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BNY Mellon Third Quarter 2016 Financial Highlights October 20, 2016

2 Third Quarter 2016 – Financial Highlights Cautionary Statement A number of statements in the accompanying slides and the responses to your questions are “forward-looking statements.” Words such as “estimate”, “forecast”, “project”, “anticipate”, “target”, “expect”, “intend”, “continue”, “seek”, “believe”, “plan”, “goal”, “could”, “should”, “may”, “will”, “strategy”, “opportunities”, “trends” and words of similar meaning signify forward-looking statements. These statements relate to, among other things, The Bank of New York Mellon Corporation’s (the “Corporation”) expectations regarding: expense control, capital plans, strategic priorities, financial goals, client experience, driving revenue growth, the business improvement process, the expected effects of adopting a single point of entry resolution strategy, estimated capital ratios and expectations regarding those ratios, preliminary business metrics; and statements regarding the Corporation's aspirations, as well as the Corporation’s overall plans, strategies, goals, objectives, expectations, estimates, intentions, targets, opportunities and initiatives. These forward-looking statements are based on assumptions that involve risks and uncertainties and that are subject to change based on various important factors (some of which are beyond the Corporation’s control). Actual results may differ materially from those expressed or implied as a result of the factors described under “Forward Looking Statements” and “Risk Factors” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Annual Report”), the Quarterly Report on Form 10-Q for the period ended June 30, 2016 and in other filings of the Corporation with the Securities and Exchange Commission (the “SEC”), including the Corporation's Earnings Release for the quarter ended September 30, 2016, included as an exhibit to our Current Report on Form 8-K filed on October 20, 2016 (the “Earnings Release”). Such forward-looking statements speak only as of October 20, 2016, and the Corporation 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. Non-GAAP Measures: In this presentation we may discuss some non-GAAP measures in detailing the Corporation’s performance, which exclude certain items or otherwise include components that differ from GAAP. We believe these measures are useful to the investment community in analyzing the financial results and trends of ongoing operations. We believe they facilitate comparisons with prior periods and reflect the principal basis on which our management monitors financial performance. Additional disclosures relating to non-GAAP adjusted measures are contained in the Corporation’s reports filed with the SEC, including the 2015 Annual Report and Earnings Release, available at www.bnymellon.com/investorrelations.

3 Third Quarter 2016 – Financial Highlights Summary Financial Results for Third Quarter 2016 - GAAP Growth vs. $ in millions, except per share data 3Q16 2Q16 3Q15 2Q16 3Q15 Revenue $ 3,941 $ 3,776 $ 3,790 4% 4 % Expenses $ 2,643 $ 2,620 $ 2,680 1% (1)% Operating leverage1 349 bps 536 bps Income before income taxes $ 1,317 $ 1,165 $ 1,109 13% 19 % Pre-tax operating margin 33% 31% 29% EPS $ 0.90 $ 0.75 $ 0.74 20% 22 % 1 Operating leverage is the rate of increase (decrease) in total revenue less the rate of increase (decrease) in total noninterest expense. The year-over-year operating leverage was based on a increase in total revenue, of 398 basis points, and a decrease in total noninterest expense, of 138 basis points. The sequential operating leverage was based on an increase in total revenue, of 437 basis points, and a increase in total noninterest expense, of 88 basis points. bps - basis points Note: Provision for credit losses was a credit of $19 million in 3Q16 versus a provision of $1 million in 3Q15 and a credit of $9 million in 2Q16.

4 Third Quarter 2016 – Financial Highlights Summary Financial Results for Third Quarter 2016 (Non-GAAP)1 Growth vs. $ in millions, except per share data 3Q16 2Q16 3Q15 2Q16 3Q15 Revenue $ 3,932 $ 3,772 $ 3,795 4% 4 % Expenses $ 2,564 $ 2,554 $ 2,603 —% (1)% Adjusted operating leverage2 385 bps 511 bps Income before income taxes $ 1,374 $ 1,227 $ 1,191 12% 15 % Adjusted pre-tax operating margin 35% 33% 31% EPS $ 0.90 $ 0.76 $ 0.74 18% 22 % Return on tangible common equity 23.5% 20.4% 20.8% Adjusted return on tangible common equity 23.6% 20.5% 21.0% 1 Represents Non-GAAP measures. See Appendix for reconciliations. Additional disclosures regarding these measures and other Non-GAAP adjusted measures are available in the Corporation’s reports filed with the SEC, available at www.bnymellon.com/investorrelations. 2 Operating leverage is the rate of increase (decrease) in total revenue less the rate of increase (decrease) in total noninterest expense. The year-over-year operating leverage (Non-GAAP) was based on a increase in total revenue, as adjusted (Non-GAAP), of 361 basis points, and a decrease in total noninterest expense, as adjusted (Non-GAAP), of 150 basis points. The sequential operating leverage (Non-GAAP) was based on an increase in total revenue, as adjusted (Non-GAAP), of 424 basis points, and a increase in total noninterest expense, as adjusted (Non-GAAP), of 39 basis points. bps - basis points

5 Third Quarter 2016 – Financial Highlights Third Quarter Financial Highlights (comparisons are 3Q16 versus 3Q15) • Earnings per common share of $0.90 on an adjusted basis1 • Earnings per common share +22% on an adjusted basis1 • Total revenue of $3.94 billion • Fee and other revenue +3% • Net interest revenue +2% • Continued focus on expense control • Total noninterest expense (1%) on an adjusted basis1 • Executing on capital plan and returning value to common shareholders • Repurchased 11.6 million common shares for $464 million • Return on common equity of 11%; Adjusted return on tangible common equity of 24%1 • SLR - transitional of 6.0%; SLR - fully phased-in of 5.7%1 1 Represents a Non-GAAP measure. See Appendix for reconciliations. Additional disclosures regarding these measures and other Non-GAAP adjusted measures are available in the Corporation’s reports filed with the SEC, available at www.bnymellon.com/investorrelations.

