Bank of New York Mellon Corp - FORM 8-K - EX-99.1 - QUARTERLY EARNINGS REVIEW FOR THIRD QUARTER 2010

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8-K - FORM 8-K - Bank of New York Mellon Corp	d8k.htm
EX-99.2 - 3Q 2010 FINANCIAL TRENDS - Bank of New York Mellon Corp	dex992.htm

Exhibit 99.1

LOGO

Quarterly Earnings Review

October 19, 2010

Table of Contents



Non-GAAP Financial Measures			2

Third Quarter 2010 Financial Highlights			3

Financial Summary/Key Metrics (continuing operations)			4

Assets Under Management/Custody and Administration/Market Indices			5

Fee and Other Revenue			6

Net Interest Revenue			7

Noninterest Expense			8

Operations of Consolidated Asset Management Funds			9

Foreign Exchange and Other Trading Revenue			9

Investment Securities Portfolio			10

Capital			11

Nonperforming Assets			11

Allowance for Credit Losses, Provision and Net Charge-offs			12

Discontinued Operations			12

Review of Businesses			12

• Asset Management			13

• Wealth Management			14

• Asset Servicing			15

• Issuer Services			16

• Clearing Services			17

• Treasury Services			18

• Other			19

Supplemental Information – Explanation of Non-GAAP Financial Measures			20

Cautionary Statement			23

BNY Mellon 3Q10 Quarterly Earnings Review

NON-GAAP FINANCIAL MEASURES

BNY Mellon has included in this Earnings Review certain Non-GAAP measures based upon tangible common shareholders’ equity. BNY Mellon believes that the ratio of tangible common shareholders’ equity to tangible assets of operations, is a measure of capital strength that adds additional useful information to investors, supplementing the Tier 1 capital ratio which is utilized by regulatory authorities. Unlike the Tier 1 capital ratio, the tangible common shareholders’ equity ratio fully incorporates those changes in investment securities valuations which are reflected in shareholders’ equity. In addition, this ratio is expressed as a percentage of the actual book value of assets, as opposed to a percentage of a risk-based reduced value established in accordance with regulatory requirements, although BNY Mellon in its calculation has excluded certain assets which are given a zero percent risk-weighting for regulatory purposes. This ratio is also informative to investors in BNY Mellon’s common stock because, unlike the Tier 1 capital ratio, it excludes trust preferred securities issued by BNY Mellon. Further, BNY Mellon believes that the return on tangible common equity measure, which excludes goodwill and intangible assets net of deferred tax liabilities, is a useful additional measure for investors because it presents a measure of BNY Mellon’s performance in reference to those assets which are productive in generating income.

BNY Mellon has provided the measure of tangible book value per share, which it believes provides additional useful information as to the level of such assets in relation to shares of common stock outstanding. BNY Mellon has presented revenue measures which exclude the effect of net securities gains (losses) and noncontrolling interests related to consolidated asset management funds and expense measures excluding items, such as merger and integration (“M&I”) expenses, intangible amortization expenses, special litigation reserves taken in the first quarter of 2010; and measures which utilize net income excluding tax items such as the discrete tax benefits related to a tax loss on mortgages and the benefit of tax settlements. Return on equity measures and operating margin measures which exclude some or all of these items are also presented. BNY Mellon believes that these measures are useful to investors because they permit a focus on period to period comparisons which relate to the ability of BNY Mellon to enhance revenues and limit expenses in circumstances where such matters are within BNY Mellon’s control. The excluded items in general relate to situations where accounting rules require certain ongoing charges as a result of prior transactions, or where valuation or other accounting/regulatory requirements require charges unrelated to operational initiatives. M&I expenses primarily relate to the acquisitions of GIS and BAS in the third quarter of 2010 and the merger with Mellon Financial Corporation in 2007. M&I expenses generally continue for approximately three years after the transaction, and can vary on a year-to-year basis depending on the stage of the integration. BNY Mellon believes that the exclusion of M&I expenses provides investors with a focus on BNY Mellon’s business as it would appear on a consolidated going-forward basis, after such M&I expenses have ceased, typically after approximately three years. Future periods will not reflect such M&I expenses, and thus may be more easily compared to our current results if M&I expenses are excluded. With regards to the exclusion of net investment securities gains (losses), BNY Mellon’s primary businesses are Asset and Wealth Management and Institutional Services. The management of these businesses is evaluated on the basis of the ability of these businesses to generate fee and net interest revenue and to control expenses, and not on the results of BNY Mellon’s investment securities portfolio. The investment securities portfolio is managed within the Other group of businesses. The primary objective of the investment securities portfolio is to generate net interest revenue from the liquidity generated by BNY Mellon’s processing businesses. BNY Mellon does not generally originate or trade the securities in the investment securities portfolio. With regards to higher yields related to the restructured investment securities portfolio, client deposits serve as the primary funding source for our investment securities portfolio and we typically allocate all interest revenue to the businesses generating the deposits. Accordingly, the higher yield related to the restructured investment securities portfolio has been included in the results of our businesses. The presentation of financial measures excluding special litigation reserves taken in the first quarter of 2010 provides investors the ability to view performance metrics on the basis that management views results. The presentation of income of consolidated asset management funds, net of noncontrolling interest related to the consolidation of certain assets management funds permits investors to view revenue on a basis consistent with prior periods. Restructuring charges relate to migrating positions to global growth centers and the elimination of certain positions. Excluding the discrete tax benefits related to a tax loss on mortgages permits investors to calculate the tax impact of BNY Mellon’s primary businesses. BNY Mellon believes that these presentations, as a supplement to GAAP information, gives investors a clearer picture of the results of its primary businesses.

In this Earnings Review, certain amounts are presented on an FTE basis. We believe that this presentation provides comparability of amounts arising from both taxable and tax exempt sources, and is consistent with industry practice. The adjustment to an FTE basis has no impact on net income.

Each of these measures as described above is used by management to monitor financial performance, both on a company-wide and on a business-level basis. Below is a listing of certain financial measures which have been impacted by the exclusion and/or adjustment of certain items.

•

Revenue: Investment securities gains (losses) and income from consolidated asset management funds, net of noncontrolling interest.

•

Noninterest expense: Special litigation reserves taken in the first quarter of 2010, M&I expenses, intangible amortization expense and restructuring charges.

•

Earnings per share: M&I expenses, restructuring charges and net investment securities gains (losses).

Page - 2

BNY Mellon 3Q10 Quarterly Earnings Review

THIRD QUARTER 2010 FINANCIAL HIGHLIGHTS


	Income after tax from continuing operations (a)							EPS from continuing operations (a)(b)
	(in millions)														3Q10 vs.
	3Q09			2Q10		3Q10		3Q09			2Q10		3Q10		3Q09		2Q10
Earnings:
Continuing operations – GAAP	$	(2,439	)	$	668	$	625	$	(2.04	)	$	0.55	$	0.51	N/M		(7	)%
Non-GAAP adjustments (a)		3,081			—		45		2.57			—		0.04

Subtotal Non-GAAP operating basis		642			668		670		0.54	(c)		0.55		0.55	2	%	—	%
Intangible amortization		65			60		70		0.05			0.05		0.06

Continuing operations – Non-GAAP	$	707		$	728	$	740	$	0.59		$	0.60	$	0.61	3	%	2	%

KEY POINTS (comparisons are unannualized 3Q10 vs. 2Q10 unless otherwise stated)

•

Operating earnings (excluding intangible amortization) increased 2%

Fee revenue benefited from higher asset and wealth management revenue and a 17% increase in securities servicing fees reflecting the Global Investment Servicing (“GIS”) and BHF Asset Servicing GmbH (“BAS”) acquisitions (collectively, “the Acquisitions”) partially offset by seasonally lower foreign exchange revenue

Net interest revenue decreased slightly as lower spreads more than offset the impact of higher average interest-earning assets

Noninterest expenses increased 13% reflecting the Acquisitions

Effective tax rate of 26.4% on a GAAP basis, 27.3% on an operating basis (Non-GAAP) reflecting a discrete benefit of approximately $0.02 per common share, largely driven by a change in state and local tax laws

•

Record levels of AUC/A and AUM

AUC/A of $24.4 trillion, up 10% year-over-year, driven by the Acquisitions

AUM of $1.14 trillion, up 18% year-over-year

Long-term inflows $11 billion in 3Q10

Short-term inflows $18 billion in 3Q10

•

Strong asset quality

Provision for credit losses of $(22) million

Criticized assets declined 26%

•

Tier 1 12.2%, Tier 1 common 10.7% and TCE 5.3% (Non-GAAP)

Raised $677 million (25.9 million shares) of common equity via a forward sale agreement which settled in mid-September 2010

The Acquisitions, net of the equity raise, reduced the Tier 1 / Tier 1 common ratios by approximately 185 basis points and the TCE ratio by approximately 100 basis points

(a)

See Supplemental information beginning on page 20 for GAAP to Non-GAAP reconciliations.

