Obligation BNY Mellon & Co. 4.62% ( US064058AF75 ) en USD

BNY Mellon & Co.

100 % ▲

Etas-Unis

US064058AF75 ( en USD )

4.62% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BNY Mellon US064058AF75 en USD 4.62%, échéance Perpétuelle

1 000 USD

1 000 000 000 USD

064058AF7

BBB ( Qualité moyenne inférieure )

N/A

20/09/2026 ( Dans 122 jours )

BNY Mellon est une société mondiale de services financiers offrant des services de gestion d'actifs, de gestion de patrimoine et de services aux marchés de capitaux à des institutions, des entreprises et des particuliers fortunés.

L'Obligation émise par BNY Mellon & Co. ( Etas-Unis ) , en USD, avec le code ISIN US064058AF75, paye un coupon de 4.62% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par BNY Mellon & Co. ( Etas-Unis ) , en USD, avec le code ISIN US064058AF75, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424B2 - Series F Final Prospectus Supplement
424B2 1 d198500d424b2.htm FORM 424B2 - SERIES F FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Calculation of the Registration Fee

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
Depositary Shares of The Bank of New York Mellon Corporation (each representing a 1/100th interest in
a share of Series F Noncumulative Perpetual Preferred Stock)

$1,000,000,000
$100,700

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209450

PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 9, 2016)

The Bank of New York Mellon Corporation
1,000,000 Depositary Shares
Each representing a 1/100th Interest in a Share of
Series F Noncumulative Perpetual Preferred Stock

Each of the 1,000,000 depositary shares offered hereby (the "depositary shares") represents a 1/100th ownership interest in a share of Series F Noncumulative Perpetual Preferred
Stock, with a liquidation preference of $100,000 per share (the "Series F Preferred Stock"), of The Bank of New York Mellon Corporation, deposited with Computershare Inc. and
Computershare Trust Company, N.A., as joint depositary. The depositary shares are evidenced by depositary receipts. As a holder of the depositary shares, you are entitled to all
proportional rights and preferences of the Series F Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
We will pay dividends on the Series F Preferred Stock only when, as and if declared by our board of directors (or a duly authorized committee of the board) and to the extent that
we have legally available funds to pay dividends. Dividends will accrue on the liquidation amount of $100,000 per share of the Series F Preferred Stock at a rate per annum equal to
(i) 4.625% from the original issue date of the Series F Preferred Stock to but excluding September 20, 2026; and (ii) a floating rate equal to Three-month LIBOR (as defined elsewhere
in this prospectus supplement) plus 3.131% from and including September 20, 2026. Fixed rate dividends will be payable in arrears on March 20 and September 20 of each year,
commencing on March 20, 2017, through and including September 20, 2026, and floating rate dividends will be payable in arrears on March 20, June 20, September 20 and December 20
of each year, commencing on December 20, 2026. Payment of dividends on the Series F Preferred Stock is subject to certain legal, regulatory and other restrictions as described
elsewhere in this prospectus supplement.
We may, at our option, redeem the shares of Series F Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date (as that term is defined elsewhere in
this prospectus supplement) on or after the dividend payment date in September 2026 or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Treatment
Event (as defined elsewhere in this prospectus supplement), in each case, at a cash redemption price of $100,000 per share (equivalent to $1,000 per depositary share), plus any declared
and unpaid dividends, without regard to any undeclared dividends, to but excluding the redemption date. If we redeem the Series F Preferred Stock, the depositary will redeem a
proportionate number of depositary shares. The Series F Preferred Stock will not have any voting rights except as described elsewhere in this prospectus supplement.
Neither the Series F Preferred Stock nor the depositary shares will be savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and will not be
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
Investing in the depositary shares and the underlying Series F Preferred Stock involves risks. See "Risk Factors " beginning on
page S-6 to read about factors you should consider before buying the depositary shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Depositary Share
Total

Public offering price (l)

$
1,000.00
$1,000,000,000.00
Underwriting discounts and commissions

$
10.00
$
10,000,000.00
Proceeds, before offering expenses, to us (l)