6 Third Quarter 2016 – Financial Highlights 2016 Key Messages • Executing on our strategic priorities; delivering on our three-year financial goals set at our 2014 Investor Day • Focused on enhancing the client experience and driving profitable revenue growth ◦ Broadening existing client relationships and selectively adding new business • Business Improvement Process designed to leverage scale, increase efficiency and effectiveness, and reduce risk and structural costs ◦ In a low organic revenue growth environment, the Business Improvement Process is enabling us to fund: ▪ Additional regulatory requirements ▪ Enhancements to our technology and servicing platforms ▪ Revenue growth initiatives ▪ Improving our operating margin • Continue to return significant value to shareholders through share repurchases and dividends

7 Third Quarter 2016 – Financial Highlights Third Quarter 2016 Key Performance Drivers (comparisons are 3Q16 versus 3Q15) • Earnings per common share of $0.90, +22% on an adjusted basis1 (Non-GAAP), driven by strength in investment management and performance fees, net interest revenue, issuer services fees, securities lending revenue and continued execution of our business improvement process • Investment management and performance fees +4% due to higher market values and money market fees, offset by the unfavorable impact of a stronger U.S. dollar and net outflows • Investment services fees +2% reflecting higher money market fees, higher fees in Depositary Receipts and higher securities lending revenue, partially offset by the unfavorable impact of a stronger U.S. dollar • Market-sensitive revenue driven by net interest revenue and securities lending revenue growth • Foreign Exchange (3%) reflecting lower volumes and volatility, partially offset by the positive net impact of foreign currency hedging activity • Securities Lending +34% driven by higher spreads • Net Interest Revenue higher by $15 million driven by the actions we have taken to reduce the levels of our lower yielding interest- earning assets and higher yielding interest-bearing deposits, as well as the impact of higher market interest rates • Provision for credit losses was a credit of $19 million in 3Q16, driven by net recoveries of $13 million versus a provision of $1 million in 3Q15 • Noninterest expense on an adjusted basis1 (Non-GAAP) (1%) reflecting lower expenses in most categories, primarily driven by the favorable impact of a stronger U.S. dollar, lower other, software and equipment, legal, net occupancy and business development expenses, partially offset by higher staff and distribution and servicing expenses • Effective tax rate of 24.6% 1 Represents a Non-GAAP measure. See Appendix for reconciliations. Additional disclosures regarding these measures and other Non-GAAP adjusted measures are available in the Corporation’s reports filed with the SEC, available at www.bnymellon.com/investorrelations.

8 Third Quarter 2016 – Financial Highlights Fee and Other Revenue (Consolidated) Growth vs. Year-over-Year Drivers ($ in millions) 3Q16 2Q16 3Q15 Investment services fees: Asset ServicingŸ Higher money market fees and securities lending revenue, partially offset by the unfavorable impact of a stronger U.S. dollar and downsizing of the UK transfer agency business Clearing Services Ÿ Higher money market fees, partially offset by the impact of the previously disclosed lost business Issuer Services Ÿ Higher corporate actions in Depositary Receipts and higher money market fees in Corporate Trust Treasury Services Ÿ Flat $137M Investment Management and Performance Fees Ÿ Higher market values and money market fees, partially offset by the unfavorable impact of a stronger U.S. dollar (principally versus the British pound) and net outflows of assets under management in prior periods Foreign Exchange & Other Trading Revenue Ÿ FX revenue of $175MM - Decreased, reflecting lower volumes and volatility and the continued trend of clients migrating to lower margin products, partially offset by the positive net impact of foreign currency hedging activity. Other trading revenue of $8MM - Increased, reflecting higher fixed income trading, partially offset by lower equity and other trading Financing-related fees Ÿ Lower underwriting fees and lower fees related to secured intraday credit provided to dealers in connection with their tri-party repo activity Distribution and Servicing Ÿ Higher money market fees, partially offset by fees paid to introducing brokers Investment and other income Ÿ Higher asset-related and seed capital gains Asset servicing1 $ 1,067 — % 1% Clearing services 349 — 1 Issuer services 337 44 8 Treasury services 137 (1) — Total investment services fees 1,890 5 2 Investment management and performance fees 860 4 4 Foreign exchange and other trading revenue 183 1 2 Financing-related fees 58 2 (18) Distribution and servicing 43 — 5 Investment and other income 92 24 56 Total fee revenue 3,126 5 3 Net securities gains 24 N/M N/M Total fee and other revenue $ 3,150 5 % 3% 1 Asset servicing fees include securities lending revenue of $51 million in 3Q16, $38 million in 3Q15, and $52 million in 2Q16. Note: Please reference earnings release for quarter-over-quarter variance explanations. N/M - not meaningful

9 Third Quarter 2016 – Financial Highlights Investment Management Metrics Change in Assets Under Management (AUM)1 Growth vs. ($ in billions) 3Q16 LTM 3Q16 2Q16 3Q15 Beginning balance of AUM $1,664 $1,625 Net inflows (outflows): Long-Term: Equity (3) (17) Fixed income — (1) Liability-driven investments2 4 44 Alternative investments 2 6 Total long-term active inflows 3 32 Index (2) (46) Total long-term inflows (outflows) 1 (14) Short-term: Cash (1) (4) Total net inflows (outflows) — (18) Net market impact/other 80 216 Net currency impact (29) (110) Acquisition — 2 Ending balance of AUM3 $1,715 $1,715 3% 6% Average balances: Growth vs. $ in millions 3Q16 2Q16 3Q15 Average loans $ 15,308 3% 20% Average deposits $ 15,600 1% 2% 1 Excludes securities lending cash management assets and assets managed in the Investment Services business. 2 Includes currency overlay assets under management. 3 Preliminary.

10 Third Quarter 2016 – Financial Highlights Investment Services Metrics Growth vs. 3Q16 2Q16 3Q15 Assets under custody and/or administration at period end (trillions)1,2 $ 30.5 3 % 7 % Estimated new business wins (AUC/A) (billions)2 $ 150 Market value of securities on loan at period end (billions)3 $ 288 4 % — % Average loans (millions) $ 44,329 1 % (4)% Average deposits (millions) $ 220,316 (1)% (5)% Broker-Dealer Average tri-party repo balances (billions) $ 2,212 5 % 3 % Clearing Services Average active clearing accounts (U.S. platform) (thousands) 5,942 — % (3)% Average long-term mutual fund assets (U.S. platform) (millions) $ 443,112 3 % (1)% Depositary Receipts Number of sponsored programs 1,094 (2)% (7)% 1 Includes the AUC/A of CIBC Mellon of $1.2 trillion at Sept. 30, 2016, $1.1 trillion at June 30, 2016 and $1.0 trillion at Sept. 30, 2015. 2 Preliminary. 3 Represents the total amount of securities on loan managed by the Investment Services business. Excludes securities for which BNY Mellon acts as agent on behalf of CIBC Mellon clients, which totaled $64 billion at Sept. 30, 2016, $56 billion at June 30, 2016 and $61 billion at Sept. 30, 2015.