(b)

Diluted earnings per share under the two-class method was calculated after deducting earnings allocated to participating securities of $ – million in the third quarter of 2009, $7 million in the second quarter of 2010 and $5 million in the third quarter of 2010.

(c)

Does not foot due to rounding.

Page - 3

BNY Mellon 3Q10 Quarterly Earnings Review

FINANCIAL SUMMARY


(dollar amounts in millions, non-FTE basis unless otherwise noted; common shares in thousands)	2009						2010									3Q10 vs.
	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09			2Q10
Revenue:
Fee and other revenue – GAAP	$	(2,223	)	$	2,577		$	2,529		$	2,555		$	2,668
Less: Investment securities gains (losses)		(4,833	)		15			7			13			6

Total fee revenue – GAAP	$	2,610		$	2,562		$	2,522		$	2,542		$	2,662			2	%		5	%
Income of consolidated asset management funds, net of noncontrolling interests		—			—			41	(a)		32	(a)		49	(a)
Total fee revenue – Non-GAAP		2,610			2,562			2,563			2,574			2,711			4			5
Net interest revenue – GAAP		716			724			765			722			718			—			(1	)
Total revenue excluding investment securities gains (losses) – Non-GAAP (b)		3,326			3,286			3,328			3,296			3,429	(c)		3			4
Provision for credit losses	$	147		$	65		$	35		$	20		$	(22	)

Expense:
Noninterest expense – GAAP	$	2,311		$	2,564		$	2,440		$	2,316		$	2,611
Less: Special litigation reserves		N/A			N/A			164			N/A			N/A
M&I expenses		54			52			26			14			56
Restructuring charges		(5	)		139			7			(15	)		15
Amortization of intangible assets		104			107			97			98			111
Total noninterest expense – Non-GAAP		2,158			2,266			2,146			2,219			2,429	(c)		13			9

Income:
Income (loss) from continuing operations	$	(2,438	)	$	713		$	626		$	702		$	614			N/M			(13	)%
Net (income) loss attributable to noncontrolling interests, net of tax		(1	)		(1	)		(25	) (a)		(34	) (a)		11	(a)

Income (loss) from continuing operations, net of tax		(2,439	)		712			601			668			625
Income (loss) from discontinued operations, net of tax		(19	)		(119	)		(42	)		(10	)		(3	)
Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation	$	(2,458	)	$	593		$	559		$	658		$	622

Key Metrics (Continuing operations):
Pre-tax operating margin – GAAP (d)		N/M			20	%		26	%		30	%		24	%
Non-GAAP adjusted (d)		31	%		29	%		34	%		32	%		30	%

Return on common equity (annualized) – GAAP (d)		N/M			9.8	%		8.2	%		8.8	%		7.8	%
Non-GAAP adjusted (d)		9.9	%		10.1	%		10.6	%		9.5	%		9.2	%

Return on tangible common equity (annualized)
Non-GAAP (d)		N/M			33.0	%		25.8	%		25.8	%		26.3	%
Non-GAAP adjusted (d)		31.5	%		31.1	%		30.2	%		25.5	%		27.9	%

Fee revenue as a percent of total revenue excluding securities gains (losses)		78	%		78	%		75	%		76	%		78	%

Percent of non-U.S. fee and net interest revenue including noncontrolling interests related to consolidated asset management funds		31	%		36	%		35	%		35	%		36	%

Period end:
Employees		42,000			42,200			42,300			42,700			47,700
Market capitalization	$	34,911		$	33,783		$	37,456		$	29,975		$	32,413
Common shares outstanding		1,204,244			1,207,835			1,212,941			1,214,042			1,240,454

(a)

Includes income of $(24) million, income of $(33) million and a loss of $12 million of noncontrolling interests related to consolidated asset management funds in the first, second and third quarters of 2010, respectively.

(b)

Total revenue – GAAP was $(1.507) billion, $3.301 billion, $3.359 billion, $3.342 billion and $3.423 billion, respectively.

(c)

The third quarter of 2010 includes $235 million of total revenue and $185 million of noninterest expense from the Acquisitions.

(d)

See Supplemental information beginning on page 20 for GAAP to Non-GAAP reconciliations.

N/A

– Not applicable.

N/M

– Not meaningful.

Note:

Certain immaterial reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation.

Page - 4

BNY Mellon 3Q10 Quarterly Earnings Review

ASSETS UNDER MANAGEMENT/CUSTODY AND ADMINISTRATION TREND


	2009				2010						3Q10 vs.
	3rd Qtr		4th Qtr		1st Qtr		2nd Qtr		3rd Qtr		3Q09		2Q10
Market value of assets under management at period-end (in billions)	$	966	$	1,115	$	1,105	$	1,047	$	1,141	18	%	9	%

Market value of assets under custody and administration at period-end (in trillions)	$	22.1	$	22.3	$	22.4	$	21.8	$	24.4	10	%	12	%

Market value of securities on loan at period-end (in billions) (a)	$	299	$	247	$	253	$	248	$	279	(7	)%	13	%

(a)

Represents the total amount of securities on loan, both cash and non-cash, managed by the Asset Servicing business.

ASSETS UNDER MANAGEMENT FLOWS


Changes in market value of assets under management from June 30, 2010 to Sept. 30, 2010 by businesses-preliminary
(in billions)	Asset Management			Wealth Management			Total
Market value of assets under management at June 30, 2010	$	976		$	71		$	1,047
Net inflows:
Long-term		11			—			11
Money market		18			—			18
Total net inflows		29			—			29
Net market/currency impact		61			4			65
Market value of assets under management at Sept. 30, 2010	$	1,066	(a)	$	75	(b)	$	1,141

(a)

Excludes $5 billion subadvised for the Wealth Management business.

(b)

Excludes private client assets managed in the Asset Management business.

COMPOSITION OF ASSETS UNDER MANAGEMENT


Composition of assets under management at period end (a)	2009				2010
	3rd Qtr		4th Qtr		1st Qtr		2nd Qtr		3rd Qtr
Equity	34	%	31	%	32	%	30	%	31	%
Money market	39		32		30		30		30
Fixed income	17		21		21		23		22
Alternative investments and overlay	10		16		17		17		17
Total	100	%	100	%	100	%	100	%	100	%

(a)

Excludes securities lending cash management assets.

MARKET INDICES


Market indices	2009		2010			3Q10 vs.
	3rd Qtr	4th Qtr	1st Qtr	2nd Qtr	3rd Qtr	3Q09		2Q10
S&P 500 Index (a)	1057	1115	1169	1031	1141	8	%	11	%
S&P 500 Index-daily average	995	1088	1123	1135	1095	10		(4	)
FTSE 100 Index (a)	5134	5413	5680	4917	5549	8		13
FTSE 100 Index-daily average	4708	5235	5431	5361	5312	13		(1	)
NASDAQ Composite Index (a)	2122	2269	2398	2109	2369	12		12
Lehman Brothers Aggregate Bond^SM Index (a)	304	301	300	299	329	8		10
MSCI EAFE^® Index (a)	1553	1581	1584	1348	1561	1		16
NYSE Share Volume (in billions)	126	112	103	140	104	(17	)	(26	)
NASDAQ Share Volume (in billions)	144	131	143	159	129	(10	)	(19	)

(a)

Period end.