$
990.00
$ 990,000,000.00
(1) The public offering price does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the original issue date, which is expected to be
August 1, 2016.
We may from time to time elect to issue additional depositary shares representing shares of the Series F Preferred Stock, and all such additional shares would be deemed to form a
single series with the depositary shares offered by this prospectus supplement.
Neither shares of the Series F Preferred Stock nor the depositary shares will be listed on any securities exchange or automated quotation system.
The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about August 1,
https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement
2016.
Our affiliates, including BNY Mellon Capital Markets, LLC, may use this prospectus supplement and the accompanying prospectus in connection with offers and sales of our
depositary shares in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at
the time of sale.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
Morgan Stanley

UBS Investment Bank
BNY Mellon Capital Markets, LLC
Joint Lead Managers

Barclays

Deutsche Bank Securities

HSBC
J.P. Morgan

RBC Capital Markets

Wells Fargo Securities
Co-Managers

MFR Securities, Inc.

Nomura

Santander

Prospectus Supplement dated July 25, 2016
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
WHERE YOU CAN FIND MORE INFORMATION

S-ii
FORWARD-LOOKING STATEMENTS

S-iv
SUMMARY

S-1
RISK FACTORS

S-6
USE OF PROCEEDS

S-14
CONSOLIDATED CAPITAL COMPONENTS AND RATIOS

S-15
DESCRIPTION OF THE SERIES F PREFERRED STOCK

S-16
DESCRIPTION OF THE DEPOSITARY SHARES

S-25
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

S-27
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-30
CERTAIN ERISA CONSIDERATIONS

S-36
UNDERWRITING (CONFLICTS OF INTEREST)

S-38
VALIDITY OF THE SECURITIES

S-45
EXPERTS

S-45
Prospectus

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

2
THE COMPANY

4
RISK FACTORS

5
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

5
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

6
USE OF PROCEEDS

7
DESCRIPTION OF DEBT SECURITIES

8
DESCRIPTION OF PREFERRED STOCK

21
DESCRIPTION OF DEPOSITARY SHARES

25
DESCRIPTION OF COMMON STOCK

28
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

31
DESCRIPTION OF WARRANTS

33
BOOK-ENTRY ISSUANCE

34
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

39
VALIDITY OF SECURITIES

41
EXPERTS

41
https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the
accompanying prospectus, and in any free writing prospectus that we prepare. We have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. This prospectus supplement, the
accompanying prospectus and any such free writing prospectus may be used only for the purposes for which they have been prepared. You
should not assume that the information contained or incorporated by reference in this prospectus supplement is accurate as of any date
other than the date of this prospectus supplement or the date of the relevant incorporated document, as applicable. The financial
condition, results of operations or business prospects of the Company may have changed since those dates. We are not making an offer of
these securities in any jurisdiction where the offer is not permitted.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The
second part is the prospectus, which describes more general information, some of which may not apply to this offering. You should read both this
prospectus supplement and the accompanying prospectus, together with additional information described under the heading "Where You Can Find
More Information" below.
Unless otherwise mentioned or unless the context requires otherwise (for example, in references under "Forward-Looking Statements" and
"Risk Factors" to the Company's consolidated businesses, operations and prospects), all references in this prospectus supplement to "The Bank of
New York Mellon Corporation", "BNY Mellon", "we", "our" and "us" mean The Bank of New York Mellon Corporation and do not include its
consolidated subsidiaries. References to "the Company" mean The Bank of New York Mellon Corporation, together with its consolidated
subsidiaries and affiliates.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus,
you should rely on the information set forth in this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the Securities and Exchange Commission (the "SEC"). The prospectus is part of the registration
statement, and the registration statement also contains additional information and exhibits. We have filed and will file proxy statements, annual,
quarterly and current reports, and other information with the SEC. You may read and copy the registration statement and any reports, proxy
statements and other information at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can call
the SEC for further information about its public reference room at 1-800-732-0330. Such material is also available at the SEC's website at
"http://www.sec.gov".
The SEC allows us to incorporate documents by reference in this prospectus supplement. This means that if we list or refer to a document
which we have filed with the SEC in this prospectus supplement, that document is considered to be a part of this prospectus supplement and should
be read with the same care. Documents that we file with the SEC in the future will automatically update and supersede information incorporated by
reference in this prospectus supplement.
The documents listed below are incorporated by reference into this prospectus supplement (other than, in each case, documents or
information deemed to have been furnished and not filed in accordance with SEC rules):