11 Third Quarter 2016 – Financial Highlights Net Interest Revenue Growth vs. Year-over-Year Drivers ($ in millions) 3Q16 2Q16 3Q15 Net interest revenue (non-FTE) $ 774 1 % 2 % Net Interest Revenue Ÿ Actions we have taken to reduce the levels of our lower yielding interest-earning assets and higher yielding interest-bearing deposits, as well as the impact of higher market interest rates Net interest revenue (FTE) 786 1 2 Net interest margin (FTE) 1.06% 8 bps 8 bps Selected Average Balances: Cash/interbank investments $ 114,544 (17)% (12)% Trading account securities 2,176 1 (20) Securities 118,405 — (2) Loans 61,578 2 — Interest-earning assets 296,703 (7) (6) Interest-bearing deposits 155,109 (6) (9) Noninterest-bearing deposits 81,619 (3) (4) Note: Please reference earnings release for quarter-over-quarter variance explanations. FTE – fully taxable equivalent bps – basis points

12 Third Quarter 2016 – Financial Highlights Noninterest Expense Growth vs. Year-over-Year Drivers ($ in millions) 3Q16 2Q16 3Q15 Staff $ 1,467 4% 2 % Ÿ Lower expenses in most categories, primarily driven by the favorable impact of a stronger U.S. dollar, lower other, software and equipment, legal, net occupancy and business development expenses, partially offset by higher staff and distribution and servicing expenses. The increase in staff expense was primarily due to higher incentive and severance expenses and the annual employee merit increase, partially offset by lower temporary services expense. We continue to benefit from the savings generated by the business improvement process, including the continued impact from vendor renegotiations and the execution of additional real estate actions that will allows us to optimize our physical footprint and improve how our employees work Professional, legal and other purchased services 292 1 (3) Software and equipment 215 (4) (5) Net occupancy 143 (6) (6) Distribution and servicing 105 3 11 Sub-custodian 59 (16) (9) Business development 52 (20) (12) Other 231 (4) (14) Amortization of intangible assets 61 3 (8) M&I, litigation and restructuring charges 18 N/M N/M Total noninterest expense – GAAP $ 2,643 1% (1)% Total noninterest expense excluding amortization of intangible assets and M&I, litigation and restructuring charges – Non-GAAP1 $ 2,564 —% (1)% Full-time employees 52,300 100 1,000 1 Represents a Non-GAAP measure. See Appendix for reconciliations. Additional disclosures regarding these measures and other Non-GAAP adjusted measures are available in the Corporation’s reports filed with the SEC, available at www.bnymellon.com/investorrelations. Note: Please reference earnings release for quarter-over-quarter variance explanations. N/M - not meaningful

13 Third Quarter 2016 – Financial Highlights Capital Ratios Highlights 9/30/16 6/30/16 12/31/15 Consolidated regulatory capital ratios:1 Ÿ Repurchased 11.6 million common shares for $464 million in 3Q16 Ÿ In 3Q16, declared a quarterly dividend of $0.19 per common share Ÿ Compliant with fully phased-in U.S. Liquidity Coverage Ratio (LCR)5 Standardized CET1 ratio 12.1% 11.8% 11.5% Tier 1 capital ratio 14.3 13.4 13.1 Total (Tier 1 plus Tier 2) capital ratio 14.7 13.8 13.5 Advanced CET1 ratio 10.5 10.2 10.8 Tier 1 capital ratio 12.4 11.5 12.3 Total (Tier 1 plus Tier 2) capital ratio 12.6 11.7 12.5 Leverage capital ratio2 6.6 5.8 6.0 Supplementary leverage ratio ("SLR") 6.0 5.3 5.4 Selected regulatory capital ratios - fully phased-in - Non-GAAP:1,3,4 CET1 ratio: Standardized approach 11.3% 11.0% 10.2% Advanced approach 9.8 9.5 9.5 SLR 5.7% 5.0% 4.9% Note: See corresponding footnotes on following slide.

14 Third Quarter 2016 – Financial Highlights Capital Ratio Footnotes 1 Sept. 30, 2016 regulatory capital ratios are preliminary. See the “Capital Ratios” section in the earnings release for additional detail. For our CET1, Tier 1 capital and Total capital ratios, our effective capital ratios under the U.S. capital rules are the lower of the ratios as calculated under the Standardized and Advanced Approaches. 2 The leverage capital ratio is based on Tier 1 capital, as phased-in and quarterly average total assets. 3 Please reference slide 23 & 24. See the “Capital Ratios” section in the earnings release for additional detail. 4 Estimated. 5 The U.S. LCR rules became effective Jan. 1, 2015 and currently require BNY Mellon to meet an LCR of 90%, increasing to 100% when fully phased-in on Jan. 1, 2017. Our estimated LCR on a consolidated basis is compliant with the fully phased-in requirements of the U.S. LCR as of Sept. 30, 2016 based on our understanding of the U.S. LCR rules. Our consolidated HQLA before haircuts, totaled $195 billion at Sept. 30, 2016, compared with $191 billion at June 30, 2016 and $218 billion at Dec. 31, 2015.

16 Third Quarter 2016 – Financial Highlights Strategic Priorities Strategic Priorities to Drive Growth Driving Profitable Revenue Growth • Leveraging our scale and expertise to create new sources of value • Delivering innovative strategic solutions with strong potential upside • In Investment Services, we are focused on: • middle-office outsourcing, where we have best-in-class technology • growing our collateral management capabilities, which are already a positive contributor to earnings • the alternatives market segment, where we continue to grow market share • In Investment Management, we are: • focused on investment excellence and aligning our products and solutions to meet evolving client demand • working to optimize our distribution and infrastructure while maintaining a superior client experience • centralizing high-quality business functions and further leveraging the resources of BNY Mellon Business Improvement Process • Funding regulatory change, process maturity, strategic technology and growth investments • Improving margins in our businesses • Lowering expenses in most expense categories Being a Strong, Safe, Trusted Counterparty • Strong liquidity and resilient capital positions • Excellent balance sheet credit quality • In October, submitted resolution plan to regulators • Plan includes significant actions to further enhance our resolvability Generating Excess Capital and Deploying Capital Effectively • Executing on capital plan and returning value to shareholders • $669MM returned to shareholders in 3Q16; repurchased 11.6MM shares for $464MM and paid out $205MM in dividends • Returned more than $2.7B to shareholders last-twelve months 3Q16 Attracting and Retaining Top Talent • Building robust leadership pipeline for the future• Improving talent, succession and development planning