Page - 5

BNY Mellon 3Q10 Quarterly Earnings Review

FEE AND OTHER REVENUE


Fee and other revenue	2009						2010									3Q10 vs.
(dollar amounts in millions)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09		2Q10
Securities servicing fees:
Asset servicing	$	600		$	621		$	608		$	622		$	832		39	%	34	%
Securities lending revenue		43			29			29			46			38		(12	)	(17	)
Issuer services		359			368			333			354			364		1		3
Clearing services		236			223			230			245			252		7		3
Total securities servicing fees		1,238			1,241			1,200			1,267			1,486		20		17
Asset and wealth management fees		664			746			686			686			696		5		1
Foreign exchange and other trading revenue		246			246			262			220			146		(41	)	(34	)
Treasury services		128			134			131			125			132		3		6
Distribution and servicing		73			57			48			51			56		(23	)	10
Financing-related fees		56			57			50			48			49		(13	)	2
Investment and other income		205			81			145			145			97		(53	)	(33	)
Total fee revenue – GAAP	$	2,610		$	2,562		$	2,522		$	2,542		$	2,662		2	%	5	%
Income of consolidated asset management funds, net of noncontrolling interests		—			—			41	(a)		32	(a)		49	(a)	N/M		53
Total fee revenue – Non-GAAP	$	2,610		$	2,562		$	2,563		$	2,574		$	2,711	(b)	4	%	5	%
Net securities gains (losses)		(4,833	)		15			7			13			6		N/M		N/M
Total fee and other revenue – Non-GAAP (b)	$	(2,223	)	$	2,577		$	2,570		$	2,587		$	2,717		N/M		5	%
Fee revenue as a percent of total revenue excluding securities gains (losses)		78	%		78	%		75	%		76	%		78	%

(a)

Includes $25 million, $29 million and $36 million previously included in asset and wealth management fees and $16 million, $3 million and $13 million previously included in investment and other income for the first, second and third quarters of 2010, respectively. See page 9.

(b)

Total fee and other revenue on a GAAP basis was $(2,223) million, $2,577 million, $2,529 million, $2,555 million and $2,668 million, respectively. Total fee revenue from the Acquisitions was $234 million in the third quarter of 2010.

N/M - Not meaningful.

KEY POINTS

•

Asset servicing fees – The year-over-year and sequential growth reflects the Acquisitions, higher market values, new business and asset inflows from existing clients.

•

Securities lending revenue – The year-over-year decrease reflects narrower spreads and lower loan balances while the sequential decrease reflects seasonally lower spreads, partially offset by higher loan balances.

•

Issuer services fees – The increase year-over-year reflects higher Depositary Receipts revenue resulting from higher corporate action fees partially offset by lower Corporate Trust fee revenue resulting from decreased activity in the global debt markets and lower Shareowner Services revenue reflecting lower corporate action fees and lower employee stock option plan fees. The sequential increase resulted from higher Depositary Receipts revenue, partially offset by lower Shareowner Services fee revenue due to seasonality.

•

Clearing services fees – Year-over-year results reflect the impact of the GIS acquisition partially offset by lower transaction volumes and lower money market related distribution fees. The sequential increase reflects the GIS acquisition partially offset by lower transaction volumes.

•

Asset and wealth management fees totaled $696 million in the third quarter of 2010. Adjusted for performance fees and income from consolidated asset management funds, net of noncontrolling interests, these fees totaled $716 million, an increase of 8% compared with the prior year period and 3% (unannualized) sequentially (see page 20). The year-over-year increase reflects improved market values, the Insight acquisition and the impact of net new business. The sequential increase primarily reflects the impact of net new business and higher market values.

•

Foreign exchange and other trading revenue totaled $146 million compared with $246 million in the prior year period and $220 million in the second quarter of 2010. In the third quarter of 2010, foreign exchange revenue totaled $160 million, a decrease of 35% sequentially, driven primarily by seasonality and lower volatility. Other trading revenue was a negative $14 million in the third quarter of 2010, largely driven by a decline in long-term interest rates.

•

Investment and other income decreased $108 million year-over-year and $48 million sequentially. The year-over-year decrease reflects lower lease residual gains and a gain on the sale of VISA shares in the third quarter of 2009. The sequential decrease was primarily driven by lower foreign currency translation revenue.

Page - 6

BNY Mellon 3Q10 Quarterly Earnings Review

NET INTEREST REVENUE


Net interest revenue	2009						2010									3Q10 vs.
(dollar amounts in millions)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09			2Q10
Net interest revenue (non-FTE)	$	716		$	724		$	765		$	722		$	718			—	%		(1	)%
Net interest revenue (FTE)		721			729			770			727			723			—			(1	)
Net interest margin (FTE)		1.85	%		1.77	%		1.89	%		1.74	%		1.67	%		(18	) bps		(7	) bps
Selected average balances:
Cash/interbank investments	$	64,762		$	71,173		$	71,788		$	73,673		$	74,803			16	%		2	%
Trading account securities		1,973			2,090			2,075			2,752			3,194			62			16
Securities		53,889			55,573			55,352			54,030			57,993			8			7
Loans		34,535			35,239			34,214			36,664			36,769			6			—

Interest-earning assets		155,159			164,075			163,429			167,119			172,759			11			3
Interest-bearing deposits		93,632			98,404			101,034			99,963			104,033			11			4
Noninterest-bearing deposits		34,920			34,991			33,330			34,628			33,198			(5	)		(4	)

Selected average yields/rates:
Cash/interbank investments		1.00	%		0.94	%		0.89	%		0.82	%		0.83	%
Trading account securities		2.30			2.53			2.49			2.62			2.57
Securities		3.20			3.36			3.67			3.62			3.41
Loans		2.63			2.38			2.46			2.30			2.23
Interest-earning assets		2.14			2.09			2.18			2.08			2.03
Interest-bearing deposits		0.11			0.12			0.16			0.17			0.19
Average cash/interbank investments as a percentage of average interest-earning assets		42	%		43	%		44	%		44	%		43	%
Average noninterest-bearing deposits as a percentage of average interest-earning assets		23	%		21	%		20	%		21	%		19	%

bps – basis points.

FTE – fully taxable equivalent.

KEY POINTS

•

Net interest revenue totaled $718 million in 3Q10 and was flat compared with 3Q09 as a higher yield on the restructured investment securities portfolio and higher average interest-earning assets were offset by lower spreads. Sequentially, net interest revenue decreased slightly as lower spreads more than offset the impact of higher average interest-earning assets.

•

The net interest margin (FTE) was 1.67% in 3Q10, compared with 1.74% in 2Q10 and 1.85% in 3Q09. The decrease in the net interest margin compared with 2Q10 reflects higher average interest-earning assets in a lower rate environment.

Page - 7

BNY Mellon 3Q10 Quarterly Earnings Review

NONINTEREST EXPENSE


Noninterest expense	2009						2010									3Q10 vs.
(dollar amounts in millions)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09			2Q10
Staff:
Compensation	$	747		$	766		$	753		$	763		$	850			14	%		11	%
Incentives		242			266			284			272			289			19			6
Employee benefits		168			189			183			199			205			22			3
Total staff		1,157			1,221			1,220			1,234			1,344			16			9
Professional, legal and other purchased services		265			278			241			256			282			6			10
Software and equipment		171			178			169			162			187			9			15
Net occupancy		142			141			137			143			150			6			5
Distribution and servicing		97			91			89			90			94			(3	)		4
Business development		45			76			52			68			63			40			(7	)
Sub-custodian		49			55			52			65			60			22			(8	)
Other		232			226			186			201			249			7			24
Subtotal		2,158			2,266			2,146			2,219			2,429	(a)		13			9
Special litigation reserves		N/A			N/A			164			N/A			N/A			N/M			N/M
Amortization of intangible assets		104			107			97			98			111			7			13
Restructuring charges		(5	)		139			7			(15	)		15			N/M			N/M
M&I expenses		54			52			26			14			56			4			N/M
Total noninterest expense	$	2,311		$	2,564		$	2,440		$	2,316		$	2,611			13	%		13	%
Total staff expense as a percentage of total revenue		N/M			37	%		36	%		37	%		39	%
Total staff expense as a percentage of total revenue excluding securities gains (losses)		35	%		37	%		36	%		37	%		39	%

(a)

Noninterest expense from the Acquisitions was $185 million in the third quarter of 2010.