· Our Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 26, 2016 (SEC File No. 001-35651) ("our

Form 10-K");

· Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed on May 10, 2016 (SEC File No. 001-35651)

("our 1Q16 Form 10-Q");

· Our Current Reports on Form 8-K, filed on February 9, 2016, February 19, 2016, February 23, 2016, February 26, 2016, March 4,

2016, April 12, 2016, April 14, 2016, April 21, 2016 (Item 2.02 only), May 2, 2016, June 29, 2016 and July 21, 2016 (SEC File
No. 001-35651);

· Our definitive Proxy Statement on Schedule 14A, filed on March 11, 2016 (SEC File No. 001-35651); and

· Any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the

"Exchange Act"), on or after the date of this prospectus supplement and before the termination of the offering of the securities.

S-ii
https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement
Table of Contents
You may request a free copy of any or all of these filings by writing, emailing or telephoning us at the following address:
The Bank of New York Mellon Corporation
225 Liberty Street
New York, New York 10286
Attention: Office of the Secretary
Email: [email protected]
Telephone: (212) 635-1787

S-iii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein contain statements
relating to future results of the Company that are considered "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as "estimate," "forecast," "project," "anticipate," "confident," "target," "expect," "intend," "continue," "seek,"
"believe," "plan," "goal," "could," "should," "would," "may," "will," "strategy," "synergies," "opportunities," "trends" and words of similar
meaning signify forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein or therein. 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: all statements about the usefulness of Non-GAAP measures, the future results of BNY Mellon, our businesses,
financial, liquidity and capital condition, results of operations, goals, strategies, outlook, objectives, expectations (including those regarding our
performance results, regulatory, market, economic or accounting developments, legal proceedings and other contingencies), effective tax rate,
estimates (including those regarding capital ratios), intentions, targets, opportunities and initiatives. Furthermore, these forward-looking statements
relate to, among others:

· the impact of the issuance of the Series F Preferred Stock and the use of proceeds therefrom on the Company's Basel III capital

components and capital ratios;

· the existence or development of a trading market for the depositary shares;

· the price at which the depositary shares could trade;

· the effect of our credit rating on our results of operations or financial condition and on the ability of holders to sell their depositary

shares and at what price; and

· the additional shares of Series F Preferred Stock or the related depositary shares we could issue and sell after the offering described in

this prospectus supplement.
In addition, these forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things,
the following important factors that could affect the actual outcome of future events: an information security event or technology disruption that
results in a loss of confidential information or impacts our ability to provide services to our clients and any material adverse effect on our business
and results of operations; failure of our technology or that of a third party or vendor, or if we neglect to update our technology, develop and market
new technology to meet clients' needs or protect our intellectual property and any material adverse effect on our business; extensive government
regulation and supervision and the impact of the significant amount of rulemaking since the 2008 financial crisis, which have, and in the future
may, compel us to change how we manage our businesses, could have a material adverse effect on our business, financial condition and results of
operations and have increased our compliance and operational risks and costs; failure to satisfy regulatory standards, including "well capitalized"
and "well managed" status or capital adequacy and liquidity rules, and any resulting limitations on our activities, or adverse effects on our business
and financial condition; the potential effects of adopting a single point of entry strategy; regulatory actions or litigation and any adverse effect on
our results of operations or harm to our businesses or reputation; adverse publicity, government scrutiny or other reputational harm and any
negative effect on our businesses; the risks relating to new lines of business, new products and services or strategic project initiatives and the
failure to implement these initiatives, which could affect our results of operations; the risks and uncertainties relating to our strategic transactions
and any adverse effect on our business, results of operations and financial condition; operational risk and any material adverse effect on our
business; failure or circumvention of our controls and procedures and any material adverse effect on our business, reputation, results of operations
and financial condition; competition in all aspects of our business and any negative effect on our ability to maintain or increase our profitability;
failure of our risk management framework to be effective in mitigating risk and reducing the potential for losses; change or uncertainty in
monetary, tax and other governmental policies and the impact on our businesses, profitability and ability to compete; political, economic, legal,
operational and other risks inherent in operating globally and
https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement

S-iv
Table of Contents
any material adverse effect on our business; failure to attract and retain employees and any adverse effect on our business; acts of terrorism, natural
disasters, pandemics and global conflicts and any negative impact on our business and operations; weakness in financial markets and the economy
generally and any material adverse effect on our business, results of operations and financial condition; market volatility and any adverse impact on
our business, financial condition and results of operations and our ability to manage risk; ongoing concerns about the financial stability of certain
countries, the failure or instability of any of our significant global counterparties, or a breakup of the European Union or Eurozone and any material
adverse effect on our business and results of operations; continuing low or volatile interest rates and any material adverse effect on our profitability;
write-downs of securities that we own and other losses related to volatile and illiquid market conditions and any reduction in our earnings or
impact on our financial condition; our dependence on fee-based business for a substantial majority of our revenue and the potential adverse effects
of a slowing in market activity, weak financial markets, underperformance and/or negative trends in savings rates or in investment preferences;
any adverse effect on our foreign exchange revenues from decreased market volatility or cross-border investment activity of our clients; the failure
or perceived weakness of any of our significant counterparties, and our assumption of credit and counterparty risk, which could expose us to loss
and adversely affect our business; credit, regulatory and reputational risks as a result of our tri-party repo collateral agency services, which could
adversely affect our business and results of operations; any material reduction in our credit ratings or the credit ratings of our principal bank
subsidiaries, which could increase the cost of funding and borrowing to us and our rated subsidiaries and have a material adverse effect on our
results of operations and financial condition and on the value of the securities we issue; any adverse effect on our business, financial condition and
results of operations of not effectively managing our liquidity; inadequate reserves for credit losses, including loan reserves, and any resulting
charges through provision expense; tax law changes or challenges to our tax positions and any adverse effect on our net income, effective tax rate
and overall results of operations and financial condition; changes in accounting standards and any material impact on our reported financial
condition, results of operations, cash flows and other financial data; risks associated with being a non-operating holding company, including our
dependence on dividends from our subsidiaries to meet obligations, to provide funds for payment of dividends and for stock repurchases; and the
impact of provisions of U.S. banking laws and regulations, including those governing capital and the approval of our capital plan, applicable
provisions of Delaware law or failure to pay full and timely dividends on our preferred stock, on our ability to return capital to shareholders.
These forward-looking statements, and other forward-looking statements contained in our other public disclosures (including those
incorporated by reference in this prospectus supplement or the accompanying prospectus), 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 Company's control), including those
factors described in "Risk Factors" in Part I, Item lA of our Form 10-K and the "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Risk Factors" section of our 2015 Annual Report to Shareholders filed as an exhibit to our Form 10-K, which are
incorporated by reference in this prospectus supplement.
All forward-looking statements speak only as of the date on which such statements are made, and BNY Mellon undertakes no obligation to
update any statement to reflect events or circumstances after the date on which such forward-looking statement is made or to reflect the occurrence
of unanticipated events.
We caution you not to place undue reliance on these forward-looking statements.

S-v
Table of Contents
SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and may
not contain all the information that you need to consider in making your investment decision. You should carefully read this entire prospectus
supplement and the accompanying prospectus, as well as the information to which we refer you and the information incorporated by reference
herein, before deciding whether to invest in the depositary shares. You should pay special attention to the "Risk Factors" section of this
prospectus supplement to determine whether an investment in the depositary shares is appropriate for you.
The Bank of New York Mellon Corporation
The Bank of New York Mellon Corporation, a Delaware corporation (NYSE symbol: BK), is a global financial services company
headquartered in New York, New York, with $29.5 trillion in assets under custody and/or administration and $1.7 trillion in assets under
https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement
management as of June 30, 2016.
The Bank of New York Mellon Corporation is a financial holding company registered with the Board of Governors of the Federal
Reserve System (the "FRB") under the Bank Holding Company Act of 1956, as amended. As such, The Bank of New York Mellon
Corporation and its subsidiaries are subject to the supervision, examination and reporting requirements of the Bank Holding Company Act and
the regulations of the FRB.
Our principal executive office is located at 225 Liberty Street, New York, New York 10286, telephone number: (212) 495-1784.
The Offering

