The Bank of New York Mellon Annual Report 2011

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FY2011 Annual Report · The Bank of New York Mellon

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The Bank of New York Mellon Corporation
One Wall Street
New York, NY 10286
+1 212 495 1784

www.bnymellon.com

2011 ANNUAL REPORT

Financial Highlights
The Bank of New York Mellon Corporation (and its subsidiaries)

(dollar amounts in millions, except per common share amounts and unless otherwise noted)

Financial Results

Net income from continuing operations
Net loss from discontinued operations

Net income

Net (income) attributable to noncontrolling interests

Net income applicable to common shareholders of
The Bank of New York Mellon Corporation

Earnings per common share — diluted

Continuing operations
Discontinued operations

Net income applicable to common stock

Continuing Operations - Key Data

Total revenue
Total expenses
Fee revenue as a percentage of total revenue

excluding net securities gains (losses)

Percentage of non-U.S. total revenue (b)
Assets under management at year end (in billions)
Assets under custody and administration at year end (in trillions)

Balance Sheet

Total assets
Total deposits
Total The Bank of New York Mellon Corporation
common shareholders’ equity

Capital Ratios at Dec. 31 (c)
Estimated Basel III Tier 1 common equity ratio – Non-GAAP (d)(e)
BNY Mellon shareholders’ equity to total assets ratio (e)
Tangible BNY Mellon common shareholders’ equity to tangible assets

of operations ratio – Non-GAAP (e)

Determined under Basel I guidelines:
Tier 1 common to risk-weighted assets ratio – Non-GAAP (e)
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio
Leverage capital ratio

(a) Does not foot due to rounding.

2011

2010

$ 2,569
—

2,569
(53)

$ 2,647
(66)

2,581
(63)

$ 2,516

$ 2,518

$ 2.03
—

2.11

(0.05)

$ 2.03

$ 2.05 (a)

$ 14,730
11,112

$ 13,875
10,170

78%
37%

78%
36%

$ 1,260
$ 25.8

$ 1,172
$ 25.0

$ 325,266
219,094

$ 247,259
145,339

33,417

32,354

7.1%

10.3

6.4

13.4
15.0

17.0
5.2

N/A

13.1%

5.8

11.8
13.4

16.3
5.8

(b)

Includes fee revenue, net interest revenue and income of consolidated investment management funds, net of net
income attributable to noncontrolling interests.

(d) Our estimated Basel III Tier 1 common equity ratio (Non-GAAP) reflects our current interpretation of the Basel III rules.

Our estimated Basel III Tier 1 common equity ratio could change in the future as the U.S. regulatory agencies
implement Basel III or if our businesses change.

(e) See Supplemental Information beginning on page 66 for a calculation of these ratios.

Corporate Information

BNY Mellon is a global financial services company focused on helping clients manage and service their financial assets, operating in
36 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations
and high-net-worth individuals, offering superior investment management and investment services through a worldwide client-
focused team. At December 31, 2011, the company had $25.8 trillion in assets under custody and administration and $1.26 trillion in
assets under management, serviced $11.8 trillion in outstanding debt and processed global payments averaging $1.5 trillion per day.
BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK). Additional information is available on
www.bnymellon.com or follow us on Twitter @BNYMellon.

Corporate Headquarters
One Wall Street, New York, NY 10286,
+ 1 212 495 1784 www.bnymellon.com

Annual Meeting
The Annual Meeting of Shareholders will be held in Pittsburgh,
PA, at the Omni William Penn Hotel, 530 William Penn Place,
at 9 a.m. Tuesday, April 10, 2012.

Exchange Listing
BNY Mellon’s common stock is traded on the New York Stock
Exchange under the trading symbol BK. BNY Capital IV 6.875%
Preferred Trust Securities Series E (symbol BKPrE), BNY Capital
V 5.95% Preferred Trust Securities Series F (symbol BKPrF),
and Mellon Capital IV 6.244% Fixed-to-Floating Rate Normal
Preferred Capital Securities fully and unconditionally guaran-
teed by The Bank of New York Mellon Corporation (symbol
BK/P) are also listed on the New York Stock Exchange.

Stock Prices
Prices for BNY Mellon’s common stock can be viewed at
www.bnymellon.com/investorrelations.

Corporate Governance
Corporate governance information is available online at
www.bnymellon.com/governance.

Corporate Social Responsibility
Information about BNY Mellon’s commitment to corporate
social responsibility, including our Equal Employment
Opportunity/Affirmative Action policies, is available at
www.bnymellon.com/csr.

To obtain a copy of BNY Mellon’s Corporate Social
Responsibility (CSR) Report, visit www.bnymellon.com/
csr-report. To obtain a printed copy of our CSR Report,
e-mail csr@bnymellon.com.

Investor Relations
Visit www.bnymellon.com/investorrelations or call
+1 212 635 1855.

Dividend Payments
Subject to approval of the board of directors, dividends are
paid on BNY Mellon’s common stock on or about the 7th day
of February, May, August and November.

Form 10-K and Shareholder Publications
For a free copy of BNY Mellon’s Annual Report on Form 10-K,
including the financial statements and the financial statement
schedules, or quarterly reports on Form 10-Q as filed with
the Securities and Exchange Commission, send a request
by e-mail to corpsecretary@bnymellon.com or by mail to the
Secretary of The Bank of New York Mellon Corporation,
One Wall Street, New York, NY 10286.

The 2011 Annual Report, as well as Forms 10-K, 10-Q and 8-K
and quarterly earnings and other news releases can be viewed
and printed at www.bnymellon.com/investorrelations.

Transfer Agent and Registrar
Computershare Shareowner Services LLC
480 Washington Boulevard
Jersey City, NJ 07310
www.computershare.com

Shareholder Services
Computershare maintains the records for our registered
shareholders and can provide a variety of services at no
charge such as those involving:
• Change of name or address
• Consolidation of accounts
• Eliminate duplicate mailings
• Dividend reinvestment enrollment
• Direct deposit of dividends
• Transfer of stock to another person

For assistance from Computershare, visit
www.bnymellon.com/shareowner/equityaccess or call
+1 800 205 7699.

Direct Stock Purchase and Dividend Reinvestment Plan
The Direct Stock Purchase and Dividend Reinvestment Plan
provides a way to purchase shares of common stock directly
from BNY Mellon at the current market value. Nonsharehold-
ers may purchase their first shares of BNY Mellon’s common
stock through the Plan, and shareholders may increase their
shareholding by reinvesting cash dividends and through optional
cash investments. Plan details are in a prospectus, which may
be viewed online at www.bnymellon.com/shareowner/equityaccess
or obtained in printed form by calling +1 866 353 7849.

Electronic Deposit of Dividends
Registered shareholders may have quarterly dividends paid on
BNY Mellon’s common stock deposited electronically to their
checking or savings accounts, free of charge. To have your
dividends deposited electronically, go to www.bnymellon.com/
shareowner/equityaccess to set up your account(s) for direct
deposit. If you prefer, you may also send a request by e-mail
to shrrelations@bnymellon.com or by mail to Computershare
Shareowner Services LLC, P.O. Box 358016, Pittsburgh, PA
15252-8016. For more information, call +1 800 205 7699.

S hareholder Account Access

By Internet
www.bnymellon.com/shareowner/equityaccess

Shareholders can register to receive shareholder information
electronically. To enroll, visit www.bnymellon.com/
shareowner/equityaccess and follow two easy steps.

By phone

24 hours a day/7 days a week
Toll-free in the U.S. +1 800 205 7699
Outside the U.S. +1 201 680 6578

Telecommunications Device for the Deaf (TDD) lines
Toll-free in the U.S. +1 800 231 5469
Outside the U.S. +1 201 680 6610

By mail

Computershare Shareowner Services LLC
P.O. Box 358016
Pittsburgh, PA 15252-8016

The contents of the listed Internet sites are not incorporated in this Annual Report.

Dear Fellow Shareholders
2011 was a difficult year. Revenues were less than expected and expenses were too high as we dealt
with a challenging environment. Still, we continued to develop and execute our plans to improve our
operating margins, differentiate our products, and ensure we continue to contribute in meaningful
ways to the smooth and efficient functioning of the global capital markets.

During 2011, we made significant progress on a number of fronts:

•

achieved above-median revenue growth compared with our peers;

continued to receive top rankings for client satisfaction and industry recognition for investment
performance;

further strengthened our balance sheet in terms of liquidity, asset quality and capital. At year end,
our Basel I Tier 1 common equity ratio was 13.4 percent1;

achieved superior returns versus U.S. banking peers on our tangible and regulatory capital;

implemented a series of efficiency initiatives to reduce our cost base and manage through the
current environment, with clear evidence of progress on expenses in our fourth-quarter results;

successfully completed the sale of our non-core Shareowner Services business; and

repurchased approximately 35 million shares and raised the quarterly dividend by 44 percent.

But our stock price performance has been unacceptable. We know we must improve our shareholder
return. And I am confident that we will, given the strength of our business model and our plans to
enhance revenue growth and drive operational excellence.

Our Business Model
To appreciate our potential and comprehend the nature of our challenges, it’s necessary to
understand what we do.

• We are an investments company, with significant scale in virtually all of our businesses and more
expertise in managing and servicing investments than any other firm. We help clients at every
stage of the investment life cycle — whether they are looking to create, trade or hold assets, or
need help managing, distributing or restructuring them. The breadth of our offerings creates
significant opportunities for us to build broader and deeper client relationships.

• Our model is primarily fee-based, with little credit risk. A large percentage of our revenue —

78 percent — comes from recurring fees, which is above our peer group median. That has helped
us maintain a strong, highly liquid balance sheet, with a solid capital position and strong credit
ratings.

• Our model generates capital rapidly. It also generates significant levels of earnings. Much of

these earnings, subject to regulatory approval, can be returned to you in the form of dividends
and share repurchases.

• We benefit from the long-term trends of organic growth in financial assets and the globalization

of the financial markets.

Our company has been designated by international regulators as one of the 29 Global Systemically
Important Financial Institutions (G-SIFIs). This designation recognizes our fundamental importance
to the health and operation of the global capital markets. The designation also carries with it an
implicit responsibility to maintain the highest standards of excellence, and we take that responsibility
seriously. In all that we undertake, we are committed to carefully considering the impact of our
actions on our clients and the markets.

Let me discuss our 2011 performance:

Investment Services – Most of the key drivers of our Investment Services businesses showed
significant improvement over 2010. Growth of assets under custody and administration outpaced our
closest trust and custody peers, up 3 percent to $25.8 trillion. Average active clearing accounts grew
11 percent, average collateral management balances were up 13 percent and the number of sponsored
depositary receipt programs increased 2 percent. Average total Investment Services deposits grew
32 percent, again outpacing peers. Total debt serviced, however, declined 2 percent, reflecting the
lack of structured debt issuance and the slow recovery of the debt capital markets.

We continued to expand our capabilities in 2011, particularly in the areas of asset servicing, clearing,
collateral management and alternative investment services. In a year in which we received industry
recognition for our innovative use of technology, we introduced new tools to increase investment
transparency and released iPad® apps to allow client access to information and reporting.

Investment Management – Our overall Investment Management businesses maintained focus on
delivering strong investment performance and outstanding wealth management capabilities for our
clients. Our long-term organic flows continued to grow, with assets under management (AUM) up
8 percent to a record level of $1.26 trillion, reflecting a 130 percent increase in net AUM flows in 2011,
which significantly outpaced that of our peers.

We made progress in laying a foundation to optimize our multi-boutique model by building out our
investment, distribution and infrastructure capabilities, with a particular focus on Asia Pacific. We
also continued to develop distinctive investment capabilities, such as our liability-driven investment
strategies. Wealth Management expanded its footprint, entering Chicago, the third-largest U.S.
wealth market, through the acquisition of the established operations of one of the region’s premier
independent investment managers.

Enhancing Revenue Growth
To make us more resilient to market dynamics, we have a number of strategies in place to increase
client assets under management, custody and administration.

• Deepening client relationships – There is tremendous room to increase the value we deliver to
our clients and, thereby, earn more of their business. Over the past year, we have refined our
global client management model to better align our resources with our clients’ needs.

•

Increasing our capabilities – In Investment Services, we are collaborating across our businesses
to develop more sophisticated and innovative multi-product solutions for our clients. In
Investment Management, we see opportunities to expand our global credit investment
capabilities; advance our market position in absolute return, asset allocation and alternative
investment solutions; and broaden and strengthen our global distribution. We also are looking
to further expand our Wealth Management franchise, continuing a long tradition of helping our
clients weather market cycles.

• Building a global presence – To maximize our returns in a prudent and focused way, we are

continuing to build upon our global footprint in countries and regions with the strongest revenue
potential for our company. In 2011, for example, our investment in Germany enabled us to achieve
our goal of becoming the No. 1 custody provider in that country.

Driving Operational Excellence
Operational excellence refers to delivering the highest service quality, increasing our operating
margins through the use of technology and taking risk out of our company and the financial system.
Those goals are complementary and mutually reinforcing, not mutually exclusive. We are finding
opportunities to improve the client experience while reducing the potential for errors and reducing
our costs.

For instance, we are making investments in our technology infrastructure that will help improve ease
of use for clients, allow us to introduce new products more quickly and lower technology costs. We
are also utilizing cloud technology to distribute applications in a virtual environment, effectively
eliminating proprietary hardware and software.

Through these and other operational excellence activities, we expect to realize roughly $650 million
to $700 million in expense savings by 2015, with substantial benefits in the intervening years.

Deploying Our Capital
Our business model generated approximately $2.8 billion worth of capital in 2011. Our ability to
rapidly generate capital is enabling us to invest in our businesses, strengthen our balance sheet and,
subject to regulatory approval, return capital to our shareholders in the form of dividends and share
buybacks. Acquisitions remain a lesser priority in the near term.

Corporate Social Responsibility
Over the last few years, we have adopted fairly ambitious corporate social responsibility goals related
to supporting our communities, developing our people and promoting environmental sustainability. In
a short time, we have accomplished many of these goals and continue to push ourselves to do more.

This year, we donated $33.6 million to our communities around the world through philanthropic
grants, sponsorships, employee giving and company matching donations. The number of employee
teams involved in volunteering and fundraising has more than tripled since the launch of our
Community Partnership program three years ago, with employees contributing more than 140,000
hours. We call our strategic approach to helping people in need “Powering Potential.” We have
extended that program to help returning military personnel, providing support in the areas of critical
basic needs, workforce skills and career development. We also have a special focus on helping at-risk
youth. Our support for youth is producing significantly higher graduation rates and employment and
reduced homelessness. This program was honored in 2011 with awards in Boston, London, New York
and Pittsburgh. All of this good work will continue.

Looking Ahead
We are well aware of the headwinds we face. We have entered a period in which revenue growth will
be more difficult to achieve than in, perhaps, any period over the past 20 years. Economies globally
remain sluggish, with a general lack of confidence and uncertainty inhibiting growth. This is reflected
in high levels of market volatility and continued deleveraging of major market participants. Interest
rates remain persistently low, limiting our ability to earn net interest income from client deposits.

While net interest income and strong global capital markets are important drivers of our
performance, they are not the only drivers. How well we service our clients, the strength of client
relationships, and our ability to innovate and drive operational excellence will have a major impact
on our performance. We are positioned to perform well in each of these areas. In 2012, we expect
our net savings from operational excellence initiatives to range from $240 million to $260 million,
toward our goal of achieving net savings of approximately $650 million to $700 million by 2015.
These savings will help us achieve operating leverage, even in a slow-growth environment. And
we expect our revenues to grow as we execute our strategies.

III

The financial services industry, in general, has faced a dramatic increase in legal and regulatory
scrutiny, actions and costs, and our company is no exception. The foreign exchange litigation has
received a substantial amount of attention. With our reputation and integrity being challenged, we
have undertaken an aggressive outreach program to our clients, media, regulators and interested
parties to ensure they know the facts. We have also been listening to our clients and developing new
foreign exchange options to meet their evolving needs, including an innovative defined spread pricing
option that is positioned to set a new standard. We realize we must innovate to stay competitive as a
provider in this space, and we will.

Making Our Company Even Greater
I am honored to lead BNY Mellon. I have tremendous belief in the potential of our company and
pride in its capacity to navigate through challenging times, operate with integrity and remain
focused on our clients’ success. My sole focus is to make this great company even greater for all
of our constituents — clients, employees and you, our shareholders.

I also have considerable confidence in the 49,000 professionals who work as a unified global team,
each contributing to the diversity of thought, ideas and talents that help our clients succeed. I thank
them for all they do every day for our clients, company, colleagues and communities.

I also thank our board of directors for its wise counsel and support, and for entrusting the Executive
Committee and me with leading this company forward. I offer my special thanks to John Surma, who
will not stand for re-election to our board after eight years of service, for his significant contributions
and service.

I strongly believe in our ability to deliver great investment management advice and investment
services to our clients, as well as consistent earnings per share growth and attractive returns to you,
our shareholders.

Gerald L. Hassell
Chairman, President and Chief Executive Officer

1 For an explanation and reconciliation of this non-GAAP measure, see
“Supplemental Information” on page 66 of this Annual Report.

FINANCIAL SECTION

THE BANK OF NEW YORK MELLON CORPORATION
2011 Annual Report
Table of Contents

Financial Summary . . . . . . . . . . . . . . . . . . . . . . . . .

Financial Statements:

Page

Management’s Discussion and Analysis of

Financial Condition and Results of
Operations:

Results of Operations:

General
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Overview . . . . . . . . . . . . . . . . . . . . . . . . . .
Key 2011 events . . . . . . . . . . . . . . . . . . . .
Summary of financial results . . . . . . . . . .
Fee and other revenue . . . . . . . . . . . . . . . .
Net interest revenue . . . . . . . . . . . . . . . . . .
Noninterest expense . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . .
Review of businesses . . . . . . . . . . . . . . . .
International operations . . . . . . . . . . . . . . .
Critical accounting estimates . . . . . . . . . .
Consolidated balance sheet review . . . . . .
Liquidity and dividends . . . . . . . . . . . . . . .
Commitments and obligations . . . . . . . . . .
Off-balance sheet arrangements . . . . . . . .
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk management
. . . . . . . . . . . . . . . . . . .
Trading activities and risk

management

. . . . . . . . . . . . . . . . . . . . .
Foreign exchange and other trading . . . . .
Asset/liability management . . . . . . . . . . . .
Business continuity . . . . . . . . . . . . . . . . . .

Supplemental Information:

Explanation of Non-GAAP financial

measures (unaudited)

. . . . . . . . . . . . . .
Rate/volume analysis (unaudited) . . . . . . .

Recent Accounting and Regulatory

Developments . . . . . . . . . . . . . . . . . . . . . . . .
Selected Quarterly Data (unaudited) . . . . . . . . .
Forward-looking Statements . . . . . . . . . . . . . . .
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Management on Internal Control

Over Financial Reporting . . . . . . . . . . . . . . .

Report of Independent Registered Public

Accounting Firm . . . . . . . . . . . . . . . . . . . . . .

4
5
5
6
8
11
14
15
15
25
29
35
47
52
52
53
57

61
62
63
64

66
70

71
80
81
83

Page

88
90
91

Consolidated Income Statement . . . . . . . . . . . .
Consolidated Balance Sheet
. . . . . . . . . . . . . . .
Consolidated Statement of Cash Flows . . . . . . .
Consolidated Statement of Changes in

Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes to Consolidated Financial Statements:
Note 1—Summary of significant accounting and

reporting policies . . . . . . . . . . . . . . . . . . . . . . . . . .

Note 2—Accounting changes and new accounting

guidance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 3—Acquisitions and dispositions . . . . . . . . . . .
Note 4—Discontinued operations . . . . . . . . . . . . . . .
Note 5—Securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 6—Loans and asset quality . . . . . . . . . . . . . . . .
Note 7—Goodwill and intangible assets . . . . . . . . . .
Note 8—Other assets . . . . . . . . . . . . . . . . . . . . . . . . .
Note 9—Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 10—Net interest revenue . . . . . . . . . . . . . . . . .
Note 11—Other noninterest expense . . . . . . . . . . . .
Note 12—Restructuring charges . . . . . . . . . . . . . . . .
Note 13—Income taxes . . . . . . . . . . . . . . . . . . . . . . .
Note 14—Long-term debt . . . . . . . . . . . . . . . . . . . . .
Note 15—Securitizations and variable interest

entities

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 16—Shareholders’ equity . . . . . . . . . . . . . . . . .
Note 17—Accumulated other comprehensive

income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 18—Stock-based compensation . . . . . . . . . . . .
Note 19—Employee benefit plans . . . . . . . . . . . . . .
Note 20—Company financial information . . . . . . . .
Note 21—Fair value of financial instruments . . . . . .
Note 22—Fair value measurement . . . . . . . . . . . . . .
Note 23—Fair value option . . . . . . . . . . . . . . . . . . . .
Note 24—Commitments and contingent

liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 25—Derivative instruments . . . . . . . . . . . . . . .
Note 26—Review of businesses . . . . . . . . . . . . . . . .
Note 27—International operations . . . . . . . . . . . . . .
Note 28—Supplemental information to the

102
103
105
105
109
115
116
118
118
118
118
120
121

122
124

126
126
128
135
138
139
148

149
154
158
161

Consolidated Statement of Cash Flows . . . . . . . . .

161

Report of Independent Registered Public

Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . .

162

Directors, Executive Committee and Other

Executive Officers . . . . . . . . . . . . . . . . . . . . . . . .

Performance Graph . . . . . . . . . . . . . . . . . . . . . . . .

163

164

Corporate Information . . . . . . . . . . .

Inside back cover

The Bank of New York Mellon Corporation (and its subsidiaries)

Financial Summary

(dollar amounts in millions, except per common share
amounts and unless otherwise noted)

Year ended Dec. 31

Fee revenue
Net securities gains (losses)
Income of consolidated investment management funds
Net interest revenue

Total revenue
Provision for credit losses
Noninterest expense

Income (loss) from continuing operations before income taxes

Provision (benefit) for income taxes

Net income (loss) from continuing operations
Net income (loss) from discontinued operations
Extraordinary (loss) on consolidation of commercial paper

conduits, net of tax

Net income (loss)

Net (income) attributable to noncontrolling interests
Redemption charge and preferred dividends

Net income (loss) applicable to common shareholders of The

2011

2010

2009

2008

2007 (a)

$ 11,498
48
200
2,984

14,730
1
11,112

3,617
1,048

2,569
-

2,569
(53)
-

$ 10,697
27
226
2,925

13,875
11
10,170

3,694
1,047

2,647
(66)

2,581
(63)
-

$ 10,108
(5,369)
-
2,915

$ 12,342
(1,628)
-
2,859

7,654
332
9,530

(2,208)
(1,395)

(813)
(270)

(1,083)
(1)
(283)

13,573
104
11,523

1,946
491

1,455
14

(26)

1,443
(24)
(33)

9,254
(201)
-
2,245

11,298
(11)
8,094

3,215
987

2,228
10

(180)

2,058
(19)
-

Bank of New York Mellon Corporation

2,516

2,518

$ (1,367)

1,386

2,039

Earnings per diluted common share applicable to common

shareholders of The Bank of New York Mellon Corporation:

Net income (loss) from continuing operations
Net income (loss) from discontinued operations
Extraordinary (loss), net of tax

Net income (loss) applicable to common stock

At Dec. 31
Interest-earning assets
Assets of operations
Total assets
Deposits
Long-term debt
Preferred (Series B) stock
Total The Bank of New York Mellon Corporation common

2.03
-
-

2.03

$259,231
313,919
325,266
219,094
19,933
-

2.11
(0.05)
-

(0.93)
(0.23)
-

1.21
0.01
(0.02)

2.35
0.01
(0.19)

2.05 (b) $

(1.16) (c) $

1.20

2.17

$180,541
232,493
247,259
145,339
16,517
-

$161,537
212,224
212,224
135,050
17,234
-

$184,591
237,512
237,512
159,673
15,865
2,786

$144,883
197,656
197,656
118,125
16,873
-

shareholders’ equity

33,417

32,354

28,977

25,264

29,403

At Dec. 31
Assets under management (in billions)
Assets under custody and administration (in trillions)

Cross-border assets (in trillions)

Market value of securities on loan (in billions) (d)

1,260
25.8
9.7
269

1,172
25.0
9.2
278

1,115
22.3
8.8
247

928
20.2
7.5
326

1,121
23.1
10.0
633

(a) Results for 2007 include six months of BNY Mellon and six months of legacy The Bank of New York Company, Inc.
(b) Does not foot due to rounding.
(c) Diluted earnings per common share for 2009 was calculated using average basic shares. Adding back the dilutive shares would be

anti-dilutive.

(d) Represents the securities on loan managed by the Investment Services business.

2 BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)

Financial Summary (continued)

(dollar amounts in millions, except per common share
amounts and unless otherwise noted)

2011

2010

Net income basis:
Return on common equity (b)
Return on tangible common equity (b)
Return on average assets (b)

Continuing operations basis:
Return on common equity (b)(c)
Non-GAAP adjusted (b)(c)

Return on tangible common equity – Non-GAAP (b)(c)

Non-GAAP adjusted (b)(c)

Pre-tax operating margin (c)
Non-GAAP adjusted (c)

Fee revenue as a percentage of total revenue excluding net

securities gains (losses)

Fee revenue per employee (based on average

headcount) (in thousands)

Percentage of non-U.S. revenue (d)
Net interest margin (on fully taxable equivalent basis)

Cash dividends per common share
Common dividend payout ratio
Dividend yield
Closing common stock price per common share
Market capitalization (in billions)
Book value per common share – GAAP (c)
Tangible book value per common share – Non-GAAP (c)
Full-time employees
Year-end common shares outstanding (in thousands)
Average total equity to average total assets

Capital ratios at Dec. 31 (g)
Estimated Basel III Tier 1 common equity ratio–

Non-GAAP (c)(h)

Basel I Tier 1 common equity to risk-weighted assets

ratio–Non-GAAP (c)
Basel I Tier 1 capital ratio
Basel I Total (Tier 1 plus Tier 2) capital ratio
Basel I leverage capital ratio
BNY Mellon shareholders’ equity to total assets ratio (c)
Tangible common shareholders’ equity to tangible assets

of operations ratio – Non-GAAP (c)

7.5%
22.6
0.86

7.5%
8.6
22.6
23.3
25
28

8.1%
25.6
1.06

8.3%
9.5
26.3
27.1
27
30

237
37%

1.36

0.48

24%
2.4%

19.91
24.1
27.62
10.57
48,700
1,209,675

241
36%

1.70

0.36

18%
1.2%

30.20
37.5
26.06
8.91
48,000
1,241,530

27.97
33.8
23.99
7.90
42,200
1,207,835

2009

N/M
N/M
N/M

N/M

9.2%

N/M
31.6
N/M
31

241
53% (e)

1.82

0.51
N/M

1.8%

2008

2007 (a)

5.0%
20.7
0.67

5.0%
14.2
20.5
48.7
14
39

290
33% (f)

1.89 (f)

11.0%
29.3
1.49

10.9%
13.6
29.2
33.6
28
36

291
32%

2.05

0.95

44%
1.9%

48.76
55.9
25.66
8.00
41,200
1,145,983

0.96

80%
3.4%

28.33
32.5
22.00
5.18
42,500
1,148,467

11.5%

13.1%

13.4%

13.7%

13.6%

7.1%

13.4
15.0
17.0
5.2
10.3

6.4

N/A

11.8
13.4
16.3
5.8
13.1

5.8

N/A

10.5
12.1
16.0
6.5
13.7

5.2

N/A

9.4
13.2
16.9
6.9
10.6

3.8

N/A

7.6
9.3
13.2
6.5
14.9

5.2

(a) Results for 2007 include six months of BNY Mellon and six months of legacy The Bank of New York Company, Inc.
(b) Calculated before the extraordinary losses in 2008 and 2007.
(c) See “Supplemental Information” beginning on page 66 for a calculation of these ratios.
(d)

Includes fee revenue, net interest revenue and income of consolidated investment management funds, net of net income attributable to
noncontrolling interests.

(e) Excluding investment securities losses, the percentage of non-U.S. fee revenue was 32%.
(f) Excluding the SILO/LILO charge, the percentage of non-U.S. fee and net interest revenue was 32% and the net interest margin was

2.21%.
Includes discontinued operations in 2010, 2009, 2008 and 2007.

(g)
(h) Our estimated Basel III Tier 1 common equity ratio (Non-GAAP) reflects our current interpretation of the Basel III rules. Our

estimated Basel III Tier 1 common equity ratio could change in the future as the U.S. regulatory agencies implement Basel III or if our
businesses change.

BNY Mellon

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

General

In this Annual Report, references to “our,” “we,” “us,”
“BNY Mellon,” the “Company” and similar terms for
periods on or after July 1, 2007 refer to The Bank of
New York Mellon Corporation and its consolidated
subsidiaries, and references to “our,” “we,” “us,” the
“Company,” and similar terms prior to July 1, 2007
refer to The Bank of New York Company, Inc. and its
consolidated subsidiaries. The term “Parent” refers to
The Bank of New York Mellon Corporation but not
its subsidiaries.

BNY Mellon’s actual results of future operations may
differ from those estimated or anticipated in certain
forward-looking statements contained herein for
reasons which are discussed below and under the
heading “Forward-looking Statements.” When used in
this Annual Report, words such as “estimate,”
“forecast,” “project,” “anticipate,” “confident,”
“target,” “expect,” “intend,” “continue,” “seek,”
“believe,” “plan,” “goal,” “could,” “should,” “may,”
“will,” “strategy,” “synergies,” “opportunities,”
“trends,” and words of similar meaning, signify
forward-looking statements in addition to statements
specifically identified as forward-looking statements.

Certain business terms used in this document are
defined in the Glossary.

The following should be read in conjunction with the
Consolidated Financial Statements included in this
Annual Report.

How we reported results

All information for 2011 in this Annual Report is
reported on a net income basis. All information for
2010 and 2009 in this Annual Report is reported on a
continuing operations basis, unless otherwise noted.
For a description of discontinued operations, see
Note 4 in the Notes to Consolidated Financial
Statements.

Throughout this Annual Report, certain measures,
which are noted as “Non-GAAP measures,” exclude
certain items. BNY Mellon believes that these
measures are useful to investors because they permit a
focus on period-to-period comparisons, using
measures that relate to our ability to enhance revenues
and limit expenses in circumstances where such
matters are within our control. We also present the net
interest margin on a fully taxable equivalent (“FTE”)
basis. We believe that this presentation allows for

4 BNY Mellon

comparison of amounts arising from both taxable and
tax-exempt sources and is consistent with industry
practice. Certain immaterial reclassifications have
been made to prior periods to place them on a basis
comparable with the current period presentation. See
“Supplemental information – Explanation of
Non-GAAP financial measures” beginning on page 66
for a reconciliation of financial measures presented in
accordance with GAAP to adjusted Non-GAAP
financial measures.

Organization of our business

In the first quarter of 2011, BNY Mellon realigned its
internal reporting structure and business presentation
to focus on its two principal businesses, Investment
Management and Investment Services. The
realignment reflects management’s approach to
assessing performance and decisions regarding
resource allocations. Investment Management
includes the former Asset Management and Wealth
Management businesses. Investment Services includes
the former Asset Servicing, Issuer Services and
Clearing Services businesses as well as the Cash
Management business previously included in the
former Treasury Services business. The Other
segment includes credit-related activities previously
included in the Treasury Services business, the lease
financing portfolio, corporate treasury activities,
including our investment securities portfolio, our
equity investments in Wing Hang Bank and
ConvergEx Group, business exits and corporate
overhead. The income statement has been changed to
reflect this realignment as follows:

Investment management and performance fees
consist of the former asset and wealth
management fee revenue; and
Investment services fees consist of the former
securities servicing fees, including asset
servicing, issuer services, clearing services, as
well as treasury services fee revenue.

All prior periods were reclassified. The
reclassifications did not affect the results of
operations.

Merger with Mellon Financial

On July 1, 2007, The Bank of New York Company,
Inc. and Mellon Financial Corporation (“Mellon
Financial”) merged into The Bank of New York
Mellon Corporation (together with its consolidated
subsidiaries, “BNY Mellon”), with BNY Mellon

Results of Operations (continued)

being the surviving entity (the “2007 Merger”).
Results for 2007 reflect six months of BNY Mellon
and six months of legacy The Bank of New York
Company, Inc.

Overview

BNY Mellon is the corporate brand of The Bank of
New York Mellon Corporation (NYSE symbol: BK).
BNY Mellon is a global financial services company
focused on helping clients manage and service their
financial assets, operating in 36 countries and serving
more than 100 markets. BNY Mellon is a leading
provider of financial services for institutions,
corporations and high-net-worth individuals, offering
superior investment management and investment
services through a worldwide client-focused team. At
Dec. 31, 2011, we had $25.8 trillion in assets under
custody and administration and $1.26 trillion in assets
under management, serviced $11.8 trillion in
outstanding debt and processed global payments
averaging $1.5 trillion per day.

BNY Mellon’s businesses benefit from the global
growth in financial assets and from the globalization
of the investment process. Over the long term, our
goals are focused on deploying capital to accelerate
the long-term growth of our businesses and achieving
superior total returns to shareholders by generating
first quartile earnings per share growth over time
relative to a group of peer companies.

Key components of our strategy include: providing
superior client service versus peers; strong investment
performance relative to investment benchmarks;
above-median revenue growth relative to peer
companies; increasing the percentage of revenue and
income derived from outside the United States;
successful integration of acquired businesses;
competitive margins; and positive operating leverage.
We have established Basel I Tier 1 capital as our
principal capital measure and have established a
targeted ratio of Basel I Tier 1 capital to risk-weighted
assets of 10%. We expect to update our capital targets
once new regulatory capital guidelines are finalized.

Key 2011 events

Sale of Shareowner Services

On Dec. 31, 2011, BNY Mellon sold its Shareowner
Services business. The sales price of $550 million
resulted in a pre-tax gain of $98 million. We recorded
an immaterial after-tax gain primarily due to the

write-off of non-tax deductible goodwill associated
with the business. The transaction enhanced BNY
Mellon’s capital position, adding approximately 30
basis points to our estimated Basel III Tier 1 common
equity ratio at Dec. 31, 2011.

Acquisition of Penson Financial Services

On Nov. 30, 2011, we acquired Penson Financial
Services Australia Pty Ltd (“Penson”), a clearing firm
located in Australia, in a $33 million share purchase
transaction. Penson offers execution and clearing
services and provides processing for local exchange-
traded equities and exchange-traded options in
Australia. The results of Penson are included in the
Investment Services business.

Continuing global economic uncertainty

The global financial markets and economy remain
affected by a variety of concerns, including questions
about the creditworthiness of sovereign issuers within
Europe. Sovereign or financial institution defaults,
political uncertainties or credit downgrades could lead
to disruptions in the money markets, changes in
foreign exchange values, reductions in the
attractiveness and value of European assets, and/or an
increase in borrowing costs for consumers and
companies in Europe.

During 2011, the continued economic uncertainty in
the global markets contributed to a significant
increase in our balance sheet. Client deposits
increased $74 billion, which drove a $78 billion
increase in total assets. In response to this continued
uncertainty, we reduced exposure to higher risk
countries and increased our exposure to central banks.
Additionally, we continued to maintain a highly liquid
balance sheet with a ratio of liquid funds to total
assets of 42% at Dec. 31, 2011, while also reducing
our exposure to large global financial institutions.

Change in executive management

Effective Aug. 31, 2011, Robert P. Kelly resigned as
Chairman, Chief Executive Officer and Director. Also
effective on Aug. 31, 2011, Gerald L. Hassell, BNY
Mellon’s President and a board member since 1998,
was appointed Chairman and Chief Executive Officer
of the Company.

Acquisition of Talon Asset Management

On July 1, 2011, BNY Mellon acquired the wealth
management operations of Chicago-based Talon Asset

BNY Mellon

Results of Operations (continued)

Management (“Talon”). Talon manages more than
$800 million in assets for wealthy families and
institutions. The acquisition of Talon represents BNY
Mellon’s first wealth management office in Chicago,
the third largest wealth management market in the
U.S. The results of Talon are included in the
Investment Management business.

Dividend increase and share repurchase program

In March 2011, BNY Mellon received confirmation
that the Federal Reserve did not object to its
comprehensive capital plan which provides for capital
actions, including a dividend increase and share
repurchases. Accordingly, on March 22, 2011, the
board of directors authorized a 44% increase in the
quarterly common stock dividend to $0.13 per
common share.

In 2011, we repurchased 34.8 million shares in the
open market, at an average price of $24.00 per share
for a total of $835 million. In 2012, we continued to
repurchase shares under the 2011 capital plan.
Through Feb. 27, 2012, we repurchased 17.3 million
shares in the open market, at an average price of
$21.53 per share for a total of $371 million.

Summary of financial results

We reported net income applicable to common
shareholders of BNY Mellon of $2.5 billion, or $2.03
per diluted common share in 2011 compared with
$2.5 billion, or $2.05 per diluted common share in
2010. In 2009, we reported a net loss applicable to
common shareholders of BNY Mellon of $1.4 billion,
or $1.16 per diluted common share. In 2010, net
income applicable to common shareholders on a
continuing operations basis was $2.6 billion, or $2.11
per diluted common share. In 2009, we incurred a net
loss applicable to common shareholders on a
continuing operations basis of $1.1 billion, or $0.93
per diluted common share.

Highlights of 2011 results

Š Assets under custody and administration

(“AUC”) totaled $25.8 trillion at Dec. 31, 2011
compared with $25.0 trillion at Dec. 31, 2010.
The increase primarily reflects net new business.
(See the “Investment Services business”
beginning on page 21).

Š Assets under management (“AUM”), excluding
securities lending assets, totaled $1.26 trillion at
Dec. 31, 2011 compared with $1.17 trillion at

6 BNY Mellon

Dec. 31, 2010. The increase was primarily
driven by net new business. (See the
“Investment Management business” beginning
on page 18).
Investment services fees totaled $6.8 billion in
2011 compared with $6.1 billion in 2010. The
increase primarily resulted from the full year
impact of the acquisitions of Global Investment
Servicing (“GIS”) on July 1, 2010 and BHF
Asset Servicing GmbH (“BAS”) on Aug. 2,
2010 (collectively, “the Acquisitions”), and net
new business, partially offset by higher money
market fee waivers. (See the “Investment
Services business” beginning on page 21).
Investment management and performance fees
totaled $3.0 billion in 2011 compared with $2.9
billion in 2010. The increase was driven by net
new business and higher average equity markets,
largely offset by higher money market fee
waivers. (See the “Investment Management
business” beginning on page 18).

Š Foreign exchange and other trading revenue
totaled $848 million in 2011 compared with
$886 million in 2010. In 2011, foreign exchange
revenue totaled $761 million, a decrease of 3%
compared with 2010, driven by lower volatility,
partially offset by higher volumes. Other trading
revenue was $87 million 2011 compared with
$99 million in 2010. The decrease was primarily
driven by lower fixed income trading revenue.
(See “Fee and other revenue” beginning on
page 8).
Investment income and other revenue totaled
$455 million in 2011 compared with $467
million in 2010. The decrease primarily resulted
from lower foreign currency translation, the
write-down of an equity investment, lower lease
residual gains and lower private equity
investment revenue, primarily offset by the gain
on the sale of Shareowner Services and gains
related to loans held-for-sale retained from a
previously divested bank subsidiary. (See “Fee
and other revenue” beginning on page 8).

Š Net interest revenue totaled $3.0 billion in 2011
compared with $2.9 billion in 2010 and the net
interest margin (FTE) was 1.36% in 2011
compared with 1.70% in 2010. The trends of net
interest revenue and net interest margin (FTE)
primarily reflect growth in client deposits, which
were placed with central banks, purchases of
high quality securities and an increased level of
secured loans, partially offset by lower spreads
resulting from the continued impact of the lower
global interest rate environment. (See “Net
interest revenue” beginning on page 11).

Results of Operations (continued)

Š The provision for credit losses was $1 million in
2011 compared with $11 million in 2010. The
lower provision in 2011 primarily resulted from
an improvement in the loan portfolio and a
decline in criticized assets. (See “Asset quality
and allowance for credit losses” beginning on
page 42).

Š Noninterest expense totaled $11.1 billion in

2011 compared with $10.2 billion in 2010. The
increase primarily reflects the full-year impact
of the Acquisitions, higher staff expense,
volume-related expenses, and software expense,
as well as higher professional, legal and other
purchased services. Noninterest expense in 2011
also includes restructuring charges of $89
million. (See “Noninterest expense” beginning
on page 14).

Š BNY Mellon recorded an income tax provision

of $1.0 billion (29.0% effective tax rate) in 2011
compared with an income tax provision, on a
continuing operations basis, of $1.0 billion
(28.3% effective tax rate) in 2010. (See “Income
taxes” on page 15).

Š Unrealized net of tax gains on our total

investment securities portfolio were $420
million at Dec. 31, 2011 compared with $150
million at Dec. 31, 2010. The improvement in
the valuation of the investment securities
portfolio was driven by improved valuations of
agency RMBS and U.S. Treasury securities,
partially offset by declines in valuations of
certain non-agency residential mortgage-backed
securities. (See “Investment securities”
beginning on page 36).

Š At Dec. 31, 2011, our estimated Basel III Tier 1

common equity ratio was 7.1% , an
improvement of more than 100 basis points from
March 31, 2011. The improvement was driven
by earnings retention, the reduction of goodwill
and intangible assets related to the sale of
Shareowner Services and paydowns on
sub-investment grade securities, partially offset
by share repurchases. (See “Capital” beginning
on page 53).

Š We generated $2.8 billion of Basel I Tier 1

common equity in 2011, primarily driven by
earnings. Our Basel I Tier 1 capital ratio was
15.0% at Dec. 31, 2011 compared with 13.4% at
Dec. 31, 2010. (See “Capital” beginning on
page 53).
In 2011, we repurchased 34.8 million common
shares in the open market, at an average price of
$24.00 per share, for a total of $835 million.

Results of 2010

In 2010, we reported net income applicable to
common shareholders, including discontinued
operations, of $2.5 billion, or $2.05 per diluted
common share, or on a continuing operations basis,
net income of $2.6 billion, or $2.11 per diluted
common share. These results were primarily driven
by:

Investment services fee revenue totaled $6.1
billion in 2010 reflecting the Acquisitions,
higher market values and net new business.
Investment management and performance fees
totaled $2.9 billion in 2010 reflecting higher
market values globally, the full year impact of
the acquisition of Insight Investment
Management Limited (“Insight”) and new
business.

Š Foreign exchange and other trading revenue
totaled $886 million in 2010 driven by lower
fixed income and derivatives trading revenue
and lower foreign exchange revenue.

Š Net interest revenue totaled $2.9 billion in 2010
as a higher yield on the restructured investment
securities portfolio and higher interest-earning
assets were offset by lower spreads.

Š Noninterest expense totaled $10.2 billion in
2010 primarily driven by the impact of the
Acquisitions, the full-year impact of the Insight
acquisition and higher compensation expense.

Results for 2009

In 2009, we reported a net loss of $1.4 billion, or
$1.16 per diluted common share, or on a continuing
operations basis, a net loss of $1.1 billion, or $0.93
per diluted common share. These results were
primarily driven by:

Investment securities (pre-tax) net losses of $5.4
billion in 2009 reflecting the restructuring of the
investment securities portfolio.