N/A – Not applicable.

N/M – Not meaningful.

KEY POINTS

•

Total noninterest expense (excluding amortization of intangible assets, restructuring charges and M&I expenses) increased 13% year-over-year primarily due the Acquisitions, the Insight acquisition, higher compensation expense, business development, software and litigation expenses.

•

Total noninterest expense (excluding amortization of intangible assets, restructuring charges and M&I expenses) increased 9% (unannualized) sequentially primarily due to the Acquisitions, higher litigation and software expenses.

Page - 8

BNY Mellon 3Q10 Quarterly Earnings Review

OPERATIONS OF CONSOLIDATED ASSET MANAGEMENT FUNDS

On Jan. 1, 2010, we adopted ASC 810 (SFAS No. 167). Adoption of this standard resulted in an increase in consolidated total assets on our balance sheet at Sept. 30, 2010 of $14.5 billion, or approximately 7% from Dec. 31, 2009.

We also separately disclosed the following on the income statement.


Income from consolidated asset management funds, net of noncontrolling interests (in millions)	1Q10		2Q10		3Q10
Operations of consolidated asset management funds	$	65	$	65	$	37
Less: Noncontrolling interest of consolidated asset management funds		24		33		(12	)
Income from consolidated asset management funds, net of noncontrolling interests	$	41	$	32	$	49

These line items were previously disclosed on the income statement as:


(in millions)	1Q10		2Q10		3Q10
Asset and wealth management revenue	$	25	$	29	$	36
Investment and other income		16		3		13
Total	$	41	$	32	$	49

FOREIGN EXCHANGE AND OTHER TRADING REVENUE


Foreign exchange and other trading revenue	2009						2010
(in millions)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr
Foreign exchange	$	191		$	201		$	175		$	246		$	160
Fixed income		76			54			80			(32	)		(7	)
Credit derivatives (a)		(27	)		(11	)		(2	)		4			(6	)
Other		6			2			9			2			(1	)
Total	$	246		$	246		$	262		$	220		$	146

(a)

Used as economic hedges of loans.

Page - 9

BNY Mellon 3Q10 Quarterly Earnings Review

INVESTMENT SECURITIES PORTFOLIO

At Sept. 30, 2010, the fair value of our investment securities portfolio totaled $62 billion. The unrealized pre-tax gain on our total securities portfolio was $643 million at Sept. 30, 2010 compared with $292 million at June 30, 2010 and an unrealized pre-tax loss of $1.4 billion at Sept. 30, 2009.

The following table shows the distribution of our investment securities portfolio.


Investment securities portfolio
	June 30, 2010		3Q10 change in unrealized gain/ (loss)			Sept. 30, 2010					Fair value as a % of amortized cost (a)			Unrealized gain/(loss)			Ratings
(dollar amounts in millions)	Fair value		3Q10 change in unrealized gain/ (loss)			Amortized cost		Fair value			Fair value as a % of amortized cost (a)			Unrealized gain/(loss)			AAA/ AA-			A+/ A-			BBB+/ BBB-			BB+ and lower			Not rated
Watch list: (b)
European floating rate notes (c)	$	4,527	$	18		$	5,315	$	4,898			92	%	$	(417	)		94	%		6	%		—	%		—	%		—	%
Commercial MBS		2,357		49			2,287		2,355			103			68			92			5			2			1			—
Prime RMBS		1,568		29			1,568		1,480			93			(88	)		51			14			7			28			—
Alt-A RMBS		729		24			732		704			74			(28	)		29			6			—			65			—
Subprime RMBS		501		40			742		526			71			(216	)		66			12			7			15			—
Credit cards		543		1			511		514			98			3			2			97			1			—			—
Other		361		7			323		339			51			16			3			1			24			22			50
Total Watch list (b)		10,586		168			11,478		10,816			82			(662	)		75			11			3			10			1
Agency RMBS		19,039		(40	)		19,143		19,662			103			519			100			—			—			—			—
Sovereign debt/sovereign guaranteed		7,126		(6	)		8,778		8,851			101			73			100			—			—			—			—
U.S. Treasury securities		5,948		57			8,658		8,810			102			152			100			—			—			—			—
Grantor Trust (d):
Alt-A RMBS		2,536		108			2,254		2,543			64			289			3			4			4			89			—
Prime RMBS		1,969		30			1,741		1,909			75			168			2			3			1			94			—
Subprime RMBS		148		7			127		155			69			28			14			—			—			86			—
Foreign covered bonds		—		10			3,013		3,023			100			10			97			3			—			—			—
FDIC-insured debt		2,546		(2	)		2,542		2,601			102			59			100			—			—			—			—
U.S. Government agency debt		1,146		(5	)		1,198		1,206			101			8			100			—			—			—			—
Other		2,475		24			2,489		2,488			100			(1	)		65			12			5			1			17
Total investment securities	$	53,519	$	351		$	61,421	$	62,064	(e)		96	%	$	643	(e)		87	%		2	%		1	%		2	%		8	%

(a)

Amortized cost before impairments.

(b)

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

(c)

Includes RMBS, commercial MBS, and other securities.

(d)

The Grantor Trust RMBS were marked to market in the fourth quarter of 2009. We believe these RMBS would receive higher credit ratings if these ratings incorporated, as additional credit enhancement, the difference between the written-down amortized cost and the current face amount of each of these securities.

(e)

Includes a $41 million unrealized loss on derivatives hedging securities available for sale.

Page - 10

BNY Mellon 3Q10 Quarterly Earnings Review

CAPITAL


Capital ratios (a)	Sept. 30, 2009			June 30, 2010			Sept. 30, 2010
Tier 1 capital ratio		11.4	%		13.5	%		12.2	%
Total (Tier 1 plus Tier 2) capital ratio		15.3			17.2			15.7
Leverage capital ratio		6.5			6.6			5.9
Common shareholders’ equity to total assets ratio (b)		13.3			12.9			12.7
Tangible common shareholders’ equity to tangible assets of operations ratio – Non-GAAP (b)		5.2			6.3			5.3
Tier 1 common equity to risk-weighted assets ratio (b)		9.9			11.9			10.7

(a)

Includes discontinued operations. Preliminary.

(b)

See the Supplemental information section beginning on page 20 for a calculation of these ratios.

The sequential decrease in the capital ratios primarily resulted from the Acquisitions, partially offset by the issuance of $677 million (25.9 million shares) of common equity via a forward sale agreement that settled in mid-September 2010 and earnings retention. The Acquisitions, net of the equity raise, reduced the Tier 1 and Tier 1 common ratios by approximately 185 basis points and the tangible common shareholders’ equity ratio by approximately 100 basis points.

NONPERFORMING ASSETS


Nonperforming assets (dollar amounts in millions)	Dec. 31, 2009			June 30, 2010			Sept. 30, 2010
Loans:
Other residential mortgages	$	190		$	229		$	238
Wealth management		58			62			66
Commercial real estate		61			49			39
Commercial		65			40			35
Financial institutions		172			20			16
Total nonperforming loans		546			400			394
Other assets owned		4			6			7
Total nonperforming assets	$	550		$	406	(a)	$	401	(a)
Nonperforming loans ratio		1.5	%		1.1	%		1.0	%
Allowance for loan losses/nonperforming loans		92.1			135.5			135.5
Total allowance for credit losses/nonperforming loans		115.0			161.3			154.3

(a)

The adoption of ASC 810 resulted in BNY Mellon consolidating loans of consolidated asset management funds of $12.1 billion at June 30, 2010 and $13.4 billion at Sept. 30, 2010. These loans are not part of BNY Mellon’s loan portfolio. Included in these loans are $131 million and $231 million of nonperforming loans, respectively. These loans are recorded at fair value and therefore do not impact the provision for credit losses and allowance for loan losses, and accordingly are excluded from the nonperforming assets table above.