Issuer:
The Bank of New York Mellon Corporation

Securities offered:
1,000,000 depositary shares, each representing a l/100th interest in a share of Series F
Noncumulative Perpetual Preferred Stock, with a liquidation preference of $100,000 per
share (equivalent to $1,000 per depositary share), of The Bank of New York Mellon
Corporation. Each holder of a depositary share will be entitled, through the depositary,
in proportion to the applicable fraction of a share of the Series F Preferred Stock
represented by such depositary share, to all the rights and preferences of the Series F
Preferred Stock represented thereby (including dividend, voting, redemption and
liquidation rights).

We may from time to time elect to issue additional depositary shares representing
shares of the Series F Preferred Stock, and all such additional depositary shares would
be deemed to form a single series with the depositary shares offered by this prospectus
supplement, provided that such additional shares will only be issued if they are fungible
with the original shares for tax purposes.

Dividend payment dates:
(i) each March 20 and September 20, commencing March 20, 2017, to and ending
September 20, 2026, and (ii) each March 20, June 20,

S-1
Table of Contents
September 20 and December 20, commencing December 20, 2026, subject to
adjustment in the case of any such date after September 20, 2026 that falls on a day that
is not a business day as described under "Description of the Series F Preferred Stock--

Dividends" below. "Dividend period" means each period from and including a dividend
payment date (except that the initial dividend period shall commence on the original
issue date of the Series F Preferred Stock) and continuing to but not including the next
succeeding dividend payment date.

Dividends:
We will pay dividends on the Series F Preferred Stock, only when, as and if declared by
our board of directors (or a duly authorized committee of the board). Dividends will
accrue on the liquidation amount of $100,000 per share of the Series F Preferred Stock
(the "Series F liquidation amount") (equivalent to $1,000 per depositary share) at a rate
per annum equal to (i) 4.625% from the original issue date of the Series F Preferred
Stock to but excluding the dividend payment date on September 20, 2026 and (ii) a
floating rate equal to Three-month LIBOR (as defined under "Description of the
Series F Preferred Stock--Dividends") plus 3.131%, from and including the dividend
payment date on September 20, 2026. Dividends will be payable in arrears on each
dividend payment date. Each dividend period relating to a dividend payment date on or
before September 20, 2026 is a "fixed rate period," and each dividend period thereafter
is a "floating rate period."

https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement

Any such dividends will be distributed to holders of the depositary shares in the manner
described under "Description of the Series F Preferred Stock--Dividends" below.

Dividends on shares of the Series F Preferred Stock will not be cumulative and will not
be mandatory. If for any reason our board of directors (or a duly authorized committee
of the board) does not declare a dividend on the Series F Preferred Stock in respect of a
dividend period (as defined under "Description of the Series F Preferred Stock--
Dividends"), then no dividend shall be deemed to have accrued for such dividend
period, be payable on the applicable dividend payment date, or accumulate, and we will
have no obligation to pay any dividend for that dividend period, whether or not
dividends on the Series F Preferred Stock are declared for any future dividend period.

Payment of dividends on the Series F Preferred Stock is subject to certain legal,
regulatory and other restrictions described under "Description of the Series F Preferred
Stock--Restrictions on dividends" below.