Š A provision for credit losses of $332 million in
2009, reflecting a higher number of downgrades
and deterioration in certain industry sectors.
Š Merger and integration (“M&I”) expenses of

$233 million (pre-tax).

Š An after-tax redemption charge of $196.5

million related to the repurchase of the Series B
preferred stock issued to the U.S. Treasury as
part of the Troubled Asset Relief Program
(“TARP”) Capital Purchase Program and $86.5
million for dividends/accretion on the Series B
preferred stock.

BNY Mellon

Results of Operations (continued)

Results for 2009, compared with 2008, also included
lower securities servicing revenue, lower investment

management and performance fees and lower foreign
exchange and other trading revenue.

Fee and other revenue

(dollars in millions unless otherwise noted)

2011

2010

2009

Investment services fees:
Asset servicing (a)
Issuer services
Clearing services
Treasury services

Total investment services fees

Investment management and performance fees
Foreign exchange and other trading revenue
Distribution and servicing
Financing-related fees
Investment income
Other

Total fee revenue
Net securities gains (losses)

Total fee and other revenue

Fee revenue as a percentage of total revenue excluding net securities

gains (losses)

Market value of AUM at period end (in billions)
Market value of AUC and administration at period end (in trillions)

$ 3,697
1,445
1,159
535

6,836
3,002
848
187
170
258
197

11,498
48

$ 3,076
1,460
1,005
530

6,071
2,868
886
210
195
308
159

10,697
27

$ 2,573
1,463
962
519

5,517
2,677
1,036
326
215
226
111

10,108
(5,369)

2011
vs.
2010

2010
vs.
2009

20%
(1)
15
1

13
5
(4)
(11)
(13)
(16)
24

7
78

20%
-
4
2

10
7
(14)
(36)
(9)
36
43

6
N/M

$11,546

$10,724

$ 4,739

126%

78%

$ 1,260
25.8
$

$ 1,172
25.0
$

$ 1,115
22.3
$

8%
3%

5%
12%

(a) Asset servicing fees include securities lending revenue of $183 million in 2011, $150 million in 2010 and $259 million in 2009.

Fee revenue

Fee revenue increased 7% in 2011 compared with
2010, primarily reflecting the full year impact of the
Acquisitions, higher average market values and higher
net new business, partially offset by higher money
market fee waivers and lower trading volumes.

Investment services fees

Š Clearing services fees increased 15%, primarily

driven by the full-year impact of the GIS
acquisition, and new business, partially offset by
lower trading volumes and higher money market
fee waivers.

Š Treasury services fees increased 1% compared
with 2010, reflecting the full-year impact of the
GIS acquisition, primarily offset by lower funds
transfer, cash management and liquidity
management fees.

Investment services fees were impacted by the
following compared with 2010:

See the “Investment Services business” in “Review of
businesses” for additional details.

Š Asset servicing fees increased 20%, primarily

Investment management and performance fees

driven by the full-year impact of the
Acquisitions, higher market values, net new
business and higher securities lending revenue
due to wider spreads.
Issuer services fees decreased 1% as higher
Depositary Receipts revenue driven by higher
corporate action fees was more than offset by
lower Corporate Trust fee revenue, reflecting
continued weakness in the structured debt
markets and lower money market-related
distribution fees, and lower Shareowner Services
revenue, reflecting lower corporate action fees.

Investment management and performance fees totaled
$3.0 billion in 2011, an increase of 5% compared with
2010. The increase reflects higher average market
values and net new business, partially offset by higher
money market fee waivers and lower performance
fees. Performance fees were $93 million in 2011 and
$121 million in 2010.

Total AUM for the Investment Management business
was $1.26 trillion at Dec. 31, 2011, compared with
$1.17 trillion at Dec. 31, 2010. The increase was

8 BNY Mellon

Results of Operations (continued)

primarily due to net new business and improved
market values throughout 2011. Long-term inflows in
2011 were $83 billion and benefited from strength in
fixed income and equity-indexed products.

See the “Investment Management business” in
“Review of businesses” for additional details
regarding the drivers of investment management and
performance fees.

Foreign exchange and other trading revenue

Foreign exchange and other trading revenue
(in millions)

2011

2010

Foreign exchange
Fixed income
Credit derivatives (a)
Other

Total

$761
65
(3)
25

$848

$787
80
(7)
26

$886

(a) Used as economic hedges of loans.

2009

$ 850
242
(84)
28

$1,036

Foreign exchange and other trading revenue decreased
$38 million, or 4%, from $886 million in 2010. In
2011, foreign exchange revenue totaled $761 million,
a decrease of 3% compared with 2010, driven by
lower volatility and spreads, partially offset by higher
volumes. Foreign exchange revenue continues to be
impacted by increasing competitive pressures. Other
trading revenue totaled $87 million in 2011, a
decrease of 12% compared with 2010, largely due to
lower fixed income trading revenue. Foreign
exchange revenue is primarily reported in the
Investment Services business. Other trading revenue
is primarily reported in the Other segment.

The foreign exchange trading engaged in by the
Company generates revenues, which are influenced by
the volume of client transactions and the spread
realized on these transactions. The level of volume
and spreads is affected by market volatility, the level
of cross-border assets held in custody for clients, the
level and nature of underlying cross-border
investments and other transactions undertaken by
corporate and institutional clients. These revenues
also depend on our ability to manage the risk
associated with the currency transactions we execute.
A substantial majority of our foreign exchange trades
is undertaken for our custody clients in transactions
where BNY Mellon acts as principal, and not as an
agent or broker. As a principal, we earn a profit, if
any, based on our ability to risk manage the aggregate
foreign currency positions that we buy and sell on a
daily basis. Generally speaking, custody clients enter
into foreign exchange transactions in one of three

ways: negotiated trading with BNY Mellon, BNY
Mellon’s standing instruction program, or
transactions with third-party foreign exchange
providers. Negotiated trading generally refers to
orders entered by the client or the client’s investment
manager, with all decisions related to the transaction,
usually on a transaction-specific basis, made by the
client or its investment manager. Such transactions
may be initiated by (i) contacting one of our sales
desks to negotiate the rate for specific transactions,
(ii) using electronic trading platforms, or (iii) electing
other methods such as those pursuant to a
benchmarking arrangement, in which pricing is
determined by an objective market rate plus a
pre-negotiated spread. The preponderance of the
notional value of our trading volume with clients is in
negotiated trading. Our standing instruction program
provides custody clients and their investment
managers with an end-to-end solution that allows
them to shift to BNY Mellon the cost, management
and execution risk, often in small transactions not
otherwise eligible for a more favorable rate or
transactions in restricted and difficult to trade
currencies. We incur substantial costs in supporting
the global operational infrastructure required to
administer the standing instruction program; on a
per-transaction basis, the costs associated with the
standing instruction program exceed the costs
associated with negotiated trading. Our custody
clients choose to use third-party foreign exchange
providers other than BNY Mellon for a substantial
majority of their U.S. dollar equivalent volume
foreign exchange transactions.

We typically price negotiated trades for our custody
clients at a spread over our estimation of the current
market rate for a particular currency or based on an
agreed third-party benchmark. With respect to our
standing instruction program, we typically assign a
price derived from the daily pricing range for
marketable-size foreign exchange transactions
(generally more than $1 million) executed between
global financial institutions, known as the “interbank
range.” Using the interbank range for the given day,
we typically price purchases of currencies at or near
the low end of this range and sales of currencies at or
near the high end of this range. For the year ended
Dec. 31, 2011, our total revenue for all types of
foreign exchange trading transactions was $761
million, which is approximately 5% of our total
revenue. Approximately 40% of our foreign exchange
revenue resulted from foreign exchange transactions
undertaken through our standing instruction program.

BNY Mellon

Results of Operations (continued)

Distribution and servicing fees

Distribution and servicing fees earned from mutual
funds are primarily based on average assets in the
funds and the sales of funds that we manage or
administer and are primarily reported in the
Investment Management business. These fees, which
include 12b-1 fees, fluctuate with the overall level of
net sales, the relative mix of sales between share
classes, the funds’ market values and money market
fee waivers.

The $23 million decrease in distribution and servicing
fee revenue in 2011 compared with 2010 primarily
reflects increased money market fee waivers as well
as equity market changes. The impact of distribution
and servicing fees on income in any one period is
partially offset by distribution and servicing expense
paid to other financial intermediaries to cover their
costs for distribution and servicing of mutual funds.
Distribution and servicing expense is recorded as
noninterest expense on the income statement.

Financing-related fees

Financing-related fees, which are primarily reported
in the Other segment, include capital markets fees,
loan commitment fees and credit-related fees.
Financing-related fees decreased $25 million from
2010 primarily as a result of lower capital markets and
credit-related fees, primarily reflecting our strategy to
reduce targeted risk exposure.

Investment income

Investment income
(in millions)

Corporate/bank-owned

life insurance
Lease residual gains
Equity investment income (loss)
Private equity gains (losses)
Seed capital gains

Total investment income

2011

2010

2009

$154
42
44
18
-

$258

$150
69
51
29
9

$308

$151
90
(28)
(18)
31

$226

Investment income, which is primarily reported in the
Other segment and Investment Management business,
includes income from insurance contracts, lease
residual gains and losses, equity investment income
(loss), private equity investments and gains and losses
on seed capital investments. The decrease, compared
with 2010, primarily reflects lower lease residual,
private equity and seed capital gains.

10 BNY Mellon

Other revenue

Other revenue
(in millions)

Asset-related gains
Expense reimbursements from

joint ventures

Economic value payments
Other income (loss)

2011

$181

2010

$ 22

2009

$ 76

38
4
(26)

37
7
93

31
-
4

Total other revenue

$197

$159

$111

Other revenue includes asset-related gains, expense
reimbursements from joint ventures, economic value
payments and other income (loss). Asset-related gains
include loan, real estate and other asset dispositions.
Expense reimbursements from joint ventures relate to
expenses incurred by BNY Mellon on behalf of joint
ventures. Economic value payments relate to deposits
from the GIS acquisition that have not yet transferred
to BNY Mellon. Other income (loss) primarily
includes foreign currency remeasurement, other
investments and various miscellaneous revenues.

Total other revenue increased $38 million compared
with 2010, primarily reflecting the gain on the sale of
Shareowner Services and asset-related gains on loans
held-for-sale retained from a previously divested bank
subsidiary, partially offset by net losses on foreign
currency remeasurement.

Net securities gains (losses)

Net securities gains totaled $48 million in 2011
compared with $27 million in 2010.

The following table details securities gains (losses) by
type of security. See “Consolidated balance sheet
review” for further information on the investment
securities portfolio.

Net securities gains (losses)
(in millions)

U.S. Treasury
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
European floating rate notes
Sovereign debt
Home equity lines of credit
Commercial MBS
Grantor Trust
Credit cards
ABS CDOs
Other

Total net securities gains

2011

2010

$ 77
8
(36)
(1)
(21)
(39)
36
-
-
-
-
-
24

$ 15
15
(13)
-
(4)
(3)
-
-
-
-
-
-
17

2009

-
-
(3,113)
(1,008)
(322)
(269)
-
(205)
(89)
(39)
(26)
(23)
(275)

(losses)

$ 48

$ 27

$(5,369)

Results of Operations (continued)

2010 compared with 2009

Fee revenue increased 6% in 2010 compared with
2009, primarily reflecting the impact of the
Acquisitions, the full-year impact of the Insight
acquisition, improved market values and new
business, partially offset by lower foreign exchange
and other trading revenue, lower distribution and
servicing fees and lower securities lending revenue.

Net securities gains totaled $27 million in 2010
compared with losses of $5.4 billion in 2009. The loss
in 2009 primarily resulted from a charge related to
restructuring the investment securities portfolio.

Fee and other revenue was also impacted by the
following:

Investment services fees increased reflecting the
impact of the Acquisitions, higher market
values, net new business and higher Depositary
Receipts revenue resulting from higher issuance,
corporate action and service fees. This increase

Net interest revenue

(dollars in millions)
Net interest revenue (non-FTE)
Tax equivalent adjustment

Net interest revenue (FTE) – Non-GAAP

Average interest-earning assets
Net interest margin (FTE)

was partially offset by lower Corporate Trust fee
revenue, reflecting continued weakness in the
structured debt markets and lower money market
related distribution fees, lower Shareowner
Services revenue, reflecting lower corporate
action fees, and lower securities lending revenue
resulting from narrower spreads and lower loan
balances.
Investment management and performance fees
increased reflecting improved market values, the
Insight acquisition and the impact of net new
business.

Š Foreign exchange and other trading revenue

decreased largely due to lower fixed income and
derivatives trading revenue.
Investment income increased reflecting higher
equity investment revenue and higher private
equity gains, partially offset by lower lease
residual and seed capital gains.

Š Total other revenue increased primarily
reflecting higher foreign currency
remeasurements, partially offset by lower asset-
related gains.

2011
2,984
27
3,011
$222,233

2010
2,925
19
2,944
$172,792

2009
2,915
18
2,933
$160,955

1.36%

1.70%

1.82%

2011
vs.
2010

2010
vs.
2009

N/M

2%
29%
(34)bps

-%
7%
(12)bps

Net interest revenue totaled $3.0 billion in 2011, a 2%
increase compared with 2010. The net interest margin
(FTE) was 1.36% in 2011 compared with 1.70% in
2010. The trends of net interest revenue and net
interest margin (FTE) primarily reflect growth in client
deposits, which were placed with central banks,
purchases of high quality securities and an increased
level of secured loans, partially offset by lower spreads
resulting from the continued impact of the lower
global interest rate environment.

Average interest-earning assets were $222 billion in
2011, compared with $173 billion in 2010. The
increase in 2011 compared with 2010 primarily
occurred in the second half of 2011 and was driven by
higher client deposits as a function of the European
debt crisis and continued economic uncertainty in the
global markets. Average total securities increased to
$74 billion in 2011, up from $61 billion in 2010,
reflecting our strategy to invest in high-quality,
government-guaranteed securities, and to a lesser
degree, state and political subdivisions and asset-

backed collateralized loan obligations (“CLOs”).
Average interest-bearing deposits with the Federal
Reserve and other central banks increased to $47
billion, up from $14 billion in 2010, reflecting higher
client deposits.

2010 compared with 2009

Net interest revenue totaled $2.9 billion in 2010,
essentially unchanged compared with 2009. Net
interest revenue in 2010 reflected a higher yield on the
restructured investment securities portfolio, net of lost
interest on the securities sold and higher average
interest-earning assets, primarily offset by narrower
spreads.

The net interest margin (FTE) was 1.70% in 2010
compared with 1.82% in 2009. The lower net interest
margin (FTE) in 2010 was driven by lower spreads
and higher interest-earning assets in a lower-rate
environment, which more than offset the higher yield
on the restructured investment securities portfolio.

BNY Mellon

Results of Operations (continued)

Average balances and interest rates

(dollar amounts in millions, presented on an FTE basis)
Assets
Interest-earning assets:

Interest-bearing deposits with banks (primarily foreign banks)
Interest-bearing deposits held at the Federal Reserve and other central banks
Federal funds sold and securities purchased under resale agreements
Margin loans
Non-margin loans:

Domestic offices:
Consumer
Commercial
Foreign offices

Total non-margin loans

Securities:

U.S. government obligations
U.S. government agency obligations
State and political subdivisions – tax-exempt
Other securities:

Domestic offices
Foreign offices

Total other securities

Trading securities:
Domestic offices
Foreign offices

Total trading securities

Total securities
Total interest-earning assets

Allowance for loan losses
Cash and due from banks
Other assets
Assets of consolidated investment management funds

Total assets

Liabilities
Interest-bearing liabilities:

Interest-bearing deposits:

Domestic offices:

Money market rate accounts
Savings
Certificates of deposits of $100,000 & over
Other time deposits
Total domestic

Foreign offices:

Banks
Government and official institutions
Other

Total foreign

Total interest-bearing deposits

Federal funds purchased and securities sold under repurchase agreements
Trading liabilities
Other borrowed funds:
Domestic offices
Foreign offices

Total other borrowed funds

Payables to customers and broker-dealers
Long-term debt

Total interest-bearing liabilities

Total noninterest-bearing deposits
Other liabilities
Liabilities and obligations of consolidated investment management funds

Total liabilities

Equity
Noncontrolling interests
The Bank of New York Mellon Corporation shareholders’ equity
Total liabilities, temporary equity and permanent equity

Net interest margin
Percentage of assets attributable to foreign offices (c)
Percentage of liabilities attributable to foreign offices
(a)

Average balance

Interest

Average rates

2011

$ 55,218
47,104
4,809
9,576

543
148
28
129

217
316
148
681 (a)

234
625
59

680
414
1,094

74
-
74
2,086
$ 3,615 (b)

16
2
-
29
47

58
1
135
194
241
2
32

16
5
21
7
301
604

5,666
15,915
9,762
31,343

15,003
21,684
1,394

15,756
17,457
33,213

2,856
33
2,889
74,183
$222,233
(444)
4,579
51,398
13,379
$291,145

4,659
1,525
364
34,396
40,944

6,910
2,031
74,810
83,751
124,695
8,572
1,852

1,124
906
2,030
7,319
18,057
$162,525
57,984
24,244
12,073
256,826

800
33,519
$291,145

36%
33

0.99%
0.31
0.58
1.34

3.83
1.99
1.51
2.17

1.56
2.88
4.25

4.32
2.37
3.30

2.61
0.95
2.59
2.82
1.63%

0.34%
0.16
0.05
0.08
0.11

0.84
0.05
0.18
0.23
0.19
0.02
1.76

1.41
0.60
1.05
0.09
1.66
0.37%

1.36%

Includes fees of $39 million in 2011. Non-accrual loans are included in the average loan balance; the associated income, recognized on the cash basis, is included
in interest.

(b) The tax equivalent adjustment was $27 million in 2011, and is based on the applicable tax rate (35%).
(c)

Includes the Cayman Islands branch office.

12 BNY Mellon

Results of Operations (continued)

Average balances and interest rates (continued)

(dollar amounts in millions, presented on an FTE basis)
Assets
Interest-earning assets:

Interest-bearing deposits with banks (primarily foreign banks)
Interest-bearing deposits held at the Federal Reserve and other central banks
Other short-term investments – U.S. Government-backed commercial paper
Federal funds sold and securities purchased under resale agreements
Margin loans
Non-margin loans:

Domestic offices:
Consumer
Commercial
Foreign offices

Total non-margin loans

Securities:

U.S. Government obligations
U.S. Government agency obligations
State and political subdivisions – tax exempt
Other securities:

Domestic offices
Foreign offices

Total other securities

Trading securities

Domestic offices
Foreign offices

Total trading securities

Total securities

Total interest-earning assets

Allowance for loan losses
Cash due from banks
Other assets
Assets of discontinued operations
Assets of consolidated investment management funds

Total assets

Liabilities
Interest-bearing liabilities:

Interest-bearing deposits – domestic offices:
Money market rate accounts (d)
Savings
Certificates of deposit of $100,000 & over
Other time deposits (d)

Total domestic

Interest-bearing deposits – foreign offices:

Banks
Government and official institutions
Other

Total foreign

Total interest-bearing deposits

Federal funds purchased and securities sold under repurchase agreements
Trading liabilities
Other borrowed funds:
Domestic offices
Foreign offices

Total other borrowed funds

Borrowings from the Federal Reserve related to ABCP
Payables to customers and broker-dealers
Long-term debt

Total interest-bearing liabilities

Total noninterest-bearing deposits
Other liabilities
Liabilities of discontinued operations
Liabilities and obligations of consolidated investment management funds

Total liabilities

Equity
Noncontrolling interests
The Bank of New York Mellon Corporation shareholders’ equity
Total liabilities, temporary equity and permanent equity

Net interest margin
Percentage of assets attributable to foreign offices (e)
Percentage of liabilities attributable to foreign offices
(a)

Average
balance

$ 56,679
14,253
-
4,660
5,900

5,485
15,286
9,633
30,404

7,857
20,140
627

14,683
14,906
29,589

2,568
115
2,683
60,896
$172,792
(522)
3,832
47,979

404 (c)

13,355
$237,840

4,463
1,396
368
26,649
32,876

5,401
1,423
64,529
71,353
104,229
5,356
1,630

1,386
677
2,063
-
6,439
16,673
$136,390
35,208
21,768

404 (c)

12,218
205,988

752
31,100
$237,840

43%
36

2009

Interest

$ 684
43
9
31
69

Average
rates

1.22%
0.36
2.95
0.97
1.59

262
362
250
874 (a)

50
592
47

828
248
1,076

4.83
2.41
2.15
2.72

1.54
3.70
6.92

4.05
2.28
3.43

50
1
51
1,816
$3,526 (b)

2.57
1.40
2.54
3.41
2.19%

12
2
8
35
57

13
1
101
115
172
-
22

15
5
20
7
6
366
$ 593

0.45%
0.17
0.85
0.17
0.22

0.26
0.10
0.15
0.16
0.17
-
1.76

1.53
0.85
1.27
2.25
0.12
2.17
0.47%

2010

Interest

$ 491
49
-
64
88

Average
rates

Average
balance

0.87%
0.34
-
1.37
1.50

$ 55,797
11,938
317
3,238
4,340

231
356
151
738 (a)

119
674
41

981
173
1,154

4.21
2.33
1.57
2.43

1.50
3.34
6.48

6.68
1.16
3.90

71
-
71
2,059
$3,489 (b)

2.79
0.26
2.68
3.38
2.02%

20
4
-
25
49

18
1
63
82
131
43
41

21
3
24
-
6
300
$ 545

0.46%
0.26
0.17
0.09
0.15

0.33
0.05
0.10
0.12
0.13
0.80
2.50

1.57
0.39
1.18
-
0.09
1.80
0.40%

5,420
15,056
11,608
32,084

3,218
16,019
680

20,419
10,912
31,331

1,934
59
1,993
53,241
$160,955
(420)
3,638
45,766
2,188 (c)
-
$212,127

2,603
1,136
961
20,938
25,638

5,182
866
66,520
72,568
98,206
2,695
1,283

981
593
1,574
317
5,263
16,893
$126,231
36,446
18,760
2,188 (c)
-
183,625

26
28,476
$212,127

1.70%

1.82%

37%
34

Includes fees of $46 million in 2010 and $43 million in 2009. Non-accrual loans are included in the average loan balance; the associated income, recognized on
the cash basis, is included in interest.

(b) The tax equivalent adjustment was $19 million in 2010 and $18 million in 2009, and is based on the applicable tax rate (35%).
(c) Average balances and rates are impacted by allocations made to match assets of discontinued operations with liabilities of discontinued operations.
(d)
(e)

In 2011, certain money market rate accounts were reclassified to other time deposits. All prior periods have been restated.
Includes the Cayman Islands branch office.

BNY Mellon

Results of Operations (continued)

Noninterest expense

(dollars in millions)

Staff:

Compensation
Incentives
Employee benefits

Total staff

Professional, legal and other purchased services
Net occupancy
Software
Distribution and servicing
Furniture and equipment
Sub-custodian
Business development
Other

Subtotal

Amortization of intangible assets
Restructuring charges
Merger and integration (“M&I”) expenses

Total noninterest expense

Total staff expense as a percentage of total revenue
Full-time employees at period end

2011

2010

2009

$ 3,567
1,262
897

5,726
1,217
624
485
416
330
298
261
1,147

10,504
428
89
91

$ 3,237
1,193
785

$ 2,985
996
719

5,215
1,099
588
410
377
315
247
271
1,060

9,582
421
28
139

4,700
1,017
564
367
393
309
203
214
954

8,721
426
150
233

2011
vs.
2010

10%
6
14

10
11
6
18
10
5
21
(4)
8

10
2
218
(35)

$11,112

$10,170

$ 9,530

39%

48,700

38%

48,000

61% (a)

42,200

2010
vs.
2009

8%
20
9

11
8
4
12
(4)
2
22
27
11

10
(1)
(81)
(40)

14%

(a) Excluding investment securities gains (losses), total staff expense as a percentage of total revenue (Non-GAAP) was 36% in 2009.

Total noninterest expense increased $942 million, or
9%, compared with 2010 primarily reflecting the full-
year impact of the Acquisitions, which impacted
nearly all expense categories and accounted for nearly
50% of the increase year-over-year. The increase in
noninterest expense also reflects higher staff expense,
volume-related expenses and software expense, as
well as higher professional, legal and other purchased
services.

Staff expense

Given our mix of fee-based businesses, which are
staffed with high-quality professionals, staff expense
comprised 55% of total noninterest expense in 2011
and 54% in 2010, excluding amortization of intangible
assets, restructuring charges and M&I expenses.

Staff expense is comprised of:

–

compensation expense, which includes:
salary expense, primarily driven by
–
headcount;
the cost of temporary services and overtime;
and
severance expense;

–
incentive expense, which includes:
–

additional compensation earned under a wide
range of sales commission and incentive

14 BNY Mellon

plans designed to reward a combination of
individual, business unit and corporate
performance goals; as well as,
–
stock-based compensation expense; and
employee benefit expense, primarily medical
benefits, payroll taxes, pension and other
retirement benefits.

The increase in staff expense compared with 2010
primarily reflects:

Š
Š

Š
Š
Š

the full-year impact of the Acquisitions;
the annual employee merit increase effective in
the second quarter of 2011;
higher pension expense;
higher incentives; and
a $22 million charge as a result of a change in
executive management.

Non-staff expense

Non-staff expense includes certain expenses that vary
with the levels of business activity and levels of
expensed business investments, fixed infrastructure
costs and expenses associated with corporate activities
related to technology, compliance, legal, litigation,
productivity initiatives and business development.

Results of Operations (continued)

Non-staff expense, excluding amortization of
intangible assets, restructuring charges and M&I
expenses, totaled $4.8 billion in 2011 compared with
$4.4 billion in 2010. The increase primarily reflects:

We expect the effective tax rate to be approximately
29-30% in the first quarter of 2012.

Review of businesses

Š
Š
Š

the full-year impact of the Acquisitions;
higher volume-related expenses;
higher software expense resulting from new
assets placed into service; and,
higher legal costs.

These increases were partially offset by state
investment tax credits received in 2011.

Pre-tax restructuring charges of $89 million in 2011
primarily related to efficiency initiatives to transform
operations, technology and corporate services. The
efficiency initiatives are expected to produce
annualized pre-tax savings of $240 – $260 million in
2012. For additional information on restructuring
charges, see Note 12 of the Notes to Consolidated
Financial Statements.

In 2011, we incurred $91 million of M&I expenses
primarily related to the integration of the Acquisitions.

The financial services industry has seen a continuing
increase in the level of litigation activity. As a result,
we anticipate our legal and litigation costs to continue
at elevated levels. For additional information on
litigation matters, see Note 24 of the Notes to
Consolidated Financial Statements.

2010 compared with 2009

Total noninterest expense was $10.2 billion in 2010,
an increase of $0.6 billion or 7% compared with 2009.
The increase primarily reflects the impact of the
Acquisitions and the full-year impact of the Insight
acquisition, both of which impacted nearly all expense
categories and higher litigation expense. Noninterest
expense in 2010 also included M&I expenses of $139
million related to the Acquisitions and the 2007
Merger.

Income taxes

BNY Mellon recorded an income tax provision of
$1.0 billion (29.0% effective tax rate) in 2011
compared with an income tax provision, on a
continuing operations basis, of $1.0 billion (28.3%
effective tax rate) in 2010 and an income tax benefit,
on a continuing operations basis, of $1.4 billion
(63.2% effective tax rate) in 2009. Excluding the
impact of investment securities losses, M&I expenses,
restructuring charges and benefits from discrete tax
items, the effective tax rate for 2009 was 29.7%.

We have an internal information system that produces
performance data along product and service lines for
our two principal businesses and the Other segment.

Organization of our business

In the first quarter of 2011, BNY Mellon realigned its
internal reporting structure and business presentation
to focus on its two principal businesses, Investment
Management and Investment Services. See “General –
Organization of our business” for additional
information. All prior periods presented in this Annual
Report are presented accordingly.

Also in the first quarter of 2011, we revised the net
interest revenue for our businesses to reflect a new
approach which adjusts our transfer pricing
methodology to better reflect the value of certain
domestic deposits. All prior period business results
have been restated to reflect this revision. This
revision did not impact the consolidated results.

For information on the accounting principles of our
businesses, the primary types of revenue generated by
each business and how our businesses are presented
and analyzed, see Note 26 of the Notes to
Consolidated Financial Statements.

Information on our businesses is reported on a
continuing operations basis for 2010 and 2009. See
Note 4 to the Notes to Consolidated Financial
Statements for a discussion of discontinued
operations.

The results of our businesses may be influenced by
client activities that vary by quarter. In the second
quarter, we typically experience an increase in
securities lending fees due to an increase in demand to
borrow securities outside of the United States. In the
third quarter, depositary receipts revenue is typically
higher due to an increased level of client dividend
payments paid in the quarter. Also in the third quarter,
volume-related fees may decline due to reduced client
activity. In our Investment Management business,
performance fees are typically higher in the fourth
quarter, as the fourth quarter represents the end of the
measurement period for many of the performance fee
eligible relationships.

The results of our businesses in 2011 were driven by
the following factors. The Investment Management
business benefited from higher average equity markets
and net new business partially offset by higher money

BNY Mellon

Results of Operations (continued)

market fee waivers and lower performance fees.
Results in the Investment Services business benefited
from the full-year impact of the Acquisitions, net new
business, higher Depositary Receipts revenue, the
pre-tax gain on the sale of the Shareowner Services
business and an increased level of secured loans,
partially offset by lower foreign exchange fee
revenue, higher money market fee waivers and lower
trading volumes. NYSE and NASDAQ share volumes
decreased 10% in 2011 compared with 2010.

Net securities gains (losses) and restructuring charges
are recorded in the Other segment. In addition, M&I
expenses are a corporate level item and are therefore
recorded in the Other segment.

Net interest revenue was impacted by growth in client
deposits and loans, partially offset by lower spreads
resulting from the continued impact of the low interest
rate environment.

Noninterest expense increased compared to 2010
reflecting the full-year impact of the Acquisitions,
restructuring charges related to efficiency initiatives to
transform operations, technology and corporate
services, higher volume-related expenses and higher
software costs.

The following table presents the value of certain
market indices at period end and on an average basis.

Market indices

S&P 500 Index (a)
S&P 500 Index – daily average
FTSE 100 Index (a)
FTSE 100 Index – daily average
Barclay’s Capital Aggregate Bondsm Index (a)
MSCI Emerging Markets (EM) IMI Index (a)
NYSE and NASDAQ Share Volume (in billions)

(a) Period end.

2011

1258
1268
5572
5682
347
904
893

2010

1258
1140
5900
5468
323
1151
997

2009

1115
948
5413
4568
301
981
1113

Increase/(Decrease)

2011 vs. 2010

2010 vs. 2009

11
(6)
4
7
(21)
(10)

13%
20
9
20
7
17
(10)

The period end S&P 500 Index at Dec. 31, 2011 was
unchanged versus Dec. 31, 2010. The period end
FTSE 100 Index decreased 6% at Dec. 31, 2011
versus Dec. 31, 2010. On a daily average basis, the
S&P 500 Index increased 11% and the FTSE 100
Index increased 4% in 2011 versus 2010.

Fee revenue in Investment Management, and to a
lesser extent Investment Services, is impacted by the
value of market indices. At Dec. 31, 2011, using the
S&P 500 Index as a proxy for the global equity

markets, we estimate that a 100-point change in the
value of the S&P 500 Index, sustained for one year,
would impact fee revenue by approximately 1% and
fully diluted earnings per common share by $0.03 to
$0.05. If global equity markets over- or under-perform
the S&P 500 Index, the impact to fee revenue and
earnings per share could be different.

The following consolidating schedules show the
contribution of our businesses to our overall
profitability.

For the year ended Dec. 31, 2011
(dollar amounts in millions)

Fee and other revenue
Net interest revenue

Total revenue
Provision for credit losses
Noninterest expense

Income (loss) before taxes

Pre-tax operating margin (b)
Average assets

Excluding amortization of intangible assets:

Noninterest expense
Income (loss) before taxes
Pre-tax operating margin (b)

Investment
Management

Investment
Services

Other

Consolidated

$ 3,264 (a) $
206

7,957
2,635

3,470
1
2,746

10,592
-
7,478

475
143

618
-
888

$ 11,696 (a)
2,984

14,680
1
11,112

723 (a) $

3,114

$ (270)

3,567 (a)

21%

$37,043

29% N/M
$46,648

$207,454

24%

$291,145

$ 2,532
937
27%

7,266
3,326

886
(268)
31% N/M

$ 10,684

3,995 (a)
27%

(a) Total fee and other revenue includes income from consolidated investment management funds of $200 million, net of noncontrolling
interests of $50 million, for a net impact of $150 million. Income before taxes includes noncontrolling interests of $50 million.
Income before taxes divided by total revenue.

(b)

16 BNY Mellon

Results of Operations (continued)

For the year ended Dec. 31, 2010

(dollar amounts in millions)

Fee and other revenue
Net interest revenue

Total revenue
Provision for credit losses
Noninterest expense

Income (loss) before taxes

Pre-tax operating margin (b)
Average assets

Excluding amortization of intangible assets:

Noninterest expense
Income (loss) before taxes
Pre-tax operating margin (b)

Investment
Management

Investment
Services

Other

$ 3,234 (a) $
205

3,439
3
2,693

7,179
2,448

9,627
-
6,515

478
272

750
8
962

Total
continuing
operations

$ 10,891 (a)
2,925

13,816
11
10,170

743 (a) $

3,112

$ (220)

3,635 (a)

22%

32%

$35,411

$161,605

N/M
$40,420

26%

$237,436 (c)

$ 2,456
980

6,333
3,294

28%

34%

960
(218)
N/M

9,749
4,056 (a)
29%

(a) Total fee and other revenue includes income from consolidated investment management funds of $226 million, net of noncontrolling
interests of $59 million, for a net impact of $167 million. Income before taxes includes noncontrolling interests of $59 million.
Income before taxes divided by total revenue.
Including average assets of discontinued operations of $404 million in 2010, consolidated average assets were $237,840 million.

(b)
(c)

For the year ended Dec. 31, 2009

(dollar amounts in millions)

Fee and other revenue
Net interest revenue

Total revenue
Provision for credit losses
Noninterest expense

Income (loss) before taxes

Pre-tax operating margin (a)
Average assets

Excluding amortization of intangible assets:

Noninterest expense
Income (loss) before taxes
Pre-tax operating margin (a)

Investment
Management

Investment
Services

Other

Total
continuing
operations

$ 2,825
242

3,067
1
2,499

6,887
2,349

9,236
-
5,901

$ (4,973)
324

(4,649)
331
1,130

4,739
2,915

7,654
332
9,530

567

3,335

$ (6,110)

$ (2,208)

18%

36%

$21,840

$151,001

N/M
$37,098

N/M
$209,939 (b)

$ 2,235
831

5,740
3,496

27%

38%

$ 1,129
(6,109)
N/M

9,104
(1,782)
N/M

(a)
(b)

Income before taxes divided by total revenue.
Including average assets of discontinued operations of $2,188 million in 2009, consolidated average assets were $212,127 million.

BNY Mellon

Results of Operations (continued)

Investment Management business

(dollar amounts in millions,
unless otherwise noted)

Revenue:

Investment management and performance fees:

Mutual funds
Institutional clients
Wealth management
Performance fees

Total investment management and performance fees

Distribution and servicing
Other (a)

Total fee and other revenue (a)

Net interest revenue

Total revenue

Provision for credit losses
Noninterest expense (ex. amortization of intangible assets)

Income before taxes (ex. amortization of intangible assets)

Amortization of intangible assets

Income before taxes

Pre-tax operating margin
Pre-tax operating margin (ex. amortization of intangible assets and net of distribution

and servicing expense) (b)

Wealth management:

Average loans
Average deposits

2011

2010

2009

2011
vs.
2010

2010
vs.
2009

$ 1,073
1,248
638
93

$1,066
1,141
623
123

$1,098
847
596
93

3,052
181
31

3,264
206

3,470
1
2,532

937
214

723

2,953
201
80

3,234
205

3,439
3
2,456

980
237

2,634
279
(88)

2,825
242

3,067
1
2,235

831
264

1% (3)%
9
2
(24)

35
5
32

3
12
(10)
(28)
(61) N/M

1
-

14
(15)

12
N/M N/M
10

(4)
(10)

18
(10)

$ 743

$ 567

(3)% 31%

21%

22%

18%

31%

32%

31%

$ 6,970
$10,113

$6,461
$8,240

$5,821
$6,788

8% 11%
23% 21%

(a) Total fee and other revenue includes the impact of the consolidated investment management funds. See “Supplemental Information”

beginning on page 66. Additionally, other revenue includes asset servicing, clearing services and treasury services revenue.

(b) Distribution and servicing expense is netted with the distribution and servicing revenue for the purpose of this calculation of pre-tax

operating margin. Distribution and servicing expense totaled $412 million, $376 million and $393 million, respectively.

AUM trends (a)
(in billions)

AUM at period end, by product type:
Equity securities
Money market
Fixed income securities
Alternative investments and overlay

Total AUM

AUM at period end, by client type:
Institutional
Mutual funds
Private client

Total AUM

Changes in market value of AUM in the Investment Management business:
Beginning balance market value of AUM
Net inflows (outflows):

Long-term
Money market

Total net inflows (outflows)

Net market/currency impact
Acquisitions/divestitures

Ending balance market value of AUM

(a) Excludes securities lending cash management assets.

18 BNY Mellon

2011

2010

2009

2008

2007

$ 390
328
437
105

$1,260

$ 757
427
76

$1,260

$ 379
332
342
119

$1,172

$ 639
454
79

$1,172

$ 337
357
302
119

$1,115

$ 611
416
88

$1,115

$ 270
402
168
88

$ 928

$ 445
400
83

$ 928

$ 460
296
218
147

$1,121

$ 671
349
101

$1,121

$1,172

$1,115

$ 928

$1,121

$ 142

83
(14)

69
19
-

48
(18)

30
27
-

(6)
(49)

(55)
95
147

(43)
92

49
(235)
(7)

(15)
70

55
(5)
929

$1,260

$1,172

$1,115

$ 928

$1,121

Results of Operations (continued)

Business description

Our Investment Management business is comprised of
our affiliated investment management boutiques and
wealth management business.

Our Investment Management business is responsible,
through various subsidiaries, for U.S. and non-U.S.
retail, intermediary and institutional investment
management, distribution and related services. The
investment management boutiques offer a broad range
of equity, fixed income, cash and alternative/overlay
products. In addition to the investment subsidiaries,
this business includes BNY Mellon Asset
Management International, which is responsible for
the investment management and distribution of
non-U.S. products, and the Dreyfus Corporation and
its affiliates, which are responsible for U.S.
investment management and distribution of retail
mutual funds, separate accounts and annuities. We are
one of the world’s largest asset managers with a
top-10 position in both the United States and Europe
and 11th position globally.

Through BNY Mellon Wealth Management, we offer
a full array of investment management, wealth and
estate planning and private banking solutions to help
clients protect, grow and transfer their wealth through
an extensive network of offices in the U.S., Canada,
UK and Asia. Clients include high-net-worth
individuals and families, charitable gift programs,
endowments and foundations and related entities.
BNY Mellon Wealth Management is ranked as the
nation’s seventh largest wealth manager and third
largest private bank.

The results of the Investment Management business
are driven by the period-end, average level and mix of
assets managed and the level of activity in client
accounts. The overall level of AUM for a given period
is determined by:

Š
Š

the beginning level of AUM;
the net flows of new assets during the period
resulting from new business wins and existing
client enrichments, reduced by the loss of clients
and withdrawals; and
the impact of market price appreciation or
depreciation, the impact of any acquisitions or
divestitures and foreign exchange rates.

The mix of AUM is determined principally by client
asset allocation decisions among equities, fixed
income, alternative investments and overlay, and
money market products.

Managed equity assets typically generate higher
percentage fees than money market and fixed-income
assets. Also, actively managed assets typically
generate higher management fees than indexed or
passively managed assets of the same type.

Management fees are typically subject to fee
schedules based on the overall level of assets managed
for a single client or by individual asset class and
style. This is most prevalent for institutional assets
where amounts we manage for individual clients are
typically large.

A key driver of organic growth in investment
management and performance fees is the amount of
net new AUM flows. Overall market conditions are
also key drivers, with a significant long-term
economic driver being the growth of global financial
assets.

Performance fees are generally calculated as a
percentage of a portfolio’s performance in excess of a
benchmark index or a peer group’s performance.

Results for this business are also impacted by sales of
fee-based products. Net interest revenue is determined
by loan and deposit volumes and the interest rate
spread between customer rates and internal funds
transfer rates on loans and deposits. Expenses in this
business are mainly driven by staffing costs,
incentives and distribution and servicing expense.

Review of financial results

Investment management and performance fees are
dependent on the overall level and mix of AUM and
the management fees expressed in basis points (one-
hundredth of one percent) charged for managing those
assets. Assets under management were $1.26 trillion
at Dec. 31, 2011 compared with $1.17 trillion at
Dec. 31, 2010, an increase of 8%. The increase
primarily reflects net new business and higher market
values, offset in part by short-term outflows.

Net long-term inflows were $83 billion and benefited
from strength in fixed income and equity-indexed
products. Net short-term outflows were $14 billion in
2011.

Revenue generated in the Investment Management
business includes 42% from non-U.S. sources in 2011
compared with 40% in 2010.

In 2011, Investment Management had pre-tax income
of $723 million compared with $743 million in 2010.

BNY Mellon

Results of Operations (continued)

Excluding amortization of intangible assets, pre-tax
income was $937 million in 2011 compared with $980
million in 2010. Investment Management results for
2011 reflect the impact of net new business in the
investment management boutiques and the wealth
management business, the adverse impact of the low
interest rate environment, and lower performance fees.

Net interest revenue was $206 million in 2011,
compared with $205 million in 2010. The increase
primarily resulted from higher average deposits and
loans, largely offset by the impact of low interest
rates. Average deposits increased 23% in 2011
compared with 2010 while average loans increased
8% in 2011 compared with 2010.

Investment management and performance fees in the
Investment Management business were $3.1 billion in
2011 compared with $3.0 billion in 2010. The
increase was driven by net new business and higher
average equity markets, largely offset by higher
money market fee waivers and lower non-U.S.
markets and performance fees.

In 2011, 35% of investment management and
performance fees were generated from managed
mutual fund fees. These fees are based on the daily
average net assets of each fund and the management
fee paid by that fund. Managed mutual fund fee
revenue was $1.1 billion in both 2011 and 2010.
Managed mutual fund fees were impacted by net new
business and higher average equity markets in the
U.S., primarily offset by higher money market fee
waivers.

Distribution and servicing fees were $181 million in
2011 compared with $201 million in 2010. The
decrease primarily reflects higher money market fee
waivers.

Other fee revenue was $31 million in 2011 compared
with $80 million in 2010. The decrease primarily
resulted from a $30 million write-down of an equity
investment, mark-to-market seed capital losses and
lower securities gains.

Noninterest expense excluding amortization of
intangible assets was $2.53 billion in 2011 and $2.46
billion in 2010. The increase was primarily driven by
higher distribution and servicing and staff expenses,
primarily resulting from net new business.