Page - 11

BNY Mellon 3Q10 Quarterly Earnings Review

ALLOWANCE FOR CREDIT LOSSES, PROVISION AND NET CHARGE-OFFS


Allowance for credit losses, provision and net charge-offs	Quarter ended
(in millions)	Sept. 30, 2009			June 30, 2010			Sept. 30, 2010
Allowance for credit losses – beginning of period	$	526		$	638		$	645
Provision for credit losses		147			20			(22	)
Net (charge-offs) recoveries:
Other residential mortgages		(15	)		(10	)		(11	)
Financial institutions		(18	)		(1	)		—
Commercial		(44	)		—			(4	)
Commercial real estate		—			(1	)		—
Wealth Management		—			(1	)		—
Total net (charge-offs) recoveries		(77	)		(13	)		(15	)
Allowance for credit losses – end of period	$	596		$	645		$	608
Allowance for loan losses	$	456		$	542		$	534
Allowance for unfunded commitments		140			103			74

The provision for credit losses was a credit of $22 million in the third quarter of 2010 compared with a charge of $20 million in the second quarter of 2010 and a charge of $147 million in the third quarter of 2009. The decrease in the provision year-over-year and sequentially reflects a decline of 26% in criticized assets during the third quarter of 2010. During the third quarter of 2010, the total allowance for credit losses decreased $37 million and net charge-offs totaled $15 million.

DISCONTINUED OPERATIONS

On Jan. 15, 2010, BNY Mellon sold Mellon United National Bank (“MUNB”), its national bank subsidiary located in Florida. We have applied discontinued operations accounting to this business. The income statements for all periods in this Earnings Review are presented on a continuing operations basis. In the third quarter of 2010, we recorded an after-tax loss on discontinued operations of $3 million primarily reflecting lower of cost or market write-downs on the retained loans held for sale.

REVIEW OF BUSINESSES

See BNY Mellon’s 2009 Annual Report for information on the accounting principles of our businesses. In addition, client deposits serve as the primary funding source for our investment securities portfolio and we typically allocate all interest revenue to the businesses generating the deposits. Accordingly, the higher yield related to the restructured investment securities portfolio has been included in the results of our businesses.

Page - 12

BNY Mellon 3Q10 Quarterly Earnings Review

ASSET MANAGEMENT (provides asset management services through a number of asset management companies to institutional and individual investors)


(dollar amounts in millions, unless otherwise noted)	2009						2010									3Q10 vs.
(dollar amounts in millions, unless otherwise noted)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09			2Q10
Revenue:
Asset and wealth management:
Mutual funds	$	283		$	272		$	246		$	254		$	270			(5	)%		6	%
Institutional clients		202			231			268			262			264			31			1
Private clients		34			38			38			37			38			12			3
Performance fees		1			59			13			19			16			N/M			N/M
Total asset and wealth management revenue		520			600			565			572			588			13			3
Distribution and servicing		63			56			47			49			52			(17	)		6
Other		2			6			17			—			25			N/M			N/M
Total fee and other revenue (a)		585			662			629			621			665			14			7
Net interest revenue		7			3			—			1			(1	)		N/M			N/M
Total revenue		592			665			629			622			664			12			7
Noninterest expense (ex. intangible amortization and support agreement charges)		408			447			433			458			470			15			3
Income before taxes (ex. intangible amortization and support agreement charges)		184			218			196			164			194			5			18
Support agreement charges		32			—			—			(7	)		26			N/M			N/M
Amortization of intangible assets		53			56			50			50			50			(6	)		—
Income before taxes	$	99		$	162		$	146		$	121		$	118			19	%		(2	)%
Pre-tax operating margin		17	%		24	%		23	%		19	%		18	%
Pre-tax operating margin (ex. intangible amortization) (b)		26	%		33	%		31	%		27	%		25	%
Market value of assets under management at period-end (in billions)	$	897		$	1,045		$	1,034		$	980		$	1,071			19	%		9	%
Assets under management-net inflows (outflows):
Long-term (in billions)	$	(2	)	$	13		$	15		$	13		$	11
Money market (in billions)	$	(14	)	$	(22	)	$	(25	)	$	(17	)	$	18

(a)

See Operations of consolidated asset management funds on page 9 for the impact of noncontrolling interests on the income statement.

(b)

The pre-tax operating margin, excluding intangible amortization and support agreement charges was 31% for 3Q09, 33% for 4Q09, 31% for 1Q10, 26% for 2Q10 and 29% for 3Q10.

N/M – Not meaningful.

KEY POINTS

•

Total revenue was up 7% (unannualized) sequentially and 12% year-over-year. The year-over-year increase reflects the impact of the Insight acquisition, improved market values and net new business. The sequential increase reflects the impact of net new business, higher market values and higher seed capital gains.

•

Net long-term inflows were $11 billion and short-term inflows were $18 billion in 3Q10. Long-term inflows benefited from strength in institutional fixed income and global equity products and the sixth consecutive quarter of positive flows in retail funds. Approximately 75% of long-term net inflows in the third quarter of 2010 occurred in September.

•

Noninterest expense (ex. intangible amortization and support agreement charges) increased 15% year-over-year and 3% (unannualized) sequentially. The year-over-year increase primarily reflects the impact of the Insight acquisition and higher incentive expense. The sequential increase primarily resulted from higher incentive expense.

•

51% non-U.S. revenue in 3Q10 vs. 42% in 3Q09.

Page - 13

BNY Mellon 3Q10 Quarterly Earnings Review

WEALTH MANAGEMENT (provides investment management, wealth and estate planning and private banking solutions to high net worth individuals, families, endowments and foundations and related entities)


(dollar amounts in millions, unless otherwise noted)	2009						2010									3Q10 vs.
(dollar amounts in millions, unless otherwise noted)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09		2Q10
Revenue:
Asset and wealth management	$	133		$	136		$	136		$	134		$	133		—	%	(1	)%
Other		13			15			10			13			11		(15	)	(15	)
Total fee and other revenue		146			151			146			147			144		(1	)	(2	)
Net interest revenue		49			46			55			56			58		18		4
Total revenue		195			197			201			203			202		4		—
Provision for credit losses		—			1			—			—			—		—		—
Noninterest expense (ex. intangible amortization)		135			138			136			145			140		4		(3	)
Income before taxes (ex. intangible amortization)		60			58			65			58			62		3		7
Amortization of intangible assets		12			11			9			9			9		(25	)	—
Income before taxes	$	48		$	47		$	56		$	49		$	53		10	%	8	%

Pre-tax operating margin		25	%		24	%		28	%		24	%		26	%
Pre-tax operating margin (ex. intangible amortization)		31	%		29	%		32	%		28	%		31	%

Average loans	$	6,010		$	6,191		$	6,302		$	6,350		$	6,503		8	%	2	%
Average deposits	$	6,602		$	6,804		$	7,310		$	7,991		$	8,416		27	%	5	%

Market value of total client assets under management and custody at period end (in billions)	$	151		$	154		$	157		$	150		$	161		7	%	7	%

N/M

– Not meaningful.

KEY POINTS

•

Wealth Management generated 300 basis points of positive operating leverage sequentially, excluding intangible amortization. Income before taxes (excluding intangible amortization) increased 3% compared to 3Q09 and 7% (unannualized) compared to 2Q10.

•

Total fee and other revenue decreased 1% compared with 3Q09 and 2% (unannualized) sequentially. Both decreases primarily reflect lower capital markets fees.