17 Third Quarter 2016 – Financial Highlights Business Improvement Process COMPLETED • Expanded Wealth Management sales force, driving new revenue opportunities backed by a strong pipeline • Established Client Pricing Strategy group to develop, analyze and measure service delivery costs to better align costs with client pricing • Created dedicated technology solutions unit to drive technology-related revenue growth • Extended private banking solutions to Pershing clients • Created direct lending capability through investment management ONGOING • Strategic Platform Investments (Real Estate / Private Equity Administration, Asset and Hedge Fund Manager Middle-Office, Global Wealth Platforms) • Enhancing collateral management systems and foreign exchange (FX) platforms • Strengthening distribution of investment management strategies • Growing Dreyfus cash management solutions with Pershing and custody clients • Delivering integrated bank/brokerage custody platform for RIAs COMPLETED • Exiting derivatives, sales and trading business • Sold Meriten, our German-based boutique • Realigned our UK transfer agency operating model to improve profitability • Exited the derivatives clearing business • Streamlined our APAC Investment Management operations • Developed tools to reduce costs and improve the delivery of market data ONGOING • Simplifying and automating our end-to-end global processing • Optimizing and streamlining our technology infrastructure; lowering annual infrastructure investment • Reducing our real estate footprint; balancing our workforce globally ◦ Reduced rentable square footage by 9% year-over-year • Analyzing and measuring our service delivery costs to better align our costs with client pricing • Implementing Bring Your Own Device (BYOD) policy Business Excellence Continuous Process Improvement Corporate Services Client Technology Solutions Excellence Business Partner Activity Process Revenue Initiatives Expense Initiatives

18 Third Quarter 2016 – Financial Highlights Total Shareholder Return and EPS Reconciliation Total Shareholder Return YTD 9/30/16 2015 2014 BNY Mellon (1.9)% 3.3% 18.3% 11-Member Peer Group Median 2.5% (2.3)% 13.8% S&P 500 Financials 1.4% (1.6)% 15.2% S&P 500 Index 7.8% 1.4% 13.7% Earnings per share Growth vs. 3Q16 2Q16 3Q15 2Q16 3Q15 GAAP results $ 0.90 $ 0.75 $ 0.74 Add: M&I, litigation and restructuring charges 0.01 — 0.01 Less: Recovery related to Sentinel 0.01 N/A N/A Non-GAAP results $ 0.90 $ 0.76 1 $ 0.74 1 18% 22% 1 Does not foot due to rounding. N/A - Not Applicable

19 Third Quarter 2016 – Financial Highlights Investment Management . Growth vs. ($ in millions) 3Q16 2Q16 3Q15 Investment management and performance fees $ 845 3% 4% Distribution and servicing 49 — 32 Other1 (18) N/M N/M Net interest revenue 82 — (1) Total Revenue 958 2 3 Noninterest expense (ex. amortization of intangible assets) 680 (1) 2 Income before taxes (ex. amortization of intangible assets) 278 10 7 Amortization of intangible assets 22 16 (8) Income before taxes $ 256 9% 8% Pre-tax operating margin 27% 184 bps 126 bps Adjusted pre-tax operating margin2,3 33% 220 bps (17) bps 1 Total fee and other revenue includes the impact of the consolidated investment management funds, net of noncontrolling interests. Additionally, other revenue includes asset servicing, treasury services, foreign exchange and other trading revenue and investment and other income. 2 Excludes the net negative impact of money market fee waivers, amortization of intangible assets and provision for credit losses and is net of distribution and servicing expense. 3 Represents a Non-GAAP measure. See Slide 25 for reconciliation. Additional disclosures regarding these measures and other Non-GAAP adjusted measures are available in the Corporation’s reports filed with the SEC, available at www.bnymellon.com/investorrelations. N/M - not meaningful bps – basis points

20 Third Quarter 2016 – Financial Highlights Investment Services Growth vs. ($ in millions) 3Q16 2Q16 3Q15 Investment services fees: Asset servicing $ 1,039 — % —% Clearing services 347 (1) 1 Issuer services 336 44 8 Treasury services 136 (1) 1 Total investment services fees 1,858 5 2 Foreign exchange and other trading revenue 177 10 (1) Other1 148 14 15 Net interest revenue 715 4 8 Total revenue 2,898 6 4 Provision for credit losses 1 N/M N/M Noninterest expense (ex. amortization of intangible assets) 1,812 — (2) Income before taxes (ex. amortization of intangible assets) 1,085 16 16 Amortization of intangible assets 39 (3) (5) Income before taxes $ 1,046 17 % 17% Pre-tax operating margin 36% +356 bps +404 bps Pre-tax operating margin (ex. provision for credit losses and amortization of intangible assets) 37% +377 bps +372 bps 1 Other revenue includes investment management fees, financing-related fees, distribution and servicing revenue and investment and other income. N/M - not meaningful bps – basis points

21 Third Quarter 2016 – Financial Highlights Expense, Pre-Tax Operating Margin & Operating Leverage - Non-GAAP Reconciliations 3Q16 2Q16 3Q15 Growth vs. ($ in millions) 2Q16 3Q15 Total revenue – GAAP $ 3,941 $ 3,776 $ 3,790 4.37% 3.98 % Less: Net income (loss) attributable to noncontrolling interests of consolidated investment management funds 9 4 (5) Total revenue, as adjusted – Non-GAAP2 $ 3,932 $ 3,772 $ 3,795 4.24% 3.61 % Total noninterest expense – GAAP $ 2,643 $ 2,620 $ 2,680 0.88% (1.38)% Less: Amortization of intangible assets 61 59 66 M&I, litigation and restructuring charges 18 7 11 Total noninterest expense excluding amortization of intangible assets and M&I, litigation and restructuring charges – Non-GAAP2 $ 2,564 $ 2,554 $ 2,603 0.39% (1.50)% Less: Provision for credit losses (19) (9) 1 Add: Recovery related to Sentinel (13) — — Operating Leverage Income before income taxes, as adjusted – Non-GAAP2 $ 1,374 $ 1,227 $ 1,191 +349 bps +536 bps Adjusted Operating Leverage (Non-GAAP) Adjusted pre-tax operating margin – Non-GAAP1,2,3 35% 33% 31% +385 bps +511 bps 1 Income before taxes divided by total revenue. 2 Non-GAAP information for all periods presented excludes net income (loss) attributable to noncontrolling interests of consolidated investment management funds, amortization of intangible assets and M&I, litigation and restructuring charges. Non-GAAP information for 3Q16 also excludes a recovery of the previously impaired Sentinel loan. 3 Our GAAP earnings include tax-advantaged investments such as low income housing, renewable energy, bank-owned life insurance and tax-exempt securities. The benefits of these investments are primarily reflected in tax expense. If reported on a tax-equivalent basis, these investments would increase revenue and income before taxes by $74 million for 3Q16, $74 million for 2Q16 and $53 million for 3Q15 and would increase our pre- tax operating margin by approximately 1.2% for 3Q16, 1.3% for 2Q16 and 1.0% for 3Q15. bps - basis points