2010 compared with 2009

Income before taxes was $743 million in 2010,
compared with $567 million in 2009. Income before
taxes excluding amortization of intangible assets and
support agreement charges was $980 million in 2010
compared with $831 million in 2009. Fee and other
revenue increased $409 million, primarily reflecting
improved market values, the full-year impact of the
Insight acquisition, higher performance fees, net new
business and a higher value of seed capital
investments. Investment management results also
include $12 million of securities gains in 2010 and
$76 million of securities losses in 2009. The increase
in fee and other revenue was partially offset by higher
fee waivers and short-term outflows. Noninterest
expense (excluding amortization of intangible assets)
increased $221 million in 2010 compared with 2009
primarily due to higher incentives expense resulting
from an increase in performance fees, as well as the
impact of adjusting compensation to market levels,
and the full-year impact of the Insight acquisition.

20 BNY Mellon

Results of Operations (continued)

Investment Services business

(dollar amounts in millions,
unless otherwise noted)

Revenue:

Investment services fees:
Asset servicing
Issuer services
Clearing services
Treasury services

Total investment services fees

Foreign exchange and other trading revenue
Other (a)

Total fee and other revenue (a)

Net interest revenue

Total revenue

Noninterest expense (ex. amortization of intangible assets)

Income before taxes (ex. amortization of intangible assets)
Amortization of intangible assets

2011

2010

2009

2011
vs.
2010

2010
vs.
2009

3,586
1,446
1,149
532

6,713
840
404

7,957
2,635

10,592
7,266

3,326
212

2,954
1,460
993
526

5,933
882
364

7,179
2,448

9,627
6,333

3,294
182

2,461
1,463
948
515

5,387
1,059
441

6,887
2,349

9,236
5,740

3,496
161

21%
(1)
16
1

13
(5)
11

11
8

10
15

1
16

20%
-
5
2

10
(17)
(17)

4
4

4
10

(6)
13

Income before taxes

3,114

3,112

3,335

(7)%

Pre-tax operating margin
Pre-tax operating margin (ex. amortization of intangible assets)
Investment services fees as a percentage of noninterest expense (b)

29%
31%
95%

32%
34%
94%

36%
38%
93%

Securities lending revenue

Metrics:
Average loans
Average deposits

Asset servicing:
New business wins (AUC) (in billions)

Corporate Trust:
Total debt serviced (in trillions)
Number of deals administered

Depositary Receipts:
Number of sponsored programs

Clearing services:
DARTS volume (in thousands)
Average active clearing accounts (in thousands)
Average long-term mutual fund assets (U.S. platform) (in millions)
Average margin loans (in millions)

Broker-Dealer:
Average collateral management balances (in billions)

Treasury services:
Global payments transaction volume (in thousands)

146

107

222

36% (52)%

$ 23,298
168,115

$ 17,096
127,066

$ 13,754
120,494

36%
32

24%
5

1,219

1,450

1,197

11.8
133,850

12.0
138,067

12.0
142,442

(2)%
(3)%

-%
(3)%

1,389

1,359

1,330

197.5
5,427
$292,252
7,347
$

183.3
4,901
$240,396
5,891
$

223.0
4,995
$190,524
4,326
$

8% (18)%
11%
(2)%
22%
26%
25%
36%

1,865

1,647

1,559

13%

43,649

42,733

42,252

(a) Total fee and other revenue includes investment management fees and distribution and servicing revenue.
(b) Noninterest expense excludes amortization of intangible assets, support agreement charges and litigation expense.

Assets under custody and administration trend

Market value of AUC at period end (in trillions) (a)
Market value of securities on loan at period end (in billions) (b)

2011

$25.8
$ 269

2010

$25.0
$ 278

2009

$22.3
$ 247

2008

$20.2
$ 326

2007

$23.1
$ 633

(a)

Includes the assets under custody or administration of CIBC Mellon Global Securities Services Company, a joint venture with the
Canadian Imperial Bank of Commerce, of $1.1 trillion at both Dec. 31, 2011 and Dec. 31, 2010, $905 billion at Dec. 31, 2009, $697
billion at Dec. 31, 2008, and $989 billion at Dec. 31, 2007.

(b) Represents the total amount of securities on loan, both cash and non-cash, managed by the Investment Services business.

BNY Mellon

Results of Operations (continued)

Business description

Our Investment Services business provides global
custody and related services, broker-dealer services,
alternative investment services, corporate trust and
depositary receipt, as well as clearing services and
global payment/working capital solutions to
institutional clients.

Our comprehensive suite of financial solutions
includes: global custody, global fund services,
securities lending, investment manager outsourcing,
performance and risk analytics, alternative investment
services, securities clearance, collateral management,
corporate trust, American and global depositary
receipt programs, cash management solutions,
payment services, liquidity services and other
revenues, principally foreign exchange, global
clearing and execution, managed account services and
global prime brokerage solutions. Our clients include
corporations, public funds and government agencies,
foundations and endowments; global financial
institutions including banks, broker-dealers, asset
managers, insurance companies and central banks;
financial intermediaries and independent registered
investment advisors and hedge fund managers. We
help our clients service their financial assets through a
network of offices and operations centers in 36
countries across six continents.

The results of this business are driven by a number of
factors which include: the level of transaction activity;
the range of services provided, including custody,
accounting, fund administration, daily valuations,
performance measurement and risk analytics,
securities lending, and investment manager back-
office outsourcing; and the market value of assets
under administration and custody. Market interest
rates impact both securities lending revenue and the
earnings on client deposit balances. Business expenses
are driven by staff, technology investment, equipment
and space required to support the services provided by
the business and the cost of execution and clearance
and custody of securities.

We are one of the leading global securities servicing
providers with a total of $25.8 trillion of assets under
custody and administration at Dec. 31, 2011.

We are the largest custodian for U.S. corporate and
public pension plans and we service 44% of the top 50
endowments. We are a leading custodian in the UK
and service 25% of UK pensions. European asset
servicing continues to grow across all products,
reflecting significant cross-border investment and
capital flows.

22 BNY Mellon

We are one of the largest providers of fund services in
the world, servicing over $6.5 trillion in assets. We
are the third largest fund administrator in the
alternative investment services industry and service
44% of the funds in the U.S. exchange-traded funds
marketplace.

BNY Mellon is a leader in both global securities and
U.S. Government securities clearance. We clear and
settle equity and fixed income transactions in over 100
markets and handle most of the transactions cleared
through the Federal Reserve Bank of New York for 17
of the 21 primary dealers. We are an industry leader in
collateral management, servicing $1.8 trillion as a
clearing bank in tri-party balances worldwide at
Dec. 31, 2011.

In connection with our role as a clearing and custody
bank for the tri-party repurchase (“repo”) transaction
market, we work with dealers who use repos to
finance their securities by selling them to
counterparties, agreeing to buy them back at a later
date. In tri-party repos, a clearing and custody bank
such as The Bank of New York Mellon acts as the
intermediary between a dealer and its counterparty in
settling the transaction and providing mark-to-market
and other services.

In securities lending, we are one of the largest lenders
of U.S. Treasury securities and depositary receipts and
service a lending pool of more than $3.0 trillion in 31
markets. We are one of the largest global providers of
performance and risk analytics, with $9.7 trillion in
assets under measurement.

BNY Mellon is the leading provider of corporate trust
services for all major conventional and structured
finance debt categories, and a leading provider of
specialty services. We service $11.8 trillion in
outstanding debt from 61 locations in 20 countries.

We serve as depositary for 1,389 sponsored American
and global depositary receipt programs at Dec. 31,
2011, acting in partnership with leading companies
from 65 countries – a 62% global market share.

With a network of more than 2,000 correspondent
financial institutions, we help clients in their efforts to
optimize cash flow, manage liquidity and make
payments more efficiently around the world in more
than 100 currencies. We are the fourth largest Fedwire
and CHIPS payment processor, processing about
170,000 global payments daily totaling an average of
$1.5 trillion.

Pershing, our clearing service, takes a consultative
approach, working with more than 1,500 financial

Results of Operations (continued)

organizations and 100,000 investment professionals
who collectively represent more than five and a half
million individual and institutional investors by
delivering dependable operational support; robust
trading services; flexible technology; an expansive
array of investment solutions, including managed
accounts, mutual funds and cash management;
practice management support and service excellence.

Sale of Shareowner Services

On Dec. 31, 2011, BNY Mellon sold its Shareowner
Services business. See “Key 2011 events” for
additional information.

Role of BNY Mellon, as a trustee, for mortgage-
backed securitizations

BNY Mellon acts as trustee and document custodian
for certain mortgage-backed security (“MBS”)
securitization trusts. The role of trustee for MBS
securitizations is limited; our primary role as trustee is
to calculate and distribute monthly bond payments to
bondholders. As a document custodian, we hold the
mortgage, note, and related documents provided to us
by the loan originator or seller and provide periodic
reporting to these parties. BNY Mellon, either as
document custodian or trustee, does not receive
mortgage underwriting files (the files that contain
information related to the creditworthiness of the
borrower). As trustee or custodian, we have no
responsibility or liability for the quality of the
portfolio; we are liable only for performance of the
limited duties as described above and set forth in the
trust document. BNY Mellon is indemnified by the
servicers or directly from trust assets under the
governing agreements. BNY Mellon may appear as
the named plaintiff in legal actions brought by
servicers in foreclosure and other related proceedings
because the trustee is the nominee owner of the
mortgage loans within the trusts.

Review of financial results

Assets under custody and administration at Dec. 31,
2011 were $25.8 trillion, an increase of 3% from
$25.0 trillion at Dec. 31, 2010. The increase was
driven by net new business. Equity securities
constituted 33% and fixed-income securities
constituted 67% of the assets under custody and
administration at Dec. 31, 2011, compared with 32%
equity securities and 68% fixed income securities at
Dec. 31, 2010. Assets under custody and
administration at Dec. 31, 2011 consisted of assets
related to custody, mutual funds and corporate trust

businesses of $20.5 trillion, broker-dealer service
assets of $3.4 trillion, and all other assets of $1.9
trillion.

Income before taxes was $3.1 billion in both 2011 and
2010. Income before taxes, excluding amortization of
intangible assets, was $3.3 billion in both 2011 and
2010. Investment Services results in 2011 were
primarily impacted by the full-year impact of the
Acquisitions, net new business, higher money market
fee waivers, as well as higher volume-driven expenses
and expense incurred to support business growth.

Revenue generated in the Investment Services
business includes 37% from non-U.S. sources in both
2011 and 2010.

Investment services fees increased $780 million, or
13%, in 2011 compared with 2010.

Š Asset servicing revenue (global custody, broker-

dealer services and alternative investment
services) was $3.6 billion in 2011 compared
with $3.0 billion in 2010. The increase was
primarily driven by the full-year impact of the
Acquisitions, higher market values of AUC, net
new business and higher securities lending
revenue due to wider spreads, partially offset by
lower volumes.
Issuer services revenue (Corporate Trust,
Depositary Receipts and Shareowner Services)
was $1.4 billion in 2011 compared with $1.5
billion in 2010. The decrease primarily resulted
from lower revenue in our Shareowner Services
and Corporate Trust businesses, primarily offset
by higher Depositary Receipts revenue driven by
higher corporate action fees and net new
business.

Š Clearing services revenue (Pershing) was $1.1
billion in 2011 compared with $1.0 billion in
2010. The increase reflects the full-year impact
of the GIS acquisition, net new business, growth
in mutual fund assets and positions and an 8%
increase in DARTS, partially offset by higher
money market fee waivers.

Foreign exchange and other trading revenue decreased
$42 million compared with 2010, primarily reflecting
lower volatility and spreads, partially offset by higher
volumes.

Net interest revenue increased $187 million compared
with 2010, primarily driven by higher average
customer deposits and loan levels, offset in part by
narrower spreads.

BNY Mellon

Results of Operations (continued)

Noninterest expense, excluding amortization of
intangible assets, increased $933 million compared
with 2010. The increase in expenses primarily resulted
from the full-year impact of the Acquisitions, higher
litigation and volume-driven expenses and increased
expenses in support of business growth.

2010 compared with 2009

Income before taxes was $3.1 billion in 2010,
compared with $3.3 billion in 2009. Income before
taxes, excluding amortization of intangible assets, was
$3.3 billion in 2010 compared with $3.5 billion in
2009. Fee and other revenue increased $292 million,
primarily due to the impact of the Acquisitions, higher
market values of AUC and net new business, partially
offset by lower foreign exchange trading volatility,
lower money market related distribution fees and
lower trading volumes. Net interest revenue increased
$99 million, primarily driven higher yields related to
restructured investment securities portfolio and
increased loan and deposit balances. Noninterest
expense, excluding amortization of intangible assets,
increased $593 million, primarily due to the impact of
the Acquisitions, higher volume-driven expenses and
expenses supporting business growth.

Other Segment

(dollars in millions)

2011

2010

2009

Revenue:

Fee and other revenue
Net interest revenue

475
143

618
-

478
272

750
8

$ (4,973)
324

(4,649)
331

Business description

The Other segment primarily includes:

Š
Š
Š

credit-related services;
the leasing portfolio;
corporate treasury activities, including our
investment securities portfolio;
our equity investment in Wing Hang Bank;
a 33.2% equity interest in ConvergEx; and
business exits and corporate overhead.

Revenue primarily reflects:

net interest revenue from the credit services and
lease financing portfolios;
interest income remaining after transfer pricing
allocations;
fee and other revenue from corporate and bank-
owned life insurance and credit-related financing
revenue; and
gains (losses) associated with the valuation of
investment securities and other assets.

Expenses include:

Š M&I expenses;
Š
Š

restructuring charges;
direct expenses supporting credit-related
services, leasing, investing and funding
activities; and
certain corporate overhead not directly
attributable to the operations of other businesses.

Equity stake in ConvergEx Group

706

793

746

On Dec. 23, 2011, the previously-announced
agreement to sell a majority of our equity stake in
ConvergEx Group was terminated.

(88)

(51)

(5,726)

2
89
91

2
28
139

1
150
233

$ (270)

$ (220)

$ (6,110)

$46,648
$ 4,451

$40,420
$ 4,132

$37,098
$ 7,370

Review of financial results

Income before taxes was a loss of $270 million in
2011 compared with a loss of $220 million in 2010.

Total fee and other revenue decreased $3 million in
2011 compared with 2010. The decrease primarily
reflects lower leasing gains, financing related fees,
private equity investment gains and the impact of
wider credit spreads on the CVA in 2011, partially
offset by gains related to loans held-for-sale from a
previously divested bank subsidiary

Total revenue

Provision for credit losses
Noninterest expense (ex.

amortization of intangible
assets, restructuring
charges and M&I
expenses)

Income (loss) before taxes
(ex. amortization of
intangible assets,
restructuring charges
and M&I expenses)

Amortization of intangible

assets

Restructuring charges
M&I expenses

Income (loss) before

taxes

Average assets
Average deposits

24 BNY Mellon

Results of Operations (continued)

Net interest revenue decreased $129 million in 2011
compared with 2010, primarily reflecting a reduction
in the net interest margin resulting from the continued
impact of the low interest rate environment as well as
lower average loan and lease balances resulting from
our strategy to reduce targeted risk exposure.

Noninterest expense (excluding amortization of
intangible assets, restructuring charges and M&I
expenses) decreased $87 million in 2011 compared
with 2010. The decrease was driven by lower
litigation expense and the impact of state investment
tax credits in 2011.

2010 compared with 2009

Income before taxes was a loss of $220 million in
2010 compared with a loss of $6.1 billion in 2009.
Total fee and other revenue increased $5.5 billion,
primarily due to net securities losses related to the
restructured investment securities portfolio recorded
in 2009. Net interest revenue decreased $52 million,
primarily reflecting our strategy to reduce targeted
risk exposure. The provision for credit losses
decreased $323 million in 2010 reflecting a decline in
criticized assets and improvements in the insurance,
media and residential mortgage portfolios. Noninterest
expense excluding amortization of intangible assets,
restructuring charges and M&I expenses increased
$47 million in 2010 compared with 2009 as a result of
higher litigation expenses, partially offset by a special
FDIC assessment recorded in 2009, as well as lower
legal costs and consulting fees. M&I expenses related
to the Acquisitions and the 2007 Merger were $139
million in 2010 compared with $233 million in 2009,
primarily related to the 2007 Merger.

International operations

Our primary international activities consist of
securities services and global payment services in our
investment services business, and asset management
in our investment management business.

Our clients include some of the world’s largest asset
managers, insurance companies, corporations,
financial intermediaries, local authorities and pension
funds. Through our global network of offices, we have
developed a deep understanding of local requirements
and cultural needs and we pride ourselves in providing
dedicated service through our multilingual sales,
marketing and client service teams.

We conduct business through subsidiaries, branches,
and representative offices in 36 countries. We have

operational centers based in Brussels, Cork, Dublin,
Navan, Wexford, Luxembourg, Singapore, Wroclaw,
throughout the United Kingdom including London,
Manchester, Brentwood, Edinburgh and Poole, and
Chennai and Pune in India.

At Dec. 31, 2011, we had approximately 9,000
employees in Europe, the Middle East and Africa
(“EMEA”), approximately 8,000 employees in the
Asia-Pacific region (“APAC”) and approximately 700
employees in other global locations, primarily Brazil.

At Dec. 31, 2011, our cross-border assets under
custody and administration were $9.7 trillion
compared with $9.2 trillion at Dec. 31, 2010. This
increase was primarily driven by net new business.

In Europe, we maintain a significant presence in the
Undertakings for Collective Investment in
Transferable Securities Directives (“UCITS”)
servicing field. In Ireland, BNY Mellon is the largest
administrator of third-party assets and largest provider
of trustee services. In Luxembourg, BNY Mellon is a
top 10-ranked fund administrator. We provide global
clearance services in more than 100 markets and
service $1.8 trillion in daily tri-party balances
spanning 40 markets.

The acquisition of GIS and BAS in 2010 expanded
our investment services business worldwide. GIS
enhanced our managed account platform, performance
reporting capabilities and business intelligence tools
for broker-dealer and registered investment advisor
clients. BAS offers a full range of tailored solutions
for investment companies, financial institutions and
institutional investors in Germany.

We serve as the depositary for 1,389 sponsored
American and global depositary receipt programs,
acting in partnership with leading companies from 65
countries. As the world’s leading provider of
corporate trust and agency services, BNY Mellon
services $11.8 trillion in outstanding debt from 61
locations, in 20 countries, for clients including
governments and their agencies, multi-national
corporations, financial institutions and other entities
that access the global debt markets. We leverage our
global footprint and expertise to deliver customized
and market-driven solutions across a full range of debt
issuer and related investor services.

BNY Mellon Asset Management operates on a multi-
boutique model, bringing investors the skills of our
specialist boutique asset managers, which together
manage investments spanning virtually all asset
classes.

BNY Mellon

Results of Operations (continued)

We are one of the largest global asset managers,
ranking 11th in the institutional marketplace and are
the 8th largest asset manager active in Europe. We are
also a market leader in the field of liability-driven
investments.

At Dec. 31, 2011, our international operations
managed 38% of BNY Mellon’s AUM, compared
with 34% at Dec. 31, 2010. The increase primarily
resulted from net long-term inflows in fixed income
products and improved market values.

We process 170,000 global payments daily, totaling
an average of $1.5 trillion. With payment services
provided in more than 100 currencies through more
than 2,000 correspondent bank accounts worldwide,
we are a recognized leader in receivables and payables
processing.

We have over 50 years of experience providing trade
and cash services to financial institutions and central
banks outside of the U.S. In addition, we offer a broad
range of servicing and fiduciary products to financial
institutions, corporations and central banks depending
on the state of market development. In emerging
markets, we lead with global payments and issuer
services, introducing other products as the markets
mature. For more established markets, our focus is on
global, not local, investment services.

We are also a full-service global provider of foreign
exchange services, actively trading in over 80 of the
world’s currencies. We serve clients from ten trading
rooms in Europe, Asia and North America.

Our financial results, as well as our level of AUM and
AUC, are impacted by the translation of financial
results denominated in foreign currencies to the U.S.
dollar. We are primarily impacted by activities
denominated in the British pound and the Euro. If the
U.S. dollar depreciates against these currencies, the
translation impact is a higher level of fee revenue, net
interest revenue, noninterest expense and AUM and
AUC. Conversely, if the U.S. dollar appreciates, the
translated levels of fee revenue, net interest revenue,
noninterest expense and AUM and AUC will be
lower.

Foreign exchange rates for
one U.S. dollar

Spot rate (at Dec. 31):
British pound
Euro

Yearly average rate:

British pound
Euro

26 BNY Mellon

2011

2010

2009

$1.5448
1.2934

$1.5545
1.3373

$1.6154
1.4348

$1.6038
1.3921

$1.5457
1.3270

$1.5659
1.3946

International clients accounted for 37% of revenue in
2011 compared with 36% in 2010 and 53% in 2009.
Income from international operations was $1.5 billion
in 2011 compared with income from continuing
operations of $1.5 billion in 2010 and $1.1 billion in
2009.

In 2011, revenues from EMEA were $3.8 billion,
compared with $3.5 billion in 2010 and $2.8 billion in
2009. Revenues from EMEA were up 8% for 2011
compared to 2010. The increase in 2011 primarily
reflects the full-year impact of the Acquisitions,
higher market values and net new business, partially
offset by lower volumes, lower performance fees and
a write-down of an equity investment in the fourth
quarter of 2011. Investment Services generated 72%
and Investment Management generated 28% of
EMEA revenues. Income from continuing operations
from EMEA was $867 million in 2011 compared with
$916 million in 2010 and $667 million in 2009.

Revenues from APAC were $842 million in 2011
compared with $745 million in 2010 and $669 million
in 2009. Revenues from APAC were up 13% for 2011
compared to 2010. The increase in 2011 primarily
resulted from higher net interest revenue and net new
business. Revenue from APAC in 2011 was generated
by Investment Services 67% and Investment
Management 27%. Income from continuing
operations from APAC was $325 million in 2011
compared with $295 million in 2010 and $222 million
in 2009.

Net income in EMEA reflects the same factors
affecting revenue, which were more than offset by
higher expenses, including higher risk expenses as
well as a credit loss incurred in the second quarter.
Net income in APAC was driven by the same factors
affecting revenue. For additional information
regarding our International operations, see Note 27 of
the Notes to Consolidated Financial Statements.

Exposure in Ireland, Italy, Spain and Portugal

The following table presents our on- and off-balance
sheet exposure in Ireland, Italy, Spain, and Portugal at
Dec. 31, 2011. We have provided expanded disclosure
on these countries as they have experienced particular
market focus on credit quality and are countries
experiencing economic concerns. Where appropriate,
we are offsetting the risk associated with the gross
exposure in these countries with collateral that has
been pledged, which primarily consists of cash or
marketable securities, or by transferring the risk to a
third-party guarantor in another country.

Results of Operations (continued)

BNY Mellon has a limited economic interest in the
performance of assets of consolidated investment
management funds, therefore they are excluded from
this presentation. The liabilities of consolidated
investment management funds represent the interest of
the note holders of the funds and are solely dependent
on the value of the assets. Any loss in the value of
assets of consolidated investment management funds
would be incurred by the fund’s note holders.

At Dec. 31, 2011, BNY Mellon had no exposure to
Greece and no sovereign exposure to the countries
disclosed below.

Our exposure to Ireland is principally related to Irish
domiciled investment funds. Servicing provided to
these funds and fund families may result in overdraft
exposure.

See “Risk management” for additional information on
how our exposures are managed.

Exposure in the table below reflects the country of operations and risk of the immediate counterparty.

On- and off-balance sheet exposure at Dec. 31, 2011
(in millions)

On-balance sheet exposure
Gross:

Interest-bearing deposits with banks (a)
Investment securities (primarily European Floating Rate Notes) (b)
Loans and leases (c)
Trading assets (d)

Total gross on-balance sheet exposure

Less:

Collateral
Guarantees

Total collateral and guarantees

Total net on-balance sheet exposure

Off-balance sheet exposure
Gross:

Lending-related commitments (e)
Letters of credit (f)

Total gross off-balance sheet exposure

Less:

Collateral

Total net off-balance sheet exposure

Total exposure:
Total gross on- and off-balance sheet exposure
Less: Total collateral and guarantees

Total net on- and off-balance sheet exposure

Ireland

Italy

Spain

Portugal

Total

97
208
411
117

833

102
-

102

$ 24
155
3
53

235

39
3

$ 4
27
4
16

7
1

$ 731

$193

$43

$ 273
-

273

190

-
2

$1,106
292

$ 814

$237
42

$195

$ -
14

$ -

$65
22

$43

$ -
-
-
3

3
-

$ -

$ -
-

$ -

$3
3

$ -

$ 125
390
418
189

1,122

151
4

155

$ 967

$ 273
16

289

204

$1,411
359

$1,052

(a)

Interest-bearing deposits with banks represent a $96 million placement with an Irish subsidiary of a UK holding company and $29
million of nostro accounts related to our custody business.

(b) Represents $364 million, fair value, of residential mortgage-backed securities, of which 97% were investment grade, $23 million, fair
value, of investment grade asset-backed CLOs, and $3 million, fair value, of money market fund investments located in Ireland.
(c) Loans and leases include $335 million of overdrafts primarily to Irish domiciled investment funds resulting from our custody business,

a $65 million commercial lease fully-collateralized by U.S. Treasuries, $15 million of financial institution loans, which were
collateralized by marketable securities and $4 million of leases to airline manufacturing companies which are under joint and several
guarantee arrangements, with guarantors outside of the Eurozone. There is no impairment associated with these loans and leases.
(d) Trading assets represent over-the-counter mark-to-market on foreign exchange receivables, net of master netting agreements. Trading
assets include $117 million of foreign exchange trading receivables due from Irish domiciled investment funds and $72 million to
financial institutions in Italy, Spain and Portugal. Cash collateral on the trading assets totaled $22 million in Ireland, $39 million in
Italy, $7 million in Spain and $3 million in Portugal.

(e) Lending-related commitments represent $100 million to an asset manager fully-collateralized by marketable securities, and $173

million to an insurance company, collateralized by $90 million of marketable securities.

(f) Represents a $14 million letter of credit extended to an insurance company in Spain fully-collateralized by marketable securities.

Exposure in Italy represents a $2 million letter of credit extended to a financial institution.

BNY Mellon

Results of Operations (continued)

Cross-border risk

Foreign assets are subject to general risks attendant to
the conduct of business in each foreign country,
including economic uncertainties and each foreign
government’s regulations. In addition, our foreign
assets may be affected by changes in demand or
pricing resulting from fluctuations in currency

exchange rates or other factors. Cross-border
outstandings include loans, acceptances, interest-
bearing deposits with other banks, other
interest-bearing investments, and other monetary
assets which are denominated in U.S. dollars or other
non-local currency. Also included are local currency
outstandings not hedged or funded by local
borrowings.

The table below shows our cross-border outstandings for the last three years where cross-border exposure exceeds
1.00% of total assets (denoted with “*”) or 0.75% of total assets (denoted with “**”).

Banks and
other
financial
institutions (a)

Public
sector

Commercial,
industrial
and other

Total
cross-border
outstandings (b)

$4,703
4,418
4,062
3,369
3,341
2,079

$7,007
6,109
4,338
2,663
2,839
2,411
2,261
533
1,908

$6,519
5,325
2,765
3,903
3,162
2,850
1,809
932

$ 15
-
-
25
7
-

$ 15
20
-
-
-
-
-
-
-

$ 56
75
-
-
377
-
-
1

16
239
464
713
117
905 (c)

$ 312
124
1,205 (c)
275
30
184
7
1,411
18

$1,307
156
1,312 (c)
133
199
613
7
895 (c)

$4,734
4,657
4,526
4,107
3,465
2,984

$7,334
6,253
5,543
2,938
2,869
2,595
2,268
1,944
1,926

$7,882
5,556
4,077
4,036
3,738
3,463
1,816
1,828

Cross-border outstandings

(in millions)

2011:

Japan*
Australia*
Germany*
United Kingdom*
France*
Netherlands**

2010:

Germany*
France*
Netherlands*
Australia *
Switzerland *
Belgium*
Japan**
United Kingdom **
Hong Kong **

2009:

France*
Germany*
Netherlands*
Spain*
Belgium*
United Kingdom*
Japan**
Ireland**

(a) Primarily short-term interest-bearing deposits with banks.
(b) Excludes assets of consolidated investment management funds.
(c) Primarily European floating rate notes.

28 BNY Mellon

Results of Operations (continued)

Emerging markets exposure

We determine our emerging markets exposures using
the MSCI Emerging Markets (EM) IMI Index. Our
emerging markets exposures totaled $8 billion at Dec.
31, 2011 compared with $5 billion at Dec. 31, 2010.
The increase in emerging markets exposure was
primarily driven by higher short-term loans and
interest-bearing deposits with banks.

Critical accounting estimates

Our significant accounting policies are described in
Note 1 of the Notes to Consolidated Financial
Statements under “Summary of significant accounting
and reporting policies”. Our more critical accounting
estimates are those related to the allowance for loan
losses and allowance for lending-related
commitments, fair value of financial instruments and
derivatives, other-than-temporary impairment,
goodwill and other intangibles, and pension
accounting. Further information on policies related to
the allowance for loan losses and allowance for
lending-related commitments can be found under
“Summary of significant accounting and reporting
policies” in Note 1 of the Notes to Consolidated
Financial Statements. Further information on the
valuation of derivatives and securities where quoted
market prices are not available can be found under
“Fair value measurement” in Note 22 of the Notes to
Consolidated Financial Statements. Further
information on policies related to goodwill and
intangible assets can be found in “Goodwill and
intangible assets” in Note 7 of the Notes to
Consolidated Financial Statements. Additional
information on pensions can be found in “Employee
benefit plans” in Note 19 of the Notes to Consolidated
Financial Statements.

Allowance for loan losses and allowance for
lending-related commitments

The allowance for loan losses and allowance for
lending-related commitments represents
management’s estimate of probable losses inherent in
our credit portfolio. This evaluation process is subject
to numerous estimates and judgments.

In 2011, we implemented an enhanced methodology
for determining the allowance for credit losses by
adding a qualitative allowance framework. Within this
framework, management applies judgment when
assessing internal risk factors and environmental
factors to compute an additional allowance for each
component of the loan portfolio.

The three elements of the allowance for loan losses
and the allowance for lending-related commitments
include the qualitative allowance framework. The
three elements are:

an allowance for impaired credits of $1 million
or greater;
an allowance for higher risk-rated credits and
pass-rated credits; and
an allowance for residential mortgage loans.

Our lending is primarily to institutional customers. As
a result, our loans are generally larger than $1 million.
Therefore, the first element, impaired credits, is based
on individual analysis of all impaired loans of $1
million or greater. The allowance is measured by the
difference between the recorded value of impaired
loans and their impaired value. Impaired value is
either the present value of the expected future cash
flows from the borrower, the market value of the loan,
or the fair value of the collateral.

The second element, higher risk-rated credits and
pass-rated credits, is based on our probable loss
model. All borrowers are assigned to pools based on
their credit ratings. The probable loss inherent in each
loan in a pool incorporates the borrower’s credit
rating, loss given default rating and maturity. The loss
given default incorporates a recovery expectation. The
borrower’s probability of default is derived from the
associated credit rating. Borrower ratings are
reviewed at least annually and are periodically
mapped to third-party databases, including rating
agency and default and recovery databases, to ensure
ongoing consistency and validity. Higher risk-rated
credits are reviewed quarterly. Commercial loans over
$1 million are individually analyzed before being
assigned a credit rating. We also apply this technique
to our lease financing and wealth management
portfolios.

The third element, the allowance for residential
mortgage loans, is determined by segregating six
mortgage pools into delinquency periods ranging from
current through foreclosure. Each of these
delinquency periods is assigned a probability of
default. A specific loss given default based on a
combination of external loss data from third-party
databases and internal loss history is assigned for each
mortgage pool. For each pool, the inherent loss is
calculated using the above factors. The resulting
probable loss factor is applied against the loan balance
to determine the allowance held for each pool.

BNY Mellon

Results of Operations (continued)

The qualitative framework is used to determine an
additional allowance for each portfolio based on the
factors below:

Internal risk factors:

Š Non-performing loans to total non-margin loans;
Š Criticized assets to total loans and lending-

related commitments;

Š Ratings volatility;
Š Borrower concentration; and
Š Significant concentration in high risk industry.

Environmental risk factors:

Š U.S. non-investment grade default rate;
Š Unemployment rate; and
Š Change in real GDP.

The allocation of the prior period allowance for loan
losses and allowance for lending-related commitments
has been restated to reflect the implementation of the
qualitative allowance framework.

To the extent actual results differ from forecasts or
management’s judgment, the allowance for credit
losses may be greater or less than future charge-offs.

The credit rating assigned to each credit is a
significant variable in determining the allowance. If
each credit were rated one grade better, the allowance
would have decreased by $68 million, while if each
credit were rated one grade worse, the allowance
would have increased by $109 million. Similarly, if
the loss given default were one rating worse, the
allowance would have increased by $45 million, while
if the loss given default were one rating better, the
allowance would have decreased by $42 million. For
impaired credits, if the net carrying value of the loans
was 10% higher or lower, the allowance would have
decreased or increased by $2 million, respectively.

Fair value of financial instruments

The guidance related to Fair Value Measurement
included in Accounting Standards Codification
(“ASC”) 820 defines fair value, establishes a
framework for measuring fair value, and expands
disclosures about assets and liabilities measured at fair
value. The standard also established a three-level
hierarchy for fair value measurements based upon the
transparency of inputs to the valuation of an asset or
liability as of the measurement date.

30 BNY Mellon

Fair value – Securities

Level 1 – Securities – Recent quoted prices from
exchange transactions are used for debt and equity
securities that are actively traded on exchanges and
for U.S. Treasury securities and U.S. Government
securities that are actively traded in highly liquid
over-the-counter markets.

Level 2 – Securities – For securities where quotes
from recent transactions are not available for identical
securities, we determine fair value primarily based on
pricing sources with reasonable levels of price
transparency. The pricing sources employ financial
models or obtain comparisons to similar instruments
to arrive at “consensus” prices.

Specifically, the pricing sources obtain recent
transactions for similar types of securities (e.g.,
vintage, position in the securitization structure) and
ascertain variables such as discount rate and speed of
prepayment for the type of transaction and apply such
variables to similar types of bonds. We view these as
observable transactions in the current market place
and classify such securities as Level 2.

In addition, we have significant investments in more
actively traded agency RMBS and other types of
securities such as FDIC-insured debt and sovereign
debt. The pricing sources derive the prices for these
securities largely from quotes they obtain from three
major inter-dealer brokers. The pricing sources
receive their daily observed trade price and other
information feeds from the inter-dealer brokers.

For securities with bond insurance, the financial
strength of the insurance provider is analyzed and that
information is included in the fair value assessment
for such securities.

The pricing sources discontinue pricing any specific
security whenever they determine there is insufficient
observable data to provide a good faith opinion on
price. The pricing sources did not discontinue pricing
for any securities in our investment securities
portfolio at Dec. 31, 2011.

BNY Mellon obtains prices for its Level 1 and Level 2
securities from multiple pricing sources. We have
designed controls to develop an understanding of the
pricing sources’ securities pricing methodology and
have implemented specific internal controls over the
valuation of securities.

Results of Operations (continued)

As appropriate, we review the quality control
procedures and pricing methodologies used by the
pricing sources, including the process for obtaining
prices provided by the pricing sources, their valuation
methodology and controls for each class of security.

Prices received from pricing sources are subject to
validation checks that help determine the
completeness and accuracy of the prices. These
validation checks are reviewed by management and,
based on the results, may be subject to additional
review and investigation. We also review securities
with no price changes (stale prices) and securities with
zero or 100% values.

BNY Mellon has a surveillance process in place to
monitor the accuracy of prices provided by the pricing
sources. We utilize a hierarchy that compares security
prices obtained from multiple pricing sources against
established thresholds. Discrepancies that fall outside
of these thresholds are challenged with the pricing
services and adjusted if necessary.

If further research is required, we review and validate
these prices with the pricing sources. We also validate
prices from pricing sources by comparing prices
received to actual observed prices from actions such
as purchases and sales, when possible.

Level 3 – Securities – Where we have used our own
cash flow models and estimates to value securities, we
classify them in Level 3 of the ASC 820 hierarchy.
More than 99% of our securities are valued by pricing
sources with reasonable levels of price transparency.
Less than 1% of our securities are priced based on
economic models and non-binding dealer quotes, and
are included in Level 3 of the fair value hierarchy.

See Note 22 of the Notes to Consolidated Financial
Statements for details of our securities by ASC 820
hierarchy level.

Fair value – Derivative financial instruments

Level 1 – Derivative financial instruments – Includes
derivative financial instruments that are actively
traded on exchanges, principally foreign exchange
futures and forward contracts.

Level 2 – Derivative financial instruments – Includes
the majority of our derivative financial instruments
priced using internally developed models that use
observable inputs for interest rates, pay-downs (both
actual and expected), foreign exchange rates, option
volatilities and other factors. The valuation process

takes into consideration factors such as counterparty
credit quality, liquidity and concentration concerns.

Level 3 – Derivative financial instruments – Certain
interest rate derivatives that are highly structured
require significant judgment and analysis to adjust the
value determined by standard pricing models. These
interest rate derivatives are included in Level 3 of the
ASC 820 hierarchy and comprise less than 1% of our
derivative financial instruments at fair value.

To test the appropriateness of the valuations, we
subject the models to review and approval by an
independent internal risk management function,
benchmark the models against similar instruments and
validate model estimates to actual cash transactions.
In addition, we perform detailed reviews and analyses
of profit and loss. Valuation adjustments are
determined and controlled by a function independent
of the area initiating the risk position. As markets and
products develop and the pricing for certain products
becomes more transparent, we refine our valuation
methods. Any changes to the valuation models are
reviewed by management to ensure the changes are
justified.

To confirm that our valuation policies are consistent
with exit prices as prescribed by ASC 820, we
reviewed our derivative valuations using recent
transactions in the marketplace, pricing services and
the results of similar types of transactions. As a result
of maximizing observable inputs as required by ASC
820, we reflect external credit ratings as well as
observable credit default swap spreads for both
ourselves as well as our counterparties when
measuring the fair value of our derivative positions.
Accordingly, the valuation of our derivative positions
is sensitive to the current changes in our own credit
spreads, as well as those of our counterparties.

For details of our derivative financial instruments by
ASC 820 hierarchy level, see Note 22 of the Notes to
Consolidated Financial Statements.

Fair value option

ASC 825 provides the option to elect fair value as an
alternative measurement basis for selected financial
assets, financial liabilities, unrecognized firm
commitments and written loan commitments which
are not subject to fair value under other accounting
standards. Under ASC 825, fair value is used for both
the initial and subsequent measurement of the
designated assets, liabilities and commitments, with
the changes in fair value recognized in income. See

BNY Mellon

Results of Operations (continued)

Note 23 of the Notes to Consolidated Financial
Statements for additional disclosure regarding the fair
value option.

Fair value – Judgments

In times of illiquid markets and financial stress, actual
prices and valuations may significantly diverge from
results predicted by models. In addition, other factors
can affect our estimate of fair value, including market
dislocations, incorrect model assumptions, and
unexpected correlations. These valuation methods
could expose us to materially different results should
the models used or underlying assumptions be
inaccurate. See “Basis of presentation” in Note 1 to
the Notes to Consolidated Financial Statements.

Other-than-temporary impairment

The guidance included in ASC 320 defines the other-
than-temporary impairment (“OTTI”) model for
investments in debt securities. Under this guidance, a
debt security is considered impaired if its fair value is
less than its amortized cost basis. An OTTI is
triggered if (1) the intent is to sell the security, (2) the
security will more likely than not have to be sold
before the impairment is recovered, or (3) the
amortized cost basis is not expected to be recovered.
When an entity does not intend to sell the security
before recovery of its cost basis, it will recognize the
credit component of an OTTI of a debt security in
earnings and the remaining portion in accumulated
other comprehensive income.

The determination of whether a credit loss exists is
based on best estimates of the present value of cash
flows to be collected from the debt security.
Generally, cash flows are discounted at the effective
interest rate implicit in the debt security at the time of
acquisition. For debt securities that are beneficial
interests in securitized financial assets and are not
high credit quality, ASC 325 provides that cash flows
be discounted at the current yield used to accrete the
beneficial interest.

For each security in the investment securities portfolio
(including but not limited to those whose fair value is
less than their amortized cost basis), an extensive,
regular review is conducted to determine if an OTTI
has occurred. For example, to determine if an
unrealized loss on non-agency RMBS is other-than-
temporary, we project total estimated defaults of the
underlying assets (mortgages) and multiply that
calculated amount by an estimate of realizable value

32 BNY Mellon

upon sale of these assets in the marketplace (severity)
in order to determine the projected collateral loss. We
also evaluate the current credit enhancement
underlying the bond to determine the impact on cash
flows. If we determine that a given RMBS will be
subject to a write-down or loss, we record the
expected credit loss as a charge to earnings.

During 2011, the housing market continued to remain
unstable. As a result, we adjusted our non-agency
RMBS estimated default and loss severity
assumptions to increase estimated defaults and
decreased the amount we expect to receive to cover
the value of the original loan. See Note 5 of the Notes
to Consolidated Financial Statements for projected
weighted-average default rates and loss severities for
the 2007, 2006 and late-2005 non-agency RMBS and
Grantor Trust portfolios at Dec. 31, 2011 and 2010. If
actual delinquencies, default rates and loss severity
assumptions worsen, we would expect additional
impairment losses to be recorded in future periods.

Net securities gains in 2011 were $48 million
compared with $27 million in 2010.

If we were to increase or decrease each of our loss
severity and projected default rates by 100 basis
points on each of the positions in our Alt-A, subprime
and prime RMBS portfolios including the securities
previously held by the Grantor Trust we established in
connection with the restructuring of our investment
securities portfolio in 2009, credit-related impairment
charges on these securities would have increased by
$10 million (pre-tax) or decreased by $9 million (pre-
tax) at Dec. 31, 2011.

Goodwill and other intangibles

We initially record all assets and liabilities acquired in
purchase acquisitions, including goodwill, indefinite-
lived intangibles and other intangibles, in accordance
with ASC 805 Business Combinations. Goodwill,
indefinite-lived intangibles and other intangibles are
subsequently accounted for in accordance with ASC
350 Intangibles – Goodwill and Other. The initial
measurement of goodwill and intangibles requires
judgment concerning estimates of the fair value of the
acquired assets and liabilities. Goodwill ($17.9 billion
at Dec. 31, 2011) and indefinite-lived intangible assets
($2.7 billion at Dec. 31, 2011) are not amortized but
subject to tests for impairment annually or more often
if events or circumstances indicate it is more likely
than not they may be impaired. Other intangible assets
are amortized over their estimated useful lives and are

Results of Operations (continued)

subject to impairment if events or circumstances
indicate a possible inability to realize the carrying
amount.

BNY Mellon’s three business segments include seven
reporting units for which annual goodwill impairment
testing is done in accordance with ASC 350. The
Investment Management segment is comprised of two
reporting units; the Investment Services segment is
comprised of four reporting units; and one reporting
unit is included in the Other segment.