•

Total client assets were $161 billion at Sept. 30, 2010, up 7%, year-over year and sequentially, primarily reflecting market appreciation, the I(3) Wealth Advisors acquisition and new business.

•

Net interest revenue increased 18% year-over-year and 4% (unannualized) sequentially. The year-over-year increase was primarily due to high quality loan growth, higher deposit levels and the higher yield related to the restructured investment securities portfolio. The sequential increase reflects higher deposit levels and higher deposit margins. Average loans increased 8% year-over-year and 2% (unannualized) sequentially. Average deposit levels increased 27% year-over-year and 5% (unannualized) sequentially.

•

Noninterest expense (excluding intangible amortization) increased 4% compared to 3Q09 and decreased 3% (unannualized) sequentially. The year-over-year increase primarily reflects the impact of the annual merit increase given in 2Q10, production-related incentives, investment in advertising and increased FDIC expenses, partially offset by workforce reductions and expense control. The sequential decrease reflects overall expense control.

•

Completed acquisition of I(3) Wealth Advisors of Toronto in 3Q10.

•

Wealth Management has office sites in 17 states and 4 countries, including 16 of the top 25 domestic wealth markets.

Page - 14

BNY Mellon 3Q10 Quarterly Earnings Review

ASSET SERVICING (provides global custody and related services and broker-dealer services to corporate and public retirement funds, foundations and endowments and global financial institutions)


(dollar amounts in millions,	2009						2010									3Q10 vs.
unless otherwise noted)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09		2Q10
Revenue:
Securities servicing fees – Asset servicing revenue	$	573		$	581		$	569		$	586		$	786		37	%	34	%
Securities lending revenue		32			25			24			30			26		(19	)	(13	)
Foreign exchange and other trading revenue		190			177			170			207			135		(29	)	(35	)
Other		50			33			35			83			42		(16	)	(49	)
Total fee and other revenue		845			816			798			906			989		17		9
Net interest revenue		229			205			210			216			215		(6	)	—
Total revenue		1,074			1,021			1,008			1,122			1,204		12		7
Noninterest expense (ex. intangible amortization and support agreement charges)		748			788			740			765			895		20		17
Income before taxes (ex. intangible amortization and support agreement charges)		326			233			268			357			309		(5	)	(13	)
Support agreement charges		(19	)		(5	)		(23	)		16			(11	)	N/M		N/M
Amortization of intangible assets		6			6			6			5			18		N/M		N/M
Income before taxes	$	339		$	232		$	285		$	336		$	302		(11	)%	(10	)%

Pre-tax operating margin		32	%		23	%		28	%		30	%		25	%
Pre-tax operating margin (ex. intangible amortization)		32	%		23	%		29	%		30	%		27	%

Market value of securities on loan at period end (in billions) (a)	$	299		$	247		$	253		$	248		$	279		(7	)%	13	%

Average deposits	$	52,271		$	51,755		$	52,183		$	55,343		$	57,849		11	%	5	%

(a)

Represents the total amount of securities on loan, both cash and non-cash, managed by the Asset Servicing businesses.

N/M – Not meaningful.

KEY POINTS

•

Securities servicing fees increased 37% compared with 3Q09 and 34% (unannualized) sequentially. Both increases primarily reflect the impact of the Acquisitions, higher market values, new business and asset inflows from existing clients.

•

Securities lending fees decreased $6 million compared with 3Q09 and $4 million sequentially. The year-over-year decrease reflects narrower spreads and lower loan balances while the sequential decrease reflects seasonally lower spreads, partially offset by higher loan balances. Spreads decreased 25% compared with 3Q09 and 26% sequentially. Volumes decreased 1% compared with 3Q09 and increased 9% (unannualized) sequentially.

•

Foreign exchange and other trading revenue decreased 29% compared with 3Q09 and 35% (unannualized) sequentially. The year-over-year decrease reflects lower volatility. The sequential decrease primarily resulted from lower volatility and seasonally lower volumes.

•

Other revenue decreased year-over-year and sequentially. The sequential decline resulted from lower foreign currency translation gains.

•

Net interest revenue decreased 6% year-over-year and was unchanged sequentially. The decrease compared with 3Q09 resulted from lower spreads on deposits, partially offset by the higher deposit balances and the higher yield related to the restructured investment securities portfolio.

•

Noninterest expense (excluding intangible amortization and support agreement charges) increased $147 million compared with 3Q09 and $130 million sequentially. Both increases primarily reflect the impact of the Acquisitions. Excluding the impact of the Acquisitions, expenses decreased year-over-year and sequentially as a result of overall expense control.

•

3Q10 new business wins totaled $480 billion (win rate of 68%).

•

37% non-U.S. revenue in 3Q10 vs. 39% in 3Q09.

Page - 15

BNY Mellon 3Q10 Quarterly Earnings Review

ISSUER SERVICES (provides corporate trust, depositary receipt and shareowner services to corporations and institutions)


(dollar amounts in millions)	2009						2010									3Q10 vs.
(dollar amounts in millions)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09			2Q10
Revenue:
Securities servicing fees - issuer services	$	359		$	367		$	333		$	353		$	364			1	%		3	%
Other		30			43			25			27			35			17			30
Total fee and other revenue		389			410			358			380			399			3			5
Net interest revenue		180			203			252			216			204			13			(6	)
Total revenue		569			613			610			596			603			6			1
Noninterest expense (ex. intangible amortization)		304			318			304			318			304			—			(4	)
Income before taxes (ex. intangible amortization)		265			295			306			278			299			13			8
Amortization of intangible assets		20			20			20			21			21			5			—
Income before taxes	$	245		$	275		$	286		$	257		$	278			13	%		8	%

Pre-tax operating margin		43	%		45	%		47	%		43	%		46	%
Pre-tax operating margin (ex. intangible amortization)		47	%		48	%		50	%		47	%		50	%

Number of depositary receipt programs		1,322			1,330			1,336			1,345			1,353			2	%		1	%
Average deposits	$	43,183		$	47,320		$	48,470		$	44,560		$	44,085			2	%		(1	)%

KEY POINTS

•

Issuer Services generated 600 basis points of positive operating leverage compared with 3Q09 and 500 basis points sequentially, excluding intangible amortization.

•

Total revenue increased 6% compared to 3Q09 and 1% (unannualized) sequentially:

•

Corporate Trust – Total revenue increased year-over-year and was flat sequentially. The year-over-year increase reflects higher net interest revenue driven by the higher yield related to the restructured investment securities portfolio partially offset by the weakness in the global debt issuance markets.

•

Depositary Receipts – Total revenue increased year-over-year and sequentially primarily due to higher corporate action fees and new business. Depositary Receipt issuances have exceeded cancellations for six consecutive quarters.

•

Shareowner Services – Total revenue decreased year-over-year and sequentially. The year-over-year decline reflects lower corporate action fees, lower employee stock option plan fees and lower net interest revenue. The sequential decline primarily reflects seasonality, as well as the same factors impacting the year-over-year decline.

•

Noninterest expense (excluding intangible amortization) was flat year-over-year and decreased 4% sequentially reflecting ongoing expense management efforts. The sequential decrease also resulted from lower legal expense.

•

46% non-U.S. revenue in 3Q10 vs. 39% in 3Q09.

