EFTA00597104.pdf

Subject to Completion, Dated July 25, 2016 co= PROSPECTUS SUPPLEMENT (To Prospectus Dated February 9, 2016) E S se co BNY MELLON The Bank of New York Mellon Corporation co CU E Depositary Shares • E Each representing a 1/100th Interest in a Share of o. = a, Series F Noncumulative Perpetual Preferred Stock N ••-• = Each of the depositary shams offered hereby (the "depositary shares") represents a 1/100th ownership interest in a share of yr' cp Series F Noncumulative Perpetual Preferred Stack. with a liquidation preference of 5100.000 per sham (the "Series F Preferred Stock"). V) CO of The Bank of New York Mellon Corporation, deposited with ComputershareInc. Computershare and Computershare Trust Company. M.. as joint 0 co depositary. The depositary shares are evidenced by depositary receipts. As a holder of the depositary shares, you are entitled to all o proportional rights and preferences of the Series P Preferred Stock (including dividend, voting. redemption and liquidation rights). You ts must exercise such rights through the depositary. to 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 Ew committee of the board) and to the extent that we have legally available funds to pay dividends. Dividends will accrue on the liquidation - .c amount of 5100000 per sham of the Series F Preferred Stock at a rate per annum equal to (i) % from the original issue date of the b... °" CO Series F Preferred Stack to but excluding September 20.2026: and (ii) a floating rate equal to Three-month LIBOR (as defined 0 . co t elsewhere in this prospectus supplement) plus % from and including September 20. 2026. Fixed rate dividends will be payable in Z 3 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. cco v3 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 20'26 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 .1= o prospectus supplement). in each case, at a cash redemption price of 5100.000 per sham (equivalent to 51.000 per depositary share), plus c any declared and unpaid dividends, without regard to any undeclared dividends, to but excluding the redemption date. If we redeem the Ey Series F Preferred Stock. the depositary will redeem a proportionate number of depositary shares. The Series F Preferred Stock will not = CD have any voting rights except as described elsewhere in this prospectus supplement. tO •C Neither the Series F Preferred Stock nor the depositary shares will be savings accounts, deposits or other obligations of any of our co ca bank or non-bank subsidiaries and will not be insured or guaranteed by the Federal Deposit Insurance Corporation or any other co CD governmental agency or instrumentality. E 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 'S a. shares. == fa ace — o Neither the Securities and Exchange Commission nor any slate securities commission has approved or disapproved of these ..... ... = di .- 0) securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any Et representation to the contrary is a criminal offense. so = a 7, Per Depositary Share Total o. c at V) 0) CD Public offering price (I) S S to pi Underwriting discounts and commissions S S 0 co Proceeds. before offering expenses. to us (I) S S CO = 0 . V) o (i) The public offering price does not include accrued dividends, if any. that may be declared. Dividends. if declared. will accrue from 0= .- as. the original issue date, which is expected to be August . 2016. t = o We may from time to time elect to issue additional depositary shares representing shares of the Series F Preferred Stock. and all co such additional shares would be deemed to form a single series with the depositary shares offered by this prospectus supplement. m Neither shares of the Series F Preferred Stock nor the depositary shams will be listed on any securities exchange or automated ..E 0 quotation system. TD •":_ 'ca.—0 The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Deposito Trust vs o Company for the accounts of its participants. including Clearstream Banking. sociai ananyme. and Eurocicar Bank S.A . as E = operator of the Euroclear System. against payment in New York. New York on or about August . 2016. •- co — c ••-• o Our affiliates, including BNY Mellon Capital Markets. LLC. may use this prospectus supplement and the accompanying prospectus c = in connection with offers and sales of our depositary shares in the secondary market. These affiliates may act as principal or agent in o 0 those transactions. Secondary market sales will be made at prices related to market prices at the time of sale. = co .- y E2 o t; Joint Book-Rwll ing Managers .11 BofA Merrill Lynch Citigroup Morgan Stanley UBS Investment Bank BNY Mellon Capital Markets, LLC CO o = s 0. Prospectus Supplement dated July , 2016 EFTA00597104  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-I 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 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 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 EFTA00597105  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 ofNew 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. Washington, . 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 II, 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 EFTA00597106  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: Telephone: (212) 635.1787 S-iii EFTA00597107  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 fonvard-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 S-iv EFTA00597108 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 ow 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, underperfonnance 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 ow 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 fonvard-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 IA 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 fonvard-looking statements. S-v EFTA00597109  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 shouldpay 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 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: depositary shares, each representing a 1/100th 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 EFTA00597110  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) % 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 96, 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." 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 EFTA00597111  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 dividend+. 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 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 EFTA00597112  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 S-4 EFTA00597113  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, with a proportionate reduction in common stock repurchases if less than $750 million of depositary shares is issued, and to use any remaining net proceeds for general corporate purposes. See "Use of Proceeds." Depositary: Computershare Inc. and Computershare Trust Company, •. Transfer Agent & Registrar: Computershare Trust Company, M. 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 EFTA00597114  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 ofour depositary shares could decline due to any of these risks, and you may lose all or part of your investment. This prospectus supplement also containsforward-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 onesfacing us. Additional risks and uncertainties not presently brown 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 ofall 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 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 I, 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 cEr I 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 (rfLAC") for U.S.-GSIBs. The proposal included a 5-6 EFTA00597115 buffer to the minimum TLAC requirement, which must consist only of CETI. 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