements, support agreement charges, FDIC special assessment, M&I expenses, benefit of tax settlements and intangible amortization – Non- GAAP (a)		10.1	%		6.4	%		14.2	%		9.0	%		13.4	%
Return on tangible common equity – Non-GAAP (a)		N/M			18.4	%		18.9	%		N/M			24.8	%
Return on tangible common equity excluding investment securities losses, SILO/LILO/tax settlements, support agreement charges, FDIC special assessment, M&I expenses and benefit of tax settlements – Non-GAAP (a)		32.0	%		23.3	%		50.2	%		32.3	%		45.5	%

(a) Annualized.

Equity to assets and book value per common share (dollars in millions, unless otherwise noted)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008
Common shareholders’ equity at period end – GAAP	$	28,295		$	27,276		$	27,513
Less: Goodwill		16,022			16,040			16,335
Intangible assets		5,574			5,677			6,043
Add: Deferred tax liability – tax deductible goodwill		666			643			577
Deferred tax liability – non-tax deductible intangible assets		1,717			1,743			1,915
Tangible common shareholders’ equity at period end – Non-GAAP	$	9,082		$	7,945		$	7,627
Total assets at period end – GAAP	$	212,007		$	203,012		$	267,510
Less: Goodwill		16,022			16,040			16,335
Intangible assets		5,574			5,677			6,043
Cash on deposit with the Federal Reserve and other central banks (a)		15,003			16,458			37,910
U.S. government-backed commercial paper		—			—			10,865
Tangible total assets at period end – Non-GAAP	$	175,408		$	164,837		$	196,357
Common shareholders’ equity to assets – GAAP		13.3	%		13.4	%		10.3	%
Tangible common shareholders’ equity to tangible assets – Non-GAAP		5.2	%		4.8	%		3.9	%
Period end common shares outstanding (in thousands)		1,204,244			1,202,828			1,147,567
Book value per common share	$	23.50		$	22.68		$	23.97
Tangible book value per common share – Non-GAAP	$	7.54		$	6.60		$	6.65

(a) Assigned a zero percent risk weighting by the regulators.

14

Calculation of the Tier 1 common equity to risk-weighted assets ratio (a) (dollars in millions)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008
Total Tier 1 capital	$	12,546		$	15,044		$	11,688
Less: Trust preferred securities		1,682			1,691			1,719
Total Tier 1 common equity	$	10,864		$	13,353		$	9,969
Total risk-weighted assets	$	110,670		$	120,566		$	125,125
Tier 1 common equity to risk-weighted assets ratio		9.8	%		11.1	%		8.0	%

(a) On a regulatory basis.

Cautionary Statement

The information presented in this Earnings Release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, relate to, among other things, expectations with respect to the restructuring of BNY Mellon’s investment securities portfolio, including statements with respect to the impact of the restructuring on future pricing, net interest revenue and risk of future securities losses, retention of the remaining restructured securities; the reflection of declines in the fair value of securities in BNY Mellon’s net income; expectations with respect to declines in the provision for credit losses; and expectations with respect to the closing of the sale of Mellon United National Bank. 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). Factors that could cause BNY Mellon’s results to differ materially from those described in the forward-looking statements can be found in the risk factors set forth in BNY Mellon’s Annual Report on Form 10-K for the year ended Dec. 31, 2008, the Form 10-Q for the quarter ended March 31, 2009 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. 20, 2009 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.

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