22 Third Quarter 2016 – Financial Highlights Return on Tangible Common Equity Reconciliation 3Q16 2Q16 3Q15 ($ in millions) Net income applicable to common shareholders of The Bank of New York Mellon Corporation – GAAP $ 974 $ 825 $ 820 Add: Amortization of intangible assets 61 59 66 Less: Tax impact of amortization of intangible assets 21 21 23 Net income applicable to common shareholders of The Bank of New York Mellon Corporation excluding amortization of intangible assets – Non-GAAP 1,014 863 863 Add: M&I, litigation and restructuring charges 18 7 11 Recovery related to Sentinel (13) — — Less: Tax impact of M&I, litigation and restructuring charges 5 2 3 Tax impact of recovery related to Sentinel (5) — — Net income applicable to common shareholders of The Bank of New York Mellon Corporation, as adjusted – Non-GAAP2 $ 1,019 $ 868 $ 871 Average common shareholders’ equity $ 35,767 $ 35,827 $ 35,588 Less: Average goodwill 17,463 17,622 17,742 Average intangible assets 3,711 3,789 3,962 Add: Deferred tax liability – tax deductible goodwill1 1,477 1,452 1,379 Deferred tax liability – intangible assets1 1,116 1,129 1,164 Average tangible common shareholders’ equity - Non-GAAP $ 17,186 $ 16,997 $ 16,427 Return on tangible common equity – Non-GAAP3 23.5% 20.4% 20.8% Adjusted return on tangible common equity – Non-GAAP2,3 23.6% 20.5% 21.0% 1 Deferred tax liabilities are based on fully phased-in Basel III rules. 2 Non-GAAP information for all periods presented excludes amortization of intangible assets and M&I, litigation and restructuring charges. Non-GAAP information for 3Q16 also excludes a recovery of the previously impaired Sentinel loan. 3 Annualized.

23 Third Quarter 2016 – Financial Highlights Basel III Capital Components & Ratios ($ in millions) 9/30/161 6/30/16 12/31/15 Transitional basis2 Fully Phased-inNon-GAAP3 Transitional basis 2 Fully Phased-in Non-GAAP3 Transitional basis 2 Fully Phased-in Non-GAAP3 CET1: Common shareholders’ equity $ 36,450 $ 36,153 $ 36,282 $ 36,007 $ 36,067 $ 35,485 Goodwill and intangible assets (17,505) (18,527) (17,614) (18,658) (17,295) (18,911) Net pension fund assets (56) (94) (56) (94) (46) (116) Equity method investments (314) (347) (322) (356) (296) (347) Deferred tax assets (15) (25) (14) (23) (8) (20) Other (1) (1) (1) (3) (5) (9) Total CET1 18,559 17,159 18,275 16,873 18,417 16,082 Other Tier 1 capital: Preferred stock 3,542 3,542 2,552 2,552 2,552 2,552 Trust preferred securities — — — — 74 — Deferred tax assets (10) — (9) — (12) — Net pension fund assets (38) — (38) — (70) — Other (110) (109) (112) (110) (25) (22) Total Tier 1 capital 21,943 20,592 20,668 19,315 20,936 18,612 Tier 2 capital: Trust preferred securities 156 — 161 — 222 — Subordinated debt 149 149 149 149 149 149 Allowance for credit losses 274 274 280 280 275 275 Other (6) (7) (6) (7) (12) (12) Total Tier 2 capital - Standardized Approach 573 416 584 422 634 412 Excess of expected credit losses 27 27 36 36 37 37 Less: Allowance for credit losses 274 274 280 280 275 275 Total Tier 2 capital - Advanced Approach $ 326 $ 169 $ 340 $ 178 $ 396 $ 174 Total capital: Standardized Approach $ 22,516 $ 21,008 $ 21,252 $ 19,737 $ 21,570 $ 19,024 Advanced Approach $ 22,269 $ 20,761 $ 21,008 $ 19,493 $ 21,332 $ 18,786 Risk-weighted assets: Standardized Approach $ 153,042 $ 151,797 $ 154,464 $ 153,198 $ 159,893 $ 158,015 Advanced Approach $ 177,104 $ 175,784 $ 179,172 $ 177,829 $ 170,384 $ 168,509 Standardized Approach: CET1 ratio 12.1% 11.3% 11.8% 11.0% 11.5% 10.2% Tier 1 capital ratio 14.3 13.6 13.4 12.6 13.1 11.8 Total (Tier 1 plus Tier 2) capital ratio 14.7 13.8 13.8 12.9 13.5 12.0 Advanced Approach: CET1 ratio 10.5% 9.8% 10.2% 9.5% 10.8% 9.5% Tier 1 capital ratio 12.4 11.7 11.5 10.9 12.3 11.0 Total (Tier 1 plus Tier 2) capital ratio 12.6 11.8 11.7 11.0 12.5 11.1 1 Preliminary. 2 Reflects transitional adjustments to CET1, Tier 1 capital and Tier 2 capital required under the U.S. capital rules. 3 Estimated.

24 Third Quarter 2016 – Financial Highlights SLR ($ in millions) 9/30/16 1 6/30/16 12/31/15 Transitional basis Fully phased-in (Non-GAAP)2 Transitional basis Fully phased-in (Non-GAAP)2 Transitional basis Fully phased-in (Non-GAAP)2 Consolidated: Tier 1 capital $ 21,943 $ 20,592 $ 20,668 $ 19,315 $ 20,936 $ 18,612 Total leverage exposure: Quarterly average total assets $ 351,230 $ 351,230 $ 374,220 $ 374,220 $ 368,590 368,590 Less: Amounts deducted from Tier 1 capital 17,760 19,095 17,876 19,234 17,650 $ 19,403 Total on-balance sheet assets 333,470 332,135 356,344 354,986 350,940 349,187 Off-balance sheet exposures: Potential future exposure for derivatives contracts (plus certain other items) 6,149 6,149 6,125 6,125 7,158 7,158 Repo-style transaction exposures 447 447 402 402 440 440 Credit-equivalent amount of other off-balance sheet exposures (less SLR exclusions) 23,571 23,571 24,157 24,157 26,025 26,025 Total off-balance sheet exposures 30,167 30,167 30,684 30,684 33,623 33,623 Total leverage exposure $ 363,637 $ 362,302 $ 387,028 $ 385,670 $ 384,563 $ 382,810 SLR - Consolidated3 6.0% 5.7% 5.3% 5.0% 5.4% 4.9% The Bank of New York Mellon, our largest bank subsidiary Tier 1 capital $ 18,701 $ 17,592 $ 18,049 $ 16,948 $ 16,814 $ 15,142 Total leverage exposure $ 299,615 $ 299,236 $ 322,978 $ 322,588 $ 316,812 $ 316,270 SLR - The Bank of New York Mellon3 6.2% 5.9% 5.6% 5.3% 5.3% 4.8% 1 Sept. 30, 2016 information is preliminary. 2 Estimated 3 The estimated fully phased-in SLR (Non-GAAP) is based on our interpretation of the U.S. capital rules. When the SLR is fully phased-in in 2018 as a required minimum ratio, we expect to maintain an SLR of over 5%. The minimum required SLR is 3% and there is a 2% buffer, in addition to the minimum, that is applicable to U.S. G-SIBs. The insured depository institution subsidiaries of the U.S. G-SIBs, including those of BNY Mellon, must maintain a 6% SLR to be considered “well capitalized.”