Redemption:
The Series F Preferred Stock is perpetual and has no maturity date. We may, at our
option, redeem the shares of the Series F Preferred

S-2
Table of Contents
Stock (i) in whole or in part, from time to time, on any dividend payment date on or
after the dividend payment date in September 2026, or (ii) in whole but not in part at
any time within 90 days following a Regulatory Capital Treatment Event (as defined
under "Description of the Series F Preferred Stock--Redemption"), in each case at a
cash redemption price of $100,000 per share (equivalent to $1,000 per depositary share),

plus any declared and unpaid dividends, without regard to any undeclared dividends, to
but excluding the redemption date, on the shares of the Series F Preferred Stock called
for redemption. Neither the holders of the Series F Preferred Stock nor holders of
depositary shares will have the right to require the redemption or repurchase of the
Series F Preferred Stock.

Redemption of the Series F Preferred Stock is subject to certain contractual, legal,
regulatory and other restrictions described under "Description of the Series F Preferred
Stock--Redemption" below. Under capital adequacy rules currently applicable to us,
any redemption of the Series F Preferred Stock would be subject to prior approval of the
FRB. Neither the holders of the Series F Preferred Stock nor holders of the depositary
shares will have the right to require redemption.

Liquidation rights:
In the event we voluntarily or involuntarily liquidate, dissolve or wind up our affairs,
holders of shares of the Series F Preferred Stock will be entitled to receive an amount
per share equal to the Series F liquidation amount of $100,000 per share (equivalent to
$1,000 per depositary share), plus any dividends that have been declared but not paid
prior to the date of payment of distributions to shareholders, without regard to any
undeclared dividends. Distributions will be made only to the extent of our assets that are
available for distribution to shareholders, after payment or provision for payment of our
debts and other liabilities, pro rata as to our Series A Noncumulative Perpetual Preferred
Stock, $100,000 liquidation preference per share (the "Series A Preferred Stock"), our
Series C Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per
share (the "Series C Preferred Stock"), our Series D Noncumulative Perpetual Preferred
Stock, $100,000 liquidation preference per share (the "Series D Preferred Stock"), our
Series E Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per
share (the "Series E Preferred Stock") and any other class or series of our stock that
https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement
ranks equally with the Series F Preferred Stock as to the distribution of assets on our
liquidation, dissolution or winding up and before any distribution of assets is made to
holders of our common stock or any other class or series of our stock that ranks junior
to the Series F Preferred Stock as to the distribution of assets on our liquidation,
dissolution or winding up ("junior stock").

Voting rights:
None, except with respect to certain changes in the terms of the Series F Preferred
Stock, in the case of certain dividend non-payments, certain other fundamental
corporate events, mergers or consolidations

S-3
Table of Contents
and as otherwise required by applicable law. See "Description of the Series F Preferred
Stock--Voting rights" below. Holders of depositary shares must act through the

depositary to exercise any voting rights, as described under "Description of the
Depositary Shares--Voting of the Series F Preferred Stock" below.

Ranking:
Shares of the Series F Preferred Stock will rank senior to our common stock and all
other junior stock, on a parity with the Series A Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock and the Series E Preferred Stock, and senior to or on
a parity with each other series of our preferred stock we may issue (except for any
senior series that may be issued upon the requisite vote or consent of the holders of at
least two thirds of the shares of the Series F Preferred Stock at the time outstanding and
entitled to vote and the requisite vote or consent of all other series of preferred stock)
with respect to the payment of dividends and distributions of assets upon any
liquidation, dissolution or winding-up of The Bank of New York Mellon Corporation.

We will generally be able to pay dividends and distributions upon any liquidation,
dissolution or winding up only out of funds legally available for such payment (i.e., after
taking account of all indebtedness and other non-equity claims) and pro rata as to the
Series F Preferred Stock, the Series A Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock, the Series E Preferred Stock and any other stock designated as
ranking on a parity with the Series F Preferred Stock as to payment of dividends
("dividend parity stock").

Maturity:
The Series F Preferred Stock does not have any maturity date, and we are not required
to redeem the Series F Preferred Stock. Accordingly, the Series F Preferred Stock will
remain outstanding indefinitely, unless and until we decide to redeem it.

Preemptive and conversion rights:
None.

No Listing:
Neither shares of the Series F Preferred Stock nor the depositary shares will be listed on
any securities exchange or automated quotation system.