The goodwill impairment test is performed in two
steps. The first step compares the estimated fair value
of the reporting unit with its carrying amount,
including goodwill. If the estimated fair value of the
reporting unit exceeds its carrying amount, goodwill
of the reporting unit is considered not impaired.
However, if the carrying amount of the reporting unit
were to exceed its estimated fair value, a second step
would be performed that would compare the implied
fair value of the reporting unit’s goodwill with the
carrying amount of that goodwill. An impairment loss
would be recorded to the extent that the carrying
amount of goodwill exceeds its implied fair value. A
substantial goodwill impairment charge would not
have a significant impact on our financial condition,
but could have an adverse impact on our results of
operations. In addition, due to regulatory restrictions,
the Company’s subsidiary banks could be restricted
from distributing available cash to the Parent resulting
in the Parent needing to issue additional long-term
debt.

In the second quarter of 2011, we performed our
annual goodwill test. The estimated fair values of each
of these reporting units exceeded its carrying amount
by at least 20% at that time.

GAAP also requires that an interim test be done
whenever events or circumstances occur that may
indicate that it is more likely than not that the fair
value of any reporting unit might be less than its
carrying value. The broad decline of stock prices
throughout the U.S. stock market in the second half of
2011 also impacted the Company’s stock price, which
declined below the Company’s net book value per
share. As a result of this sustained decline in the
second half of 2011, the Company performed an
interim goodwill test during the fourth quarter of
2011.

For this interim test, the fair value of each of the
Company’s reporting units was estimated by the

Company with the assistance of a third-party
valuation specialist. Fair value was estimated using an
income approach, based on discounted cash flows
and, where appropriate, a market approach. Since
public company multiples are on a marketable
minority interest basis, we adjusted them in the
impairment test to reflect the control rights and
privileges in arriving at a multiple that reflects an
appropriate control premium. Fair value of each of the
Company’s reporting units reflected a control
premium of 35% to 40%.

Estimated cash flows used in the income approach
were based on management’s most recent projections
available as of Oct. 31, 2011. The discount rates used
under the income approach were based on the capital
asset pricing model. The discount rate applied to
estimated cash flows ranged from 10% to 12% and
incorporated a 6% market equity risk premium,
forward assumptions for risk-free rates, and other
relevant assumptions. Estimated cash flows extend far
into the future and, by their nature, are difficult to
estimate over such an extended time-frame. Factors
that may significantly affect the estimates include,
among others, stock market price impacts affecting
the market values of assets we manage, the effects of
regulatory and legislative changes, increases to the
cost of equity, specific industry or market sector
conditions, competitive forces, customer behaviors
and attrition, changes in revenue growth trends, cost
structures and technology, and changes in interest
rates.

The market approach used by the Company was
primarily based on the “Guideline Public Company
Method”, which generally reflects publicly available
information for comparable businesses, and
incorporated earnings multiples from comparable
publicly-traded companies in industries similar to that
of the respective reporting unit. When appropriate,
comparable multiples were selected based on the
expected profitability of the reporting unit among
other factors.

The fair value of each reporting unit exceeded its
carrying value as of the date of the interim test. The
fair values of six of the Company’s reporting units
were substantially in excess of the respective
reporting unit’s carrying value. The Asset
Management reporting unit, with $7.7 billion of
allocated goodwill, which is one of the two reporting
units in the Investment Management segment,
exceeded its carrying value by approximately 10%.

BNY Mellon

Results of Operations (continued)

The fair value of the Asset Management reporting unit
was estimated using both an income approach and a
market approach. The Company estimated cash flows
based on a compound annual operating income
growth rate of approximately 16% through 2016 and
4.5% thereafter, discounted at 12.0%. In addition, the
fair value of this reporting unit reflected a control
premium of 35%. Fair value estimates based on the
two methods exceeded the carrying value of the
reporting unit. For this reporting unit, in the future,
small changes in the assumptions could produce a
non-cash goodwill impairment, which would have no
effect on our regulatory capital ratios. In addition to
the factors and assumptions previously discussed that
could affect all of the Company’s reporting units,
certain money market fee waiver practices and
changes in the level of assets under management
could have an effect on Asset Management broadly,
as well as the fair value of this reporting unit.

Key judgments in accounting for intangibles include
useful life and classification between goodwill and
indefinite-lived intangibles or other intangibles
requiring amortization.

Indefinite-lived intangible assets are evaluated for
impairment at least annually by comparing their fair
values, estimated using discounted cash flow analyses,
to their carrying values. Other amortizing intangible
assets ($2.5 billion at Dec. 31, 2011) are evaluated for
impairment if events and circumstances indicate a
possible impairment. Such evaluation of other
intangible assets is initially based on undiscounted
cash flow projections.

See Notes 1 and 7 of the Notes to Consolidated
Financial Statements for additional information
regarding goodwill, intangible assets and the annual
and interim impairment testing.

Pension accounting

Effective Jan. 1, 2011, the U.S. pension plan was
amended to reduce benefits earned by participants for
service after 2010, and to freeze plan participation
such that no new employees will enter the plan after
Dec. 31, 2010. This change in the pension plan
reduced pension expense by $40 million in 2011.

A net pension expense of approximately $140 million
is expected to be recorded by BNY Mellon in 2012,
assuming currency exchange rates at Dec. 31, 2011.
The expected increase in pension expense in 2012 is
primarily driven by the change in plan assumptions.

A number of key assumption and measurement date
values determine pension expense. The key elements
include the long-term rate of return on plan assets, the
discount rate, the market-related value of plan assets
and the price used to value stock in the ESOP. Since
2009, these key elements have varied as follows:

(dollars in millions,
except per share
amounts)

Domestic plans:

Long-term rate of
return on plan
assets

Discount rate
Market-related
value of plan
assets (a)
ESOP stock
price (a)

Net U.S. pension

credit/(expense)
All other net pension
credit/(expense)

Total net pension
credit/(expense)

2012

2011

2010

2009

7.38% 7.50%
4.75

5.71

8.00%
6.21

8.00%
6.38

$3,763

$3,836

$3,861

$3,651

$22.96

$29.48

$27.97

$33.12

N/A

$ (54)

$ (15)

N/A

(39)

(32)

(15)

N/A

$ (93)

$ (47)

(a) Market-related value of plan assets and ESOP stock price

are for the beginning of the plan year. See “Summary of
significant accounting and reporting policies” in Note 1 of
the Notes to Consolidated Financial Statements.

BNY Mellon has defined benefit pension plans
covering approximately 24,500 U.S. employees and
approximately 9,700 non-U.S. employees.

BNY Mellon has two qualified and several
non-qualified defined benefit pension plans in the
U.S. and several pension plans overseas. As of Dec.
31, 2011, the U.S. plans accounted for 84% of the
projected benefit obligation. The pension expense for
BNY Mellon plans was $93 million in 2011 compared
with $47 million in 2010 and a pension credit of $17
million in 2009.

The discount rate for U.S. pension plans was
determined after reviewing equivalent rates obtained
by discounting the pension plans’ expected cash flows
using various high-quality, long-term corporate bond
yield curves. We also reviewed the results of several
models that matched bonds to our pension cash flows.
After reviewing the various indices and models, we
selected a discount rate of 4.75% as of Dec. 31, 2011.

The discount rates for foreign pension plans are based
on high-quality corporate bond rates in countries that
have an active corporate bond market. In those

34 BNY Mellon

Results of Operations (continued)

countries with no active corporate bond market,
discount rates are based on local government bond
rates plus a credit spread.

value of benefits earned under the ESOP for
employees who participated in the legacy Retirement
Plan of The Bank of New York Company, Inc.

Our expected long-term rate of return on plan assets is
based on anticipated returns for each applicable asset
class. Anticipated returns are weighted for the
expected allocation for each asset class. Anticipated
returns are based on forecasts for prospective returns
in the equity and fixed income markets, which should
track the long-term historical returns for these
markets.

We also consider the growth outlook for U.S. and
global economies, as well as current and prospective
interest rates.

The market-related value of plan assets also
influences the level of pension expense. Differences
between expected and actual returns are recognized
over five years to compute an actuarially derived
market-related value of plan assets.

Unrecognized actuarial gains and losses are amortized
over the future service period of active employees if
they exceed a threshold amount. BNY Mellon
currently has $1.7 billion of unrecognized losses
which are being amortized.

The annual impacts of hypothetical changes in the key
elements on pension costs are shown in the table
below.

Pension expense
(dollar amounts in
millions, except per
share amounts)

Long-term rate of

Increase in
pension expense

(Decrease) in
pension expense

return on plan assets

(100) bps

(50) bps

50 bps

100 bps

Change in pension

expense
Discount rate
Change in pension

expense

Market-related value of

plan assets

Change in pension

expense

ESOP stock price
Change in pension

expense

$ 44

(50) bps

$ 22
(25) bps

$(22)

$ (44)

25 bps

50 bps

$ 36

$ 17

$(16)

$ (32)

(20)%

(10)%

10%

20%

$ 164
$ (10)

$ 84
$ (5)

$(82)
$ 5

$(161)
$ 10

$ 14

$ 7

$ (6)

$ (12)

In addition to its pension plans, BNY Mellon has an
Employee Stock Ownership Plan (“ESOP”). Benefits
payable under The Bank of New York Mellon
Corporation Pension Plan are offset by the equivalent

Consolidated balance sheet review

At Dec. 31, 2011, total assets were $325.3 billion
compared with $247.3 billion at Dec. 31, 2010. The
increase in consolidated total assets primarily resulted
from growth in client deposits. Deposits totaled
$219.1 billion at Dec. 31, 2011, and $145.3 billion at
Dec. 31, 2010. At Dec. 31, 2011, total interest-bearing
deposits were 48% of total interest-earning assets,
compared with 59% at Dec. 31, 2010. Total assets
averaged $291.1 billion in 2011, compared with
$237.8 billion in 2010. The increase in average assets
primarily reflects higher client deposit levels. Total
deposits averaged $182.7 billion in 2011 and $139.4
billion in 2010.

At Dec. 31, 2011, we had $40.8 billion of liquid funds
and $94.4 billion of cash (including $90.2 billion of
overnight deposits with the Federal Reserve and other
central banks) for a total of $135.2 billion of available
funds. This compares with available funds of $77.6
billion at Dec. 31, 2010. Our percentage of liquid
assets to total assets was 42% at Dec. 31, 2011,
compared with 31% at Dec. 31, 2010. At Dec. 31,
2011, of our $40.8 billion in liquid funds, $36.3
billion were placed in interest-bearing deposits with
large, highly-rated global financial institutions with a
weighted average life to maturity of approximately 56
days. Of the $36.3 billion, $7.5 billion was placed
with banks in the Eurozone.

Investment securities were $82.0 billion or 25% of
total assets at Dec. 31, 2011, compared with $66.3
billion or 27% of total assets at Dec. 31, 2010. The
increase primarily reflects a higher level of agency
residential mortgage-backed securities, U.S. Treasury
securities and sovereign securities, as well as an
improvement in the unrealized gain of our investment
securities portfolio.

Loans were $44.0 billion or 14% of total assets at
Dec. 31, 2011, compared with $37.8 billion or 15% of
total assets at Dec. 31, 2010. The increase in loan
levels was primarily due to higher loans to broker-
dealers.

Long-term debt increased to $19.9 billion at Dec. 31,
2011 from $16.5 billion at Dec. 31, 2010, primarily
due to the issuance of $5.1 billion of senior medium-
term notes, partially offset by $1.3 billion of senior
and subordinated debt that matured in 2011 and $596
million of retail medium-term notes that were called
in 2011.

BNY Mellon

Results of Operations (continued)

Total shareholders’ equity applicable to BNY Mellon
was $33.4 billion at Dec. 31, 2011 and $32.4 billion at
Dec. 31, 2010. The increase in total shareholders’
equity primarily reflects earnings retention and an
improvement in the valuation of our investment
securities portfolio, offset in part by share
repurchases.

standardized Master Repurchase Agreements. This
netting is performed in accordance with the Financial
Accounting Standards Board (“FASB”) Interpretation
No. 41 (ASC Topic 210-20) “Offsetting of Amounts
Related to Certain Repurchase and Reverse
Repurchase Agreements.”

BNY Mellon, through its involvement in the
Government Securities Clearing Corporation
(“GSCC”), settles government securities transactions
on a net basis for payment and delivery through the
Fed wire system. As a result, at Dec. 31, 2011, the
assets and liabilities of BNY Mellon were reduced by
$98 million for the netting of repurchase agreements
and reverse repurchase agreement transactions
executed with the same counterparty under

Investment securities

In the discussion of our investment securities
portfolio, we have included certain credit ratings
information because the information indicates the
degree of credit risk to which we are exposed, and
significant changes in ratings classifications for our
investment portfolio could indicate increased credit
risk for us and could be accompanied by a reduction
in the fair value of our investment securities portfolio.

The following table shows the distribution of our total investment securities portfolio:

Investment securities portfolio

(dollars in millions)

Watch list: (b)
European floating rate notes (c)
Non-agency RMBS
Other

Total Watch list (b)

Agency RMBS
U.S. Treasury securities
Sovereign debt/sovereign

guaranteed (d)

Non-agency RMBS (e)
Commercial MBS
State and political subdivisions
Foreign covered bonds (f)
FDIC-insured debt
CLO
U.S. Government agency debt
Credit cards
Other

Dec. 31,
2010
Fair value

2011
change in
unrealized
gain/(loss)

Dec. 31, 2011

Amortized
cost

Fair
value

Fair value
as a % of
amortized

cost (a)

Ratings

Unrealized
gain/(loss)

AAA/
AA-

A+/
A-

BBB+/
BBB-

BB+ and
lower

Not
rated

$ 4,636
2,577
331

7,544
20,157
12,635

8,585
4,496
2,281
629
2,868
2,474
-
1,005
517
3,178

$ 84
(59)
(5)

$ 3,372 $ 3,025
1,780
264

2,130
246

89%
76
34

20
226
387

108
(401)
12
62
31
(34)
(25)
28
(1)
27

5,748
26,890
17,627

11,724
3,002
2,935
2,787
2,410
1,100
1,258
932
393
4,139

5,069
27,493
17,999

11,881
3,179
3,003
2,806
2,425
1,112
1,233
958
397
4,183

78
102
102

101
64
105
101
101
101
98
103
101
101

$(347)
(350)
18

(679)
603
372

157
177
68
19
15
12
(25)
26
4
44

71% 23% 6%
21
3

15
1

12
22

50
100
100

100
1
84
76
99
100
96
100
16
58

19
-
-

-
1
14
19
1
-
4
-
84
30

8
-
-

-
2
2
3
-
-
-
-
-
4

52
23

20
-
-

-
96
-
-
-
-
-
-
-
-

-%
-
51

3
-
-

-
-
-
2
-
-
-
-
-
8

Total investment securities

$66,369 (g) $ 440

$80,945 $81,738 (g) 101%

$ 793 (g) 89% 5% 1%

(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. See page 37 for exposure by country.
(d) Primarily comprised of exposure to United Kingdom, France, Germany and Netherlands.
(e) These RMBS were included in the former Grantor Trust and were marked-to-market in 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.

(f) Primarily comprised of exposure to Germany and Canada.
(g)

Includes net unrealized gains on derivatives hedging securities available-for-sale of $60 million at Dec. 31, 2010 and net unrealized
losses on derivatives hedging securities available-for-sale of $269 million at Dec. 31, 2011.

36 BNY Mellon

Results of Operations (continued)

The fair value of our investment securities portfolio
was $81.7 billion at Dec. 31, 2011, compared with
$66.4 billion at Dec. 31, 2010. The increase in the fair
value of the investment securities portfolio primarily
reflects a higher level of agency residential mortgage-
backed securities, U.S. Treasury securities and
sovereign securities, commensurate with our growth
in deposits, as well as an increase in the unrealized
gain of the securities portfolio. In 2011, we received
$1.3 billion of paydowns and sold $480 million of
sub-investment grade securities.

At Dec. 31, 2011, the total investment securities
portfolio had an unrealized pre-tax gain of $793
million compared with $353 million at Dec. 31, 2010.
The unrealized net of tax gain on our investment
securities available-for-sale portfolio included in
accumulated other comprehensive income was $417
million at Dec. 31, 2011, compared with $151 million
at Dec. 31, 2010. The improvement in the valuation of
the investment securities portfolio was driven by
improved valuations of agency RMBS and U.S.
Treasury securities, partially offset by declines in
valuations of certain non-agency residential mortgage-
backed securities.

In 2009, we established a Grantor Trust in connection
with the restructuring of our investment securities
portfolio. The Grantor Trust has been dissolved. The
securities held in the former Grantor Trust are
included in our investment securities portfolio and
were marked down to approximately 60% of face
value in 2009. At Dec. 31, 2011, these securities were
trading above adjusted amortized cost with a total
unrealized pre-tax gain of $177 million compared
with $578 million at Dec. 31, 2010.

At Dec. 31, 2011, 89% of the securities in our
portfolio were rated AAA/AA-, compared with 87%
at Dec. 31, 2010.

We routinely test our investment securities for OTTI.
(See “Critical accounting estimates” for additional
disclosure regarding OTTI.)

At Dec. 31, 2011, we had $1.2 billion of accretable
discount related to the restructuring of the investment
securities portfolio. The discount related to these
transactions had a remaining average life of
approximately 3.9 years. The accretion of discount
related to these securities increases net interest
revenue and is recorded on a level yield basis. The
discount accretion totaled $391 million in 2011 and
$458 million in 2010.

Also, at Dec. 31, 2011, we had $1.7 billion of net
amortizable purchase premium relating to investment
securities with a remaining average life of
approximately 4.1 years. For these securities, the
amortization of net premium decreased net interest
revenue and is recorded on a level yield basis. We
recorded net premium amortization of $294 million in
2011 and $242 million in 2010.

The following table provides pre-tax securities gains
(losses) by type.

Net securities gains (losses)
(in millions)

U.S. Treasury
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
European floating rate notes
Sovereign debt
Home equity lines of credit
Commercial MBS
Grantor Trust
Credit cards
ABS CDOs
Other

Total net securities gains

(losses)

2011

2010

$ 77
8
(36)
(1)
(21)
(39)
36
-
-
-
-
-
24

$ 15
15
(13)
-
(4)
(3)
-
-
-
-
-
-
17

2009

-
-
(3,113)
(1,008)
(322)
(269)
-
(205)
(89)
(39)
(26)
(23)
(275)

$ 48

$ 27

$(5,369)

At Dec. 31, 2011, the investment securities portfolio
includes $95 million of assets not accruing interest.
These securities are held at market value.

The following table shows the fair value of the
European floating rate notes by geographical location
at Dec. 31, 2011. The unrealized loss on these
securities was $347 million at Dec. 31, 2011, a
decrease of 19% compared with $431 million at
Dec. 31, 2010.

European floating rate notes at Dec. 31, 2011 (a)

(in millions)

United Kingdom
Netherlands
Ireland
Italy
Luxembourg
Australia
Germany
Spain
France

Total

RMBS

Other

$1,225
751
182
155
-
101
-
27
4

$2,445

$259
47
23
-
140
-
101
-
10

$580

Total
fair
value

$1,484
798
205
155
140
101
101
27
14

$3,025

(a) 71% of these securities are in the AAA to AA- ratings

category.

BNY Mellon

Results of Operations (continued)

See Note 22 of the Notes to Consolidated Financial
Statements for the detail of securities by level in the
fair value hierarchy.

(or 1.1 million shares). In 2010 and 2009, we received
cash dividends from Wing Hang of $6 million and $2
million, respectively.

Equity investments

We also have equity investments categorized as other
assets. Included in other assets are (parenthetical
amounts indicate carrying values at Dec. 31, 2011):
joint ventures and other equity investments ($1.6
billion), seed capital ($48 million), Federal Reserve
Bank stock ($429 million), private equity investments
($122 million), and tax advantaged low-income
housing investments ($477 million). For additional
information on the fair value of our private equity
investments and seed capital, see Note 22 of the Notes
to Consolidated Financial Statements.

Our equity investment in Wing Hang Bank Limited
(“Wing Hang”), which is located in Hong Kong, had a
fair value of $499 million (book value of $399
million) based on its share price at Dec. 31, 2011. An
agreement with certain other shareholders of Wing
Hang prohibits the sale of this interest without their
permission. In 2011, we elected to receive a stock
dividend from Wing Hang with a value of $12 million

Private equity activities consist of investments in
private equity funds, mezzanine financings, and direct
equity investments. Consistent with our policy to
focus on our core activities, we continue to reduce our
exposure to these activities. The carrying and fair
value of our private equity investments was $122
million at Dec. 31, 2011, down $21 million from $143
million at Dec. 31, 2010. At Dec. 31, 2011, private
equity investments consisted of investments in private
equity funds of $115 million, direct equity of less than
$1 million, and leveraged bond funds of $7 million.
Investment income was $18 million in 2011.

At Dec. 31, 2011, we had $22 million of unfunded
investment commitments to private equity funds. If
unused, the commitments expire between 2012 and
2015.

Commitments to private equity limited partnerships
may extend beyond the expiration period shown
above to cover certain follow-on investments, claims
and liabilities, and organizational and partnership
expenses.

Loans

Total exposure – consolidated

(in billions)

Non-margin loans:

Financial institutions
Commercial

Subtotal institutional

Wealth management loans and mortgages
Commercial real estate
Lease financing
Other residential mortgages
Overdrafts
Other

Subtotal non-margin loans

Margin loans

Total

Dec. 31, 2011
Unfunded
commitments

Total
exposure

Loans

Dec. 31, 2010
Unfunded
commitments

Total
exposure

$15.5
16.3

31.8
1.5
1.5
-
-
-
-

34.8
0.7

$26.6
17.6

$ 9.3
1.6

$15.8
18.8

$25.1
20.4

44.2
8.8
3.0
2.6
1.9
4.8
0.7

66.0
13.5

10.9
6.5
1.6
3.1
2.1
6.0
0.8

31.0
6.8

34.6
1.8
1.6
0.1
-
-
-

38.1
-

45.5
8.3
3.2
3.2
2.1
6.0
0.8

69.1
6.8

Loans

$11.1
1.3

12.4
7.3
1.5
2.6
1.9
4.8
0.7

31.2
12.8

$44.0

$35.5

$79.5

$37.8

$38.1

$75.9

At Dec. 31, 2011, total exposures were $79.5 billion,
an increase of 5% from $75.9 billion at Dec. 31, 2010.
This increase primarily reflects higher secured term
loans to broker-dealers in the margin loans portfolio
and higher other margin loans, partially offset by
lower commercial exposure, overdrafts and lease
financing exposure.

Our financial institutions and commercial portfolios
comprise our largest concentrated risk. These
portfolios make up 56% of our total lending exposure.
Additionally, a substantial portion of our overdrafts
relate to financial institutions and commercial
customers.

38 BNY Mellon

Results of Operations (continued)

Financial institutions

The diversity of the financial institutions portfolio is shown in the following table.

Financial institutions
portfolio exposure
(dollar amounts in billions)

Banks
Securities industry
Insurance
Asset managers
Government
Other

Total

Dec. 31, 2011

Unfunded
commitments

Total
exposure

% Inv
grade

% due
<1 yr

Loans

Dec. 31, 2010
Unfunded
commitments

Total
exposure

$ 1.9
2.6
4.6
3.2
1.6
1.6

$15.5

$ 8.2
6.4
4.7
4.0
1.6
1.7

$26.6

82%
95
99
99
94
98

93%

96% $4.2
95
3.9
42
0.1
82
0.8
36
0.2
56
0.1

78% $9.3

$ 2.2
2.3
5.0
2.4
2.1
1.8

$15.8

$ 6.4
6.2
5.1
3.2
2.3
1.9

$25.1

Loans

$ 6.3
3.8
0.1
0.8
-
0.1

$11.1

The financial institutions portfolio exposure was
$26.6 billion at Dec. 31, 2011, compared to
$25.1 billion at Dec. 31, 2010. The increase primarily
reflects loans to banks.

classification generally caps the rating based upon the
sovereign rating of the country where the counterparty
resides regardless of the credit rating of the
counterparty or the underlying collateral.

Financial institution exposures are high quality, with
93% meeting the investment grade equivalent criteria
of our rating system at Dec. 31, 2011. These
exposures are generally short-term. Of these
exposures, 78% expire within one year, and 39%
expire within 90 days. In addition, 44% of the
financial institutions exposure is secured. For
example, securities industry and asset managers often
borrow against marketable securities held in custody.

For ratings of non-U.S. counterparties, as a
conservative measure, our internal credit rating

Commercial

Our exposure to banks is predominately to investment
grade counterparties in developed countries.
Non-investment grade bank exposures are short-term
in nature supporting our global trade finance and U.S.
dollar clearing businesses in developing countries.

The asset manager portfolio exposures are high
quality with 99% meeting our investment grade
equivalent ratings criteria at Dec. 31, 2011. These
exposures are generally short-term liquidity facilities
with the vast majority to regulated mutual funds.

The diversity of the commercial portfolio is shown in the following table.

Commercial portfolio exposure

Dec. 31, 2011

(dollar amounts in billions)

Loans

Unfunded
commitments

Total
exposure

% Inv
grade

% due
<1 yr

Loans

Manufacturing
Energy and utilities
Services and other
Media and telecom

Total

$0.3
0.3
0.5
0.2

$1.3

$ 5.7
4.8
4.5
1.3

$16.3

$ 6.0
5.1
5.0
1.5

$17.6

91%
95
91
85

91%

21% $0.4
17
0.3
27
0.7
18
0.2

21% $1.6

Dec. 31, 2010
Unfunded
commitments

Total
exposure

$ 5.9
5.4
5.9
1.6

$18.8

$ 6.3
5.7
6.6
1.8

$20.4

The commercial portfolio exposure decreased 14% to
$17.6 billion at Dec. 31, 2011, from $20.4 billion at
Dec. 31, 2010, reflecting our desire to reduce

non-strategic exposure. Our goal is to maintain a
predominantly investment grade portfolio.

BNY Mellon

Results of Operations (continued)

The table below summarizes the percentage of the
financial institutions and commercial exposures that
are investment grade.

developer. Our commercial real estate exposure
totaled $3.0 billion at Dec. 31, 2011 compared with
$3.2 billion at Dec. 31, 2010.

Percentage of the portfolios
that are investment grade

Dec. 31,
2011

Dec. 31,
2010

Dec. 31,
2009

Financial institutions
Commercial

93%
91%

91%
89%

85%
80%

Our credit strategy is to focus on investment grade
names to support cross-selling opportunities, avoid
single name/industry concentrations and exit high-risk
portfolios. Each customer is assigned an internal
rating grade, which is mapped to an external rating
agency grade equivalent based upon a number of
dimensions which are continually evaluated and may
change over time. The execution of our strategy has
resulted in a higher percentage of the portfolio that is
investment grade at Dec. 31, 2011, compared with
Dec. 31 2010.

Wealth management loans and mortgages

Wealth Management loans and mortgages are
primarily composed of loans to high-net-worth
individuals, which are secured by marketable
securities and/or residential property. Wealth
management mortgages are primarily interest-only
adjustable rate mortgages with an average loan to
value ratio of 62% at origination. In the wealth
management portfolio, 1% of the mortgages were past
due at Dec. 31, 2011.

At Dec. 31, 2011, the private wealth mortgage
portfolio was comprised of the following geographic
concentrations: New York – 24%; Massachusetts –
17%; California – 17%; Florida – 8%; and other –
34%.

Commercial real estate

Our commercial real estate facilities are focused on
experienced owners and are structured with moderate
leverage based on existing cash flows. Our
commercial real estate lending activities include both
construction facilities and medium-term loans. Our
client base consists of experienced developers and
long-term holders of real estate assets. Loans are
approved on the basis of existing or projected cash
flow, and supported by appraisals and knowledge of
local market conditions. Development loans are
structured with moderate leverage, and in most
instances, involve some level of recourse to the

At Dec. 31, 2011, 58% of our commercial real estate
portfolio is secured. The secured portfolio is diverse
by project type, with 62% secured by residential
buildings, 17% secured by office buildings, 9%
secured by retail properties, and 12% secured by other
categories. Approximately 95% of the unsecured
portfolio is allocated to investment grade real estate
investment trusts (“REITs”) under revolving credit
agreements.

At Dec. 31, 2011, our commercial real estate portfolio
is comprised of the following geographic
concentrations: New York metro – 43%; investment
grade REITs – 40%; and other – 17%.

Lease financings

The lease financing portfolio consisted of non-airline
exposures of $2.4 billion and $197 million of airline
exposures at Dec. 31, 2011. The lease financing
exposure is 89% investment grade, or investment
grade equivalent. The leasing portfolio is likely to
decline in the future if risk-adjusted returns are unable
to meet our expected returns.

At Dec. 31, 2011, the non-airline portion of the lease
financing portfolio consisted of $2.4 billion of
exposures backed by well-diversified assets, primarily
large-ticket transportation equipment. The largest
component is rail, consisting of both passenger and
freight trains. Assets are both domestic and foreign-
based, with primary concentrations in the United
States and European countries. Approximately 50% of
the non-airline portfolio is additionally secured by
highly rated securities and/or letters of credit from
investment grade issuers. Excluding airline lease
financing, counterparty rating equivalents at Dec. 31,
2011, were as follows:

Š
Š
Š
Š

1% of the counterparties are AA, or equivalent;
42% were A;
51% were BBB; and
6% were non-investment grade

At Dec. 31, 2011, our $197 million of exposure to the
airline industry consisted of $13 million of real estate
lease exposure, as well as the airline lease financing
portfolio, which included $69 million to major U.S.
carriers, $103 million to foreign airlines and $12
million to U.S. regional airlines.

40 BNY Mellon

Results of Operations (continued)

Recently, the U.S domestic airline industry has shown
significant improvement in revenues and yields.
Despite this improvement, these carriers continue to
have extremely high debt levels. Combined with their
high fixed-cost operating models, the domestic
airlines remain vulnerable. As such, we continue to
maintain a sizable allowance for loan losses against
these exposures and continue to closely monitor the
portfolio.

We utilize the lease financing portfolio as part of our
tax management strategy.

Other residential mortgages

The other residential mortgage portfolio primarily
consists of one to four family residential mortgage
loans and totaled $1.9 billion at Dec. 31, 2011.
Included in this portfolio is $596 million of mortgage
loans purchased in 2005, 2006 and the first quarter of
2007 that are predominantly prime mortgage loans,
with a small portion of Alt-A loans. As of Dec. 31,
2011, the purchased loans in this portfolio had a
weighted-average loan-to-value ratio of 76% at
origination and 28% of these loans were at least 60
days delinquent. The properties securing the prime
and Alt-A mortgage loans were located (in order of
concentration) in California, Florida, Virginia,
Maryland and the tri-state area (New York, New
Jersey and Connecticut).

To determine the projected loss on the prime and
Alt-A mortgage portfolio, we calculate the total
estimated defaults of these mortgages and multiply

that amount by an estimate of realizable value upon
sale in the marketplace (severity).

At Dec. 31, 2011, we had less than $15 million in
subprime mortgages included in the other residential
mortgage portfolio. The subprime loans were issued to
support our Community Reinvestment Act
requirements.

Overdrafts

Overdrafts primarily relate to custody and securities
clearance clients. Overdrafts occur on a daily basis in
the custody and securities clearance business and are
generally repaid within two business days.

Other loans

Other loans primarily includes loans to consumers that
are fully collateralized with equities, mutual funds and
fixed income securities, as well as bankers’
acceptances.

Margin loans

Margin loans are collateralized with marketable
securities and borrowers are required to maintain a
daily collateral margin in excess of 100% of the value
of the loan. Margin loans also include $5 billion
related to a term loan program that offers fully
collateralized loans to broker-dealers. The increase
compared with Dec. 31, 2010 was primarily driven by
the term loan program.

BNY Mellon

Results of Operations (continued)

Loans by product

The following table shows trends in the loans outstanding at year-end over the last five years.

Loans by product - at year end
(in millions)

Domestic:

Financial institutions
Commercial
Wealth Management loans and mortgages
Commercial real estate
Lease financing (b)
Other residential mortgages
Overdrafts
Other
Margin loans

Total domestic

Foreign:

Financial institutions
Commercial
Lease financings (b)
Government and official institutions
Other (primarily overdrafts)

Total foreign

Total loans

2011

2010 (a)

2009 (a)

2008

2007

$ 4,606
752
7,342
1,449
1,558
1,923
2,958
623
12,760

33,971

6,538
528
1,051
-
1,891

10,008

$ 4,630
1,250
6,506
1,592
1,605
2,079
4,524
771
6,810

29,767

4,626
345
1,545
-
1,525

8,041

$ 5,509
2,324
6,162
2,044
1,703
2,179
3,946
407
4,657

28,931

3,147
634
1,816
52
2,109

7,758

$ 5,546
5,786
5,333
3,081
1,809
2,505
4,835
485
3,977

33,357

3,755
573
2,154
1,434
2,121

$ 8,934
5,099
4,521
3,019
1,980
3,115
4,037
363
5,210

36,278

4,892
852
2,935
312
5,662

10,037

14,653

$43,979

$37,808

$36,689

$43,394

$50,931

(a) Presented on a continuing operations basis.
(b) Net of unearned income on domestic and foreign lease financings of $1,343 million at Dec. 31, 2011, $2,036 million at Dec. 31, 2010,

$2,282 million at Dec. 31, 2009, $2,836 million at Dec. 31, 2008 and $4,050 million at Dec. 31, 2007.

Maturity of loan portfolio

The following table shows the maturity structure of
our loan portfolio at Dec. 31, 2011.

Maturity of loan portfolio at Dec. 31, 2011 (a)

(in millions)

Domestic:
Financial institutions
Commercial
Commercial real

estate
Overdrafts
Other
Margin loans

Subtotal

Foreign

Within
1 year

Between
1 and 5
years

After
5 years

Total

$ 4,363
68

$ 243
677

-
7

$ 4,606
752

247
2,958
623
10,260

18,519
8,500

667
-
-
2,500

4,087
457

535
-
-
-

542
-

1,449
2,958
623
12,760

23,148
8,957

Total

$27,019

$4,544 (b) $542 (b) $32,105

(a) Excludes loans collateralized by residential properties, lease
financings and wealth management loans and mortgages.
(b) Variable rate loans due after one year totaled $5.0 billion

and fixed rate loans totaled $114 million.

International loans

We have credit relationships in the international
markets, particularly in areas associated with our

securities servicing and trade finance activities.
Excluding lease financings, these activities resulted in
outstanding international loans of $9.0 billion at Dec.
31, 2011 and $6.5 billion at Dec. 31, 2010. This
increase primarily resulted from an increase in
investment grade loans to financial institutions.

Asset quality and allowance for credit losses

Over the past several years, we have improved our
risk profile through greater focus on clients who are
active users of our non-credit services,
de-emphasizing broad-based loan growth. Our
primary exposure to the credit risk of a customer
consists of funded loans, unfunded formal contractual
commitments to lend, standby letters of credit and
overdrafts associated with our custody and securities
clearance businesses.

The role of credit has shifted to one that complements
our other services instead of as a lead product. Credit
solidifies customer relationships and, through a
disciplined allocation of capital, can earn acceptable
rates of return as part of an overall relationship.

Our credit strategy is to focus on investment grade
names to support cross-selling opportunities, avoid
single name/industry concentrations and exit high-risk

42 BNY Mellon

Results of Operations (continued)

portfolios. In addition, we make use of credit
derivatives and other risk mitigants as economic
hedges of portions of the credit risk in our portfolio.
The effect of these transactions is to transfer credit

risk to creditworthy, independent third parties. The
following table details changes in our allowance for
credit losses for the last five years.

Allowance for credit losses activity
(dollar amounts in millions)

Margin loans
Non-margin loans

Total loans at Dec. 31,
Average loans outstanding

Allowance for credit losses:
Balance, Jan. 1,
Domestic
Foreign

Total

Charge-offs:

Commercial
Commercial real estate
Financial institutions
Lease financing
Wealth management loans and mortgages
Other residential mortgages
Foreign
Other

Total charge-offs

Recoveries:

Commercial
Commercial real estate
Financial institutions
Lease financing
Wealth management loans and mortgages
Other residential mortgages
Foreign
Other

Total recoveries

Net charge-offs

Provision for credit losses
Transferred to discontinued operations
Acquisitions/dispositions and other

Balance, Dec. 31,
Domestic
Foreign

Total allowance, Dec. 31, (b)

Allowance for loan losses
Allowance for lending-related commitments

2011

$12,760
31,219

43,979
40,919

2010

2009

2008

2007 (a)

$ 6,810
30,998

37,808
36,305

$ 4,657
32,032

36,689
36,424

$ 3,977
39,417

43,394
48,132

$ 5,210
45,721

50,931
41,515

511
60

571

578
50

628

508
21

529

446
48

494

407
30

437

(6)
(4)
(8)
-
(1)
(56)
(8)
-

(83)

3
-
2
-
-
3
-
-

(75)
1
-
-

439
58

497

394
103

(5)
(8)
(25)
-
(4)
(46)
-
-

(88)

15
1
2
-
-
2
-
-

(68)
11
-
-

511
60

571

498
73

(90)
(31)
(34)
-
(1)
(60)
-
-

(216)

-
-
-
1
1
-
-
-

(214)
332
(19)
-

578
50

628

503
125

(21)
(15)
(9)
-
(1)
(20)
(17)
-

(83)

2
-
-
3
1
-
4
-

(73)
104
27
(23)

508
21

529

415
114

(22)
-
-
(36)
-
-
(19)
(1)

(78)

1
-
-
13
-
-
1
-

(63)
(11)
1
130

446
48

494

327
167

Net charge-offs to average loans outstanding
Net charge-offs to total allowance for credit losses
Allowance for loan losses as a percentage of total loans
Allowance for loan losses as a percentage of non-margin loans
Total allowance for credit losses as a percentage of total loans
Total allowance for credit losses as a percentage of non-margin loans

0.18%
15.09
0.90
1.26
1.13
1.59

0.19%
11.91
1.32
1.61
1.51
1.84

0.59%
34.08
1.37
1.57
1.71
1.96

0.15%
13.80
0.96
1.05
1.22
1.34

0.15%
12.75
0.64
0.72
0.97
1.08

(a) Charge-offs, recoveries and the provision for 2007 include six months of BNY Mellon and six months of legacy The Bank of New York

Company, Inc.

(b) The allowance for credit losses at Dec. 31, 2010, and 2009 excludes discontinued operations. The allowance for credit losses includes

discontinued operations of $35 million at Dec. 31, 2008, and $17 million at Dec. 31, 2007.

BNY Mellon

Results of Operations (continued)

Net charge-offs were $75 million in 2011, $68 million
in 2010 and $214 million in 2009. Net charge-offs in
2011 included $53 million of other residential
mortgages primarily located in California, Florida,
New York and New Jersey, a $10 million loan in the
media portfolio and $6 million related to a broker-
dealer holding company that filed for bankruptcy. Net
charge-offs in 2010 included $44 million of other
residential mortgages primarily located in California,
New York and Florida, $17 million related to a
mortgage company, partially offset by $10 million of
net recoveries from the media portfolio. Net charge-
offs in 2009 included $71 million related to print and
broadcast media, $60 million of residential mortgages
primarily located in California, New York, New
Jersey and Florida, $31 million related to commercial
real estate exposure in Florida and New York, $38
million to finance and leasing companies and $8
million to an auto parts manufacturer.

The provision for credit losses was $1 million in 2011
compared with $11 million in 2010 and $332 million
in 2009. The lower provision in 2011 primarily
resulted from an improvement in the loan portfolio
and a decline in criticized assets. Criticized assets
include impaired credits and higher risk-rated credits.
We anticipate the quarterly provision for credit losses
to be approximately $0 to $15 million in 2012.

The total allowance for credit losses was $497 million
at Dec. 31, 2011 and $571 million at Dec. 31, 2010.
The decrease in the allowance for credit losses reflects
a 27% decline in criticized assets.

The ratio of the total allowance for credit losses to
year-end non-margin loans was 1.59% at Dec. 31,
2011 and 1.84% at Dec. 31, 2010. The ratio of the
allowance for loan losses to year-end non-margin
loans was 1.26% at Dec. 31, 2011 compared with

1.61% at Dec. 31, 2010. The decrease reflects the
decline in criticized assets.

We had $12.8 billion of secured margin loans on our
balance sheet at Dec. 31, 2011, compared with $6.8
billion at Dec. 31, 2010. We have rarely suffered a
loss on these types of loans and do not allocate any of
our allowance for credit losses to them. As a result,
we believe that the ratio of total allowance for credit
losses to non-margin loans is a more appropriate
metric to measure the adequacy of the reserve.

Based on an evaluation of the three elements and our
qualitative framework of the allowance for credit
losses, as discussed in “Critical accounting estimates”
and Note 1 of Notes to Consolidated Financial
Statements, we have allocated our allowance for credit
losses as follows:

Allocation of allowance

2011

2010 (a) 2009 (a) 2008 (a) 2007 (a)

Other residential
mortgages
Commercial
Financial institutions
Lease financing
Foreign
Commercial real estate
Wealth management (b)

31% 41%
18
13
13
12
7
6

16
2
16
11
7
7

26%
25
12
13
8
7
9

17%
34
11
17
4
11
6

7%
43
8
19
10
9
4

Total

100% 100%

100%

(a) Restated to reflect the implementation of the qualitative

allowance framework. Excludes discontinued operations in
2010 and 2009. The allowance for credit losses includes
discontinued operations in 2008 and 2007.
Includes the allowance for wealth management mortgages.

(b)

The allocation of allowance for credit losses is
inherently judgmental, and the entire allowance for
credit losses is available to absorb credit losses
regardless of the nature of the loss.

44 BNY Mellon

Results of Operations (continued)

Nonperforming assets

The following table shows the distribution of nonperforming assets at the end of each of the last five years.

Nonperforming assets at Dec. 31
(dollars in millions)

Loans:

Other residential mortgages
Commercial real estate
Wealth management
Financial institutions
Commercial
Foreign

Total nonperforming loans

Other assets owned

2011

2010

2009

2008

2007

$ 203
40
32
23
21
10

329
12

$ 244
44
59
5
34
7

393
6

$ 190
61
58
172
65
-

546
4

97
130
2
41
14
-

284
8

20
40
-
24
15
87

186
4

Total nonperforming assets (a)

$ 341 (b)

$ 399 (b)

$ 550

$ 292

$ 190

Nonperforming assets ratio
Nonperforming assets ratio, excluding margin loans
Allowance for loan losses/nonperforming loans
Allowance for loan losses/nonperforming assets
Total allowance for credit losses/nonperforming loans
Total allowance for credit losses/nonperforming assets

0.78%
1.09
119.8
115.5
151.1
145.7

1.06%
1.29
126.7
124.8
145.3
143.1

1.50%
1.72
92.1
91.5
115.0
114.2

0.67%
0.74
146.1
142.1
186.3
181.2

0.38%
0.42
175.8
172.1
265.6
260.0

(a) Nonperforming assets at Dec. 31, 2010 and Dec. 31, 2009 exclude discontinued operations. Nonperforming assets at Dec. 31, 2008

and 2007 include discontinued operations of $96 million and $18 million, respectively.