25 Third Quarter 2016 – Financial Highlights Investment Management - Non-GAAP Reconciliation Pre-tax operating margin 3Q16 2Q16 3Q15 ($ in millions) Income before income taxes – GAAP $ 256 $ 234 $ 236 Add: Amortization of intangible assets 22 19 24 Provision for credit losses — 1 1 Money market fee waivers 11 11 28 Income before income taxes excluding amortization of intangible assets, provision for credit losses and money market fee waivers – Non-GAAP $ 289 $ 265 $ 289 Total revenue – GAAP $ 958 $ 938 $ 926 Less: Distribution and servicing expense 104 102 94 Money market fee waivers benefiting distribution and servicing expense 15 15 35 Add: Money market fee waivers impacting total revenue 26 26 63 Total revenue net of distribution and servicing expense and excluding money market fee waivers - Non-GAAP $ 865 $ 847 $ 860 Pre-tax operating margin1 27% 25% 25% Pre-tax operating margin excluding amortization of intangible assets, provision for credit losses, money market fee waivers and net of distribution and servicing expense – Non-GAAP1 33% 31% 34% 1 Income before taxes divided by total revenue.



Delaware	001-35651		13-2614959
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
225 Liberty Street New York, New York (Address of principal executive offices)		10286 (Zip code)



Exhibit
Number			Description

99.1			The Bank of New York Mellon Corporation Earnings Release dated October 20, 2016, announcing financial results for the third quarter of 2016.

99.2			The Bank of New York Mellon Corporation Quarterly Financial Trends dated October 20, 2016, for the third quarter of 2016.

99.3			Third Quarter 2016 Financial Highlights Presentation dated October 20, 2016.



	The Bank of New York Mellon Corporation (Registrant)
Date: October 20, 2016	By: /s/ Craig T. Beazer
	Name: Craig T. Beazer Title: Secretary



Number	Description	Method of Filing
99.1	Earnings Release dated October 20, 2016.	Filed herewith (other than the Excluded Section)
99.2	Quarterly Financial Trends dated October 20, 2016.	Furnished herewith
99.3	Third Quarter 2016 Financial Highlights Presentation dated October 20, 2016.	Furnished herewith



Contacts: MEDIA:	ANALYSTS:
Colleen Krieger	Valerie Haertel
(212) 635-6491	(212) 635-8529
ColleenAnne.Krieger@bnymellon.com	Valerie.Haertel@bnymellon.com


•	Earnings of $979 million or $0.90 per common share on an adjusted basis (a)


•	Earnings per common share up 22% on both a GAAP and adjusted basis year-over-year (a)


•	Return on common equity of 11%; Adjusted return on tangible common equity of 24% (a)


•	SLR - transitional of 6.0%; SLR - fully phased-in of 5.7% (a)


(a)	These measures are considered to be Non-GAAP. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 24 for the adjusted earnings and earnings per common share reconciliation and tangible common equity ratio reconciliation. See “Capital and Liquidity” beginning on page 13 for the reconciliation of the SLR.



	Earnings per share							Net income applicable to common shareholders of The Bank of New York Mellon Corporation
(in millions, except per share amounts)	3Q16		3Q15			Inc/(Dec)		3Q16		3Q15		Inc/(Dec)
GAAP results	$	0.90	$	0.74		22	%	$	974	$	820	19	%
Add: M&I, litigation and restructuring charges	0.01		0.01					13		8
Less: Recovery related to Sentinel	0.01		N/A					8		N/A
Non-GAAP results	$	0.90	$	0.74	(b)	22	%	$	979	$	828	18	%


•	Total revenue of $3.9 billion, increased 4% on both a GAAP and adjusted basis (Non-GAAP) (a).


•	The provision for credit losses was a credit of $19 million, driven by net recoveries of $13 million.


•	Noninterest expense of $2.6 billion, decreased 1% on both a GAAP and adjusted basis (Non-GAAP) (a). The decrease reflects lower expenses in most categories, primarily driven by the favorable impact of a stronger U.S. dollar, lower other, software and equipment, legal, net occupancy and business development expenses, partially offset by higher staff and distribution and servicing expenses.



(dollars in millions, except per share amounts; common shares in thousands)																3Q16 vs.
	3Q16			2Q16			1Q16			4Q15			3Q15			2Q16		3Q15
Revenue:
Fee and other revenue	$	3,150		$	2,999		$	2,970		$	2,950		$	3,053		5%		3%
Income (loss) from consolidated investment management funds	17			10			(6		)	16			(22		)
Net interest revenue	774			767			766			760			759			1		2
Total revenue – GAAP	3,941			3,776			3,730			3,726			3,790			4		4
Less: Net income (loss) attributable to noncontrolling interests related to consolidated investment management funds	9			4			(7		)	5			(5		)
Total revenue – Non-GAAP	3,932			3,772			3,737			3,721			3,795			4		4
Provision for credit losses	(19		)	(9		)	10			163			1
Expense:
Noninterest expense – GAAP	2,643			2,620			2,629			2,692			2,680			1		(1	)
Less: Amortization of intangible assets	61			59			57			64			66
M&I, litigation and restructuring charges	18			7			17			18			11
Total noninterest expense – Non-GAAP	2,564			2,554			2,555			2,610			2,603			—		(1	)
Income:
Income before income taxes	1,317			1,165			1,091			871			1,109			13%		19%
Provision for income taxes	324			290			283			175			282
Net income	$	993		$	875		$	808		$	696		$	827
Net (income) loss attributable to noncontrolling interests (a)	(6		)	(2		)	9			(3		)	6
Net income applicable to shareholders of The Bank of New York Mellon Corporation	987			873			817			693			833
Preferred stock dividends	(13		)	(48		)	(13		)	(56		)	(13		)
Net income applicable to common shareholders of The Bank of New York Mellon Corporation	$	974		$	825		$	804		$	637		$	820