Tax consequences:
If you are a noncorporate United States holder, dividends paid to you will qualify for
taxation at preferential rates if you meet certain holding period and other applicable
requirements. If you are a corporate United States holder, dividends received by you
will be eligible for the dividends-received deduction if you meet certain holding period
and other applicable requirements. If you are a United States alien holder, dividends
paid to you are subject to withholding of United States federal income tax at a 30% rate
or at a lower rate if you are eligible for the benefits of an income tax treaty that provides

https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement

S-4
Table of Contents
for a lower rate. For further discussion of the tax consequences relating to the Series F

Preferred Stock, see "Material United States Federal Income Tax Considerations."

Use of proceeds:
We intend to use a portion of the net proceeds from the sale of the depositary shares
representing interests in the Series F Preferred Stock to repurchase up to $560 million of
our common stock, and to use any remaining net proceeds for general corporate
purposes. See "Use of Proceeds."

Depositary:
Computershare Inc. and Computershare Trust Company, N.A.

Transfer Agent & Registrar:
Computershare Trust Company, N.A.

Conflicts of interest:
BNY Mellon Capital Markets, LLC, a joint book-running manager of this offering, is an
affiliate of ours. Accordingly, the offering of the depositary shares will conform with the
requirements addressing conflicts of interest when distributing the securities of an
affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority, Inc.
Client accounts over which BNY Mellon Capital Markets, LLC or any affiliate have
investment discretion are not permitted to purchase the depositary shares, either directly
or indirectly, without the specific written approval of the accountholder. See
"Underwriting (Conflicts of Interest)--Conflicts of interest."

S-5
Table of Contents
RISK FACTORS
Your investment in the depositary shares involves certain risks, not all of which are described in this prospectus supplement, some of which
relate to the Series F Preferred Stock and/or the depositary shares and others of which relate to the Company. You should carefully consider the
risks described below and the risk factors included in our Form 10-K, as well as the other information included or incorporated by reference in
this prospectus supplement and the accompanying prospectus, before making an investment decision. Our business, financial condition or results
of operations could be materially adversely affected by any of these risks. The trading price of our depositary shares could decline due to any of
these risks, and you may lose all or part of your investment. This prospectus supplement also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including the risks faced by us described below and elsewhere in this prospectus supplement and the accompanying prospectus. The risks
and uncertainties we describe are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition or operating results could
result in a decline in the value of the depositary shares and the loss of all or part of your investment.
The depositary shares are fractional interests in the shares of the Series F Preferred Stock.
We are issuing fractional interests in shares of the Series F Preferred Stock in the form of depositary shares. Accordingly, the depositary will
rely on the payments it receives on the Series F Preferred Stock to fund all payments on the depositary shares. You should carefully review the
information in the accompanying prospectus and in this prospectus supplement regarding both of these securities.
Dividends on the Series F Preferred Stock will be discretionary and noncumulative, and may not be paid if such payment will result in our
failure to comply with all applicable laws and regulations.
Dividends on the Series F Preferred Stock will be discretionary and noncumulative. Consequently, if our board of directors (or any duly
https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Form 424B2 - Series F Final Prospectus Supplement
authorized committee of the board) does not authorize and declare a dividend on Series F Preferred Stock for any dividend period, holders of the
depositary shares will not be entitled to receive any dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable.
We will have no obligation to pay dividends accrued for a dividend period after the dividend payment date for that period if our board of directors
(or any duly authorized committee thereof) has not declared a dividend before the related dividend payment date, whether or not dividends on the
Series F Preferred Stock or any other series of our preferred stock or our common stock are declared for any future dividend period.
In addition, if payment of dividends on Series F Preferred Stock for any dividend period would cause us to fail to comply with any applicable
law or regulation, we will not declare or pay a dividend for such dividend period. In such a case, holders of the depositary shares will not be
entitled to receive any dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable.
Under the FRB's capital rules, dividends on the Series F Preferred Stock may only be paid out of our net income, retained earnings or surplus
related to other additional tier 1 capital instruments. In addition, the FRB's capital rules include a capital conservation buffer and a surcharge for
U.S. global systemically important banks ("G-SIBs"), which are being phased in from January 1, 2016 through January 1, 2019. The FRB's capital
rules also include a countercyclical capital buffer, which is currently set at zero. The buffers and surcharge can be satisfied only with CET1 capital.
If BNY Mellon's risk-based capital ratios do not satisfy minimum requirements plus the combined capital conservation buffer and G-SIB surcharge
(as well as the countercyclical capital buffer, when applied), BNY Mellon will face graduated constraints on, among other things, capital
distributions (including dividends on the Series F Preferred Stock) based on the amount of the shortfall. The FRB has also proposed rules to
establish total loss-absorbing capacity ("TLAC") for U.S.-GSIBs. The proposal included a