(b) Loans of consolidated investment management funds are not part of BNY Mellon’s loan portfolio. Included in these loans are

nonperforming loans of $101 million at Dec. 31, 2011 and $218 million at Dec. 31, 2010. 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.

Nonperforming assets activity
(in millions)

Balance at beginning of year

Additions
Return to accrual status
Charge-offs
Paydowns/sales
Transferred to other real estate owned

Balance at end of year

2011

$399
180
(57)
(78)
(93)
(10)

$341

2010

$ 550
202
(32)
(86)
(236)
1

$ 399

Nonperforming assets were $341 million at Dec. 31,
2011, a decrease of $58 million compared with
Dec. 31, 2010. The decrease primarily resulted from
repayments of $46 million in the other residential
mortgage portfolio, $24 million in the commercial real
estate portfolio, $10 million in the commercial loan
portfolio, $8 million in the financial institutions
portfolio, $4 million in the wealth management
portfolio and $1 million in the foreign loan portfolio,
and charge-offs of $52 million in the other residential
mortgage portfolio, $8 million in the financial
institutions portfolio, $8 million in the foreign loan
portfolio, $6 million in the commercial loan portfolio
and $4 million in the commercial real estate portfolio.
Also in 2011, $27 million in the wealth management
portfolio, $21 million in other residential mortgages
and $9 million in the commercial portfolio returned to

accrual status. Additions in 2011 included $90 million
in the other residential mortgages portfolio, $36
million in the financial institutions portfolio, $25
million in commercial real estate portfolio, $12
million in the commercial loans portfolio, $12 million
in the foreign loan portfolio and $5 million in the
wealth management portfolio.

The following table shows loans past due 90 days or
more and still accruing interest.

Past due loans still accruing interest at year-end
2009
(in millions)

2010

2011

2008

2007

Domestic:

Consumer
Commercial

Total domestic
Foreign

$13
-

13
-

$21
12

33
-

$ 93
338

431
-

$ 27
315

342
-

-
343

343
-

Total past due loans

$13

$33

$431

$342

$343

Past due loans at Dec. 31, 2011 were primarily
comprised of other residential mortgages. For
additional information, see Note 6 of the Notes to
Consolidated Financial Statements.

BNY Mellon

Results of Operations (continued)

Deposits

Total deposits were $219.1 billion at Dec. 31, 2011,
an increase of 51% compared with $145.3 billion at
Dec. 31, 2010. The increase in deposits reflects a
higher level of both domestic and foreign deposits
resulting from much higher client deposits in our
Investment Services business.

Noninterest-bearing deposits were $95.3 billion at
Dec. 31, 2011, compared with $38.7 billion at Dec.
31, 2010. Interest-bearing deposits were $123.8
billion at Dec. 31, 2011, compared with $106.6 billion
at Dec. 31, 2010.

The aggregate amount of deposits by foreign
customers in domestic offices was $6.5 billion and
$3.6 billion at Dec. 31, 2011 and 2010, respectively.

Deposits in foreign offices totaled $85.1 billion at
Dec. 31, 2011, and $72.9 billion at Dec. 31, 2010. The
majority of these deposits were in amounts in excess
of $100,000 and were primarily overnight foreign
deposits.

The following table shows the maturity breakdown of
domestic time deposits of $100,000 or more at
Dec. 31, 2011.

Domestic time deposits > $100,000 at Dec. 31, 2011
Other
time
deposits

Certificates
of deposit

(in millions)

3 months or less
Between 3 and 6 months
Between 6 and 12 months
Over 12 months

Total

$ 37
19
19
29

$104

Short-term borrowings

$35,983
-
-
-

Total

$36,020
19
19
29

$35,983

$36,087

We fund ourselves primarily through deposits and, to
a lesser extent, other borrowings, which are comprised
of federal funds purchased and securities sold under
repurchase agreements, payables to customers and
broker-dealers, commercial paper, other borrowed
funds and long-term debt. Certain other borrowings,
for example, securities sold under repurchase
agreements, require the delivery of securities as
collateral.

See “Liquidity and dividends” below for a discussion
of long-term debt and liquidity metrics that we
monitor and the Parent’s limited reliance on short-
term borrowings.

46 BNY Mellon

Information related to federal funds purchased and
securities sold under repurchase agreements is
presented below.
Federal funds purchased and securities sold under
repurchase agreements
(dollar amounts in millions)

2011

2010

2009

Maximum daily balance

during the year
Average daily balance
Weighted-average rate

during the year

$21,690
$ 8,572

$16,006
$ 5,356

$9,076
$2,695

0.02%

0.80%

Ending balance at Dec. 31
Weighted-average rate at Dec. 31

$ 6,267

$ 5,602

$3,348

(0.05)% 2.12%

0.01%

Federal funds purchased and securities sold under
repurchase agreements

(dollar amounts in millions)

Maximum daily balance
during the quarter
Average daily balance
Weighted-average rate
during the quarter

Ending balance
Weighted-average rate at

period end

Quarter ended
Sept. 30,
2011

Dec. 31,
2011

Dec. 31,
2010

$11,717
$ 8,008

$21,690
$10,164

$12,080
$ 7,256

(0.07)% 0.03%

2.13%

$ 6,267

$ 6,768

$ 5,602

(0.05)% 0.01%

2.12%

Federal funds purchased and securities sold under
repurchase agreements were $6.3 billion at Dec. 31,
2011, compared with $6.8 billion at Sept. 30, 2011
and $5.6 billion at Dec. 31, 2010. The higher average
federal funds purchased and securities sold under
repurchase agreements in the third quarter of 2011
was primarily a function of attractive overnight repo
rate opportunities. The maximum daily balance in the
third quarter of 2011 was $21.7 billion and resulted
from the same attractive overnight borrowing
opportunities. At Dec. 31, 2011 and in the fourth
quarter of 2011, we earned revenue on securities sold
under repurchase agreements related to certain
securities for which we were able to charge a higher
rate for lending them.

Information related to payables to customers and
broker-dealers is presented below.
Payables to customers and broker-dealers
(dollar amounts in millions)

2011

2010

2009

Maximum daily balance

during the year

Average daily balance (a)
Weighted-average rate

during the year

Ending balance at Dec. 31
Weighted-average rate at Dec. 31

$14,481
$11,853

$13,454
$11,270

$14,398
$ 9,662

0.09%

0.12%

$12,671

$ 9,962

$10,721

0.09%

0.12%

0.07%

(a) The weighted average rate is calculated based on, and is
applied to, the average interest-bearing payables to
customers and broker-dealers which were $7,319 million in
2011, $6,439 million in 2010 and $5,263 million in 2009.

Results of Operations (continued)

Payables to customers and broker-dealers

(dollar amounts in millions)

Maximum daily balance
during the quarter

Average daily balance (a)
Weighted-average rate
during the quarter

Ending balance
Weighted-average rate at

period end

Quarter ended
Sept. 30,
2011

Dec. 31,
2011

Dec. 31,
2010

$14,481
$13,508

$14,190
$12,303

$12,192
$10,694

0.08%

0.10%

0.11%

$12,671

$13,097

$ 9,962

0.09%

0.12%

(a) The weighted average rate is calculated based on, and is
applied to, the average interest-bearing payables to
customers and broker-dealers, which were $8,023 million in
the fourth quarter of 2011, $7,692 million in the third quarter
of 2011 and $5,878 million in the fourth quarter of 2010.

Payables to customers and broker-dealers represent
funds awaiting re-investment and short sale proceeds,
payable on demand. Payables to customers and
broker-dealers were $12.7 billion at Dec. 31, 2011 and
$13.1 billion at Sept. 30, 2011, and $10.0 billion at
Dec. 31, 2010. Payables to customers and broker-
dealers are driven by customer trading activity levels
and market volatility.

Information related to commercial paper is presented
below.

Commercial paper
(dollar amounts in millions)

Maximum daily balance

during the year
Average daily balance
Weighted-average rate

during the year

Ending balance at Dec. 31
Weighted-average rate at Dec. 31

2011

2010

2009

$ 575
$ 98

$ 128
$ 18

$ 537
$ 196

0.04% 0.05% 0.01%
$ 10
0.03% 0.03% 0.02%

$ 10

$ 12

Commercial paper

(dollar amounts in millions)

Maximum daily balance
during the quarter
Average daily balance
Weighted-average rate
during the quarter

Ending balance
Weighted-average rate at

period end

Quarter ended
Sept. 30,
2011

Dec. 31,
2011

Dec. 31,
2010

$ 46
$ 23

$ 575
$ 300

$ 53
$ 13

0.03%
$ 10

0.08%
$ 44

0.03%
$ 10

0.03%

Commercial paper outstanding was $10 million at
Dec. 31, 2011, compared with $44 million at Sept. 30,
2011, and $10 million at Dec. 31, 2010. Our
commercial paper matures within 397 days from date
of issue and is not redeemable prior to maturity or
subject to voluntary prepayment.

Information related to other borrowed funds is
presented below.

Other borrowed funds
(dollar amounts in millions)

Maximum daily balance

during the year
Average daily balance
Weighted-average rate

2011

2010

2009

$4,561
$1,932

$5,359
$2,045

$4,789
$1,378

during the year
Balance at Dec. 31
Weighted-average rate at Dec. 31

1.10% 2.14%

2.28%

$2,174

$2,858

$ 477

1.15% 1.77%

2.79%

Other borrowed funds

(dollar amounts in millions)

Maximum daily balance
during the quarter
Average daily balance
Weighted-average rate
during the quarter

Ending balance
Weighted-average rate at

period end

Quarter ended
Sept. 30,
2011

Dec. 31,
2011

Dec. 31,
2010

$4,273
$2,109

$4,561
$1,956

$5,359
$1,986

0.95%

1.72%

1.66%

$2,174

$4,561

$2,858

1.15%

1.81%

1.77%

Other borrowed funds primarily include: term federal
funds purchased under agreement to resell;
borrowings under lines of credit by our Pershing
subsidiaries; and overdrafts of subcustodian account
balances in our Investment Services businesses.
Overdrafts in these accounts typically relate to timing
differences for settlements of these business activities.
Other borrowed funds were $2.2 billion at Dec. 31,
2011 compared with $4.6 billion at Sept. 30, 2011 and
$2.9 billion at Dec. 31, 2010. Fluctuations between
periods reflect overdrafts of subcustodian accounts.

Liquidity and dividends

BNY Mellon defines liquidity as the ability of the
Parent and its subsidiaries to access funding or
convert assets to cash quickly and efficiently,
especially during periods of market stress. Liquidity
risk is the risk that BNY Mellon cannot meet its cash
and collateral obligations at a reasonable cost for both
expected and unexpected cash flows, without
adversely affecting daily operations or financial
conditions. Liquidity risk can arise from cash flow
mismatches, market constraints from inability to
convert assets to cash, inability to raise cash in the
markets or deposit run-off.

BNY Mellon

Results of Operations (continued)

Our overall approach to liquidity management is to
ensure that sources of liquidity are sufficient in
amount and diversity such that changes in funding
requirements at the Parent and at the various bank
subsidiaries can be accommodated routinely without
material adverse impact on earnings, daily operations
or our financial condition.

BNY Mellon seeks to maintain an adequate liquidity
cushion in both normal and stressed environments and
seeks to diversify funding sources by line of business,
customer and market segment. Additionally, we seek
to maintain liquidity ratios within approved limits and
liquidity risk tolerance; maintain a liquid asset buffer
that can be liquidated, financed and/or pledged as
necessary; and control the levels and sources of
wholesale funds.

Potential uses of liquidity include withdrawals of
customer deposits and client drawdowns on unfunded
credit or liquidity facilities. We actively monitor
unfunded lending-related commitments,
thereby reducing unanticipated funding requirements.

When monitoring liquidity, we evaluate multiple
metrics to ensure ample liquidity for expected and
unexpected events. Metrics include cashflow
mismatches, asset maturities, access to debt and
money markets, debt spreads, peer ratios,

Available and liquid funds

(in millions)

Available funds:
Liquid funds:

unencumbered collateral, funding sources and balance
sheet liquidity ratios. We have begun to monitor the
Basel III liquidity coverage ratio as applied to us,
based on our current interpretation of Basel III. Ratios
we currently monitor as part of our standard analysis
include total loans as a percentage of total deposits,
deposits as a percentage of total interest-earning
assets, foreign deposits as a percentage of total
interest-earnings assets, purchased funds as a
percentage of total interest-earning assets, liquid
assets as a percentage of total interest-earning assets
and liquid assets as a percentage of purchased funds.
All of these ratios exceeded our minimum guidelines
at Dec. 31, 2011.

We also perform stress tests to verify sufficient
funding capacity is accessible after conducting
multiple stress scenarios.

Available funds are defined as liquid funds (which
include interest-bearing deposits with banks and
federal funds sold and securities purchased under
resale agreements), cash and due from banks, and
interest-bearing deposits with the Federal Reserve and
other central banks. The table below presents our total
available funds including liquid funds at period end
and on an average basis. The higher level of available
funds at Dec. 31, 2011 compared with Dec. 31, 2010
resulted from a higher level of client deposits.

Dec. 31,
2011

Dec. 31,
2010

Average

2011

2010

2009

Interest-bearing deposits with banks
Federal funds sold and securities purchased under resale agreements

Total liquid funds

Cash and due from banks
Interest-bearing deposits with the Federal Reserve and other central

banks

Total available funds

$ 36,321
4,510

40,831
4,175

$50,200
5,169

55,369
3,675

$ 55,218
4,809

60,027
4,579

$56,679
4,660

61,339
3,832

$55,797
3,238

59,035
3,638

90,243
$135,249

18,549
$77,593

47,104
$111,710

14,253
$79,424

11,938
$74,611

Total available funds as a percentage of total assets

42%

31%

38%

33%

35%

On an average basis for 2011 and 2010, non-core
sources of funds such as money market rate accounts,
certificates of deposit greater than $100,000, federal
funds purchased, trading liabilities and other
borrowings were $17.5 billion and $13.9 billion,
respectively. The increase primarily reflects higher
levels of federal funds purchased, money market rate
accounts and trading liabilities, partially offset by
lower levels of other borrowed funds. Average foreign
deposits, primarily from our European-based

Investment Services business, were $83.8 billion in
2011 compared with $71.4 billion in 2010. Domestic
savings and other time deposits averaged $35.9 billion
in 2011 compared with $28.0 billion in 2010. Both
increases reflect growth in client deposits. The deposit
growth trend could be impacted by proposed money
market fund reform and the expiration of the
temporary unlimited FDIC insurance coverage on
noninterest-bearing deposits expiring on Dec. 31,
2012.

48 BNY Mellon

Results of Operations (continued)

Average payables to customers and broker-dealers
were $7.3 billion in 2011 and $6.4 billion in 2010.
Long-term debt averaged $18.1 billion in 2011 and
$16.7 billion in 2010. The increase in average long-
term debt was driven by planned capital actions and
anticipated maturities. Average noninterest-bearing
deposits increased to $58.0 billion in 2011 from $35.2
billion in 2010 reflecting growth in client deposits. A
significant reduction in our Investment Services
business would reduce our access to deposits.

The Parent has four major sources of liquidity:

Š
Š
Š
Š

cash on hand;
dividends from its subsidiaries;
access to the commercial paper market; and
access to the long-term debt and equity markets.

Our bank subsidiaries can declare dividends to the
Parent of approximately $1.4 billion, subsequent to
Dec. 31, 2011 without the need for a regulatory
waiver. In addition, at Dec. 31, 2011, non-bank
subsidiaries of the Parent had liquid assets of
approximately $1.4 billion.

In the first quarter of 2011, BNY Mellon increased its
quarterly cash dividend to $0.13 per common share.
Any increase in BNY Mellon’s ongoing quarterly
dividends would require approval from the Federal
Reserve. The Federal Reserve’s current guidance
provides that, for large bank holding companies like
us, dividend payout ratios exceeding 30% of after-tax
net income will receive particularly close scrutiny.

Restrictions on our ability to obtain funds from our
subsidiaries are discussed in more detail in Note 20 of
the Notes to Consolidated Financial Statements.

In 2011 and 2010, the Parent’s average commercial
paper borrowings were $98 million and $18 million,
respectively. The Parent had cash of $4.6 billion at
Dec. 31, 2011, compared with $3.2 billion at Dec. 31,
2010. The Parent issues commercial paper, on an
overnight basis, to certain custody clients with excess
demand deposit balances. Overnight commercial
paper outstanding issued by the Parent was $10
million at both Dec. 31, 2011 and 2010. Net of
commercial paper outstanding, the Parent’s cash
position at Dec. 31, 2011, increased by $1.3 billion
compared with Dec. 31, 2010, reflecting the issuance
of long-term debt.

The Parent’s major uses of funds are payment of
dividends, principal and interest payments on its
borrowings, acquisitions, and additional investments
in its subsidiaries.

In 2011, we repurchased 34.8 million common shares
in the open market at an average price of $24.00 per
share for a total of $835 million.

The Parent’s reliance on short-term unsecured funding
sources such as commercial paper, federal funds and
Eurodollars purchased, certificates of deposit, time
deposits and bank notes is limited. The Parent’s
liquidity target is to have sufficient cash on hand to
meet its obligations over the next 18 months without
the need to receive dividends from its bank
subsidiaries or issue debt. As of Dec. 31, 2011, the
Parent met its liquidity target.

In October 2011, our $226 million credit agreement
with 10 financial institutions matured. We did not
renew this credit agreement. We are satisfied that our
other sources of liquidity are sufficient to meet our
liquidity needs.

In addition to our other funding sources, we also have
the ability to access the capital markets. In June 2010,
we filed shelf registration statements on Form S-3
with the SEC covering the issuance of certain
securities, including an unlimited amount of debt,
common stock, preferred stock and trust preferred
securities, as well as common stock issued under the
Direct Stock Purchase and Dividend Reinvestment
Plans. These registration statements will expire in
June 2013, at which time we plan to file new shelf
registration statements.

Our ability to access the capital markets on favorable
terms, or at all, is partially dependent on our credit
ratings, which, as of Dec. 31, 2011, were as follows:

Debt ratings at Dec. 31, 2011

Moody’s

Standard
& Poor’s Fitch

DBRS

Parent:

Long-term senior debt
Subordinated debt
Trust-preferred
securities
Short-term

Aa2
Aa3

A1
P1

The Bank of New York Mellon:

Long-term senior debt
Long-term deposits
Short-term deposits

BNY Mellon, N.A.:

Long-term senior debt
Long-term deposits
Short-term deposits

Outlook:

Aaa
Aaa
P1

Ratings
under
review

A+ AA- AA (low)
A (high)

A+

BBB
A-1

A
F1+

A (high)
R-1
(middle)

AA
AA- AA-
AA
AA-
AA
F1+ R-1 (high)
A-1+

AA- AA- (a)
AA-
A-1+

AA
AA
AA
F1+ R-1 (high)

Negative Stable

Stable

(a) Represents senior debt issuer default rating.

BNY Mellon

Results of Operations (continued)

In April 2010, Moody’s announced that regulatory
changes in the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the “Dodd-Frank Act”)
could result in lower debt and deposit ratings for U.S.
banks and other financial institutions whose ratings
currently benefit from assumed government support.
Currently, the ratings for the Parent benefit from one
notch of “lift” and The Bank of New York Mellon and
BNY Mellon, N.A. benefit from two notches of “lift”
as a result of the rating agency’s government support
assumptions. Moody’s continues to evaluate whether
to reduce its support assumptions to below
pre-financial crisis levels for banks that currently
benefit from ratings uplift. In this context, in June
2011, Moody’s rating outlook on the Parent and its
rated subsidiaries deposits, senior debt, and senior
subordinated debt changed to negative from stable. On
Aug. 3, 2011, Moody’s reiterated its negative outlook
on the Parent and its rated subsidiaries to match
Moody’s negative outlook on the U.S. Government,
and also due to its opinion that U.S. Government
support to systemically important banks could decline,
over time, as the Dodd-Frank Act and other banking
system changes are implemented.

In December 2011, Moody’s placed the long-term
ratings of the Parent and its rated subsidiaries on
review for potential downgrade. Moody’s indicated
that it would review BNY Mellon’s risk profile,
capital plans and earnings prospects in light of an
operating environment characterized by lower interest
rates, greater capital markets volatility and heightened
litigation risks. Moody’s indicated that it did not
expect to change its systemic support assumptions
during its current review. All short-term ratings for
BNY Mellon were affirmed at Prime-1 and are
unaffected by this action.

In November 2011, S&P revised its ratings
methodology for banks (the Banking Industry Country
Risk Assessment). In that context, on Nov. 29, 2011,
S&P lowered the debt ratings of the Parent and its
rated subsidiaries by one notch. S&P also revised its
rating outlook on the Parent and its rated subsidiaries
to negative from stable, reflecting S&P’s outlook on
the U.S. government rating and its assumption that our
ratings enjoy one notch of “uplift” from assumed
government support.

In January 2012, Standard & Poor’s, Fitch and DBRS
reaffirmed all of our debt ratings.

Long-term debt increased to $19.9 billion at Dec. 31,
2011 from $16.5 billion at Dec. 31, 2010, primarily

50 BNY Mellon

due to the issuance of $5.1 billion of senior medium-
term notes, summarized in the following table,
partially offset by $1.3 billion of senior and
subordinated debt that matured in 2011 and $596
million of retail medium-term notes that were called
in 2011.

Debt issuances
(in millions)

Senior medium-term notes:

3-month LIBOR + 27 bps senior medium term notes

due 2014

3-month LIBOR + 28 bps senior medium term notes

due 2014

3-month LIBOR + 85 bps senior medium term notes

due 2014

1.5% senior medium-term notes due 2014
1.7% senior medium-term notes due 2014
2.3% senior medium-term notes due 2016
2.4% senior medium-term notes due 2017
3.55% senior medium-term notes due 2021
4.15% senior medium-term notes due 2021

Total debt issuances

2011

$ 600

350

250
350
500
1,000
500
1,000
500

$5,050

In February 2012, we issued $750 million of senior
notes maturing in 2015 at an annual interest rate of
1.20% and $500 million of senior notes maturing in
2021 at an annual interest rate of 3.55%.

The Parent has $3.45 billion of long-term debt that
will mature in 2012 and has the option to call $142
million of subordinated debt in 2012, which it may
call and refinance if market conditions are favorable.

We have $1.35 billion of trust preferred securities that
are freely callable in 2012. These securities qualify as
Tier 1 capital. Any decision to call these securities
will be based on interest rates, the availability of cash
and capital, and regulatory conditions, as well as the
implementation of the Dodd-Frank Act, which
disqualifies these trust preferred securities from the
Tier 1 capital of large bank holding companies,
including BNY Mellon, over a three-year period
beginning Jan. 1, 2013.

The double leverage ratio is the ratio of investment in
subsidiaries divided by our consolidated equity plus
trust preferred securities. Our double leverage ratio
was 107.3% at Dec. 31, 2011 and 100.7% at Dec. 31,
2010. The increase in the ratio primarily reflects a
capital contribution to The Bank of New York Mellon
due to the increased size of its balance sheet. The
double leverage ratio is monitored by regulators and
rating agencies and is an important constraint on our
ability to invest in our subsidiaries and expand our
businesses.

Results of Operations (continued)

Pershing LLC, an indirect subsidiary of BNY Mellon,
has committed and uncommitted lines of credit in
place for liquidity purposes which are guaranteed by
the Parent. The committed line of credit of $1.085
billion extended by 19 financial institutions matures in
March 2012. Average daily borrowings against these
lines was $63 million in 2011. Additionally, Pershing
has another committed line of credit for $125 million
extended by one financial institution that matures in
September 2012. The average borrowing against this
line of credit was $1 million during 2011. Pershing
LLC has nine separate uncommitted lines of credit
amounting to $1.6 billion in aggregate. Average daily
borrowing under these lines was $542 million, in
aggregate, during 2011.

The committed line of credit maintained by Pershing
LLC requires the Parent to maintain:

Š
Š

shareholders’ equity of $10 billion;
a ratio of Tier 1 capital plus the allowance for
credit losses to nonperforming assets of at least
2.5; and
a double leverage ratio less than 130%.

We are currently in compliance with these covenants.

Pershing Limited, an indirect U.K.-based subsidiary
of BNY Mellon, has committed and uncommitted
lines of credit in place for liquidity purposes, which
are guaranteed by the Parent. The committed line of
credit of $233 million extended by five financial
institutions matures in March 2012. There were no
borrowings under these lines during 2011. Pershing
Limited has two separate uncommitted lines of credit
amounting to $250 million in aggregate and an
overdraft facility of $250 million. Average daily
borrowing under these lines was $37 million, in
aggregate, during 2011.

The committed line of credit maintained by Pershing
Limited requires the Parent to maintain:

Š
Š

shareholders’ equity of $5 billion;
a ratio of Tier 1 capital plus the allowance for
credit losses to nonperforming assets of at least
2.5; and
a double leverage ratio of less than 130%.

We are currently in compliance with these covenants.

Statement of cash flows

Cash provided by operating activities was $2.2 billion
in 2011 compared to $4.1 billion in 2010 and $3.8
billion in 2009. In 2011 and 2010, the cash flows from
operations were principally the result of earnings. In
2009, earnings, excluding the non-cash impact of
investment securities losses, depreciation and
amortization and accruals and other balances, partially
offset by deferred tax benefits and changes in trading
activities, were a significant source of funds.

In 2011, cash used for investing activities was $80.2
billion compared to $14.9 billion in 2010 and cash
provided by investing activities of $23.1 million in
2009. In 2011, increases in interest-bearing deposits
with the Federal Reserve and other central banks, and
the purchases of securities, partially offset by a
decrease in interest-bearing deposits with banks and
sales, paydowns and maturities of securities, were
significant uses of funds. In 2010, purchases of
securities available-for-sale, an increase in interest-
bearing deposits with the Federal Reserve and other
central banks, and the Acquisitions were a significant
use of funds. In 2009, interest-bearing deposits with
the Federal Reserve and other central banks was a
significant source of funds, partially offset by
purchases of securities available for sale.

Cash provided by financing activities was $78.8
billion in 2011 and $10.8 billion in 2010, compared
with $28.0 billion in 2009 used for financing
activities. In 2011, changes in deposits and payables
to customers and broker dealers and proceeds from the
issuance of long-term debt were significant sources of
funds. In 2010, change in deposits, federal funds
purchased and securities sold under repurchase
agreements, other funds borrowed and the proceeds
from issuances of long-term debt were significant
sources of funds, partially offset by repayments of
long-term debt. In 2009, change in deposits, other
borrowed funds and the repurchase of the Series B
preferred stock and the warrant were significant uses
of funds, partially offset by proceeds from the
issuance of long term debt and common stock, and the
change in federal funds purchased and securities sold
under repurchase agreements.

BNY Mellon

Results of Operations (continued)

Commitments and obligations

We have contractual obligations to make fixed and
determinable payments to third parties as indicated in

Contractual obligations at Dec. 31, 2011

(in millions)

Deposits without a stated maturity
Term deposits
Federal funds purchased and securities sold under repurchase agreements
Payables to customers and broker-dealers
Other borrowed funds (a)
Long-term debt (b)
Unfunded pension and post retirement benefits
Capital leases

Total contractual obligations

(a)
(b)

Including commercial paper.
including interest.

the table below. The table excludes certain obligations
such as trade payables and trading liabilities, where
the obligation is short-term or subject to valuation
based on market factors.

Total

$ 33,959
89,800
6,267
12,671
2,184
24,396
431
81

Less than
1 year

$ 33,959
89,770
6,267
12,671
2,184
4,294
44
36

Payments due by period

1-3 years

3-5 years

-
23
-
-
-
7,116
82
43

-
3
-
-
-
4,396
96
2

Over
5 years

-
4
-
-
-
8,590
209
-

$169,789

$149,225

$7,264

$4,497

$8,803

We have entered into fixed and determinable commitments as indicated in the table below:

Other commitments at Dec. 31, 2011

(in millions)

Securities lending indemnifications
Lending-related commitments
Standby letters of credit
Operating leases
Commercial letters of credit
Investment commitments (a)
Purchase obligations (b)
Support agreements

Total commitments

Amount of commitment expiration per period
Over
Less than
5 years
1 year

3-5 years

1-3 years

Total

$268,812
28,406
6,707
2,065
437
165
1,304
63

$268,812
9,910
2,238
318
437
21
631
-

-
6,521
3,492
555
-
-
539
63

$307,959

$282,367

$11,170

$
-
11,773
829
394
-
1
91
-

$13,088

-
202
148
798
-
143
43
-

$1,334

Includes private equity and Community Reinvestment Act commitments.

(a)
(b) Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and specify all

significant terms.

In addition to the amounts shown in the table above,
at Dec. 31, 2011, $250 million of unrecognized tax
benefits have been recorded as liabilities in
accordance with ASC 740. Related to these
unrecognized tax benefits, we have also recorded a
liability for potential interest of $59 million. At this
point, it is not possible to determine when these
amounts will be settled or resolved.

See “Liquidity and dividends” and Note 24 of the
Notes to Consolidated Financial Statements for a
further discussion of the source of funds for our
commitments and obligations and known material
trends in our capital resources.

52 BNY Mellon

Off-balance sheet arrangements

Off-balance sheet arrangements discussed in this
section are limited to guarantees, retained or
contingent interests, support agreements, and
obligations arising out of unconsolidated variable
interest entities. For BNY Mellon, these items include
certain credit guarantees and securitizations.
Guarantees include: lending-related guarantees issued
as part of our corporate banking business; securities
lending indemnifications issued as part of our
servicing and fiduciary businesses; and support
agreements issued to customers in our Investment
Services and Investment Management businesses. See
Note 24 of the Notes to Consolidated Financial
Statements for a further discussion of our off-balance
sheet arrangements.

Results of Operations (continued)

Capital

Capital data
(dollar amounts in millions except per
share amounts; common shares in
thousands)

At period end:
BNY Mellon shareholders’ equity to

total assets ratio

Total BNY Mellon shareholders’ equity $
Tangible BNY Mellon shareholders’

equity – Non-GAAP (a)
Book value per common share
Tangible book value per common

share – Non-GAAP (a)

Closing common stock price per share
Market capitalization
Common shares outstanding

Full-year:
Average common equity to average

assets

Cash dividends per common share
Dividend payout ratio
Dividend yield

17.3 million shares in the open market, at an average
price of $21.53 per share for a total of $371 million.

The unrealized net of tax gain on our available-for-
sale investment securities portfolio recorded in
accumulated other comprehensive income was $417
million at Dec. 31, 2011 compared with $151 million
at Dec. 31, 2010. The improvement in the valuation of
the investment securities portfolio was driven by
improved valuations of agency RMBS and U.S.
Treasury securities, partially offset by declines in
valuations of certain non-agency residential mortgage-
backed securities.

In March 2011, the board of directors authorized a
44% increase in the quarterly common stock dividend
to $0.13 per common share.

2011

2010

10.3%

33,417

$
$

12,787
27.62

13.1%

32,354

11,057
26.06

$
$

10.57
$
19.91
$
$
24,085
1,209,675

8.91
$
30.20
$
$
37,494
1,241,530

11.5%
0.48

24%
2.4%

13.1%
0.36

18%
1.2%

In January 2012, we declared a quarterly common
stock dividend of $0.13 per common share. This cash
dividend was paid on Feb. 7, 2012, to shareholders of
record as of the close of business on Jan. 30, 2012.

(a) See “Supplemental Information” beginning on page 66 for a

reconciliation of GAAP to non-GAAP.

Capital adequacy

Total The Bank of New York Mellon Corporation
shareholders’ equity increased compared with
Dec. 31, 2010. The increase primarily reflects
earnings retention and an unrealized gain in the
investment securities portfolio resulting from a
decline in interest rates, partially offset by share
repurchases.

During 2011, we repurchased 34.8 million shares in
the open market, at an average price of $24.00 per
share for a total of $835 million. Our capital plan for
2011 authorized the repurchase of up to $1.3 billion
worth of common shares. In 2012, we continued to
repurchase shares under the 2011 capital plan.
Through Feb. 27, 2012, we repurchased

Regulators establish certain levels of capital for bank
holding companies and banks, including BNY Mellon
and our bank subsidiaries, in accordance with
established quantitative measurements. For the Parent
to maintain its status as a financial holding company,
our bank subsidiaries and BNY Mellon must, among
other things, qualify as well capitalized.

As of Dec. 31, 2011 and 2010, BNY Mellon and our
bank subsidiaries were considered well capitalized on
the basis of the Basel I Total and Tier 1 capital to risk-
weighted assets ratios and the leverage ratio (Basel I
Tier 1 capital to quarterly average assets as defined
for regulatory purposes).

BNY Mellon

Results of Operations (continued)

Our consolidated and largest bank subsidiary, The Bank of New York Mellon, capital ratios are shown below.

Consolidated and largest bank subsidiary capital ratios

Well
capitalized

Adequately
capitalized

Dec. 31,

2011

2010

Consolidated capital ratios:

Estimated Basel III Tier 1 common equity ratio – Non-GAAP (a)(b)
Tangible BNY Mellon shareholders’ equity to tangible assets of operations

ratio – Non-GAAP (b)

Determined under Basel I-based guidelines:
Tier 1 common equity to risk-weighted assets ratio – Non-GAAP (b)
Tier 1 capital
Total capital
Leverage – guideline

The Bank of New York Mellon capital ratios:

Tier 1 capital
Total capital
Leverage

N/A

6%
10
5

N/A

N/A
N/A
N/A
N/A

4%
8
3

7.1%

N/A

6.4

5.8%

13.4%
15.0
17.0
5.2

14.3%
17.7
5.3

11.8%
13.4
16.3
5.8

11.4%
15.3
5.3

(a) Our estimated Basel III Tier 1 common equity ratio (Non-GAAP) reflects our current interpretation of the Basel III rules. Our

estimated Basel III Tier 1 common equity ratio could change in the future as the U.S. regulatory agencies implement Basel III or if our
businesses change.

(b) See “Supplemental Information” beginning on page 66 for a calculation of this ratio.
N/A – Not applicable at the consolidated company level. Well capitalized and adequately capitalized have not been defined for Basel III.

At Dec. 31, 2011, our estimated Basel III Tier 1
common equity ratio was 7.1%, an improvement of
more than 100 basis points from March 31, 2011. The
improvement was driven by earnings retention and the
reduction of goodwill and intangible assets related to
the sale of Shareowner Services and paydowns on
sub-investment grade securities, partially offset by
share repurchases.

If a financial holding company such as BNY Mellon
fails to qualify as “well capitalized”, it may lose its
status as a financial holding company, which may
restrict its ability to undertake or continue certain
activities or make acquisitions that are not generally
permissible for bank holding companies without
financial holding company status. Failure by one of
our U.S. bank subsidiaries to maintain a well
capitalized status could lead to an increase in its FDIC
assessment.

If a bank holding company such as BNY Mellon or
bank such as The Bank of New York Mellon or BNY
Mellon, N.A. fails to qualify as “adequately
capitalized”, regulatory sanctions and limitations are
imposed. At Dec. 31, 2011, the amounts of capital by
which BNY Mellon and our largest bank subsidiary,
The Bank of New York Mellon, exceed the “well
capitalized” guidelines are as follows.

Capital above guidelines at
Dec. 31, 2011
(in millions)

Tier 1 capital
Total capital
Leverage

Consolidated

$9,254
7,208
565

The Bank of
New York
Mellon

$7,241
6,708
618

In 2011, average non-interest bearing client deposits
increased 65% primarily related to the events in
Europe and the U.S. The additional deposits, which
increased the balance sheet, required the Parent to
make a capital contribution to The Bank of New York
Mellon in order for The Bank of New York Mellon to
maintain its leverage ratio above well capitalized
guidelines in 2011. The leverage ratio of The Bank of
New York Mellon was 5.3% at both Dec. 31, 2011
and Dec. 31, 2010.

The Basel I Tier 1 capital ratio varies depending on
the size of the balance sheet at quarter-end and the
level and types of investments. The balance sheet size
fluctuates from quarter to quarter based on levels of
customer and market activity. In general, when
servicing clients are more actively trading securities,
deposit balances and the balance sheet as a whole is
higher. In addition, when markets experience
significant volatility, our balance sheet size may
increase considerably as client deposit levels increase.

54 BNY Mellon

Results of Operations (continued)

In 2011, we generated $2.8 billion of gross Basel I
Tier 1 common equity primarily driven by earnings
retention.

The following table shows the impact of a $1 billion
increase or decrease in risk-weighted assets or a $100
million increase or decrease in common equity on the
consolidated capital ratios at Dec. 31, 2011.

Dec. 31,

2011

2010

Potential impact to capital ratios as of Dec. 31, 2011

Increase or decrease of

Basel I Tier 1 common equity generation

(in millions)

Net income applicable to common

shareholders of The Bank of New York
Mellon Corporation – GAAP

Add: Amortization of intangible assets, net

of tax

Gross Basel I Tier 1 common equity

generated

Less capital deployed:

Dividends
Common stock repurchases
Goodwill and intangible assets related to

acquisitions/dispositions

Total capital deployed

Add: Other

$2,516

$2,518

269

264

2,785

2,782

593
835

(213)

1,215
241

441
-

2,343

2,784
726

Net Basel I Tier 1 common equity generated

$1,811

$ 724

Our Basel I Tier 1 capital ratio was 15.0% at Dec. 31,
2011, compared with 13.4% at Dec. 31, 2010. The
increase in the Basel I Tier 1 capital ratio compared
with Dec. 31, 2010, primarily reflects earnings
retention and a reduction in goodwill and intangible
assets resulting from the sale of the Shareowner
Services business. At Dec. 31, 2011, our total assets
were $325.3 billion compared with $247.3 billion at
Dec. 31, 2010. The increase in assets did not impact
our risk-weighted assets as the increase was primarily
in lower risk-weighted government investments and
deposits with the Federal Reserve and other central
banks. Our Basel I Tier 1 leverage ratio was 5.2% at
Dec. 31, 2011, compared with 5.8% at Dec. 31, 2010.
The decrease reflects higher average assets driven by
higher client deposits.

$1 billion in risk-
weighted assets/
quarterly
average

assets (a)

$100 million in
common equity

10 bps
10
3

15 bps
17
2

6 bps

4 bps

(basis points)

Basel I:

Tier 1 capital
Total capital
Leverage

Basel III:

Estimated Tier 1

common equity
ratio

(a) Quarterly average assets determined under Basel I

regulatory guidelines.

Our tangible BNY Mellon shareholders’ equity to
tangible assets of operations ratio was 6.4% at Dec.
31, 2011, up from 5.8% at Dec. 31, 2010. The
increase compared with the prior year primarily
reflects earnings retention and a reduction in goodwill
and intangible assets as a result of the sale of
Shareowner Services.

At Dec. 31, 2011, we had $1.7 billion of trust
preferred securities outstanding, all of which qualifies
as Tier 1 capital. On June 20, 2012, the “stock
purchase date,” as defined in the prospectus
supplement for the trust preferred securities of Mellon
Capital IV, the sole assets of the trust will become
shares of a series of our non-cumulative perpetual
preferred stock.

BNY Mellon

Results of Operations (continued)

The following tables present the components of our Basel I Tier 1 and Total risk-based capital as well as the Basel
I risk-weighted assets at Dec. 31, 2011 and 2010.

Components of Basel I Tier 1 and total risk-based capital (a)
(in millions)

Tier 1 capital:

Common shareholders’ equity
Trust preferred securities
Adjustments for:

Goodwill and other intangibles (c)
Pensions/cash flow hedges
Securities valuation allowance
Merchant banking investments

Total Tier 1 capital

Tier 2 capital:

Qualifying unrealized gains on equity securities
Qualifying subordinated debt
Qualifying allowance for credit losses

Total Tier 2 capital

Total risk-based capital

Dec. 31,

2011

2010 (b)

$ 33,417
1,659

$ 32,354
1,676

(20,630)
1,426
(450)
(33)

15,389

2
1,545
497

2,044

(21,297)
1,053
(170)
(19)

13,597

5
2,381
571

2,957

$ 17,433

$ 16,554

Includes discontinued operations.

(a) On a regulatory basis as determined under Basel 1 guidelines.
(b)
(c) Reduced by deferred tax liabilities associated with non-tax deductible identifiable intangible assets of $1,459 million at Dec. 31, 2011
and $1,625 million at Dec. 31, 2010 and deferred tax liabilities associated with tax deductible goodwill of $967 million at Dec. 31,
2011 and $816 million at Dec. 31, 2010.

Components of Basel I risk-weighted assets (a)

(in millions)
Assets:
Cash, due from banks and interest-bearing deposits in banks
Securities
Trading assets
Fed funds sold and securities purchased under resale agreements
Loans
Allowance for loan losses
Other assets

Total assets

Off-balance sheet exposure:
Commitments to extend credit
Securities lending
Standby letters of credit and other guarantees
Derivative instruments

Total off-balance sheet exposure

Market risk equivalent assets

Total risk-weighted assets

Average assets for leverage capital purposes

(a) On a regulatory basis as determined under Basel 1 guidelines.
(b)

Includes discontinued operations.

2011

2010 (b)

Balance
sheet/
notional
amount

Risk-
weighted
assets

Balance
sheet/
notional
amount

Risk-
weighted
assets

$ 130,739
81,988
7,861
4,510
43,979
(394)
56,583
$ 325,266

28,763
270,346
8,372
1,395,522
$1,703,003

8,144
18,084
-
152
26,028
-
24,294
$ 76,702

$ 10,733
176
7,715
4,473
$ 23,097
2,456
$102,255
$296,484

72,424
66,307
6,276
5,169
37,808
(498)
59,773
$ 247,259

29,845
279,931
10,696
1,438,995
$1,759,467

$ 10,718
18,230
-
304
24,368
-
21,127
$ 74,747

$ 10,946
101
9,341
4,678
$ 25,066
1,594
$101,407
$235,905

56 BNY Mellon

Results of Operations (continued)

The following table presents the calculation of our estimated Basel III Tier 1 common equity ratio.

Estimated Basel III Tier 1 common equity ratio – Non-GAAP (a)
(dollars in millions)

Total Tier 1 capital – Basel I
Less: Trust preferred securities

Adjustments related to AFS securities and pension liabilities included in AOCI (b)
Adjustments related to equity method investments (b)
Net pension fund assets (b)
Other

Total estimated Basel III Tier 1 common equity

Total risk-weighted assets – Basel I
Add: Adjustments (c)

Total estimated Basel III risk-weighted assets
Estimated Basel III Tier 1 common equity ratio – (Non-GAAP)

Dec. 31, 2011

$ 15,389
1,659
944
555
90
(3)

$ 12,144
$102,255
67,813

$170,068

7.1%

(a) Our estimated Basel III Tier 1 common equity ratio (Non-GAAP) reflects our current interpretation of the Basel III rules. Our

estimated Basel III Tier 1 common equity ratio could change in the future as the U.S. regulatory agencies implement Basel III or if our
businesses change.

(b) Basel III does not add back to capital the adjustment to other comprehensive income that Basel I and Basel II make for pension
liabilities and available-for-sale securities. Also, under Basel III, pension assets recorded on the balance sheet and adjustments
related to equity method investments are a deduction from capital.