Operating leverage (b)																349	bps	536	bps
Adjusted operating leverage – Non-GAAP (b)																385	bps	511	bps

Key Metrics:
Pre-tax operating margin (c)	33		%	31		%	29		%	23		%	29		%
Adjusted pre-tax operating margin – Non-GAAP (c)	35		%	33		%	31		%	30		%	31		%

Return on common equity (annualized) (c)	10.8		%	9.3		%	9.2		%	7.1		%	9.1		%
Adjusted return on common equity (annualized) – Non-GAAP (c)	11.3		%	9.7		%	9.7		%	8.9		%	9.7		%

Return on tangible common equity (annualized) – Non-GAAP (d)	23.5		%	20.4		%	20.6		%	16.2		%	20.8		%
Adjusted return on tangible common equity (annualized) – Non-GAAP (c)(d)	23.6		%	20.5		%	20.8		%	19.0		%	21.0		%

Fee revenue as a percentage of total revenue	79		%	79		%	80		%	79		%	81		%

Percentage of non-U.S. total revenue	36		%	34		%	33		%	34		%	37		%

Average common shares and equivalents outstanding:
Basic	1,062,248			1,072,583			1,079,641			1,088,880			1,098,003
Diluted	1,067,682			1,078,271			1,085,284			1,096,385			1,105,645

Period end:
Full-time employees	52,300			52,200			52,100			51,200			51,300
Book value per common share – GAAP (d)	$	34.19		$	33.72		$	33.34		$	32.69		$	32.59
Tangible book value per common share – Non-GAAP (d)	$	16.67		$	16.25		$	15.87		$	15.27		$	15.16
Cash dividends per common share	$	0.19		$	0.17		$	0.17		$	0.17		$	0.17
Common dividend payout ratio	21		%	23		%	23		%	30		%	23		%
Closing stock price per common share	$	39.88		$	38.85		$	36.83		$	41.22		$	39.15
Market capitalization	$	42,167		$	41,479		$	39,669		$	44,738		$	42,789
Common shares outstanding	1,057,337			1,067,674			1,077,083			1,085,343			1,092,953



News Release


(b)	Operating leverage is the rate of increase (decrease) in total revenue less the rate of increase (decrease) in total noninterest expense. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 24 for the components of this measure.


(d)	Tangible book value per common share - Non-GAAP and tangible common equity exclude goodwill and intangible assets, net of deferred tax liabilities. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 24 for the reconciliation of Non-GAAP measures.



Consolidated business metrics																	3Q16 vs.
	3Q16				2Q16			1Q16			4Q15			3Q15			2Q16		3Q15
Changes in AUM (in billions): (a)
Beginning balance of AUM	$	1,664			$	1,639		$	1,625		$	1,625		$	1,700
Net inflows (outflows):
Long-term:
Equity	(3		)		(2		)	(3		)	(9		)	(4		)
Fixed income	—				(2		)	—			1			(3		)
Liability-driven investments (b)	4				15			14			11			11
Alternative investments	2				1			1			2			1
Total long-term active inflows	3				12			12			5			5
Index	(2		)		(17		)	(11		)	(16		)	(10		)
Total long-term inflows (outflows)	1				(5		)	1			(11		)	(5		)
Short term:
Cash	(1		)		4			(9		)	2			(10		)
Total net (outflows)	—				(1		)	(8		)	(9		)	(15		)
Net market impact/other	80				71			41			24			(35		)
Net currency impact	(29		)		(47		)	(19		)	(15		)	(25		)
Acquisition	—				2			—			—			—
Ending balance of AUM	$	1,715		(c)	$	1,664		$	1,639		$	1,625		$	1,625		3	%	6	%

AUM at period end, by product type: (a)
Equity	13		%		14		%	14		%	14		%	14		%
Fixed income	14				13			13			13			13
Index	18				18			19			20			20
Liability-driven investments (b)	35				34			33			32			32
Alternative investments	4				4			4			4			4
Cash	16				17			17			17			17
Total AUM	100		%	(c)	100		%	100		%	100		%	100		%

Investment Management:
Average loans (in millions)	$	15,308			$	14,795		$	14,275		$	13,447		$	12,779		3	%	20	%
Average deposits (in millions)	$	15,600			$	15,518		$	15,971		$	15,497		$	15,282		1	%	2	%

Investment Services:
Average loans (in millions)	$	44,329			$	43,786		$	45,004		$	45,844		$	46,222		1	%	(4	)%
Average deposits (in millions)	$	220,316			$	221,998		$	215,707		$	229,241		$	232,250		(1	)%	(5	)%

AUC/A at period end (in trillions) (d)	$	30.5		(c)	$	29.5		$	29.1		$	28.9		$	28.5		3	%	7	%

Market value of securities on loan at period end (in billions) (e)	$	288			$	278		$	300		$	277		$	288		4	%	—	%

Asset servicing:
Estimated new business wins (AUC/A) (in billions)	$	150		(c)	$	167		$	40		$	49		$	84

Depositary Receipts:
Number of sponsored programs	1,094				1,112			1,131			1,145			1,176			(2	)%	(7	)%

Clearing services:
Average active clearing accounts (U.S. platform) (in thousands)	5,942				5,946			5,947			5,959			6,107			—	%	(3	)%
Average long-term mutual fund assets (U.S. platform) (in millions)	$	443,112			$	431,150		$	415,025		$	437,260		$	447,287		3	%	(1	)%
Average investor margin loans (U.S. platform) (in millions)	$	10,834			$	10,633		$	11,063		$	11,575		$	11,806		2	%	(8	)%

Broker-Dealer:
Average tri-party repo balances (in billions)	$	2,212			$	2,108		$	2,104		$	2,153		$	2,142		5	%	3	%


(a)	Excludes securities lending cash management assets and assets managed in the Investment Services business and the Other segment.


(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, 2016, $1.1 trillion at June 30, 2016 and March 31, 2016 and $1.0 trillion at Dec. 31, 2015 and Sept. 30, 2015.