Page - 16

BNY Mellon 3Q10 Quarterly Earnings Review

CLEARING SERVICES (provides clearing, financing and custody services for broker-dealers and registered investment advisors)


(dollar amounts in millions, unless otherwise noted)	2009						2010									3Q10 vs.
(dollar amounts in millions, unless otherwise noted)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09			2Q10
Revenue:
Securities servicing fees – clearing services	$	232		$	219		$	227		$	240		$	251			8	%		5	%
Other		59			45			44			36			42			(29	)		17
Total fee and other revenue		291			264			271			276			293			1			6
Net interest revenue		81			90			95			93			90			11			(3	)
Total revenue		372			354			366			369			383			3			4
Noninterest expense (ex. intangible amortization)		245			241			255			270			279			14			3
Income before taxes (ex. intangible amortization)		127			113			111			99			104			(18	)		5
Amortization of intangible assets		6			7			6			7			8			33			14
Income before taxes	$	121		$	106		$	105		$	92		$	96			(21	)%		4	%

Pre-tax operating margin		33	%		30	%		29	%		25	%		25	%
Pre-tax operating margin (ex. intangible amortization)		34	%		32	%		30	%		27	%		27	%

Average active accounts (in thousands)		4,771			4,758			4,811			4,896			4,929			3	%		1	%
Average margin loans	$	4,322		$	4,651		$	5,229		$	5,775		$	6,261			45	%		8	%
Average payables to customers and broker-dealers	$	5,845		$	6,476		$	6,495		$	6,593		$	6,888			18	%		4	%

KEY POINTS

•

Total fee and other revenue increased 1% compared to 3Q09 and 6% (unannualized) sequentially primarily as a result of the GIS acquisition. Excluding the GIS acquisition, total fee and other revenue decreased both year-over-year and sequentially. The year-over-year decrease resulted from lower transaction volumes and lower money market related distribution fees, while the sequential decrease was primarily due to lower transaction volumes.

•

Net interest revenue increased 11% compared with 3Q09 and decreased 3% (unannualized) sequentially. The year-over-year increase was driven by the higher yield related to the restructured investment securities portfolio.

•

Noninterest expense (excluding intangible amortization) increased 14% compared to 3Q09 and 3% (unannualized) sequentially. Both increases were primarily due to the GIS acquisition. The year-over-year increase also reflects higher expenses in support of future client conversions. Excluding the impact of the GIS acquisition, noninterest expense decreased sequentially as a result of lower clearing expense driven by lower volumes.

Page - 17

BNY Mellon 3Q10 Quarterly Earnings Review

TREASURY SERVICES (provides treasury services, global payment services, working capital solutions, capital markets business and large corporate banking)


	2009						2010									3Q10 vs.
(dollar amounts in millions)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr			3Q09			2Q10
Revenue:
Treasury services	$	124		$	130		$	127		$	121		$	127			2	%		5	%
Other		82			92			98			75			87			6			16
Total fee and other revenue		206			222			225			196			214			4			9
Net interest revenue		149			148			176			161			148			(1	)		(8	)
Total revenue		355			370			401			357			362			2			1
Noninterest expense (ex. intangible amortization)		180			187			182			188			188			4			—
Income before taxes (ex. intangible amortization)		175			183			219			169			174			(1	)		3
Amortization of intangible assets		6			6			6			5			6			—			20
Income before taxes	$	169		$	177		$	213		$	164		$	168			(1	)%		2	%

Pre-tax operating margin		48	%		48	%		53	%		46	%		47	%
Pre-tax operating margin (ex. intangible amortization)		50	%		50	%		55	%		47	%		48	%

Average loans	$	11,648		$	10,982		$	10,436		$	10,290		$	9,885			(15	)%		(4	)%
Average deposits	$	19,989		$	22,138		$	22,257		$	22,209		$	21,912			10	%		(1	)%

KEY POINTS

•

Total fee and other revenue increased 4% year-over-year and 9% (unannualized) sequentially. Both increases reflect the impact of the GIS acquisition, as well as higher global payment services revenue.

•

Net interest revenue was flat year-over-year and decreased 8% (unannualized) sequentially. Year-over-year, the increase resulting from the higher yield related to the restructured investment securities portfolio was offset by lower average loan balances reflecting our credit strategy to reduce targeted risk exposure. The sequential decrease reflects a lower level of loans and deposits as well as lower spreads.

•

Noninterest expense (excluding intangible amortization) increased 4% compared with 3Q09 and was unchanged sequentially. The year-over-year increase reflects the impact of the GIS acquisition and higher litigation expense. On a sequential basis, the impact of the GIS acquisition was offset by ongoing expense management efforts.

Page - 18

BNY Mellon 3Q10 Quarterly Earnings Review

OTHER (primarily includes the leasing portfolio, corporate treasury activities, business exits, M&I expenses and other corporate revenue and expense items)


	2009						2010
(dollar amounts in millions)	3rd Qtr			4th Qtr			1st Qtr			2nd Qtr			3rd Qtr
Revenue:
Fee and other revenue	$	(4,685	)	$	52		$	143		$	61		$	13
Net interest revenue (expense)		21			29			(23	)		(21	)		4
Total revenue		(4,664	)		81			120			40			17
Provision for credit losses		147			64			35			20			(22	)
Noninterest expense (ex. Special litigation reserves, intangible amortization, M&I expenses and restructuring charges)		125			152			119			66			138
Income (loss) before taxes (ex. Special litigation reserves, intangible amortization, M&I expenses and restructuring charges)		(4,936	)		(135	)		(34	)		(46	)		(99	)
Special litigation reserves		N/A			N/A			164			N/A			N/A
Amortization of intangible assets		1			1			—			1			(1	)
M&I expenses		54			52			26			14			56
Restructuring charges		(5	)		139			7			(15	)		15
Income (loss) before taxes	$	(4,986	)	$	(327	)	$	(231	)	$	(46	)	$	(169	)

N/A – Not applicable.

KEY POINTS

•

Total fee and other revenue increased $4.7 billion compared to 3Q09 and decreased $48 million compared to 2Q10. The year-over-year increase primarily reflects the charge related to the restructuring of the investment securities portfolio recorded in the third quarter of 2009. The sequential decrease primarily reflects lower foreign currency translation gains, lower leasing gains and lower securities gains.

•

Noninterest expense (excluding intangible amortization, M&I expenses and restructuring charges) increased $13 million compared to 3Q09 and $72 million sequentially. The sequential increase reflects higher litigation expense and government assessments.

Page - 19

BNY Mellon 3Q10 Quarterly Earnings Review

SUPPLEMENTAL INFORMATION – EXPLANATION OF NON-GAAP FINANCIAL MEASURES


Reconciliation of net income (loss) and EPS – GAAP to Non-GAAP	3Q09						3Q10
(in millions, except per common share amounts)	Net income			EPS (a)			Net income			EPS (a)
Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation – GAAP – Diluted EPS basis (a)	$	(2,458	)	$	(2.05	)	$	622		$	0.51
Discontinued operations income (loss)		(19	)		(0.02	)		(3	)		—
Continuing operations – GAAP		(2,439	)		(2.04	)(b)		625			0.51
Less: Net securities gains (losses)		(3,047	)		(2.54	)		N/M			N/M
Add: Restructuring charges		N/M			N/M			8			0.01
M&I expenses		34			0.03			37			0.03
Net income from continuing operations applicable to common shareholders excluding net securities gains (losses), restructuring charges and M&I expenses – Non-GAAP		642			0.54	(b)		670			0.55
Add: Intangible amortization		65			0.05			70			0.06
Net income from continuing operations applicable to common shareholders excluding net securities gains (losses), restructuring charges, M&I expenses and intangible amortization – Non-GAAP	$	707		$	0.59		$	740		$	0.61

(a)

Diluted earnings per share under the two-class method was calculated after deducting earnings allocated to participating securities of $- million in the third quarter of 2009 and $5 million in the third quarter of 2010.

(b)

Does not foot due to rounding.

N/M

– Not meaningful.