(c) Primary differences between Basel I and Basel III include: the determination of credit risk under Basel I uses predetermined risk
weights and asset classes, while under Basel III includes borrower credit ratings and internal risk models; the treatment of
securitizations that fall below investment grade receive a significantly higher risk weighting under Basel III than Basel I; also, Basel
III includes additional adjustments for operational risk, market risk, counter party credit risk and equity exposures.

Stock repurchase program

Share repurchases during fourth quarter 2011

(common shares
in thousands)

October 2011
November 2011
December 2011

Fourth quarter 2011

Total shares
repurchased

Average price
per share

Total shares
repurchased as part of a
publicly announced plan

12
2,565
1,057

3,634 (a)

$18.65
19.98
18.99

$19.69

-
2,500
1,000

3,500

Maximum number (or
approximate dollar value)
of shares (or units) that
may yet be purchased
under plans or programs

15,521
13,021
12,021

12,021

(a)

Includes 134,000 shares that were repurchased at a purchase price of $3 million from employees, primarily in connection with the
employees’ payment of taxes upon the vesting of restricted stock.

On Dec. 18, 2007, the Board of Directors of BNY
Mellon authorized the repurchase of up to 35 million
shares of common stock. On March 22, 2011, the
Board of Directors of BNY Mellon authorized the
repurchase of up to an additional 13 million shares of
common stock. At Dec. 31, 2011, 12 million common
shares were available for repurchase under the
program. On Feb. 14, 2012, in order to continue with
share repurchases under our 2011 capital plan, the
Board of Directors authorized the repurchase of an
additional 12 million shares of common stock,
provided that the aggregate shares repurchased are
within the $1.3 billion 2011 capital plan. There is no
expiration date on the share repurchase authorizations.

Risk management

Governance

Risk management and oversight begins with the
Board of Directors and two key Board committees:
the Risk Committee and the Audit Committee.

The Risk Committee is comprised entirely of
independent directors and meets on a regular basis to
review and assess the control processes with respect to
the Company’s inherent risks. They also review and
assess the risk management activities of the Company
and the Company’s fiduciary risk policies and

BNY Mellon

Results of Operations (continued)

activities. Policy formulation and day-to-day oversight
of the Risk Management Framework is delegated to the
Chief Risk Officer, who, together with the Chief
Auditor and Chief Compliance Officer, helps ensure an
effective risk management governance structure. The
roles and responsibilities of the Risk Committee are
described in more detail in its charter, a copy of which
is available on our website, www.bnymellon.com.

The Audit Committee is also comprised entirely of
independent directors, all of whom are financially
literate within the meaning of the NYSE listing
standards, and two of whom have been determined to
be audit committee financial experts as set out in the
rules and regulations under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and to
have accounting or related financial management
expertise within the meaning of the NYSE listing
standards, and who have banking and financial
management expertise within the meaning of the FDIC
rules. The Audit Committee meets on a regular basis to
perform an oversight review of the integrity of the
financial statements and financial reporting process,
compliance with legal and regulatory requirements, our
independent registered public accountant’s
qualifications and independence, and the performance
of our registered public accountant and internal audit
function. The Audit Committee also reviews
management’s assessment of the adequacy of internal
controls. The functions of the Audit Committee are
described in more detail in its charter, a copy of which
is available on our website, www.bnymellon.com.

The Senior Risk Management Committee (“SRMC”)
is the most senior management body responsible for
ensuring that emerging risks are weighed against the
corporate risk appetite and that any material
amendments to the risk appetite statement are
properly vetted and recommended to the Executive
Committee and the Board for approval. The SRMC
also reviews any material breaches to our risk appetite
and approves action plans required to remediate the
issue. SRMC provides oversight for the risk
management, compliance and ethics framework. The
Chief Executive Officer, Chief Risk Officer and Chief
Financial Officer are among SRMC’s members.

Risk appetite statement

BNY Mellon defines risk appetite as the level of risk
it is normally willing to accept while pursuing the
interests of our major stakeholders, including our
clients, shareholders, employees and regulators. The
Company has adopted the following as its risk
appetite statement: “Risk taking is a fundamental
characteristic of providing financial services and

58 BNY Mellon

arises in every transaction we undertake. Our risk
appetite is driven by the fact that we are a leading
manager and servicer of global financial assets and play
a major role in the global marketplace. As a result, we
are committed to maintaining a strong balance sheet
throughout market cycles and to delivering operational
excellence to meet the expectations of our major
stakeholders, including our clients, shareholders,
employees and regulators. The balance sheet will be
characterized by strong liquidity, superior asset quality,
ready access to external funding sources at competitive
rates and a strong capital structure, that supports our
risk taking activities and is adequate to absorb potential
losses. These characteristics support our goal of having
superior debt ratings among our peers. To that end, the
company’s Risk Management Framework has been
designed to:

ensure that appropriate risk tolerances (“limits”)
are in place to govern our risk taking activities
across all businesses and risk types;
ensure that our risk appetite principles permeate
the company’s culture and are incorporated into
our strategic decision-making processes;
ensure rigorous monitoring and reporting of key
risk metrics to senior management and the board
of directors; and
ensure that there is an on-going, and forward-
looking, capital planning process to support our
risk taking activities.”

Primary risk types

The understanding, identification and management of
risk are essential elements for the successful
management of BNY Mellon. Our primary risk
categories are:

Type of risk Description

Operational The risk of loss resulting from inadequate or
failed internal processes, human factors and
systems, breaches of technology and
information systems, or from external events.

Market

Credit

The risk of loss due to adverse changes in the
financial markets. Market risk arises from
derivative financial instruments, such as futures,
forwards, swaps and options, and other financial
instruments, including loans, securities,
deposits, and other borrowings. Our market
risks are primarily interest rate and foreign
exchange risk, equity risk and credit risk.

The possible loss we would suffer if any of our
borrowers or other counterparties were to
default on their obligations to us. Credit risk
arises primarily from lending, trading, and
securities servicing activities.

Results of Operations (continued)

Operational risk

Overview

In providing a comprehensive array of products and
services, we may be exposed to operational risk.
Operational risk may result from, but is not limited to,
errors related to transaction processing, breaches of
internal control systems and compliance requirements,
fraud by employees or persons outside BNY Mellon
or business interruption due to system failures or other
events. Operational risk may also include breaches of
our technology and information systems resulting
from unauthorized access to confidential information
or from internal or external threats, such as cyber
attacks. Operational risk also includes potential legal
or regulatory actions that could arise as a result of
noncompliance with applicable laws and/or regulatory
requirements. In the case of an operational event, we
could suffer a financial loss as well as damage to our
reputation.

To address these risks, we maintain comprehensive
policies and procedures and an internal control
framework designed to provide a sound operational
environment. These controls have been designed to
manage operational risk at appropriate levels given
our financial strength, the business environment and
markets in which we operate, the nature of our
businesses, and considering factors such as
competition and regulation. Our internal auditors and
internal control group monitor and test the overall
effectiveness of the internal control and financial
reporting systems on an ongoing basis.

We have also established procedures that are designed
to ensure that policies relating to conduct, ethics and
business practices are followed on a uniform basis.
Among the procedures designed to ensure
effectiveness are our “Code of Conduct,” “Know
Your Customer,” and compliance training programs.

Operational risk management

We have established operational risk management as
an independent risk discipline. The Operational Risk
Management (“ORM”) Group and Information Risk
Management (“IRM”) Group reports to the Chief Risk
Officer. The organizational framework for operational
risk is based upon a strong risk culture that
incorporates both governance and risk management
activities comprising:

Š Board Oversight and Governance – The Risk

Committee of the Board approves and oversees
our operational risk management strategy in

addition to credit and market risk. The Risk
Committee meets regularly to review and
approve operational risk management initiatives,
discuss key risk issues, and review the
effectiveness of the risk management systems.

Š Accountability of Businesses – Business

managers are responsible for maintaining an
effective system of internal controls
commensurate with their risk profiles and in
accordance with BNY Mellon policies and
procedures.

Š ORM Group – The ORM Group is responsible
for developing risk management policies and
tools for assessing, measuring, monitoring and
managing operational risk for BNY Mellon. The
primary objectives of the ORM group are to
promote effective risk management, identify
emerging risks, create incentives for generating
continuous improvement in controls, and to
optimize capital.
IRM Group – The IRM Group is responsible for
developing policies and tools for identifying,
assessing, measuring and monitoring
information and technology risk for BNY
Mellon. The IRM Group partners with the
businesses to focus on three primary areas:
access, information protection, and technology
controls. The primary objectives of the IRM
Group are to help maintain and protect the
confidentiality, integrity, and availability of the
firm’s information and technology assets from
internal and external threats such as cyber
attacks.

Market risk

In addition to the Risk Committee and SRMC,
oversight of market risk is performed by certain
committees and through executive review meetings.
Detailed reviews of derivative trading positions and of
all model validations/stress tests results are conducted
during the Global Markets Weekly Risk Review.
Senior managers from Risk Management, Finance and
Sales and Trading attend the review.

Business Risk meetings for the Global Markets and
Capital Markets businesses also provide a forum for
market risk oversight. The goal of Business Risk
meetings, which are held at least quarterly, is to
review key risk and control issues and related
initiatives facing all lines of business including Global
Markets and Capital Markets. The following activities
are also addressed during Business Risks meetings:

Š Reporting of all new Monitoring Limits and

changes to existing limits;

BNY Mellon

Results of Operations (continued)

Š Monitoring of trading exposures, VaR, market
sensitivities and stress testing results; and
Š Reporting results of all model validations.

reflect the transactions’ structures including the
effects of guarantees, collateral, and relative seniority
of position.

The Derivatives Documentation Committee reviews
and approves variations in the Company’s
documentation standards as it relates to derivative
transactions. In addition, this committee reviews all
outstanding confirmations to identify potential
exposure to the Company. Finally, the Risk
Quantification and Modelling Committee validates
and reviews backtesting results.

Credit risk

To balance the value of our activities with the credit
risk incurred in pursuing them, we set and monitor
internal credit limits for activities that entail credit
risk, most often on the size of the exposure and the
maximum maturity of credit extended. For credit
exposures driven by changing market rates and prices,
exposure measures include an add-on for such
potential changes.

We manage credit risk at both the individual exposure
level as well as at the portfolio level. Credit risk at the
individual exposure level is managed through our
credit approval system of Credit Portfolio Managers
(“CPMs”) and the Chief Credit Officer (“CCO”). The
CPMs and CCO are responsible for approving the
size, terms and maturity of all credit exposures as well
as the ongoing monitoring of the exposures. In
addition, they are responsible for assigning and
maintaining the risk ratings on each exposure.

Credit risk management at the portfolio level is
supported by Enterprise Risk Architecture (“ERA”),
formerly the Portfolio Management Division within
the Risk Management and Compliance Sector. The
ERA is responsible for calculating two fundamental
credit measures. First, we project a statistically
expected credit loss, used to help determine the
appropriate loan loss reserve and to measure customer
profitability. Expected loss considers three basic
components: the estimated size of the exposure
whenever default might occur, the probability of
default before maturity and the severity of the loss we
would incur, commonly called “loss given default.”
For corporate banking, where most of our credit risk is
created, unfunded commitments are assigned a usage
given default percentage. Borrowers/Counterparties
are assigned ratings by CPMs and the CCO on an
18-grade scale, which translate to a scaled probability
of default. Additionally, transactions are assigned
loss-given-default ratings (on a 12-grade scale) that

60 BNY Mellon

The second fundamental measurement of credit risk
calculated by the ERA is called economic capital. Our
economic capital model estimates the capital required
to support the overall credit risk portfolio. Using a
Monte Carlo simulation engine and measures of
correlation among borrower defaults, the economic
model examines extreme and highly unlikely
scenarios of portfolio credit loss in order to estimate
credit-related capital, and then allocates that capital to
individual borrowers and exposures. The credit-
related capital calculation supports a second tier of
policy standards and limits by serving as an input to
both profitability analysis and concentration limits of
capital at risk with any one borrower, industry or
country.

The ERA is responsible for the calculation
methodologies and the estimates of the inputs used in
those methodologies for the determination of expected
loss and economic capital. These methodologies and
input estimates are regularly evaluated to ensure their
appropriateness and accuracy. As new techniques and
data become available, the ERA attempts to
incorporate, where appropriate, those techniques or
data.

Credit risk is intrinsic to much of the banking
business. However, BNY Mellon seeks to limit both
on- and off-balance sheet credit risk through prudent
underwriting and the use of capital only where risk-
adjusted returns warrant. We seek to manage risk and
improve our portfolio diversification through
syndications, asset sales, credit enhancements, credit
derivatives, and active collateralization and netting
agreements. In addition, we have a separate Credit
Risk Review group, which is part of Internal Audit,
made up of experienced loan review officers who
perform timely reviews of the loan files and credit
ratings assigned to the loans.

Global compliance

Our global compliance function provides leadership,
guidance, and oversight to help our businesses
identify applicable laws and regulations and
implement effective measures to meet the specific
requirements. Compliance takes a proactive approach
by anticipating evolving regulatory standards and
remaining aware of industry best practices, legislative
initiatives, competitive issues, and public expectations
and perceptions. The function uses its global reach to

Results of Operations (continued)

disseminate information about compliance-related
matters throughout BNY Mellon. The Chief
Compliance and Ethics Officer reports to the Chief
Risk Officer, is a member of key committees of BNY
Mellon and provides regular updates to the Audit and
Risk Committees of the Board of Directors.

management and has been reviewed by the Risk
Committee of the Board of Directors. Due to the
evolving nature of quantification techniques, we expect
to continue to refine the methodologies used to estimate
our economic capital requirements.

Internal audit

Internal Audit is an independent, objective assurance
function that reports directly to the Audit Committee
of the Company’s Board of Directors. It assists the
Company in accomplishing its objectives by bringing
a systematic, disciplined, risk-based approach to
evaluate and improve the effectiveness of the
Company’s risk management, control, and governance
processes. The scope of Internal Audit’s work
includes the review and evaluation of the adequacy,
effectiveness, and sustainability of risk management
procedures, internal control systems, information
systems and governance processes.

Economic capital

BNY Mellon has implemented a methodology to
quantify economic capital. We define economic
capital as the capital required to protect against
unexpected economic losses over a one-year period at
a level consistent with the solvency of a firm with a
target debt rating. We quantify economic capital
requirements for the risks inherent in our business
activities using statistical modeling techniques and
then aggregate them at the consolidated level. A
capital reduction, or diversification benefit, is applied
to reflect the unlikely event of experiencing an
extremely large loss in each type of risk at the same
time. Economic capital levels are directly related to
our risk profile. As such, it has become a part of our
internal capital assessment process and, along with
regulatory capital, is a key component to ensuring that
the actual level of capital is commensurate with our
risk profile, and is sufficient to provide the financial
flexibility to undertake future strategic business
initiatives.

The framework and methodologies to quantify each of
our risk types have been developed by the ERA and are
designed to be consistent with our risk management
principles. The framework has been approved by senior

Stress Testing

It is the policy of the company to perform Enterprise-
Wide Stress Testing at regular intervals as part of its
Internal Capital Adequacy Assessment Process
(“ICAAP”). Additionally, the company performs or
will perform an analysis of capital adequacy in a
stressed environment in its Enterprise-wide Stress
Test Framework, as required by the enhanced
prudential standards issued pursuant to the Dodd-
Frank Act, and as part of the annual Comprehensive
Capital Analysis and Review (“CCAR”) process.

Enterprise-Wide Stress Testing performs analysis
across the company’s Lines of Business, products,
geographic areas, and risk types incorporating the
results from the different underlying models and
projections given a certain stress-test scenario. It is an
important component of assessing the adequacy of
capital (as in the ICAAP) as well as identifying any
high risk touch points in business activities.
Furthermore, by integrating enterprise-wide stress
testing into the company’s capital planning process,
the results provide a forward-looking evaluation of the
ability to complete planned capital actions in a more-
adverse-than-anticipated economic environment.

Trading activities and risk management

Our trading activities are focused on acting as a
market maker for our customers and facilitating
customer trades. Positions managed for our own
account are immaterial to our foreign exchange and
other trading revenue and to our overall results of
operations. The risk from market-making activities for
customers is managed by our traders and limited in
total exposure through a system of position limits, a
value-at-risk (“VaR”) methodology based on a Monte
Carlo simulation, stop loss advisory triggers, and
other market sensitivity measures. See Note 25 of the
Notes to Consolidated Financial Statements for
additional information on the VaR methodology.

BNY Mellon

The following table of total daily trading revenue or
loss illustrates the number of trading days in which
our trading revenue or loss fell within particular
ranges during the past year.

Distribution of trading revenues (losses) (a)

(dollar amounts
in millions)

Dec. 31,
2010

March 31,
2011

Sept. 30,
2011

Dec. 31,
2011

Quarter ended
June 30,
2011

Revenue range:

Number of days

Less than
$(2.5)
$(2.5) - $0
$0 - $2.5
$2.5 - $5.0
More than $5.0

-
4
17
26
16

1
2
21
29
9

-
1
20
31
12

-
2
21
26
15

-
1
19
33
8

(a) Distribution of trading revenues (losses) does not reflect the

impact of the CVA and corresponding hedge.

Foreign exchange and other trading

Under our mark-to-market methodology for derivative
contracts, an initial “risk-neutral” valuation is
performed on each position assuming time-
discounting based on a AA credit curve. In addition,
we consider credit risk in arriving at the fair value of
our derivatives.

As required by ASC 820 – Fair Value Measurements
and Disclosures, we reflect external credit ratings as
well as observable credit default swap spreads for
both ourselves as well as our counterparties when
measuring the fair value of our derivative positions.
Accordingly, the valuation of our derivative positions
is sensitive to the current changes in our own credit
spreads, as well as those of our counterparties. In
addition, in cases where a counterparty is deemed
impaired, further analyses are performed to value such
positions.

At Dec. 31, 2011, our over-the-counter (“OTC”)
derivative assets of $7.0 billion included a CVA
deduction of $182 million, including $8 million
related to the credit quality of certain CDO
counterparties and Lehman. Our OTC derivative
liabilities of $7.4 billion included a debit valuation
adjustment (“DVA”) of $46 million related to our own
credit spread. Net of hedges, the CVA increased $11

Results of Operations (continued)

The following tables indicate the calculated VaR
amounts for the trading portfolio for the years ended
Dec. 31, 2011 and 2010.

VaR (a)
(in millions)

2011
Average Minimum Maximum Dec. 31

Interest rate
Foreign exchange
Equity
Credit
Diversification
Overall portfolio

$ 7.9
2.8
3.2
0.1
(4.8)
9.2

$ 3.0
0.4
1.8
-
N/M
4.1

$15.7
5.9
6.1
0.3
N/M
18.2

$12.1
1.9
3.1
-
(5.8)
11.3

VaR (a)
(in millions)

2010
Average Minimum Maximum Dec. 31

Interest rate
Foreign exchange
Equity
Credit
Diversification
Overall portfolio

$ 5.9
2.7
3.6
0.6
(5.3)
7.5

$ 1.2
0.7
1.3
0.2
N/M
3.5

$10.9
5.0
7.6
1.3
N/M
11.4

$ 4.3
0.7
2.1
0.2
(3.4)
3.9

(a) VAR figures do not reflect the impact of CVA guidance in
ASC 820. This is consistent with the Regulatory treatment.
VAR exposure does not include the impact of the Company’s
consolidated investment management funds and seed capital
investments.

N/M - Because the minimum and maximum may occur on different
days for different risk components, it is not meaningful to
compute a portfolio diversification effect.

During 2011, interest rate risk generated 56% of
average VaR, equity risk generated 23% of average
VaR, foreign exchange risk accounted for 20% of
average VaR and credit risk generated 1% of average
VaR. During 2011, our daily trading loss did not
exceed our calculated VaR amount of the overall
portfolio on any given day.

BNY Mellon monitors a volatility index of global
currency using a basket of 30 major currencies. In
2011, the volatility of this index decreased
approximately 5 basis points from 2010.

62 BNY Mellon

Results of Operations (continued)

million and the DVA was unchanged in 2011. The net
impact of these adjustments decreased foreign
exchange and other trading revenue by $11 million in
2011. In 2011, we charged-off a $15 million realized
loss against the CVA reserves.

At Dec. 31, 2010, our OTC derivative assets of $4.3
billion included a CVA deduction of $78 million,
including $27 million related to the declining credit
quality of CDO counterparties and Lehman. Our OTC
derivative liabilities of $5.3 billion included a DVA of
$30 million related to our own credit spread. In 2010,

we charged-off a $39 million realized loss against the
CVA reserves. Excluding the charge-off, the CVA,
net of hedges, decreased foreign exchange and other
trading revenue $5 million in 2010.

The table below summarizes the risk ratings for our
foreign exchange and interest rate derivative
counterparty credit exposure. This information
indicates the degree of risk to which we are exposed
and significant changes in ratings classifications for
which our foreign exchange and other trading activity
could result in increased risk for us.

Foreign exchange and other trading counterparty risk rating profile (a)

Dec. 31,
2010

March 31,
2011

Quarter ended
June 30,
2011

Sept. 30,
2011

Dec. 31,
2011

Rating:

AAA to AA-
A+ to A-
BBB+ to BBB-
Noninvestment grade (BB+ and lower)

Total

(a) Represents credit rating agency equivalent of internal credit ratings.

52%
18
21
9
100%

51%
18
21
10
100%

51%
17
21
11
100%

48%
19
23
10
100%

47%
21
24
8
100%

Asset/liability management

Our diversified business activities include processing
securities, accepting deposits, investing in securities,
lending, raising money as needed to fund assets, and
other transactions. The market risks from these
activities are interest rate risk and foreign exchange
risk. Our primary market risk is exposure to
movements in U.S. dollar interest rates and certain
foreign currency interest rates. We actively manage
interest rate sensitivity and use earnings simulation and
discounted cash flow models to identify interest rate
exposures.

An earnings simulation model is the primary tool used
to assess changes in pre-tax net interest revenue. The
model incorporates management’s assumptions
regarding interest rates, balance changes on core
deposits, market spreads, changes in the prepayment
behavior of loans and securities and the impact of
derivative financial instruments used for interest rate
risk management purposes. These assumptions have
been developed through a combination of historical
analysis and future expected pricing behavior and are
inherently uncertain. As a result, the earnings
simulation model cannot precisely estimate net
interest revenue or the impact of higher or lower
interest rates on net interest revenue. Actual results
may differ from projected results due to timing,
magnitude and frequency of interest rate changes, and

changes in market conditions and management’s
strategies, among other factors.

These scenarios do not reflect strategies that
management could employ to limit the impact as
interest rate expectations change. The table below relies
on certain critical assumptions regarding the balance
sheet and depositors’ behavior related to interest rate
fluctuations and the prepayment and extension risk in
certain of our assets. To the extent that actual behavior
is different from that assumed in the models, there
could be a change in interest rate sensitivity.

We evaluate the effect on earnings by running various
interest rate ramp scenarios from a baseline scenario.
These scenarios are reviewed to examine the impact
of large interest rate movements. Interest rate
sensitivity is quantified by calculating the change in
pre-tax net interest revenue between the scenarios
over a 12-month measurement period.

The following table shows net interest revenue
sensitivity for BNY Mellon:

Estimated changes in net interest revenue
at Dec. 31, 2011
(dollar amounts in millions)

up 200 bps vs. baseline
up 100 bps vs. baseline
Long-term up 50 bps, short-term unchanged (a)
Long-term down 50 bps, short-term unchanged (a)

(a) Long-term is equal to or greater than one year.

$693
454
93
(76)

BNY Mellon

Results of Operations (continued)

The baseline scenario’s Fed Funds rate in the Dec. 31,
2011 analysis was 0.25%. The 100 basis point ramp
scenario assumes short-term rates change 25 basis points
in each of the next four quarters and the 200 basis point
ramp scenario assumes a 50 basis point per quarter
change. At Dec. 31, 2011, the up 200 basis point and the
up 100 basis point scenarios assume 10-year rates rising
187 and 87 basis points, respectively.

We also project future cash flows from our assets and
liabilities over a long-term horizon and then discount
these cash flows using instantaneous parallel shocks to
prevailing interest rates. This measure reflects the
structural balance sheet interest rate sensitivity by
discounting all future cash flows. The aggregation of
these discounted cash flows is the Economic Value of
Equity (“EVE”). The following table shows how the EVE
would change in response to changes in interest rates:

These results do not reflect strategies that
management could employ to limit the impact as
interest rate expectations change.

To manage foreign exchange risk, we fund foreign
currency-denominated assets with liability instruments
denominated in the same currency. We utilize various
foreign exchange contracts if a liability denominated
in the same currency is not available or desired, and to
minimize the earnings impact of translation gains or
losses created by investments in foreign markets. The
foreign exchange risk related to the interest rate
spread on foreign currency-denominated asset/liability
positions is managed as part of our trading activities.
We use forward foreign exchange contracts to protect
the value of our net investment in foreign operations.
At Dec. 31, 2011, net investments in foreign
operations totaled approximately $10 billion and were
spread across 13 foreign currencies.

Estimated changes in EVE at Dec. 31, 2011
Rate change:

up 200 bps vs. baseline
up 100 bps vs. baseline

Business continuity

1.2%
0.9

These results do not reflect strategies that
management could employ to limit the impact as
interest rate expectations change.

The asymmetrical accounting treatment of the impact
of a change in interest rates on our balance sheet may
create a situation in which an increase in interest rates
can adversely affect reported equity and regulatory
capital, even though economically there may be no
impact on our economic capital position. For example,
an increase in rates will result in a decline in the value
of our fixed income investment portfolio, which will
be reflected through a reduction in other
comprehensive income in our shareholders’ equity,
thereby affecting our tangible common equity
(“TCE”) ratios. Under current accounting rules, to the
extent the fair value option provided in ASC 825 is
not applied, there is no corresponding change on our
fixed liabilities, even though economically these
liabilities are more valuable as rates rise.

We project the impact of this change using the same
interest rate shock assumptions described earlier and
compare the projected mark-to-market on the
investment securities portfolio at Dec. 31, 2011, under
the higher rate environments versus a stable rate
scenario. The table below shows the impact of a
change in interest rates on the TCE ratio:

We are prepared for events that could damage our
physical facilities, cause delay or disruptions to
operational functions, including telecommunications
networks, or impair our employees, clients, vendors
and counterparties. Key elements of our business
continuity strategies are extensive planning and
testing, and diversity of business operations, data
centers and telecommunications infrastructure.

We have established multiple geographically diverse
locations for our funds transfer and broker-dealer
services operational units, which provide redundant
functionality to facilitate uninterrupted operations.

Our securities clearing, mutual fund accounting and
custody, securities lending, master trust, Unit
Investment Trust, corporate trust, item processing,
wealth management and treasury units have common
functionality in multiple sites designed to facilitate
continuance of operations or rapid recovery. In
addition, we have recovery positions for over 14,400
employees on a global basis of which over 8,200 are
proprietary.

We continue to enhance geographic diversity for
business operations by moving additional personnel to
growth centers outside of existing major urban
centers. We replicate 100% of our critical production
computer data to multiple recovery data centers.

Estimated changes in the TCE ratio at Dec. 31, 2011
(in basis points)
up 200 bps vs. baseline
up 100 bps vs. baseline

(110)
(52)

We have an active telecommunications diversity
program. All major buildings and data centers have
diverse telecommunications carriers. The data centers

64 BNY Mellon

Results of Operations (continued)

have multiple fiber optic rings and have been designed
so that there is no single point of failure.

All major buildings have been designed with diverse
telecommunications access and connect to at least two
geographically dispersed connection points. We have
an active program to audit circuits for route diversity
and to test customer back-up connections.

In 2003, the Federal Reserve, OCC and SEC jointly
published the Interagency Paper, “Sound Practices to
Strengthen the Resilience of the U.S. Financial
System” (“Sound Practices Paper”). The purpose of
the document was to define the guidelines for the
financial services industry and other interested parties
regarding “best practices” related to business
continuity planning. Under these guidelines, we are a
key clearing and settlement organization required to
meet a higher standard for business continuity.

We believe we have substantially met all of the
requirements of the Sound Practices Paper. As a core
clearing and settlement organization, we believe that
we are at the forefront of the industry in improving
business continuity practices.

We are committed to seeing that requirements for
business continuity are met not just within our own
facilities, but also within those of vendors and service

providers whose operation is critical to our safety and
soundness. To that end, we have a Service Provider
Management Office whose function is to review new
and existing service providers and vendors to see that
they meet our standards for business continuity, as
well as for information security, financial stability,
and personnel practices, etc.

We have developed a comprehensive plan to prepare
for the possibility of a flu pandemic, which anticipates
significant reduced staffing levels and will provide for
increased remote working by staff for one or more
periods lasting several weeks.

Although we are committed to observing best
practices as well as meeting regulatory requirements,
geopolitical uncertainties and other external factors
will continue to create risk that cannot always be
identified and anticipated.

Due to BNY Mellon’s robust business recovery
systems and processes, we are not materially impacted
by climate change, nor do we expect material impacts
in the near term. We have, and will continue to,
implement processes and capital projects to deal with
the risks of the changing climate. The company has
invested in the development of products and services
that support the markets related to climate change.

BNY Mellon

Supplemental Information (unaudited)

Explanation of Non-GAAP financial measures

BNY Mellon has included in this Annual Report
certain Non-GAAP financial measures based upon
tangible common shareholders’ equity. BNY Mellon
believes that the ratio of Tier 1 common equity to
risk-weighted assets and the ratio of tangible common
shareholders’ equity to tangible assets of operations
are measures of capital strength that provide
additional useful information to investors,
supplementing the Tier 1 and Total capital ratios
which are utilized by regulatory authorities. The ratio
of Tier 1 common equity to risk-weighted assets
excludes trust preferred securities, which will be
phased out as Tier 1 regulatory capital beginning in
2013. Unlike the Tier 1 and Total capital ratios, the
tangible common shareholders’ equity ratio fully
incorporates those changes in investment securities
valuations which are reflected in total 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.
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
presented its estimated Basel III Tier 1 common
equity ratio on a basis that is representative of how it
currently understands the Basel III rules. Management
views the Basel III Tier 1 common equity ratio as a
key measure in monitoring BNY Mellon’s capital
position. Additionally, the presentation of the Basel
III Tier 1 common equity ratio allows investors to
compare BNY Mellon’s Basel III Tier 1 common
equity ratio with estimates presented by other
companies. See “Capital” for a reconciliation of total
Tier 1 capital – Basel I to total estimated Basel III
Tier 1 common equity and total risk-weighted assets –
Basel I to total estimated Basel III risk-weighted
assets.

BNY Mellon has provided a measure of tangible book
value per share, which it believes provides additional
useful information as to the level of such assets in
relation to shares of common stock outstanding. BNY
Mellon has presented revenue measures, which
exclude the effect of net securities gains (losses),
SILO/LILO charges and noncontrolling interests

BNY Mellon

related to consolidated investment management funds;
expense measures which exclude restructuring
charges, support agreement charges, asset-based taxes,
M&I expenses, and amortization of intangible assets;
and measures which utilize net income excluding tax
items such as the benefit of tax settlements and
discrete tax benefits related to a tax loss on mortgages.
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 certain ongoing charges as a result
of prior transactions or valuation or other charges
unrelated to operational initiatives. M&I expenses
primarily relate to the 2007 Merger and the
Acquisitions in 2010. 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.
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 securities gains (losses), BNY
Mellon’s primary businesses are Investment
Management and Investment 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 segment. The
primary objective of the investment securities
portfolio is to generate net interest revenue from the
liquidity generated by BNY Mellon’s processing
businesses. BNY Mellon does not generally originate
or trade the securities in the investment securities
portfolio. Restructuring charges relate to our
operational efficiency initiatives, migrating positions
to global growth centers and the elimination of certain
positions. Excluding these charges permits investors
to view expense on a basis consistent with how
management views the business. Excluding the
discrete tax benefits related to a tax loss on mortgages
and the benefit of tax settlements permits investors to
calculate the tax impact of BNY Mellon’s primary
businesses.

Supplemental Information (unaudited) (continued)

The presentation of income of consolidated
investment management funds, net of noncontrolling
interests related to the consolidation of certain
investment management funds, permits investors to
view revenue on a basis consistent with prior periods.
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 Annual Report, 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 business-level basis.

Return on common equity and tangible common equity – continuing
operations
(dollars in millions)

Net income (loss) applicable to common shareholders of The Bank of New

York Mellon Corporation before extraordinary loss
Less: Net income (loss) from discontinued operations

Net income (loss) from continuing operations applicable to common

shareholders of The Bank of New York Mellon
Add: Amortization of intangible assets, net of tax

Net income (loss) from continuing operations applicable to common
shareholders of The Bank of New York Mellon Corporation before
extraordinary loss excluding amortization of intangible assets –
Non-GAAP

Less: Net securities gains (losses)
SILO/LILO/tax settlements
Add:
Support agreement charges
M&I expenses
Restructuring charges
Discrete tax benefits and the benefit of tax settlements

Net income (loss) from continuing operations applicable to common
shareholders of The Bank of New York Mellon Corporation before
extraordinary loss excluding net securities gains (losses), SILO/LILO/tax
settlements, support agreement charges, M&I expenses, restructuring
charges, discrete tax benefits and the benefit of tax settlements and
amortization of intangible assets – Non-GAAP

Average common shareholders’ equity
Less: Average goodwill

Average intangible assets

Add: Deferred tax liability – tax deductible goodwill

Deferred tax liability – non-tax deductible intangible assets

Average tangible common shareholders’ equity – Non-GAAP

Return on common equity before extraordinary loss – GAAP
Return on common equity before extraordinary loss excluding net securities
gains (losses), SILO/LILO/tax settlements, support agreement charges,
M&I expenses, restructuring charges, discrete tax benefits and the benefit of
tax settlements and amortization of intangible assets – Non-GAAP

Return on tangible common equity before extraordinary loss – Non-GAAP
Return on tangible common equity before extraordinary loss excluding net
securities gains (losses), SILO/LILO/tax settlements, support agreement
charges, M&I expenses, restructuring charges, discrete tax benefits and the
benefit of tax settlements – Non-GAAP

2011

2010

2009

2008

2007 (a)

$ 2,516
-

$ 2,518
(66)

$ (1,367)
(270)

$ 1,412
14

$ 2,219
10

2,516
269

2,584
264

(1,097)
265

1,398
292

2,209
194

2,785
31
-
N/A
59
54
-

2,848
17
-
N/A
91
19
-

(832)
(3,360)
-
N/A
144
94
(267)

1,690
(983)
410
533
288
107
-

2,403
(119)
-
2
238
-
-

$ 2,867

$ 2,941

$ 2,499

$ 4,011

$ 2,762

$33,519
18,129
5,498
967
1,459

$12,318

$31,100
17,029
5,664
816
1,625

$27,198
16,042
5,654
720
1,680

$28,212
16,525
5,896
599
1,841

$20,234
10,739
3,769
495
2,006

$10,848

$ 7,902

$ 8,231

$ 8,227

7.5%

8.3%

N/M

5.0%

10.9%

8.6%

9.5%

9.2%

22.6%

26.3%

N/M

14.2%

20.5%

13.6%

29.2%

23.3%

27.1%

31.6%

48.7%

33.6%

(a) Results for 2007 include six months of BNY Mellon and six months of legacy The Bank of New York Company, Inc.

BNY Mellon

Supplemental Information (unaudited) (continued)

Reconciliation of income (loss) from continuing operations
before income taxes – pre-tax operating margin
(dollars in millions)

2011

2010

2009

2008

2007 (a)

Income (loss) from continuing operations before income taxes – GAAP
Less: Net securities gains (losses)

$ 3,617
48

$ 3,694
27

$ (2,208)
(5,369)

$ 1,946
(1,628)

$ 3,215
(201)

Noncontrolling interests of consolidated investment management
funds

Add: SILO/LILO charges

Support agreement charges
M&I expenses
Restructuring charges
Asset-based taxes
Amortization of intangible assets

Income (loss) from continuing operations before income taxes excluding net

securities gains (losses), noncontrolling interests of consolidated investment
management funds, SILO/LILO charges, support agreement charges, M&I
expenses, restructuring charges, asset-based taxes and amortization of
intangible assets – Non-GAAP

Fee and other revenue – GAAP
Income of consolidated investment management funds – GAAP
Net interest revenue – GAAP

Total revenue – GAAP

Less: Net securities gains (losses)

Noncontrolling interests of consolidated investment management
funds

Add: SILO/LILO charges

Total revenue excluding net securities gains (losses), noncontrolling

interests of consolidated investment management funds and SILO/LILO
charges – Non-GAAP

Pre-tax operating margin (b)
Pre-tax operating margin, excluding net securities gains (losses),

noncontrolling interests of consolidated investment management funds,
SILO/LILO charges, support agreement charges, M&I expenses,
restructuring charges, asset-based taxes and amortization of intangible
assets – Non-GAAP (b)

50
-
N/A
91
89
-
428

59
-
N/A
139
28
-
421

-
-
N/A
233
150
20
426

-
489
894
483
181
-
473

-
-
3
404
-
-
314

$ 4,127

$ 4,196

$ 3,990

$ 6,094

$ 4,137

$11,546
200
2,984

14,730
48

$10,724
226
2,925

13,875
27

$ 4,739
-
2,915

$10,714
-
2,859

$ 9,053
-
2,245

7,654
(5,369)

13,573
(1,628)

11,298
(201)

50
-

59
-

-
-

-
489

-
-

$14,632

$13,789

$13,023

$15,690

$11,499

25%

27%

N/M

14%

28%

30%

31%

39%

36%

(a) Results for 2007 include six months of BNY Mellon and six months of legacy The Bank of New York Company, Inc.
(b)

Income (loss) before taxes divided by total revenue.

The following table presents income from consolidated investment management funds, net of noncontrolling
interests.

Income from consolidated investment management funds, net of noncontrolling interests
(dollars in millions)

Income from operations of consolidated investment management funds
Less: Net income attributable to noncontrolling interests of consolidated investment management funds

Income from consolidated investment management funds, net of noncontrolling interests

2011

$200
50

$150

2010

$226
59

$167

2009

$-
-

The following table presents the line items in the Investment Management business impacted by the consolidated
investment management funds.

Income from consolidated investment management funds, net of noncontrolling interests
(dollars in millions)

Investment management and performance fees
Other (Investment income)

Income from consolidated investment management funds, net of noncontrolling interests

2011

$107
43

$150

2010

$125
42

$167

2009

$-
-

68 BNY Mellon

Supplemental Information (unaudited) (continued)

Equity to assets and book value per common share
(dollars in millions
unless otherwise noted)

BNY Mellon shareholders’ equity at period end – GAAP
Less: Goodwill

Intangible assets

Add: Deferred tax liability – tax deductible goodwill

Deferred tax liability – non-tax deductible intangible
assets

Tangible BNY Mellon shareholders’ equity at period end –

Non-GAAP

Total assets at period end – GAAP
Less: Assets of consolidated investment management funds

Subtotal assets of operations – Non-GAAP

Less: Goodwill

Intangible assets
Cash on deposit with the Federal Reserve and other
central banks (a)
U.S. Government-backed commercial paper (a)

Dec. 31,

2011

33,417
17,904
5,152
967

2010

32,354
18,042
5,696
816

2009

28,977
16,249
5,588
720

2008

25,264
15,898
5,856
599

2007

29,403
16,331
6,402
495

1,459

1,625

1,680

1,841

2,006

12,787
$
$ 325,266
11,347

11,057
$
$ 247,259
14,766

9,540
$
$ 212,224
-

5,950
$
$ 237,512
-

9,171
$
$ 197,656
-

313,919
17,904
5,152

90,230
-

232,493
18,042
5,696

18,566
-

212,224
16,249
5,588

7,375
-

237,512
15,898
5,856

53,278
5,629

197,656
16,331
6,402

80
-

Tangible total assets at period end – Non-GAAP

$ 200,633

$ 190,189

$ 183,012

$ 156,851

$ 174,843

BNY Mellon shareholders’ equity to total assets – GAAP
Tangible BNY Mellon shareholders’ equity to tangible assets

10.3%

13.1%

13.7%

10.6%

14.9%

of operations – Non-GAAP

6.4%

5.8%

5.2%

3.8%

5.2%

Period end common shares outstanding (in thousands)

1,209,675

1,241,530

1,207,835

1,148,467

1,145,983

Book value per common share
Tangible book value per common share – Non-GAAP

$
$

27.62
10.57

$
$

26.06
8.91

$
$

23.99
7.90

$
$

22.00
5.18

$
$

25.66
8.00

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

Calculation of Basel I Tier 1 common equity to risk-weighted assets ratio (a)

(dollars in millions)

Total Tier 1 capital – Basel I
Less: Trust preferred securities
Series B preferred stock

Total Tier 1 common equity

2011

2010

$ 15,389
1,659
-

$ 13,597
1,676
-

Dec. 31,
2009

$ 12,883
1,686
-

2008

2007

$ 15,402
1,654
2,786

$ 11,259
2,030
-

$ 13,730

$ 11,921

$ 11,197

$ 10,962

9,229

Total risk-weighted assets – Basel I

$102,255

$101,407

$106,328

$116,713

$120,866

Basel I Tier 1 common equity to risk-weighted assets ratio

13.4%

11.8%

10.5%

9.4%

7.6%

(a) Determined under Basel I regulatory guidelines. The periods ended Dec. 31, 2010 and Dec. 31, 2009 include discontinued operations.

BNY Mellon

2011 over (under) 2010

2010 over (under) 2009

Due to change in

Average
balance

Average
rate

Net
change

Average
balance

Average
rate

Net
change

$ (12)

$ 64

$ 52

Supplemental Information (unaudited) (continued)

Rate/volume analysis

Rate/Volume analysis (a)

(dollar amounts in millions, presented on an FTE basis)
Interest revenue
Interest-earning assets:

Interest-bearing deposits with banks (primarily foreign banks)
Interest-bearing deposits with the Federal Reserve and other central

banks

Other short-term investments – U.S. government-backed

commercial paper

Federal funds sold and securities purchased under resale

agreements
Margin loans
Non-margin loans:

Domestic offices:
Consumer
Commercial
Foreign offices

Total non-margin loans

Securities:

U.S. government obligations
U.S. government agency obligations
State and political subdivisions
Other securities:

Domestic offices
Foreign offices
Total other securities

Trading securities:
Domestic offices
Foreign offices
Total trading securities
Total securities
Total interest revenue

Interest expense
Interest-bearing deposits
Domestic offices:

Money market rate accounts
Savings
Certificates of deposit of $100,000 & over
Other time deposits
Total domestic

Foreign offices:

Banks
Government and official institutions
Other

Total foreign
Total interest-bearing deposits

Federal funds purchased and securities sold under repurchase

agreements
Trading liabilities
Other borrowed funds:
Domestic offices
Foreign offices

Total other borrowed funds

Borrowings from Federal Reserve related to asset-backed commercial

paper

Payables to customers and broker-dealers
Long-term debt

Total interest expense

103

2
51

7
15
3
25

111
49
36

67
34
101

8
-
8
305
$474

1
-
-
6
7

6
-
12
18
25

16
4

(3)
-
(3)

(4)

(38)
(10)

(21)
(55)
(6)
(82)

4
(98)
(18)

(368)
207
(161)

(5)
-
(5)
(278)
$(348)

(5)
(2)
-
(2)
(9)

34
-
60
94
85

(57)
(13)

(2)
2
-

(36)
41

(14)
(40)
(3)
(57)

115
(49)
18

(301)
241
(60)

3
-
3
27
$ 126

(4)
(2)
-
4
(2)

40
-
72
112
110

(41)
(9)

(5)
2
(3)

-
1
24
$ 67
$407

-
-
(23)
$
(8)
$(340)

-
1
1
$ 59
$ 67

(4)

17
23

4
5
(38)
(29)

70
143
(3)

(279)
72
(207)

16
-
16
19
$ 43

8
1
(4)
9
14

1
1
(3)
(1)
13

1
8

6
1
7

(3)
1
(5)
$ 22
$ 21

$(202)

$(193)

(2)

(5)

16
(4)

(35)
(11)
(61)
(107)

(1)
(61)
(3)

432
(147)
285

5
(1)
4
224
$ (80)

-
1
(4)
(19)
(22)

4
(1)
(35)
(32)
(54)

42
11

-
(3)
(3)

(9)

33
19

(31)
(6)
(99)
(136)

69
82
(6)

153
(75)
78

21
(1)
20
243
$ (37)

8
2
(8)
(10)
(8)

5
-
(38)
(33)
(41)

43
19

6
(2)
4

(4)
(1)
(61)
$ (70)
$ (10)

(7)
-
(66)
$ (48)
$ 11

Changes in net interest revenue
(a) Changes which are solely due to balance changes or rate changes are allocated to such categories on the basis of the respective percentage

changes in average balances and average rates. Changes in interest revenue or interest expense arising from the combination of rate and
volume variances are allocated proportionately to rate and volume based on their relative absolute magnitudes.