(e)	Represents the total amount of securities on loan managed by the Investment Services business. Excludes securities for which BNY Mellon acts as agent on behalf of CIBC Mellon clients, which totaled $64 billion at Sept. 30, 2016, $56 billion at June 30, 2016 and March 31, 2016, $55 billion at Dec. 31, 2015 and $61 billion at Sept. 30, 2015.



Key market metrics																3Q16 vs.
	3Q16			2Q16			1Q16			4Q15			3Q15			2Q16		3Q15
S&P 500 Index (a)	2168			2099			2060			2044			1920			3%		13%
S&P 500 Index – daily average	2162			2075			1951			2052			2027			4		7
FTSE 100 Index (a)	6899			6504			6175			6242			6062			6		14
FTSE 100 Index – daily average	6765			6204			5988			6271			6399			9		6
MSCI EAFE (a)	1702			1608			1652			1716			1644			6		4
MSCI EAFE – daily average	1677			1648			1593			1732			1785			2		(6	)
Barclays Capital Global Aggregate Bond^SM Index (a)(b)	386			382			368			342			346			1		12
NYSE and NASDAQ share volume (in billions)	186			203			218			198			206			(8	)	(10	)
JPMorgan G7 Volatility Index – daily average (c)	10.19			11.12			10.60			9.49			9.93			(8	)	3
Average Fed Funds effective rate	0.39		%	0.37		%	0.36		%	0.16		%	0.13		%	2 bps		26 bps
Foreign exchange rates vs. U.S. dollar:
British pound (a)	$	1.30		$	1.34		$	1.44		$	1.48		$	1.52		(3)%		(14)%
British pound – average rate	1.31			1.43			1.43			1.52			1.55			(8	)	(15	)
Euro (a)	1.12			1.11			1.14			1.09			1.12			1		—
Euro – average rate	1.12			1.13			1.10			1.10			1.11			(1	)	1


(c)	The JPMorgan G7 Volatility Index is based on the implied volatility in 3-month currency options.



Fee and other revenue											3Q16 vs.
(dollars in millions)	3Q16		2Q16		1Q16		4Q15		3Q15		2Q16		3Q15
Investment services fees:
Asset servicing (a)	$	1,067	$	1,069	$	1,040	$	1,032	$	1,057	—	%	1	%
Clearing services	349		350		350		339		345		—		1
Issuer services	337		234		244		199		313		44		8
Treasury services	137		139		131		137		137		(1	)	—
Total investment services fees	1,890		1,792		1,765		1,707		1,852		5		2
Investment management and performance fees	860		830		812		864		829		4		4
Foreign exchange and other trading revenue	183		182		175		173		179		1		2
Financing-related fees	58		57		54		51		71		2		(18	)
Distribution and servicing	43		43		39		41		41		—		5
Investment and other income	92		74		105		93		59		24		56
Total fee revenue	3,126		2,978		2,950		2,929		3,031		5		3
Net securities gains	24		21		20		21		22		N/M		N/M
Total fee and other revenue	$	3,150	$	2,999	$	2,970	$	2,950	$	3,053	5	%	3	%


(a)	Asset servicing fees include securities lending revenue of $51 million in 3Q16, $52 million in 2Q16, $50 million in 1Q16, $46 million in 4Q15 and $38 million in 3Q15.


•	Asset servicing fees were $1.1 billion, an increase of 1% year-over-year and a slight decrease sequentially. The year-over-year increase primarily reflects higher money market fees and securities lending revenue, partially offset by the unfavorable impact of a stronger U.S. dollar and downsizing of the UK transfer agency business.


•	Clearing services fees were $349 million, an increase of 1% year-over-year and a slight decrease sequentially. The year-over-year increase was primarily driven by higher money market fees, partially offset by the impact of the previously disclosed lost business.


•	Issuer services fees were $337 million, an increase of 8% year-over-year and 44% sequentially. The year-over-year increase primarily reflects higher corporate actions in Depositary Receipts and higher money market fees in Corporate Trust. The sequential increase primarily reflects seasonally higher fees in Depositary Receipts.


•	Treasury services fees were $137 million, unchanged year-over-year and a decrease of 1% sequentially.



•	Foreign exchange and other trading revenue
	(in millions)	3Q16		2Q16		1Q16		4Q15		3Q15
	Foreign exchange	$	175	$	166	$	171	$	165	$	180
	Other trading revenue (loss)	8		16		4		8		(1		)
	Total foreign exchange and other trading revenue	$	183	$	182	$	175	$	173	$	179


•	Financing-related fees were $58 million in 3Q16 compared with $71 million in 3Q15 and $57 million in 2Q16. The year-over-year decrease primarily reflects lower underwriting fees and lower fees related to secured intraday credit provided to dealers in connection with their tri-party repo activity.


•	Distribution and servicing fees were $43 million in 3Q16 compared with $41 million in 3Q15 and $43 million in 2Q16. The year-over-year increase primarily reflects higher money market fees, partially offset by fees paid to introducing brokers.



Noninterest expense																3Q16 vs.
(dollars in millions)	3Q16			2Q16			1Q16			4Q15			3Q15			2Q16		3Q15
Staff	$	1,467		$	1,412		$	1,459		$	1,481		$	1,437		4	%	2	%
Professional, legal and other purchased services	292			290			278			328			301			1		(3	)
Software and equipment	215			223			219			225			226			(4	)	(5	)
Net occupancy	143			152			142			148			152			(6	)	(6	)
Distribution and servicing	105			102			100			92			95			3		11
Sub-custodian	59			70			59			60			65			(16	)	(9	)
Business development	52			65			57			75			59			(20	)	(12	)
Other	231			240			241			201			268			(4	)	(14	)
Amortization of intangible assets	61			59			57			64			66			3		(8	)
M&I, litigation and restructuring charges	18			7			17			18			11			N/M		N/M
Total noninterest expense – GAAP	$	2,643		$	2,620		$	2,629		$	2,692		$	2,680		1	%	(1	)%

Total staff expense as a percentage of total revenue	37		%	37		%	39		%	40		%	38		%

Memo:
Total noninterest expense excluding amortization of intangible assets and M&I, litigation and restructuring charges – Non-GAAP	$	2,564		$	2,554		$	2,555		$	2,610		$	2,603		—	%	(1	)%


•	Total noninterest expense decreased 1% year-over-year and increased 1% sequentially. Total noninterest expense excluding amortization of intangible assets and M&I, litigation and restructuring charges (Non-GAAP) decreased 1% year-over-year and increased slightly sequentially.


•	The sequential increase primarily reflects higher staff expense and M&I, litigation and restructuring charges, partially offset by lower expenses in nearly all other expense categories including business development, sub-custodian, net occupancy, other and software and equipment expenses.