S-6
Table of Contents
buffer to the minimum TLAC requirement, which must consist only of CET1, and breaching this buffer would result in graduated constraints on,
among other things, capital distributions based on the amount of the shortfall. Under the FRB's capital plan rule and its Comprehensive Capital
Analysis and Review process known as "CCAR", with limited exceptions BNY Mellon may pay dividends on the Series F Preferred Stock only if
such dividends or other discretionary distributions are included in a capital plan as to which the FRB has not issued an objection.
The Series F Preferred Stock will be an equity security and will be subordinate to our existing and future indebtedness.
The shares of the Series F Preferred Stock will be equity interests in The Bank of New York Mellon Corporation and will not constitute
indebtedness. This means that the Series F Preferred Stock and the related depositary shares will rank junior to all existing and future indebtedness
and other non-equity claims on us with respect to assets available to satisfy claims on us, including claims in the event of our liquidation. As of
June 30, 2016, the Company's long-term debt, on a consolidated basis, was approximately $23.6 billion, and we may incur additional indebtedness
in the future. Our future indebtedness may restrict payment of dividends on the Series F Preferred Stock.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of preferred stock
like the Series F Preferred Stock, (1) dividends will be payable only if declared by our board of directors (or a duly authorized committee of the
board); (2) dividends will not accumulate if they are not declared; and (3) as a Delaware corporation, we may make dividend payments and
redemption payments only out of funds legally available under Delaware law. As a bank holding company, our ability to declare and pay dividends
is also dependent on certain federal regulatory considerations. Further, the Series F Preferred Stock will place no restrictions on our business or
operations or on our ability to incur indebtedness or engage in any transactions, subject only to certain restrictions on payments of dividends and
redemption or repurchase of dividend parity stock and junior stock described under "Description of Series F Preferred Stock--Restrictions on
dividends" and the limited voting rights referred to below under "Description of Series F Preferred Stock--Voting rights."
The Series F Preferred Stock may be junior in rights and preferences to future preferred stock.
The Series F Preferred Stock may be junior to preferred stock we issue in the future that by its terms is expressly senior to the Series F
Preferred Stock, upon the vote or consent of the holders of at least two thirds of the shares of the Series F Preferred Stock at the time outstanding
and entitled to vote and the requisite vote or consent of all other classes or series of our stock that ranks equally with the Series F Preferred Stock
as to the distribution of assets upon liquidation, dissolution or winding up and/or the payment of dividends. The terms of any future preferred stock
expressly senior to the Series F Preferred Stock may restrict dividend payments on the Series F Preferred Stock. In this case, unless full dividends
for all outstanding preferred stock senior to the Series F Preferred Stock have been declared and paid or set aside for payment, no dividends will be
declared or paid and no distribution will be made on any shares of the Series F Preferred Stock, and no shares of the Series F Preferred Stock will
be permitted to be repurchased, redeemed or otherwise acquired by us, directly or indirectly, for consideration. This could result in dividends on
the Series F Preferred Stock not being paid to you.
We are a non-operating holding company, and as a result, are dependent on dividends from our subsidiaries, including our principal
subsidiary banks, to meet our obligations, including our obligations with respect to our securities, and to provide funds for payment of
dividends to our stockholders and stock repurchases.
https://www.sec.gov/Archives/edgar/data/1390777/000119312516658060/d198500d424b2.htm[7/27/2016 11:30:10 AM]

Document Outline

#1">
- #1">