70 BNY Mellon

Recent Accounting and Regulatory Developments

Recently Issued Accounting Standards

ASU 2011-04—Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in
U.S. GAAP and IFRSs

In May 2011, the FASB issued ASU 2011-04,
“Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S.
GAAP and IFRSs.” This ASU intends to improve
consistency in the application of fair value
measurement and disclosure requirements in U.S.
GAAP and IFRS. The ASU clarifies the application of
existing fair value measurement and disclosure
requirements including 1) the application of concepts
of highest and best use and valuation premise in a fair
value measurement are relevant only when measuring
the fair value of non-financial assets and are not
relevant when measuring the fair value of financial
assets or any liabilities, 2) measuring the fair value of
an instrument classified in shareholders’ equity from
the perspective of a market participant that holds that
instrument as an asset, and 3) disclosures about
quantitative information regarding the unobservable
inputs used in a fair value measurement that is
categorized within Level 3 of the fair value hierarchy.
The guidance in this ASU is effective for the first
interim and annual period beginning after Dec. 15,
2011, and should be applied prospectively. Early
adoption is not permitted. This ASU will have no
impact on our results of operations.

ASU 2011-05—Presentation of Comprehensive
Income

In June 2011, the FASB issued ASU 2011-05,
“Presentation of Comprehensive Income.” This ASU
is aimed at increasing the prominence of other
comprehensive income in the financial statements.
The new guidance eliminates the option to present
comprehensive income and its components in the
Statement of Changes in Shareholders’ Equity, and
requires the disclosure of comprehensive income and
its components in one of two ways: a single
continuous statement or in two separate but
consecutive statements. The single continuous
statement would present other comprehensive income
and its components on the income statement. Under
the two-statement approach, the first statement would
include components of net income and the second
statement would include other comprehensive income
and its components. The ASU does not change the
items that must be reported in other comprehensive
income. This ASU will have no impact on our results
of operations.

The guidance in this ASU is effective for the first
interim and annual period beginning after Dec. 15,
2011, and should be applied retrospectively for all
periods presented in the financial statements. Early
adoption is permitted.

ASU 2011-12—Deferral of the Effective Date for
Amendments to the Presentation of Reclassifications
of Items Out of Accumulated Other Comprehensive
Income in ASU 2011-05

In December 2011, the FASB issued ASU 2011-12,
“Deferral of the Effective Date for Amendments to the
Presentation of Reclassifications of Items Out of
Accumulated Other Comprehensive Income in ASU
2011-05”. This ASU defers the effective date of the
requirement to present separate line items on the
income statement for reclassification adjustments of
items out of accumulated other comprehensive income
into net income. The deferral is temporary until the
Board reconsiders the operational concerns and needs
of financial statement users. The Board has not yet
established a timetable for its reconsideration. The
requirements to present other comprehensive income
in a single continuous statement or two consecutive
statements and other requirements of ASU 2011-05,
as amended by ASU 2011-12, are effective for public
entities for fiscal years, and interim periods within
those years, beginning after Dec. 15, 2011.

ASU 2011-08—Testing for Goodwill Impairment

In September 2011, the FASB issued ASU 2011-08,
“Testing for Goodwill Impairment”, which amends
the guidance in ASC 350 for goodwill impairment.
Under the revised guidance, entities testing goodwill
for impairment have the option of performing a
qualitative assessment before calculating the fair value
of the reporting unit (i.e., Step 1 of the goodwill
impairment test). If entities determine, on the basis of
qualitative factors, that the fair value of the reporting
unit is more likely than not less than the carrying
amount, the two-step impairment test would be
required. The ASU does not change how goodwill is
calculated or assigned to reporting units, or the annual
requirement to test goodwill for impairment. In
addition, the ASU does not amend the requirement to
test goodwill for impairment between annual tests if
events or circumstances warrant; however, it does
revise the examples of events and circumstances that
an entity should consider. The amendments are
effective for annual and interim goodwill impairment
tests performed for fiscal years beginning after Dec.
15, 2011. Early adoption is permitted.

BNY Mellon

Recent Accounting and Regulatory Developments (continued)

ASU 2011-11—Disclosures about Offsetting Assets
and Liabilities

In December 2011, the FASB issued ASU 2011-11,
“Disclosures about Offsetting Assets and Liabilities”.
Entities are required to disclose both gross
information and net information about both
instruments and transactions eligible for offset in the
balance sheet and instruments and transactions subject
to an agreement similar to a master netting
arrangement. This scope would include derivatives,
sale and repurchase agreements and reverse sale and
repurchase agreements, and securities borrowing and
securities lending arrangements. The objective of this
disclosure is to facilitate comparison between those
entities that prepare their financial statements on the
basis of U.S. GAAP and those entities that prepare
their financial statements on the basis of IFRS. The
amendments are effective for annual reporting periods
beginning on or after Jan. 1, 2013. An entity would be
required to provide the disclosures required by those
amendments retrospectively for all comparative
periods presented. This ASU will not impact our
results of operations.

Proposed Accounting Standards

Proposed ASU—Accounting for Financial Instruments
and Revisions to the Accounting for Derivative
Instruments and Hedging Activities

In May 2010, the FASB issued a proposed ASU,
“Accounting for Financial Instruments and Revisions
to the Accounting for Derivative Instruments and
Hedging Activities.” Under this proposed ASU, most
financial instruments would be measured at fair value
in the balance sheet. In January 2011, the FASB
preliminarily determined not to require certain
financial assets to be measured at fair value on the
balance sheet.

Measurement of a financial instrument would be
determined based on its characteristics and an entity’s
business strategy and would fall into one of the
following three classifications:

Š Fair value—Net income—encompasses

financial assets used in an entity’s trading or
held-for-sale activities. Changes in fair value
would be recognized in net income.

Š Fair value—Other comprehensive income—
includes financial assets held primarily for
investing activities, including those used to
manage interest rate or liquidity risk. Changes in
fair value would be recognized in other
comprehensive income.

72 BNY Mellon

Š Amortized cost—includes financial assets

related to the advancement of funds (through a
lending or customer-financing activity) that are
managed with the intent to collect those cash
flows (including interest and fees).

The FASB reached tentative decisions in other areas
including classification and measurement of financial
liabilities and the equity method of accounting.

The FASB tentatively decided that the business
strategy should be determined by the business
activities that an entity uses in acquiring and
managing financial assets. The FASB plans to
reexpose the proposed amendments for public
comment. Both the FASB and the International
Accounting Standards Board (“IASB”) discussed
effective dates pertaining to the financial instruments
project and noted that such a date would not be for
several years.

Supplementary Document—Impairment

On Jan. 31, 2011, the FASB issued a Supplementary
Document, “Impairment.” The Supplementary
Document proposes to replace the incurred loss
impairment model under U.S. GAAP with an
expected loss impairment model. The document
focuses on when and how credit impairment should be
recognized. The proposal is limited to open portfolios
of assets such as portfolios that are constantly
changing, through originations, purchases, transfers,
write-offs, sales and repayments. The proposal in the
Supplementary Document would apply to loans and
debt instruments under U.S. GAAP that are managed
on an “open” portfolio basis provided they are not
measured at fair value with changes in fair value
recognized in net income. In the second quarter of
2011, the FASB and IASB revised the model from a
two category approach for splitting the debt
investment portfolio to a three category approach to
better reflect the general pattern of credit quality
deterioration. Both the FASB and the IASB continue
to discuss alternate impairment models and have not
reached a tentative decision. An exposure draft with
the new proposed model is targeted for 2012.

Proposed ASU—Revenue from Contracts with
Customers

In June 2010, the FASB issued a proposed ASU,
“Revenue from Contracts with Customers.” This
proposed ASU is the result of a joint project of the
FASB and IASB to clarify the principles for
recognizing revenue and develop a common standard

Recent Accounting and Regulatory Developments (continued)

for U.S. GAAP and IFRS. This proposed ASU would
establish a broad principle that would require an entity
to identify the contract with a customer, identify the
separate performance obligations in the contract,
determine the transaction price, allocate the
transaction price to the separate performance
obligations and recognize revenue when each separate
performance obligation is satisfied. In 2011, the
FASB and IASB revised several aspects of the
original proposal to include distinguishing between
goods and services, segmenting contracts, accounting
for warranty obligations, and deferring contract
origination costs.

In November 2011, the FASB re-exposed the
proposed ASU with a comment period ending on
March 13, 2012. A final standard is expected to be
issued in the second half of 2012. A retrospective
application transition method would be required, but
the FASB and IASB provided certain “transition
reliefs” to reduce the burden on preparers. The FASB
and IASB tentatively decided that the effective date of
the proposed standard would not be earlier than
annual reporting periods beginning on or after Jan. 1,
2015. The FASB decided to prohibit early application
while the IASB decided to permit early application.

Proposed ASU—Principal versus Agent Analysis

In November 2011, the FASB issued a proposed ASU
“Principal versus Agent Analysis”. This proposed
ASU would rescind the 2010 indefinite deferral of
FAS 167 for certain investment funds, including
mutual funds, hedge funds, mortgage real estate
investment funds, private equity funds, and venture
capital funds, and amends the pre-existing guidance
for evaluating consolidation of voting general
partnerships and similar entities. The proposed ASU
also amends the criteria for determining whether an
entity is a variable interest entity under FAS 167,
which could affect whether an entity is within its
scope. Accordingly, certain funds that previously were
not consolidated must be reviewed to determine
whether they will now be required to be consolidated.
The proposed accounting standard will continue to
require BNY Mellon to determine whether or not it
has a variable interest in a variable interest entity.
However, consolidation of its variable interest entity
and voting general partnership asset management
funds will be based on whether or not BNY Mellon,
as the asset manager, uses its power as a decision
maker as either a principal or an agent. Based on a
preliminary review of the proposed ASU, we do not
expect to be required to consolidate additional mutual
funds, hedge funds, mortgage real estate investment

funds, private equity funds, and venture capital funds.
In addition, we expect to de-consolidate a substantial
portion of the CLOs we currently consolidate, with
further deconsolidation possible depending on future
changes to BNY Mellon’s investment in subordinated
notes. Comments on this ASU were due on Feb. 15,
2012.

Proposed ASU—Testing Indefinite-Lived Intangible
Assets for Impairment

In January 2012, the FASB issued a proposed ASU
“Testing Indefinite-Lived Intangible Assets for
Impairment”. This ASU provides guidance on
indefinite-lived intangible asset impairment testing
with the intention of simplifying the impairment
assessment and reducing the recurring costs to comply
with existing guidance while improving the
consistency of testing methods among long-lived asset
categories. The ASU would allow an organization the
option to first assess qualitative factors to determine
whether it is necessary to perform the quantitative
impairment test. A company electing to perform a
qualitative assessment would not be required to
calculate the fair value of an indefinite-lived
intangible asset unless the company determines, based
on a qualitative assessment, that it is “more likely than
not” that the asset’s fair value is less than its carrying
amount. This ASU would be effective for annual and
interim impairment tests performed for fiscal years
beginning after June 15, 2012. Early adoption would
be permitted. Comments on this ASU are due on
April 24, 2012.

FASB and IASB project on Leases

In August 2010, the FASB and IASB issued a joint
proposed ASU, “Leases”. FASB has tentatively
decided that lessees would apply a “right-of-use”
accounting model. This would require the lessee to
recognize both a right-of-use asset and a
corresponding liability to make lease payments at the
lease commencement date, both measured at the
present value of the lease payments. The right-of-use
asset would be amortized on a systematic basis that
would reflect the pattern of consumption of the
economic benefits of the leased asset. The liability to
make lease payments would be subsequently
de-recognized over time by applying the effective
interest method to apportion the periodic payment to
reductions in the liability to make lease payments and
interest expense. Lessors would account for leases by
applying a “receivable and residual” accounting
approach. The lessor would recognize a right to
receive lease payments and a residual asset at the date

BNY Mellon

Recent Accounting and Regulatory Developments (continued)

of the commencement of the lease. The lessor would
initially measure the right to receive lease payments at
the sum of the present value of the lease payments,
discounted using the rate the lessor charges the lessee.
The lessor would initially measure the residual asset
as an allocation of the carrying amount of the
underlying asset and would subsequently measure the
residual asset by accreting it over the lease term, using
the rate the lessor charges the lessee. The FASB is
expected to reexpose the standard during 2012. A
final standard is expected by the end of 2012.

Adoption of new accounting standards

For a discussion of the adoption of new accounting
standards, see Note 2 of the Notes to Consolidated
Financial Statements.

Regulatory developments

Evolving regulatory environment

On July 21, 2010, President Obama signed the Dodd-
Frank Act. The Dodd-Frank Act broadly affects the
financial services industry by establishing a
framework for systemic risk oversight, creating a
resolution authority for institutions determined to be
systemically important, mandating higher capital and
liquidity requirements, requiring banks to pay
increased fees to regulatory agencies and containing
numerous other provisions aimed at strengthening the
sound operation of the financial services sector. It will
fundamentally change the system of oversight
described under “Business—Supervision and
Regulation” in Part I, Item 1 of our 2011 Annual
Report on Form 10-K. Many aspects of the law are
subject to further rulemaking and will take effect over
several years, making it difficult to anticipate the
overall financial impact and increased expenses to
BNY Mellon or across the industry.

In December 2010, the Basel Committee on Banking
Supervision (the “Basel Committee”) released its final
framework for strengthening international capital and
liquidity regulation, now officially identified by the
Basel Committee as “Basel III”. Basel III is also
described below and under “Business – Supervision
and Regulation” in Part I, Item 1 of our 2011 Annual
Report on Form 10-K.

We are currently assessing the following regulatory
developments, which may have an impact on BNY
Mellon’s business.

74 BNY Mellon

Federal Reserve’s Enhanced Prudential Standards
and Early Remediation Requirements for Covered
Companies

As required by the Dodd-Frank Act, the Financial
Stability Oversight Council (“FSOC”) makes
recommendations to the Federal Reserve as to
enhanced supervision and prudential standards
applicable to large, interconnected financial
institutions, including bank holding companies
(“BHCs”) like BNY Mellon, with total consolidated
assets of $50 billion (often referred to as “systemically
important financial institutions”). The FSOC also
authorizes the Federal Reserve to establish such
standards either on its own or upon the
recommendations of the FSOC. The Dodd-Frank Act
mandates that the requirements applicable to
systemically important financial institutions be more
stringent than those applicable to other financial
companies. In December 2011, the Federal Reserve
issued for public comment a notice of proposed
rulemaking establishing enhanced prudential
standards responsive to these provisions for:

Š
Š
Š
Š

risk-based capital requirements and leverage
limits;
stress testing of capital;
liquidity requirements;
overall risk management requirements; and
concentration/credit exposure limits.

Comments on the proposed rules, which we refer to as
the “Proposed SIFI Rules”, are due by March 31,
2012. The Proposed SIFI Rules address a wide,
diverse array of regulatory areas, each of which is
highly complex. In some cases they would implement
financial regulatory requirements being proposed for
the first time, and in others overlap with other
regulatory reforms. The Proposed SIFI Rules also
address The Dodd-Frank Act’s early remediation
requirements applicable to BHCs that have total
consolidated assets of $50 billion or more. The
proposed remediation rules are designed to require
action beginning in the earlier stages of a company’s
financial distress by mandating action on the basis of
arranged triggers, including capital and leverage,
stress test results, liquidity and risk management. We
are analyzing the impact of the Proposed SIFI Rules
on our businesses. However, the full impact will not
be known until the rules, and other regulatory
initiatives that overlap with the rules, are finalized and
their combined impacts can be assessed.

Recent Accounting and Regulatory Developments (continued)

Resolution Planning

As required by the Dodd-Frank Act, the Federal
Reserve and FDIC have jointly issued a final rule that
requires certain organizations, including each BHC
with consolidated assets of $50 billion or more, to
report periodically to regulators a resolution plan for
its rapid and orderly resolution in the event of material
financial distress or failure. BNY Mellon’s resolution
plan must, among other things, ensure that our
depository institution subsidiaries are adequately
protected from risks arising from our other
subsidiaries. The final rule sets specific standards for
the resolution plans, including requiring a strategic
analysis of the plan’s components, a description of the
range of specific actions the company proposes to take
in resolution, and a description of the company’s
organizational structure, material entities,
interconnections and interdependencies, and
management information systems, among other
elements.

In addition, the FDIC has issued a final rule that
requires insured depository institutions with $50
billion or more in total assets, such as The Bank of
New York Mellon, to submit to the FDIC periodic
plans for resolution in the event of the institution’s
failure. The rule requires these insured institutions to
submit a resolution plan that will enable the FDIC, as
receiver, to resolve the bank in a manner that ensures
that depositors receive access to their insured deposits
within one business day of the institution’s failure,
maximizes the net-present-value return from the sale
or disposition of its assets, and minimizes the amount
of any loss to be realized by the institution’s creditors.
The final rule also sets specific standards for the
resolution plans, including requiring a strategic
analysis of the plan’s components, a description of the
strategies for achieving the least costly resolution, and
analyses of the financial company’s organization,
material entities, interconnections and
interdependencies, and management information
systems, among other elements.

The two resolution plan rules are complementary and
we have commenced work on our initial resolution
plans. We expect that our initial plans will be required
to be submitted to the regulators by early in the fourth
quarter of 2012.

Federal Reserve’s Comprehensive Capital Assessment
Review

In November 2011, the Federal Reserve published a
final rule requiring BHCs (including BNY Mellon)
with $50 billion or more of total consolidated assets to

submit annual capital plans to their respective Federal
Reserve Bank. The capital analysis and review
process provided for in the rule is known as the
Comprehensive Capital Analysis and Review, or
“CCAR”. The capital plans are required to be
submitted on an annual basis. Such BHCs will also be
required to collect and report certain related data on a
quarterly basis to allow the Federal Reserve to
monitor the companies’ progress against their annual
capital plans. The comprehensive capital plans, which
are prepared using Basel I capital guidelines, include a
view of capital adequacy under four scenarios—a
BHC-defined baseline scenario, a baseline scenario
provided by the Federal Reserve, at least one
BHC-defined stress scenario, and a stress scenario
provided by the Federal Reserve. Covered BHCs,
including BNY Mellon, may pay dividends and
repurchase stock only in accordance with a capital
plan that has been reviewed by the Federal Reserve
and as to which the Federal Reserve has not objected.
The rules provide that the Federal Reserve may object
to a capital plan if the plan does not show that the
covered BHC will meet all minimum regulatory
capital ratios and maintain a ratio of Basel I Tier 1
common equity to risk-weighted assets of at least 5%
on a pro forma basis under expected and stressful
conditions throughout the nine-quarter planning
horizon covered by the capital plan. The rules also
require, among other things, that a covered BHC may
not make a capital distribution unless, after giving
effect to the distribution, it will meet all minimum
regulatory capital ratios and have a ratio of Basel I
Tier 1 common equity to risk-weighted assets of at
least 5%. As part of this process, BNY Mellon also
provides the Federal Reserve with projections
covering the time period it will take us to fully comply
with Basel III guidelines, including the 7% Tier 1
common equity, 8.5% Tier 1 capital and 3% leverage
ratios as well as granular components of those
elements, as described further under “Capital and
liquidity requirements—Basel III”. Our capital plan
was submitted on Jan. 9, 2012.

The purpose of the Federal Reserve’s capital plan
review is to ensure that these BHCs have robust,
forward-looking capital planning processes that
account for each BHC’s unique risks and that permit
continued operations during times of economic and
financial stress. The CCAR rule, consistent with prior
Federal Reserve Board guidance, provides that capital
plans contemplating dividend payout ratios exceeding
30% of projected after-tax net income will receive
particularly close scrutiny.

The Proposed SIFI Rules, discussed earlier, would
also include the stress testing requirements that,

BNY Mellon

Recent Accounting and Regulatory Developments (continued)

among other things, stress test under a severely
adverse scenario provided by the Federal Reserve. It
also would require a semi-annual mid-year stress
analysis.

Proposed rules removing references to credit ratings

The Dodd-Frank Act requires that all Federal agencies
remove from their regulations references to and
requirements of reliance on credit ratings and replace
them with appropriate alternatives for evaluating
creditworthiness. The Federal banking agencies have
recently issued notices of proposed rulemaking
(“NPRs”) (and applicable related guidance) in
connection with implementing these requirements. In
December 2011, the Office of the Comptroller of the
Currency (“OCC”), Federal Reserve, and FDIC issued
a joint NPR applicable to certain U.S. banking
organizations with significant trading operations that
proposed standards of creditworthiness to be used in
place of credit ratings when calculating the specific
risk capital requirements for covered debt and
securitization positions. In November 2011, the OCC
issued an NPR that proposed replacing references to
credit ratings with alternative standards of
creditworthiness for areas of OCC regulations such as
regulations pertaining to investment securities,
securities offerings, and foreign bank capital
equivalency deposits. The comment period for these
two NPRs closed Feb. 3, 2012 and Dec. 29, 2011,
respectively.

Incentive Compensation Arrangements Proposal

The Dodd-Frank Act requires federal regulators to
prescribe regulations or guidelines regarding
incentive-based compensation practices at certain
financial institutions. On April 14, 2011, federal
regulators including the FDIC, the Federal Reserve
and the SEC, jointly issued a proposed rule which,
among other things, would require certain executive
officers of covered financial institutions with total
consolidated assets of $50 billion or more, such as
ours, to defer at least 50% of their annual incentive-
based compensation for a minimum of three years.
The comment period on the proposed rule closed
May 31, 2011. A final rule has not yet been issued.

Task Force on Tri-Party Repo Infrastructure

Regulatory agencies worldwide have begun to
re-examine systemic risks to various financial
markets. One of the markets that regulatory agencies
are reviewing, and in which we participate as a
clearing and custody bank, is the tri-party repurchase

76 BNY Mellon

transaction market, or tri-party repo market. From
2009 until recently, the Federal Reserve Bank of New
York sponsored a Task Force on Tri-Party Repo
Infrastructure Reform to examine the risks in the
tri-party repo market and to decide what changes
should be implemented so that such risks may be
mitigated or avoided in future financial crises. The
Task Force issued recommendations regarding the
tri-party repo market. BNY Mellon is working to
implement the Task Force’s recommendations on its
tri-party repo business activities.

Since May 2010, the Federal Reserve Bank of New
York has released monthly reports on the tri-party
repo market, including information on aggregate
volumes of collateral used in all tri-party repo
transactions by asset class, concentrations, and margin
levels, which is available at http://www.
newyorkfed.org/tripartyrepo/margin_data.html.

Consumer Financial Protection Bureau

In July 2011, our depository institutions were notified
that they will be supervised by the Consumer
Financial Protection Bureau (“CFPB”) for certain
consumer protection purposes.

The CFPB informed us it will focus on:

risks to consumers and compliance with the
Federal consumer financial laws, when it
evaluates the policies and practices of a financial
institution;
the markets in which firms operate and risks to
consumers posed by activities in those markets;
and
depository institutions that offer a wide variety
of consumer financial products and services;
depository institutions with a more specialized
focus; and non-depository companies that offer
one or more consumer financial products or
services.

Capital and liquidity requirements

The U.S. federal bank regulatory agencies’ risk-based
capital guidelines are based upon the 1988 Capital
Accord of the Basel Committee. The Basel Committee
issued in June 2004, and updated in November 2005,
a revised framework for capital adequacy commonly
known as Basel II that sets capital requirements for
operational risk and refines the existing capital
requirements for credit risk. In the United States,
regulators are mandating the adoption of Basel II for
“core” banks such as BNY Mellon and its depository

Recent Accounting and Regulatory Developments (continued)

institution subsidiaries. The only approach available
to “core” banks is the Advanced Internal Ratings
Based (“A-IRB”) approach for credit risk and the
Advanced Measurement Approach (“AMA”) for
operational risk. Additional information on Basel II
and Basel III is presented below.

Basel II

In the United States, Basel II became effective on
April 1, 2008. Under the final rule, 2009 was the first
year for a bank to begin its first of three transitional
floor periods during which banks subject to the final
rule calculate their capital requirements under both the
old guidelines and new guidelines. In response to
Section 171 of the Dodd-Frank Act, the federal
banking regulatory agencies adopted a final rule that
establishes a floor for the risk-based capital
requirements applicable to the largest, internationally
active banking organizations. Generally, the impact of
this rule is that the banking agencies have amended
their capital rules to provide that minimum capital, as
required under the Basel I-based rules, will act as a
floor for minimum capital requirements calculated in
accordance with U.S. Basel II rules. Accordingly, the
transition for “core” banks to calculations only under
the Basel II-based requirements is being eliminated.

We have implemented the Basel II Standardized
Approach in the United Kingdom, Belgium,
Luxembourg and Ireland. In the U.S., BNY Mellon
began the Basel II parallel run in the second quarter of
2010. Our capital models are currently with the
Federal Reserve for their approval. Under Basel II
guidelines, our risk-weighted assets for credit risk
exposures are expected to decline. However, we
expect the Basel II requirement that operational risk
be included in risk-weighted assets will more than
offset the decline in credit exposure. Under Basel I,
securitizations that fall below investment grade are
included in risk-weighted assets. Under Basel II,
securitizations that fall below investment grade are
deducted 50% from Tier 1 and 50% from total capital.

Based on our current estimates for Basel II at Dec. 31,
2011, our Tier 1 and Total capital ratios would have
exceeded well-capitalized guidelines.

Basel III

equity ratio and 2.5% attributable to a “capital
conservation buffer”;

Š A Tier 1 capital ratio of at least 6.0%, exclusive
of the capital conservation buffer (8.5% upon
full implementation of the capital conservation
buffer);

Š A total capital ratio of at least 8.0%, exclusive of
the capital conservation buffer (10.5% upon full
implementation of the capital conservation
buffer); and

Š As a newly adopted international standard, a

minimum leverage ratio of 3%, calculated as the
ratio of Tier 1 capital to average balance sheet
exposures plus certain average off-balance sheet
exposures.

Basel III also provides for a “countercyclical capital
buffer,” generally to be imposed when national
regulators determine that excess aggregate credit
growth becomes associated with a buildup of systemic
risk, that would be a Tier 1 capital add-on to the
capital conservation buffer in the range of 0% to 2.5%
when fully implemented (potentially resulting in total
buffers of between 2.5% and 5%).

The capital conservation buffer is designed to absorb
losses during periods of economic stress. Banking
institutions with a Tier 1 common equity ratio above
the minimum but below the conservation buffer (or
below the combined capital conservation buffer and
countercyclical capital buffer, when the latter is
applied) will face constraints on dividends, equity
repurchases and compensation based on the amount of
the shortfall.

The phase-in of the new rules is to commence on Jan.
1, 2013. On that date, banking institutions will be
required to meet the following minimum capital
ratios:

Š
Š

3.5% Tier 1 common equity to risk-weighted
assets;
4.5% Tier 1 capital to risk-weighted assets; and
8.0% Total capital to risk-weighted assets.

The phase-in of the capital conservation buffer will
commence on Jan. 1, 2016, and the rules will be fully
phased-in by Jan. 1, 2019.

Under Basel III standards, when fully phased in on
Jan. 1, 2019, banking institutions will be required to
satisfy four risk-based capital ratios:

Š A Tier 1 common equity ratio of at least 7.0%,
4.5% attributable to a minimum Tier 1 common

On July 19, 2011, the Basel Committee issued a
consultative document setting forth proposals to apply
a new Tier 1 common equity surcharge to certain
global systemically important banks (“G-SIBs”), and
on Nov. 4, 2011 the Basel Committee issued final
provisions substantially unchanged from the

BNY Mellon

Recent Accounting and Regulatory Developments (continued)

proposals. In its Proposed SIFI Rules, the Federal
Reserve indicated that it intends to propose, in a
separate rulemaking, a Tier 1 common equity
surcharge for G-SIBs based on the Basel Committee’s
proposal. G-SIBs subject to the surcharge would be
identified by application of a quantitative “indicator-
based approach” comprised of five broad categories of
indicators—cross-jurisdictional activity, size,
interconnectedness, substitutability and complexity.
Each G-SIB would initially be assigned to one of four
“buckets”, with the capital surcharges for those
buckets ranging from 1% to 2.5%. There would be an
additional 3.5% bucket that would initially be empty
but that could be applied to a G-SIB that increases
materially its global systemic importance in the future,
for example, by increasing total assets. The G-SIB
equity surcharge provisions, like the rest of Basel III
and the Dodd-Frank Act provisions referenced above,
are subject to interpretation and implementation by
U.S. regulatory authorities. In a companion release on
Nov. 4, 2011 addressing progress on a variety of
financial regulatory reforms relating to globally
systemically important financial institutions, the
Financial Stability Board released a list of 29 such
institutions that included BNY Mellon and indicated
that it used the G-SIB surcharge methodology in
creating the list.

Under Basel III, certain items, to the extent they
exceed 10% of Tier 1 common equity individually, or
15% of Tier 1 common equity in the aggregate, would
be deducted from our capital. These items include:

Š Deferred tax assets dependent on future taxable

income; and

Š Significant investments in unconsolidated

financial institutions.

At Dec. 31, 2011, BNY Mellon did not exceed either
threshold.

Also, pension assets recorded on the balance sheet are
a deduction from capital, and Basel III does not add
back to capital the adjustment to other comprehensive
income that Basel I and Basel II make for pension
liabilities and available-for-sale-securities.

Similar to Basel II, the Basel III proposal also
incorporates the risk-weighted asset impact of
operational risk, which will be partially offset by a
decline in credit exposure.

Additionally, Basel III changes the treatment of
securitizations that fall below investment grade.
Under Basel II guidelines, securitizations that fall

78 BNY Mellon

below investment grade are deducted equally from
Tier 1 and total capital. However, under Basel III,
banking institutions will be required to apply a
1,250% risk weight to these securitizations and
include them as a component of risk-weighted assets.

Our fee-based model enables us to maintain a
relatively low risk asset mix, primarily composed of
high-quality securities, central bank deposits, liquid
placements and predominantly investment grade
loans. As a result of our asset mix, we have the
flexibility to manage to a lower level of risk-weighted
assets over time.

Given that the Basel III rules are subject to change,
we cannot be certain of the impact of new regulations
on our capital ratios. At Dec. 31, 2011, our estimated
Basel III Tier 1 common equity ratio was 7.1%.

Capital disclosure requirements

In December 2011, the Basel Committee issued a
consultative document on the Definition of capital
disclosure requirements, which proposes disclosure
requirements that aim to improve the transparency and
comparability of a bank’s capital base. The
consultative document includes the following:

Š A common template for banks to use in

reporting the breakdown of their regulatory
capital when the transition period for the
phasing-in of deductions ends on Jan. 1, 2018;
Š A 3-step approach for banks to follow to ensure
that there is full reconciliation of all regulatory
capital elements back to the published financial
statements;

Š A common template for banks to use to meet the
Basel III requirement to provide a description of
the main features of capital instruments;

Š Proposals on how banks should meet the Basel
III requirement to provide the full terms and
conditions of capital instruments on their
websites and the requirement to report the
calculation of any ratios involving components
of regulatory capital; and

Š A template for banks to use during the transition

period.

The Basel Committee proposes that banks comply
with the disclosure requirements set out in the
consultative document from the date of publication of
their first set of financial statements relating to a
balance sheet date on or after Jan. 1, 2013 (with the
exception of the post-Jan. 1, 2018 template).
Furthermore, it is proposed that banks publish this

Recent Accounting and Regulatory Developments (continued)

disclosure with the same frequency as the publication
of their financial statements. The deadline for
comments on the proposals was on Feb. 17, 2012.

IFRS

International Financial Reporting Standards (“IFRS”)
are a set of standards and interpretations adopted by
the International Accounting Standards Board. The
SEC is currently considering a potential IFRS
adoption process in the U.S., which would, in the near
term, provide domestic issuers with an alternative
accounting method and ultimately could replace U.S.
GAAP reporting requirements with IFRS reporting
requirements. The intention of this adoption would be
to provide the capital markets community with a
single set of high-quality, globally accepted
accounting standards. The adoption of IFRS for U.S.
companies with global operations would allow for
streamlined reporting, allow for easier access to
foreign capital markets and investments, and facilitate
cross-border acquisitions, ventures or spin-offs.

In November 2008, the SEC proposed a “roadmap”
for phasing in mandatory IFRS filings by U.S. public
companies. The roadmap is conditional on progress
towards milestones that would demonstrate
improvements in both the infrastructure of
international standard setting and the preparation of
the U.S. financial reporting community.

In February 2010, the SEC issued a statement
confirming their position that they continue to believe
that a single set of high-quality, globally accepted
accounting standards would benefit U.S. investors.
The SEC continues to support the dual goals of
improving financial reporting in the U.S. and reducing
country-by-country disparities in financial reporting.
The SEC is developing a work plan to aid in its
evaluation of the impact of IFRS on the U.S.
securities market.

In May 2011, the SEC published a staff paper,
“Exploring a Possible Method of Incorporation,” that
presents a possible framework for incorporating IFRS
into the U.S. financial reporting system. In the staff
paper, the SEC staff elaborates on an approach that
combines elements of convergence and endorsement.
This approach would establish an endorsement
protocol for the FASB to incorporate newly issued or
amended IFRS into U.S. GAAP. During a transition
period (e.g., five to seven years), differences between
IFRS and U.S. GAAP would be potentially eliminated
through ongoing FASB standard setting.

This is one of several approaches to incorporate IFRS
into the U.S. financial reporting system. The SEC has
not yet decided whether to move ahead with
incorporation. Comments on the framework and on
any other potential approaches to incorporating IFRS
were due by July 31, 2011.

While the SEC decides whether IFRS will be required
to be used in the preparation of our consolidated
financial statements, a number of countries have
mandated the use of IFRS by BNY Mellon’s
subsidiaries in their statutory reports. Such countries
include Belgium, Brazil, the Netherlands, Australia,
Hong Kong, Canada and South Korea.

Proposed Update to Internal Control—Integrated
Framework

In December 2011, The Committee of Sponsoring
Organizations of the Treadway Commission
(“COSO”) issued for public comment a proposed
update to Internal Control—Integrated Framework.
The original Framework, issued in 1992, is used by
most U.S. public companies and many others to
evaluate and report on the effectiveness of their
internal control over external financial reporting.

Since the original Framework was introduced,
business has become increasingly global and complex.
Regulatory regimes also have expanded, and
additional forms of external reporting are emerging.
The COSO Board has updated the original Framework
to make it more relevant to investors and other
stakeholders.

The more significant proposed changes to the original
framework include: applying a principles-based
approach, clarifying the role of objective-setting in
internal control, reflecting the increased relevance of
technology, enhancing governance concepts,
expanding the objectives of financial reporting,
enhancing consideration of anti-fraud expectations,
and considering different business models and
organizational structures.

Comments on the proposed Framework will be
accepted through March 31, 2012. The final document
is expected to be issued by the end of 2012.

BNY Mellon

2011

2010

Quarter ended

Dec. 31

Sept. 30

June 30 March 31

Dec. 31

Sept. 30

June 30 March 31

2,765

2,887

3,056

2,838

2,972

2,668

2,555

2,529

(5)
780

3,540
23
2,828

689
211

478
-

478

505

0.42
-

0.42

0.42
-

0.42

32
775

3,694
(22)
2,771

945
281

664
-

664

(13)

651

0.53
-

0.53

0.53
-

0.53

63
731

3,850
-
2,816

1,034
277

757
-

757

(22)

735

0.59
-

0.59

0.59
-

0.59

110
698

3,646
-
2,697

949
279

670
-

670

(45)

625

0.50
-

0.50

0.50
-

0.50

$115,754
79,981
44,236
247,732
304,235
316,074
206,652
19,546

$121,527
70,863
40,489
240,253
298,325
311,463
199,184
18,256

$ 93,369
68,782
40,328
209,933
264,254
278,480
168,996
17,380

$ 78,010
65,397
38,566
190,185
243,356
257,698
155,131
17,014

59
720

3,751
(22)
2,803

970
265

705
(11)

694

(15)

37
718

3,423
(22)
2,611

834
220

614
(3)

611

679

622

0.55
(0.01)
0.55 (a) $

0.55
(0.01)

0.54

0.51
-

0.51

0.51
-

0.51

$ 76,447
65,370
37,529
187,597
241,734
256,409
151,401
16,624

$ 70,244
57,993
36,769
172,759
226,378
240,325
137,231
16,798

65
722

3,342
20
2,316

1,006
304

702
(10)

692

(34)

658

0.55
(0.01)

0.54

0.55
(0.01)

0.54

65
765

3,359
35
2,440

884
258

626
(42)

584

(25)

559

0.50
(0.04)

0.46

0.49
(0.03)

0.46

$ 69,021
54,030
36,664
167,119
216,801
228,841
134,591
16,462

$ 67,929
55,352
34,214
163,429
212,685
225,415
134,364
16,808

33,761

34,008

33,464

32,827

32,379

31,868

30,462

29,715

1.27%
5.9%
19%

1.30%
7.6%
26%

1.41%
8.8%
27%

1.49%
7.7%
26%

1.54%
8.5%
26%

1.67%
7.8%
24%

1.74%
8.8%
30%

1.89%
8.2%
26%

22.57
17.10
19.64
19.91
0.13
$ 24,085

26.43
18.28
22.01
18.59
0.13
$ 22,543

30.77
24.15
27.90
25.62
0.13
$ 31,582

32.50
28.07
30.66
29.87
0.09
$ 37,090

30.63
24.65
27.49
30.20
0.09
$ 37,494

26.95
23.78
25.44
26.13
0.09
$ 32,413

32.65
24.63
29.01
24.69
0.09
$ 29,975

31.46
26.35
29.20
30.88
0.09
$ 37,456

Dividends per common share
Market capitalization (d)
(a) Amount does not foot due to rounding.
(b) Presented on a continuing operations basis in 2010.
(c) At Dec. 31, 2011, there were 33,222 shareholders registered with our stock transfer agent, compared with 35,028 at Dec. 31, 2010 and 35,930 at Dec.
31, 2009. In addition, there were 49,004 of BNY Mellon’s current and former employees at Dec. 31, 2011 who participate in BNY Mellon’s 401(k)
Retirement Savings Plans. All shares of BNY Mellon’s common stock held by the Plans for its participants are registered in the name of The Bank of
New York Mellon Corporation, as trustee.

Selected Quarterly Data (unaudited)

(dollar amounts in millions,
except per share amounts)

Consolidated income statement
Total fee and other revenue
Income (loss) of consolidated investment

management funds

Net interest revenue

Total revenue

Provision for credit losses
Noninterest expense

Income from continuing operations before

income taxes

Provision for income taxes

Net income from continuing operations
Net loss from discontinued operations

Net income

Net (income) loss attributable to

noncontrolling interests

Net income applicable to common

shareholders of The Bank of New York
Mellon Corporation
Basic earnings per share
Continuing operations
Discontinued operations

Net income applicable to common stock

Diluted earnings per share
Continuing operations
Discontinued operations

Net income applicable to common stock

Average balances
Interest-bearing deposits with banks
Securities
Loans
Total interest-earning assets
Assets of operations
Total assets
Deposits
Long-term debt
Total The Bank of New York Mellon
Corporation shareholders’ equity

Net interest margin (FTE) (b)
Annualized return on common equity (b)
Pre-tax operating margin (b)
Common stock data (c)
Market price per share range:

High
Low
Average
Period end close

(d) At period end.

80 BNY Mellon

Forward-looking Statements

Some statements in this document are forward-
looking. These include all statements about: the future
results of BNY Mellon; expectations for Basel III and
our estimated Basel III Tier 1 common equity ratio;
BNY Mellon’s plans and strategies, areas of focus and
long-term financial goals; expectations regarding
updating our capital targets; the impact of continued
global uncertainty; expectations regarding our foreign
exchange revenue; expectations regarding our
effective tax rate; expectations with respect to legal
and litigation costs; expectations regarding the
seasonality of our businesses; expectations with
respect to fees and assets; factors affecting the
performance of our businesses: the impact of foreign
exchange rates on our financial results and levels of
assets under custody and management; descriptions of
our critical accounting estimates, including
management’s estimates of probable losses,
management’s judgment in determining the effect of
credit ratings on allowances, estimates of fair value;
effects of delinquencies, default rates and loss severity
assumptions on impairment losses; expectations
regarding the impact that a goodwill impairment
charge would have on our financial condition, results
of operations, regulatory capital ratios and debt
issuance; statements regarding the impact of money
market fee waivers or changes in levels of assets
under management on the fair value of Asset
Management; estimates of net pension expense; our
expected long-term rate of return on plan assets; the
impact of significant changes in ratings classifications
for our investment portfolio on credit risk and the fair
value of our investment securities portfolio;
assumptions with respect to residential mortgage-
backed securities; expectations with respect to our
leasing portfolio; estimates of provisions for credit
losses; statements with respect to BNY Mellon’s
liquidity cushion, liquidity ratios, liquid asset buffer
and potential uses of liquidity; statements with respect
to an increase in our dividends and our liquidity
targets; the effect of a significant reduction in our
Investment Services business on our access to
deposits; the impact of a change in rating agencies’
method of review on BNY Mellon’s ratings;
expectations with respect to capital, including
anticipated repayment and call of outstanding
securities; our goal of maintaining a predominantly
investment grade credit portfolio; the effect of a
change in risk-weighted assets or common equity on
our capital ratios, the effect of a change in the value of
the S&P 500 Index; statements on our target capital
ratios; expectations with respect to the well
capitalized status of BNY Mellon and its bank
subsidiaries; statements regarding our balance sheet
size and client deposit levels; statements regarding

Mellon Capital IV; compliance with the requirements
of the Sound Practices Paper; statements regarding
maintaining a strong balance sheet and a superior debt
rating; descriptions of our risk management
framework; statements regarding risks that we may
face and the impact of such risks; statements
regarding our economic capital; statements with
respect to our risk management; descriptions of our
earnings simulation models and assumptions;
statements with respect to our business continuity
plans; expectations regarding climate change; the
effect of geopolitical factors and other external factors
on risk; timing and impact of adoption of recent
accounting pronouncements; the timing and effects of
pending and proposed legislation and regulation,
including the Dodd-Frank Act; the Federal Reserve’s
proposed rules with respect to systemically important
financial institutions; the Federal Reserve’s and
FDIC’s proposed resolution planning rules; the OCC’s
proposed rules regarding credit ratings in connection
with purchase of investment securities; federal
regulators proposal regarding incentive compensation
arrangements; our expectation regarding Basel II and
Basel III requirements and the impact on our capital
ratios; the SEC’s plans regarding IFRS; ability to
realize benefit of deferred tax assets including
carryovers; calculations of the fair value of our option
grants; statements with respect to unrecognized tax
benefits and compensation costs; our assessment of
the adequacy of our accruals for tax liabilities; amount
of dividends bank subsidiaries can pay without
regulatory waiver; and estimations of reasonable
possible loss with respect to legal proceedings and the
expected outcome and impact of judgments and
settlements, if any, arising from pending or potential
legal or regulatory proceedings.