Asset servicing revenue (in millions)					3Q09		2Q10			3Q10
Asset servicing revenue					$	643	$	668		$	870
Less: Securities lending fee revenue						43		46			38
Asset servicing revenue excluding securities lending fee revenue					$	600	$	622		$	832


Asset and wealth management fee revenue							3Q10 vs.
(dollars in millions)	3Q09		2Q10		3Q10		3Q09			2Q10
Asset and wealth management fee revenue	$	664	$	686	$	696		5	%		1	%
Less: Performance fees		1		19		16
Add: Revenue from consolidated asset management funds, net of noncontrolling interests		—		29		36
Asset and wealth management fee revenue excluding performance fees	$	663	$	696	$	716		8	%		3	%

Page - 20

BNY Mellon 3Q10 Quarterly Earnings Review


Reconciliation of income (loss) from continuing operations before income taxes – pre-tax operating margin
(dollars in millions)	3Q09			4Q09			1Q10			2Q10			3Q10
Income (loss) from continuing operations before income taxes – GAAP	$	(3,965	)	$	672		$	884		$	1,006		$	834
Less: Net securities gains (losses)		(4,833	)		15			7			13			6
Noncontrolling interests of consolidated asset management funds		—			—			24			33			(12	)
Add: Special litigation reserves		N/A			N/A			164			N/A			N/A
Asset-based taxes		20			—			—			—			—
Restructuring charges		(5	)		139			7			(15	)		15
M&I expenses		54			52			26			14			56
Intangible amortization		104			107			97			98			111
Income (loss) from continuing operations before income taxes excluding net securities gains (losses), noncontrolling interests of consolidated asset management funds, special litigation reserves, asset-based taxes, restructuring charges, M&I expenses and intangible amortization – Non-GAAP	$	1,041		$	955		$	1,147		$	1,057		$	1,022
Fee and other revenue (loss) – GAAP	$	(2,223	)	$	2,577		$	2,529		$	2,555		$	2,668
Income of consolidated asset management funds – GAAP		—			—			65			65			37
Net interest revenue – GAAP		716			724			765			722			718
Total revenue (loss) – GAAP		(1,507	)		3,301			3,359			3,342			3,423
Less: Net securities gains (losses)		(4,833	)		15			7			13			6
Noncontrolling interests of consolidated asset management funds		—			—			24			33			(12	)
Total revenue excluding net securities gains (losses) and noncontrolling interests of consolidated asset management funds – Non-GAAP	$	3,326		$	3,286		$	3,328		$	3,296		$	3,429
Pre-tax operating margin (a)		N/M			20	%		26	%		30	%		24	%
Pre-tax operating margin excluding net securities gains (losses), noncontrolling interests of consolidated asset management funds, special litigation reserves, asset-based taxes, restructuring charges, M&I expenses and intangible amortization – Non-GAAP (a)		31	%		29	%		34	%		32	%		30	%

(a)

Income (loss) before taxes divided by total revenue.

N/A

– Not applicable.

N/M

– Not meaningful.

Page - 21

BNY Mellon 3Q10 Quarterly Earnings Review


Return on common equity and tangible common equity – continuing operations (dollars in millions)	3Q09			4Q09			1Q10			2Q10			3Q10
Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation – GAAP	$	(2,458	)	$	593		$	559		$	658		$	622
Less: Loss from discontinued operations, net of tax		(19	)		(119	)		(42	)		(10	)		(3	)
Net income (loss) from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation		(2,439	)		712			601			668			625
Add: Intangible amortization		65			66			62			60			70
Net income (loss) from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation excluding intangible amortization – Non-GAAP		(2,374	)		778			663			728			695
Less: Net securities gains (losses)		(3,047	)		31			5			8			4
Add: Special litigation reserves		N/A			N/A			98			N/A			N/A
Restructuring charges		(3	)		86			5			(9	)		8
M&I expenses		34			33			16			9			37
Benefit of tax settlements		—			(133	)		—			—			—
Net income from continuing operations excluding net securities gains (losses), special litigation reserves, restructuring charges, M&I expenses, benefit of tax settlements and intangible amortization – Non-GAAP	$	704		$	733		$	777		$	720		$	736

Average common shareholders’ equity	$	28,144		$	28,843		$	29,715		$	30,434		$	31,834
Less: Average goodwill		16,048			16,291			16,143			16,073			17,798
Average intangible assets		5,608			5,587			5,513			5,421			5,956
Add: Deferred tax liability – tax deductible goodwill		666			720			720			746			763
Deferred tax liability – non-tax deductible intangible assets		1,717			1,680			1,660			1,649			1,634
Average tangible common shareholders’ equity – Non-GAAP	$	8,871		$	9,365		$	10,439		$	11,335		$	10,477

Return on common equity – GAAP (a)		N/M			9.8	%		8.2	%		8.8	%		7.8	%
Return on common equity excluding net securities gains (losses), special litigation reserves, restructuring charges, M&I expenses, benefit of tax settlements and intangible amortization – Non-GAAP (a)		9.9	%		10.1	%		10.6	%		9.5	%		9.2	%

Return on tangible common equity – Non-GAAP (a)		N/M			33.0	%		25.8	%		25.8	%		26.3	%
Return on tangible common equity excluding net securities gains (losses), special litigation reserves, restructuring charges, M&I expenses and benefit of tax settlements – Non-GAAP (a)		31.5	%		31.1	%		30.2	%		25.5	%		27.9	%

(a)

Annualized

N/A – Not applicable.

N/M – Not meaningful.

Page - 22

BNY Mellon 3Q10 Quarterly Earnings Review


Equity to assets and book value per common share (dollars in millions, unless otherwise noted)	Sept. 30, 2009			June 30, 2010			Sept. 30, 2010
Common shareholders’ equity at period end – GAAP	$	28,295		$	30,396		$	32,153
Less: Goodwill		16,022			16,106			18,073
Intangible assets		5,574			5,354			5,818
Add: Deferred tax liability – tax deductible goodwill		666			746			763
Deferred tax liability – non-tax deductible intangible assets		1,717			1,649			1,634
Tangible common shareholders’ equity at period end – Non-GAAP	$	9,082		$	11,331		$	10,659

Total assets at period end – GAAP	$	212,007		$	235,693		$	254,157
Less: Assets of consolidated asset management funds		—			13,260			14,605
Subtotal assets of operations – Non-GAAP		212,007			222,433			239,552
Less: Goodwill		16,022			16,106			18,073
Intangible assets		5,574			5,354			5,818
Cash on deposit with the Federal Reserve and other central banks (a)		15,003			21,548			15,750
Tangible assets of operations at period end – Non-GAAP	$	175,408		$	179,425		$	199,911

Common shareholders’ equity to total assets – GAAP		13.3	%		12.9	%		12.7	%
Tangible common shareholders’ equity to tangible assets of operations – Non-GAAP		5.2	%		6.3	%		5.3	%

Period end common shares outstanding (in thousands)		1,204,244			1,214,042			1,240,454

Book value per common share	$	23.50		$	25.04		$	25.92
Tangible book value per common share – Non-GAAP	$	7.54		$	9.33		$	8.59
(a) Assigned a zero percent risk weighting by the regulators.
Calculation of the Tier 1 common equity to risk-weighted assets ratio (a) (dollars in millions)	Sept. 30, 2009			June 30, 2010			Sept. 30, 2010
Total Tier 1 capital	$	12,543		$	13,857		$	13,026
Less: Trust preferred securities		1,682			1,663			1,680
Total Tier 1 common equity	$	10,861		$	12,194		$	11,346

Total risk-weighted assets	$	110,135		$	102,807		$	106,460

Tier 1 common equity to risk-weighted assets ratio		9.9	%		11.9	%		10.7	%

(a) On a regulatory basis.

Cautionary Statement

A number of statements (i) in this Quarterly Earnings Review, (ii) in our presentations and (iii) in the responses to questions on our conference call discussing our quarterly results and other public events may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be expressed in a variety of ways, including the use of future or present tense language. These statements and other forward-looking statements contained in other public disclosures of The Bank of New York Mellon Corporation which make reference to the cautionary factors described in this earnings review, are based upon current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond BNY Mellon’s control). Actual results may differ materially from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties set forth in BNY Mellon’s Annual Report on Form 10-K for the year ended Dec. 31, 2009, BNY Mellon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and BNY Mellon’s other filings with the Securities and Exchange Commission. All forward-looking statements in this Earnings Review speak only as of Oct. 19, 2010 and BNY Mellon undertakes no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events.

Page - 23

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