In this report, any other report, any press release or
any written or oral statement that BNY Mellon or its
executives may make, words, such as “estimate,”
“forecast,” “project,” “anticipate,” “confident,”
“target,” “expect,” “intend,” “continue,” “seek,”
“believe,” “plan,” “goal,” “could,” “should,” “may,”
“will,” “strategy,” “synergies,” “opportunities,”
“trends” and words of similar meaning, signify
forward-looking statements.

Forward-looking statements, including discussions
and projections of future results of operations and
discussions of future plans contained in the MD&A,
are based on management’s current expectations and
assumptions that involve risk and uncertainties and
that are subject to change based on various important
factors (some of which are beyond BNY Mellon’s
control), including adverse changes in market
conditions, and the timing of such changes, and the

BNY Mellon

Forward-looking Statements (continued)

actions that management could take in response to
these changes. Actual results may differ materially
from those expressed or implied as a result of a
number of factors, including those discussed in the
“Risk Factors” section of BNY Mellon’s Annual
Report on Form 10-K for the year ended Dec. 31,
2011, such as: uncertainty in financial markets and
weakness in the economy; disruptions in European
economies, or the failure or instability of any of our
significant counterparties in Europe; continued market
volatility; write-downs of financial instruments that
we own or other losses related to volatile or illiquid
market conditions; adverse publicity, regulatory
actions or litigation with respect to us, other well-
known companies and the financial services industry
generally; government regulation and supervision, and
associated limitations on our ability to pay dividends
or make other capital distributions; recent legislative
and regulatory actions; low or volatile interest rates
and its impact on money market fund sponsors;
changes to deposit insurance premiums; the level of
regulation applicable to, and the costs associated
therewith of, our competitors, the degree of
consolidation and the breadth of products and services
offerings of companies in the financial services
industry and the ability of BNY Mellon to distinguish
itself from its competitors; declines in capital markets
on our fee-based businesses; stable exchange-rate
environment and declines in cross-border activity;
dependence on consistent execution of fee-based
services that we perform; the failure to successfully
integrate strategic acquisitions; the failure or
instability of any of our significant counterparties, and
our assumption of credit and counterparty risk;

changes to credit ratings; supervisory standards;
access to capital markets; monetary policy and other
governmental regulations; failures relating to
operational risk and circumvention of controls and
procedures; disruption or breaches in security of our
information systems that results in a loss of
confidential client information or impacts our ability
to provide services to our clients; dependence on
technology and intellectual property; global
operations and regulation; acts of terrorism and global
conflicts; risks relating to new lines of business;
attracting and retaining employees; tax and accounting
laws and regulations; inadequate credit reserves; risks
associated with being a holding company including
our dependence on dividends from our subsidiary
banks; the impact of provisions of Delaware law and
the Federal Reserve on our ability to pay dividends
and anti-takeover provisions in our certificate of
incorporation and bylaws. Investors should consider
all risks in BNY Mellon’s Annual Report on Form
10-K for the year ended Dec. 31, 2011 and any
subsequent reports filed with the SEC by BNY Mellon
pursuant to the Exchange Act.

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. The contents of BNY Mellon’s website or any
other websites referenced herein are not part of this
report.

82 BNY Mellon

Glossary

Accumulated Benefit Obligation (“ABO”)—The
actuarial present value of benefits (vested and
non-vested) attributed to employee services rendered.

Alt-A securities—A mortgage risk categorization that
falls between prime and subprime. Borrowers behind
these mortgages will typically have clean credit
histories but the mortgage itself will generally have
issues that increase its risk profile.

Alternative investments—Usually refers to
investments in hedge funds, leveraged loans,
subordinated and distressed debt, real estate and
foreign currency overlay. Examples of alternative
investment strategies are: long-short equity, event-
driven, statistical arbitrage, fixed income arbitrage,
convertible arbitrage, short bias, global macro and
equity market neutral.

APAC—Asia-Pacific region.

Asset-backed commercial paper (“ABCP”)—A
short-term instrument issued by a financial institution
that is collateralized by other assets.

Assets Under Custody And Administration
(“AUC”)—Assets beneficially owned by our clients
or customers which we hold in various capacities for
which various services are provided, such as custody,
accounting, administration valuations and
performance measurement. These assets are not on
our balance sheet.

ASC—Accounting Standards Codification.

Assets Under Management (“AUM”)—Includes
assets beneficially owned by our clients or customers
which we hold in various capacities that are either
actively or passively managed, as well as the value of
hedges supporting customer liabilities. These assets
and liabilities are not on our balance sheet.

bps—basis points.

Collateral management—A comprehensive program
designed to simplify collateralization and expedite
securities transfers for buyers and sellers.

Collateralized Debt Obligations (“CDOs”)—A type
of asset-backed security and structured credit product
constructed from a portfolio of fixed-income assets.

Collateralized loan obligation (“CLO”)—A debt
security backed by a pool of commercial loans.

Collective trust fund—An investment fund formed
from the pooling of investments by investors.

Credit derivatives—Contractual agreements that
provide insurance against a credit event of one or
more referenced credits. Such events include
bankruptcy, insolvency and failure to meet payment
obligations when due.

Credit risk—The risk of loss due to borrower or
counterparty default.

Credit valuation adjustment (“CVA”)—The market
value of counterparty credit risk on OTC derivative
transactions.

Currency swaps—An agreement to exchange stipulated
amounts of one currency for another currency.

Daily average revenue trades (“DARTS”)—A
metric used that represents the number of trades from
which an entity can expect to generate revenue
through fees or commissions on a given day.

Debit valuation adjustment (“DVA”)—The market
value of our credit risk on OTC derivative
transactions.

Depositary Receipts (“DR”)—A negotiable security
that generally represents a non-U.S. company’s
publicly traded equity.

Derivative—A contract or agreement whose value is
derived from changes in interest rates, foreign
exchange rates, prices of securities or commodities,
credit worthiness for credit default swaps or financial
or commodity indices.

Discontinued operations—The operating results of a
component of an entity, as defined by ASC 205, that
are removed from continuing operations when that
component has been disposed of or it is management’s
intention to sell the component.

Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”)—Regulatory
reform legislation signed into law on July 21, 2010.
This law broadly affects the financial services industry
and contains numerous provisions aimed at
strengthening the sound operation of the financial
services sector.

Double leverage—The situation that exists when a
holding company’s equity investments in wholly
owned subsidiaries (including goodwill and
intangibles) exceed its equity capital. Double leverage
is created when a bank holding company issues debt
and downstreams the proceeds to a subsidiary as an
equity investment.

Economic Value of Equity (“EVE”)—An
aggregation of discounted future cash flows of assets
and liabilities over a long-term horizon.

EMEA—Europe, the Middle East and Africa.

Eurozone—an economic and monetary union of 17
European Union member states that have adopted the
euro (€) as their common currency. The Eurozone
currently includes Germany, France, Belgium, the
Netherlands, Luxembourg, Austria, Finland, Italy,

BNY Mellon

Glossary (continued)

Ireland, Spain, Portugal, Greece, Estonia, Cyprus,
Malta, Slovenia and Slovakia.

Interest rate sensitivity—The exposure of net
interest income to interest rate movements.

eXtensible Business Reporting Language
(“XBRL”)—a language for the electronic
communication of business and financial data.

FASB—Financial Accounting Standards Board.

FDIC—Federal Deposit Issuance Corporation.

Foreign currency options—Similar to interest rate
options except they are based on foreign exchange
rates. Also, see interest rate options in this glossary.

Foreign currency swaps—An agreement to
exchange stipulated amounts of one currency for
another currency at one or more future dates.

Foreign exchange contracts—Contracts that provide
for the future receipt or delivery of foreign currency at
previously agreed-upon terms.

Forward rate agreements—Contracts to exchange
payments on a specified future date, based on a
market change in interest rates from trade date to
contract settlement date.

Fully Taxable Equivalent (“FTE”)—Basis for
comparison of yields on assets having ordinary
taxability with assets for which special tax exemptions
apply. The FTE adjustment reflects an increase in the
interest yield or return on a tax-exempt asset to a level
that would be comparable had the asset been fully
taxable.

Generally Accepted Accounting Principles
(“GAAP”)—Accounting rules and conventions
defining acceptable practices in preparing financial
statements in the U.S. The FASB is the primary
source of accounting rules.

Grantor Trust—A legal, passive entity through
which pass-through securities are sold to investors.

Hedge fund—A fund which is allowed to use diverse
strategies that are unavailable to mutual funds,
including selling short, leverage, program trading,
swaps, arbitrage and derivatives.

Impairment—When an asset’s market value is less
than its carrying value.

Interest rate options, including caps and floors—
Contracts to modify interest rate risk in exchange for the
payment of a premium when the contract is initiated. As
a writer of interest rate options, we receive a premium in
exchange for bearing the risk of unfavorable changes in
interest rates. Conversely, as a purchaser of an option,
we pay a premium for the right, but not the obligation, to
buy or sell a financial instrument or currency at
predetermined terms in the future.

84 BNY Mellon

Interest rate swaps—Contracts in which a series of
interest rate flows in a single currency is exchanged
over a prescribed period. Interest rate swaps are the
most common type of derivative contract that we use
in our asset/liability management activities.

Investment grade—Those where the customer has a
Moody’s long-term rating of Baa3 or better; and/or a
Standard & Poor’s, Fitch or DBRS long-term rating of
BBB- or better; or if unrated, an equivalent rating using
our internal risk ratings. Instruments that fall below
these levels are considered non-investment grade.

Joint venture—A company or entity owned and
operated by a group of companies for a specific
business purpose, no one of which has a majority
interest.

Leverage ratio—Tier 1 capital divided by quarterly
average total assets, as defined by the regulators.

Liquidity risk—The risk of being unable to fund our
portfolio of assets at appropriate maturities and rates,
and the risk of being unable to liquidate a position in a
timely manner at a reasonable price.

Loans for purchasing or carrying securities—
Loans primarily to brokers and dealers in securities.

Market risk—The potential loss in value of
portfolios and financial instruments caused by
movements in market variables, such as interest and
foreign exchange rates, credit spreads, and equity and
commodity prices.

Master netting agreement—An agreement between
two counterparties that have multiple contracts with
each other that provides for the net settlement of all
contracts through a single payment in the event of
default or termination of any one contract.

Mortgage-Backed Security (“MBS”)—An asset-
backed security whose cash flows are backed by the
principal and interest payments of a set of mortgage
loans.

N/A—Not applicable.

N/M—Not meaningful.

Net interest margin—The result of dividing net
interest revenue by average interest-earning assets.

Nostro account—An account held in a foreign
country by a domestic bank, denominated in the
currency of that country. Nostro accounts are used to
facilitate settlement of foreign exchange and currency
trading transactions.

Glossary (continued)

Operating leverage—The rate of increase in revenue
to the rate of increase in expenses.

Return on common equity—Income divided by
average common shareholders’ equity.

Operational risk—The risk of loss resulting from
inadequate or failed processes or systems, human
factors or external events.

Return on tangible common equity—Income,
excluding amortization of intangible assets, divided
by average tangible common shareholders’ equity.

Performance fees—Fees received by an investment
advisor based upon the fund’s performance for the
period relative to various predetermined benchmarks.

Prime securities—A classification of securities
collateralized by loans to borrowers who have a high-
value and/or a good credit history.

Private equity/venture capital—Investment in
start-up companies or those in the early processes of
developing products and services with perceived,
long-term growth potential.

Pre-tax operating margin—Income before taxes for
a period divided by total revenue for that period.

Projected Benefit Obligation (“PBO”)—The
actuarial present value of all benefits accrued on
employee service rendered prior to the calculation
date, including allowance for future salary increases if
the pension benefit is based on future compensation
levels.

Qui tam action—An action brought under a statute
that allows a private person to sue for a recovery, part
of which the government or some specified public
institution will receive.

Rating Agency—An independent agency that
assesses the credit quality and likelihood of default of
an issue or issuer and assigns a rating to that issue or
issuer.

Real Estate Investment Trust (“REIT”)—An
investor-owned corporation, trust or association that
sells shares to investors and invests in income-
producing property.

Repurchase Agreement (“Repo”)—An instrument
used to raise short term funds whereby securities are
sold with an agreement for the seller to buy back the
securities at a later date.

Residential Mortgage-Backed Security
(“RMBS”)—An asset-backed security whose cash
flows are backed by principal and interest payments of
a set of residential mortgage loans.

Restructuring charges—Typically result from the
consolidation and/or relocation of operations.

Return on assets—Income divided by average assets.

Securities lending transaction—A fully
collateralized transaction in which the owner of a
security agrees to lend the security through an agent
(The Bank of New York Mellon) to a borrower,
usually a broker/dealer or bank, on an open, overnight
or term basis, under the terms of a prearranged
contract, which generally matures in less than 90 days.

Subcustodian—A local provider (e.g., a bank)
contracted to provide specific custodial related
services in a selected country or geographic area.

Subprime securities—A classification of securities
collateralized by loans to borrowers who have a
tarnished or limited credit history.

Tangible common shareholders’ equity—Common
equity less goodwill and intangible assets adjusted for
deferred tax liabilities associated with non-tax
deductible intangible assets and tax deductible
goodwill.

Tier 1 and total capital (Basel I guidelines)—
Includes common shareholders’ equity (excluding
certain components of comprehensive income),
qualifying trust preferred securities, less goodwill and
certain intangible assets adjusted for deferred tax
liabilities associated with non-tax deductible
intangible assets and tax deductible goodwill and a
deduction for certain non-financial equity investments
and disallowed deferred tax assets. Total capital
includes Tier 1 capital, qualifying unrealized equity
securities gains, qualifying subordinated debt and the
allowance for credit losses.

Unfunded commitments—Legally binding
agreements to provide a defined level of financing
until a specified future date.

Value-at-Risk (“VaR”)—A measure of the dollar
amount of potential loss at a specified confidence
level from adverse market movements in an ordinary
market environment.

Variable Interest Entity (“VIE”)—An entity that:
(1) lacks enough equity investment at risk to permit the
entity to finance its activities without additional financial
support from other parties; (2) has equity owners that
lack the right to make significant decisions affecting the
entity’s operations; and/or (3) has equity owners that do
not have an obligation to absorb or the right to receive
the entity’s losses or return.

BNY Mellon

Report of Management on Internal Control Over Financial Reporting

Management of BNY Mellon is responsible for
establishing and maintaining adequate internal control
over financial reporting for BNY Mellon, as such term
is defined in Rule 13a-15(f) under the Exchange Act.

BNY Mellon’s management, including its principal
executive officer and principal financial officer, has
assessed the effectiveness of BNY Mellon’s internal
control over financial reporting as of December 31,
2011. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in
Internal Control—Integrated Framework. Based upon
such assessment, management believes that, as of

December 31, 2011, BNY Mellon’s internal control
over financial reporting is effective based upon those
criteria.

KPMG LLP, the independent registered public
accounting firm that audited BNY Mellon’s 2011
financial statements included in this Annual Report
under “Financial Statements and Notes,” has issued a
report with respect to the effectiveness of BNY
Mellon’s internal control over financial reporting.
This report appears on page 87.

86 BNY Mellon

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
The Bank of New York Mellon Corporation:

We have audited The Bank of New York Mellon Corporation’s (“BNY Mellon”) internal control over financial
reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). BNY Mellon’s
management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report
of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on BNY
Mellon’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, BNY Mellon maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of BNY Mellon as of December 31, 2011 and 2010, and the
related consolidated statements of income, changes in equity, and cash flows for each of the years in the three-year
period ended December 31, 2011, and our report dated February 28, 2012 expressed an unqualified opinion on
those consolidated financial statements.

New York, New York
February 28, 2012

BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Income Statement

(in millions)
Fee and other revenue
Investment services fees:

Asset servicing
Issuer services
Clearing services
Treasury services

Total investment services fees

Investment management and performance fees
Foreign exchange and other trading revenue
Distribution and servicing
Financing-related fees
Investment income
Other

Total fee revenue

Net securities gains (losses)—including other-than-temporary impairment
Non-credit-related gains (losses) on securities not expected to be sold (recognized in OCI)

Net securities gains (losses)
Total fee and other revenue

Operations of consolidated investment management funds
Investment income
Interest of investment management fund note holders

Income of consolidated investment management funds

Net interest revenue
Interest revenue
Interest expense

Net interest revenue
Provision for credit losses

Net interest revenue after provision for credit losses

Noninterest expense
Staff
Professional, legal and other purchased services
Net occupancy
Software
Distribution and servicing
Furniture and equipment
Sub-custodian
Business development
Other

Subtotal

Amortization of intangible assets
Restructuring charges
Merger and integration expenses

Total noninterest expense

Income
Income (loss) from continuing operations before income taxes
Provision (benefit) for income taxes

Net income (loss) from continuing operations

Discontinued operations:

Loss from discontinued operations
Benefit for income taxes

Net loss from discontinued operations
Net income (loss)

Net (income) attributable to noncontrolling interests (includes $(50), $(59) and $—related to

investment management funds)

Redemption charge and preferred dividends

Net income (loss) applicable to common shareholders of The Bank of New York Mellon

Corporation

88 BNY Mellon

Year ended Dec. 31,
2010 (a)

2011

2009 (a)

$ 3,697
1,445
1,159
535
6,836
3,002
848
187
170
258
197
11,498
(86)
(134)
48
11,546

670
470
200

3,588
604
2,984
1
2,983

5,726
1,217
624
485
416
330
298
261
1,147
10,504
428
89
91
11,112

3,617
1,048
2,569

-
-
-
2,569

(53)
-

$ 3,076
1,460
1,005
530
6,071
2,868
886
210
195
308
159
10,697
(43)
(70)
27
10,724

663
437
226

3,470
545
2,925
11
2,914

5,215
1,099
588
410
377
315
247
271
1,060
9,582
421
28
139
10,170

3,694
1,047
2,647

(110)
(44)
(66)
2,581

(63)
-

$ 2,573
1,463
962
519
5,517
2,677
1,036
326
215
226
111
10,108
(5,552)
(183)
(5,369)
4,739

-
-
-

3,508
593
2,915
332
2,583

4,700
1,017
564
367
393
309
203
214
954
8,721
426
150
233
9,530

(2,208)
(1,395)
(813)

(421)
(151)
(270)
(1,083)

(1)
(283)

$ 2,516

$ 2,518

$ (1,367)

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Income Statement (continued)

Reconciliation of net income (loss) from continuing operations

to the net income applicable to common shareholders
of The Bank of New York Mellon Corporation

(in millions)

Net income (loss) from continuing operations
Net (income) attributable to noncontrolling interests
Redemption charge and preferred dividends

Net income (loss) from continuing operations applicable to common shareholders of The Bank

of New York Mellon Corporation
Net loss from discontinued operations

Net income (loss) applicable to common shareholders of The Bank of New York Mellon

Corporation

Less: Earnings allocated to participating securities

Excess of redeemable value over the fair value of noncontrolling interests

Net income (loss) applicable to common shareholders of The Bank of New York Mellon

Corporation after required adjustments for the calculation of basic and diluted earnings per
share

Average common shares and equivalents outstanding
of The Bank of New York Mellon Corporation

(in thousands)

Basic
Common stock equivalents
Less: Participating securities

Diluted

Anti-dilutive securities (c)

Earnings per common share applicable to the common shareholders

of The Bank of New York Mellon Corporation (d)

(in dollars)

Basic:

Net income (loss) from continuing operations
Net loss from discontinued operations

Net income (loss) applicable to common stock

Diluted:

Net income (loss) from continuing operations
Net loss from discontinued operations

Net income (loss) applicable to common stock

Year ended Dec. 31,

2011

$2,569
(53)
-

2,516
-

2,516
27
9

2010

$2,647
(63)
-

2,584
(66)

2,518
23
-

2009

$ (813)
(1)
(283)

(1,097)
(270)

(1,367)
-
-

$2,480

$2,495

$(1,367)

Year ended Dec. 31,

2011

2010

2009

1,220,804
8,425
6,203

1,212,630
9,508
5,924

1,178,907
-
-

1,223,026

1,216,214

1,178,907 (b)

86,270

87,058

98,112

Year ended Dec. 31,

2011

2010

2009

$2.03
-

$2.03

$2.03
-

$2.03

$ 2.11
(0.05)

$ 2.06

$ 2.11
(0.05)

$ 2.05 (e)

$(0.93)
(0.23)

$(1.16)

$(0.93)
(0.23)

$(1.16)

(a)

In 2011, BNY Mellon realigned its internal reporting structure. See Note 26 of the Notes to Consolidated Financial Statements for
additional information.

(b) Diluted earnings per share for the year ended Dec. 31, 2009, was calculated using average basic shares. Adding back the dilutive

shares would be anti-dilutive.

(c) Represents stock options, restricted stock, restricted stock units, participating securities and warrants outstanding but not included in

the computation of diluted average common shares because their effect would be anti-dilutive.

(d) Basic and diluted earnings per share under the two-class method are determined on the net income reported on the income statement
less earnings allocated to participating securities, and the excess of redeemable value over the fair value of noncontrolling interests.

(e) Does not foot due to rounding.

See accompanying Notes to Consolidated Financial Statements.

BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Balance Sheet

(dollar amounts in millions, except per share amounts)

Assets
Cash and due from:

Banks
Interest-bearing deposits with the Federal Reserve and other central banks

Interest-bearing deposits with banks
Federal funds sold and securities purchased under resale agreements
Securities:

Held-to-maturity (fair value of $3,540 and $3,657)
Available-for-sale

Total securities

Trading assets
Loans
Allowance for loan losses

Net loans

Premises and equipment
Accrued interest receivable
Goodwill
Intangible assets
Other assets (includes $1,848 and $1,075, at fair value)
Assets of discontinued operations

Subtotal assets of operations

Assets of consolidated investment management funds, at fair value:

Trading assets
Other assets

Subtotal assets of consolidated investment management funds, at fair value

Total assets

Liabilities
Deposits:

Noninterest-bearing (principally U.S. offices)
Interest-bearing deposits in U.S. offices
Interest-bearing deposits in Non-U.S. offices

Total deposits

Federal funds purchased and securities sold under repurchase agreements
Trading liabilities
Payables to customers and broker-dealers
Commercial paper
Other borrowed funds
Accrued taxes and other expenses
Other liabilities (including allowance for lending-related commitments of $103 and $73,

also includes $382 and $590, at fair value)

Long-term debt (includes $326 and $269, at fair value)

Subtotal liabilities of operations

Liabilities of consolidated investment management funds, at fair value:

Trading liabilities
Other liabilities

Subtotal liabilities of consolidated investment management funds, at fair value

Total liabilities

Temporary equity
Redeemable noncontrolling interests
Permanent equity
Common stock – par value $0.01 per common share; authorized 3,500,000,000 common shares;

issued 1,249,061,305 and 1,244,608,989 common shares

Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net of tax
Less: Treasury stock of 39,386,698 and 3,078,794 common shares, at cost

Total The Bank of New York Mellon Corporation shareholders’ equity

Non-redeemable noncontrolling interests
Non-redeemable noncontrolling interests of consolidated investment management funds

Total permanent equity

Total liabilities, temporary equity and permanent equity

See accompanying Notes to Consolidated Financial Statements.

90 BNY Mellon

Dec. 31,

2011

2010

4,175
90,243
36,321
4,510

3,675
18,549
50,200
5,169

3,521
78,467

81,988
7,861
43,979
(394)

43,585
1,681
660
17,904
5,152
19,839
-

3,655
62,652

66,307
6,276
37,808
(498)

37,310
1,693
508
18,042
5,696
18,790
278

313,919

232,493

10,751
596

11,347

14,121
645

14,766

$325,266

$247,259

$ 95,335
41,231
82,528

$ 38,703
37,937
68,699

219,094
6,267
8,071
12,671
10
2,174
6,235

6,525
19,933

145,339
5,602
6,911
9,962
10
2,858
6,164

7,176
16,517

280,980

200,539

10,053
32

10,085

13,561
2

13,563

291,065

214,102

114

12
23,185
12,812
(1,627)
(965)

33,417
-
670

34,087

12
22,885
10,898
(1,355)
(86)

32,354
12
699

33,065

$325,266

$247,259

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Cash Flows

(in millions)
Operating activities

Net income (loss)
Net (income) attributable to noncontrolling interests
Net loss from discontinued operations
Net income (loss) from continuing operations applicable to common shareholders of The Bank of

New York Mellon Corporation

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

Provision for credit losses
Pension plan contribution
Depreciation and amortization
Deferred tax expense (benefit)
Net securities (gains) losses and venture capital (income)

Change in trading activities
Change in accruals and other, net
Net effect of discontinued operations

Net cash provided by operating activities

Investing activities

Change in interest-bearing deposits with banks
Change in interest-bearing deposits with the Federal Reserve and other central banks
Purchases of securities held-to-maturity
Paydowns of securities held-to-maturity
Maturities of securities held-to-maturity
Purchases of securities available-for-sale
Sales of securities available-for-sale
Paydowns of securities available-for-sale
Maturities of securities available-for-sale
Net principal (disbursed to) received from loans to customers
Sales of loans and other real estate
Change in federal funds sold and securities purchased under resale agreements
Change in seed capital investments
Purchases of premises and equipment/capitalized software
Acquisitions, net cash
Dispositions, net cash
Proceeds from the sale of premises and equipment
Other, net
Net effect of discontinued operations

Net cash (used for) provided by investing activities

Financing activities

Change in deposits
Change in federal funds purchased and securities sold under repurchase agreements
Change in payables to customers and broker-dealers
Change in other borrowed funds
Change in commercial paper
Net proceeds from the issuance of long-term debt
Repayments of long-term debt
Proceeds from the exercise of stock options
Issuance of common stock
Treasury stock acquired
Common cash dividends paid
Series B preferred stock repurchased
Common stock warrant repurchased
Preferred dividends paid
Other, net
Net effect of discontinued operations

Net cash provided by (used for) financing activities

Effect of exchange rate changes on cash
Change in cash and due from banks

Change in cash and due from banks
Cash and due from banks at beginning of period
Cash and due from banks at end of period

Supplemental disclosures

Interest paid
Income taxes paid
Income taxes refunded

See accompanying Notes to Consolidated Financial Statements.

Year ended Dec. 31,

2011

2010

2009

$ 2,569
(53)
-

$ 2,581
(63)
(66)

$ (1,083)
(1)
(270)

2,516

2,584

(814)

1
(71)
776
12
(65)
(425)
(533)
-
2,211

12,983
(70,787)
(1,226)
233
1,127
(42,367)
9,507
8,332
9,385
(6,863)
604
659
162
(642)
(64)
-
13
(1,234)
-
(80,178)

74,252
665
2,709
(549)
-
5,042
(1,911)
18
25
(873)
(593)
-
-
-
(20)
-
78,765
(298)

11
(46)
629
1,199
(57)
(155)
(115)
-
4,050

7,073
(11,187)
(19)
255
316
(23,585)
5,981
7,944
2,666
310
511
(1,634)
(160)
(230)
(2,793)
133
14
(591)
59
(14,937)

8,527
2,058
(762)
1,988
(2)
1,347
(2,614)
31
697
(41)
(440)
-
-
-
1
-
10,790
40

332
(394)
711
(1,970)
5,387
(636)
1,192
(27)
3,781

(9,635)
45,908
(114)
643
280
(28,665)
3,975
6,361
2,001
4,268
851
(1,545)
(8)
(318)
(364)
-
6
(987)
431
23,088

(24,774)
2,602
1,447
(5,717)
(126)
3,350
(1,882)
16
1,371
(28)
(599)
(3,000)
(136)
(73)
4
(428)
(27,973)
(53)

500
3,675
$ 4,175

(57)
3,732
$ 3,675

(1,157)
4,889
$ 3,732

586
640
136

591
699
197

682
2,392
664

BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Changes in Equity

The Bank of New York Mellon Corporation shareholders

Common
stock
$12

Additional
paid-in
capital

Retained
earnings
$22,885 $10,898

Accumulated
other
comprehensive
income (loss),
net of tax
$(1,355)

Non-
redeemable
non-
controlling
interest
$ 12

Treasury
stock
$ (86)

Non-
redeemable
noncontrolling
interest of
consolidated
investment
management
funds
$699

Redeemable
non-
controlling
interests/
temporary
equity
$ 92

Total
permanent
equity
$33,065 (a)

-
-

(9)

2,516

(593)
-

(246)

(26)

(272)

-
-

-
(873)

-
-
$12

231
-

(1)
1
$23,185 $12,812

-
-
$(1,627)

(9)
-
$(965)

(12)

-
-

-
-
-

(70)

(74)

2,566

(16)

(262)

-
-

-
-
$670

(26)

2,278 (c)

(593)
(873)

221
1

$34,087 (a)

(19)

(2)

(1)

-
-

-
-
$114

(in millions, except per share amounts)
Balance at Dec. 31, 2010
Shares issued to shareholders of

noncontrolling interests
Redemption of subsidiary

shares from noncontrolling
interests

Other net changes in

noncontrolling interests
Consolidation of investment

management funds
Comprehensive income:

Net income
Other comprehensive
income, net of tax
Reclassification

adjustment (b)
Total comprehensive

income

Dividends on common stock at

$0.48 per share

Repurchase of common stock
Common stock issued under:
Employee benefit plans
Direct stock purchase and
dividend reinvestment
plan

Stock awards and options

exercised

Other
Balance at Dec. 31, 2011

(a)

Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $32,354 million at Dec. 31, 2010, and
$33,417 million at Dec. 31, 2011.
Includes $(26) million (after tax) related to net securities gains (losses).

(b)
(c) Comprehensive income attributable to The Bank of New York Mellon Corporation shareholders totaled $2,244 million for the year

ended Dec. 31, 2011.

See accompanying Notes to Consolidated Financial Statements.

92 BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Changes in Equity (continued)

The Bank of New York Mellon Corporation shareholders

Common
stock
$12

Additional
paid-in
capital

Retained
earnings
$21,917 $ 8,912

Accumulated
other
comprehensive
income (loss),
net of tax
$(1,835)

Treasury
stock
$(29)

-
12

-
21,917

(73)
8,891

-
(1,811)

-
(29)

-
-

(18)

-
-

676
34

(55)

2,518

(14)
2,504

(441)
-

-
-

461

(5)
456

-
-

-
(41)

-
1

Non-redeemable
noncontrolling
interest of
consolidated
investment
management
funds
-
$

Non-
redeemable
non-
controlling
interest
$ 26

Redeemable
non-
controlling
interests/
temporary
equity
$ -

Total
permanent
equity
$29,003 (a)

-
26

(4)

(10)

-
-

(73)
29,006

(18)

(4)

(89)

(139)

785

(12)

785

(12)

2,577

(44)

417

-
15

(19)
2,975 (c)

-
-

(441)
(41)

676
35

-
-

(6)

-
4

-
-

-
$12

245

(1)
$22,885 $10,898

-
$(1,355)

(17)
$(86)

-
$ 12

-
$699

227
$33,065 (a)

-
$92

(in millions, except per share amounts)
Balance at Dec. 31, 2009
Adjustments for the cumulative
effect of applying ASC 810
Adjustments for the cumulative
effect of applying ASC 825
Adjusted balance at Jan. 1, 2010
Shares issued to shareholders of

noncontrolling interests

Redemption of subsidiary shares
from noncontrolling interests

Distributions paid to

noncontrolling interests

Other net changes in

noncontrolling interests
Consolidation of investment

management funds

Deconsolidation of investment

management funds
Comprehensive income:

Net income
Other comprehensive
income, net of tax
Reclassification
adjustment (b)
Total comprehensive income

Dividends on common stock at

$0.36 per share

Repurchase of common stock
Common stock issued under:
Stock forward contract
Employee benefit plans
Direct stock purchase and

dividend reinvestment plan

Stock awards and options

exercised

Balance at Dec. 31, 2010

(a)

(b)

Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $28,977 million at Dec. 31, 2009, and
$32,354 million at Dec. 31, 2010.
Includes $(15) million (after tax) related to OTTI, and a $14 million reclassification to retained earnings from other comprehensive
income.

(c) Comprehensive income attributable to The Bank of New York Mellon Corporation shareholders totaled $2,960 million for the year

ended Dec. 31, 2010.

BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Changes in Equity (continued)

(in millions, except per share amounts)
Balance at Dec. 31, 2008
Adjustments for the cumulative effect of

applying ASC 320, net of taxes of $470

Adjusted balance at Jan. 1, 2009
Purchase of subsidiary shares from

noncontrolling interests

Distributions paid to noncontrolling interests
Comprehensive income:

Net income
Other comprehensive income, net of tax

Reclassification adjustment

Total comprehensive income

Dividends:

Common stock at $0.51 per share
Preferred stock at $24.58 per share

Repurchase of:

Common stock
Series B preferred stock
Common stock warrant

Common stock issued:
In public offering
In connection with acquisitions and

investments

Under employee benefit plans
Under direct stock purchase and
dividend reinvestment plan

Amortization of preferred stock discount and

redemption charge

Stock awards and options exercised
Other
Balance at Dec. 31, 2009

The Bank of New York Mellon Corporation shareholders

Preferred
stock
$ 2,786

Common
stock
$11

Additional
paid-in
capital

Retained
earnings
$20,432 $10,225

Accumulated
other
comprehensive
income (loss),
net of tax
$(5,401)

Non-
redeemable
noncontrolling
interests
$ 39

Treasury
stock
$ (3)

Total
permanent
equity
$28,089 (a)

-
2,786

-
11

-
20,432

676
10,901

(676)
(6,077)

-
(3)

-
-

-
-
-
-

-
-

-
(3,000)
-

-
-

-
-
-
-

-
-

-
-
-

-
-

(74)
-

-
-

-
-
-
-

-
-

(1,084)
-
-
(1,084)

(599)
(69)

-
-
(136)

1,346

85
49

-
-
-

-
-

-
926
3,316
4,242

-
-

-
-
-

-
-

-
-
-
-

-
-

(28)
-
-

-
2

-
39

(11)
(7)

-
28,089

(85)
(7)

1
4
-
5

-
-

-
-
-

-
-

(1,083)
930
3,316 (b)
3,163 (c)

(599)
(69)

(28)
(3,000)
(136)

1,347

85
51

214
-
-
-

-
-
-
$12

-
197
(1)

(214)
-
(23)
$21,917 $ 8,912

-
-
-
$(1,835)

-
-
-
$(29)

-
-
-
$ 26

-
197
(24)
$29,003 (a)

(a)

Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $25,264 million at Dec. 31, 2008, and
$28,977 million at Dec. 31, 2009.
(b)
Includes $3,348 million (after tax) related to OTTI that was reclassified to net securities gains (losses) on the income statement.
(c) Comprehensive income attributable to The Bank of New York Mellon Corporation shareholders totaled $3,158 million for the year

ended Dec. 31, 2009.

94 BNY Mellon

Notes to Consolidated Financial Statements

Note 1—Summary of significant accounting
and reporting policies

Basis of Presentation

The accounting and financial reporting policies of
BNY Mellon, a global financial services company,
conform to U.S. generally accepted accounting
principles (“GAAP”) and prevailing industry
practices.

In the opinion of management, all adjustments
necessary for a fair presentation of financial position,
results of operations and cash flows for the annual
periods have been made. Certain other immaterial
reclassifications have been made to prior years to
place them on a basis comparable with current period
presentation.

Use of estimates

The preparation of financial statements in conformity
with U.S. GAAP requires management to make
estimates based upon assumptions about future
economic and market conditions which affect reported
amounts and related disclosures in our financial
statements. Although our current estimates
contemplate current conditions and how we expect
them to change in the future, it is reasonably possible
that actual conditions could be worse than anticipated
in those estimates, which could materially affect our
results of operations and financial condition. Amounts
subject to estimates are items such as the allowance
for loan losses and lending-related commitments,
goodwill and intangible assets, pension accounting,
the fair value of financial instruments and other-than-
temporary impairments. Among other effects, such
changes in estimates could result in future
impairments of investment securities, goodwill and
intangible assets and establishment of allowances for
loan losses and lending-related commitments as well
as increased pension and post-retirement expense.

Organization of our businesses

In 2011, BNY Mellon realigned its internal reporting
structure and business presentation to focus on its two
principal businesses, Investment Management and
Investment Services. The realignment reflects
management’s current approach to assessing
performance and decisions regarding resource
allocations. Investment Management includes the
former Asset Management and Wealth Management
businesses. Investment Services includes the former
Asset Servicing, Issuer Services and Clearing Services

businesses, and the Cash Management business
previously included in the Treasury Services business.
The credit-related activities previously included in the
Treasury Services business, are now included in the
Other segment. Fee revenue classifications in the
income statement were changed in 2011 to reflect this
realignment as follows:

All prior periods were reclassified. The
reclassifications did not affect the results of
operations.

Equity method investments

The consolidated financial statements include the
accounts of BNY Mellon and its subsidiaries. Equity
investments of less than a majority but at least 20%
ownership are accounted for by the equity method and
classified as other assets. Earnings on these
investments are reflected in fee and other revenue as
investment services fees or investment income, as
appropriate, in the period earned. Our most significant
equity method investments are:

Equity method investments at Dec. 31, 2011
(dollars in millions)

Percentage Ownership

Book Value

CIBC Mellon
Wing Hang
Siguler Guff
ConvergEx
West LB Joint Venture

Acquired businesses

50.0%
20.4%
20.0%
33.2%
50.0%

$577
$399
$267
$152
$ 91

The income statement and balance sheet include
results of acquired businesses accounted for under the
acquisition method of accounting pursuant to ASC
805—Business Combinations and equity investments
from the dates of acquisition. For acquisitions prior to
Jan. 1, 2009, we recorded any contingent purchase
payments when the amounts were resolved and
became payable. For acquisitions occurring after Dec.
31, 2008, contingent purchase consideration was
measured at its fair value and recorded on the
purchase date.

BNY Mellon

Notes to Consolidated Financial Statements (continued)

Parent financial statements

The Parent financial statements in Note 20 of the
Notes to Consolidated Financial Statements include
the accounts of the Parent; those of a wholly owned
financing subsidiary that functions as a financing
entity for BNY Mellon and its subsidiaries by issuing
commercial paper and other debt guaranteed by BNY
Mellon; and MIPA, LLC, a single-member limited
liability company, created to hold and administer
corporate owned life insurance. Financial data for the
Parent, the financing subsidiary and the single-
member limited liability company are combined for
financial reporting purposes because of the limited
function of these entities and the unconditional
guarantee by BNY Mellon of their obligations.

Variable interest entities

We consider the underlying facts and circumstances
of individual transactions when assessing whether or
not an entity is a potential variable interest entity
(“VIE”). VIEs are entities that do not have sufficient
equity at risk for the entity to finance its activities
without additional financial support, or in which
equity investors do not have the characteristics of a
controlling financial interest. BNY Mellon applies
ASC 810 to its mutual funds, hedge funds, private
equity funds, collective investment funds and real
estate investment trusts, which were determined to be
VIEs. Generally, the company is deemed to be the
primary beneficiary and thus required to consolidate a
VIE, if BNY Mellon has a variable interest (or
combination of variable interests) that, based on a
quantitative analysis, will absorb a majority of the
VIE’s expected losses, that will receive a majority of
the VIE’s expected residual returns, or both. A
“variable interest” is a contractual, ownership or other
interest that changes with changes in the fair value of
the VIE’s net assets. “Expected losses” and “expected
residual returns” are measures of variability in the
expected cash flows of a VIE.

BNY Mellon’s other VIEs are evaluated under the
guidance included in ASU 2009-17. These other VIEs
include securitization trusts, which are no longer
considered qualifying special purpose entities
(“QSPEs”), and CLOs, in which BNY Mellon serves
as the investment manager. In addition, we provide
trust and custody services for a fee to entities
sponsored by other corporations in which we have no
other interest. The company must determine whether
or not its variable interests in these VIEs, based on
qualitative analysis, provide BNY Mellon with a
controlling financial interest in the VIE. The analysis

96 BNY Mellon

includes an assessment of the characteristics of the
VIE. The Company is considered to have a controlling
financial interest in the VIE, which would require
consolidation of the VIE, if it has the following
characteristics: (1) the power to direct the activities
that most significantly impact the VIE’s economic
performance; and (2) the obligation to absorb losses or
the right to receive benefits from the VIE that could
potentially be significant to the VIE.

Nature of operations

BNY Mellon is a global leader in providing a broad
range of financial products and services in domestic
and international markets. Through our two principal
businesses, Investment Management and Investment
Services, we serve the following major classes of
customers—institutions, corporations, and high net
worth individuals. For institutions and corporations,
we provide the following services:

Š
Š
Š
Š
Š
Š
Š
Š
Š

investment management;
trust and custody;
foreign exchange;
fund administration;
securities lending;
depositary receipts;
corporate trust;
global payment/cash management; and
banking services.

For individuals, we provide mutual funds, separate
accounts, wealth management and private banking
services. BNY Mellon’s investment management
businesses provide investment products in many asset
classes and investment styles on a global basis.

Trading account securities, available-for-sale
securities, and held-to-maturity securities

Securities are accounted for under ASC 320
Investments—Debt and Equity Securities. Securities
are generally classified in the trading,
available-for-sale investment or the held-to-maturity
investment securities portfolios when they are
purchased. Securities are classified as trading
securities when our intention is to resell. Securities are
classified as available-for-sale securities when we
intend to hold the securities for an indefinite period of
time or when the securities may be used for tactical
asset/liability purposes and may be sold from time to
time to effectively manage interest rate exposure,
prepayment risk and liquidity needs. Securities are
classified as held-to-maturity securities when we
intend to hold them until maturity. Seed capital
investments are classified as other assets or

Notes to Consolidated Financial Statements (continued)

available-for-sale securities, depending on the nature
of the investment and management’s intent.

Trading securities are stated at fair value. Trading
revenue includes both realized and unrealized gains
and losses. The liability incurred on short-sale
transactions, representing the obligation to deliver
securities, is included in trading liabilities at fair
value.

Available-for-sale securities are stated at fair value.
The difference between fair value and amortized cost
representing unrealized gains or losses on assets
classified as available-for-sale, are recorded net of tax
as an addition to or deduction from other
comprehensive income (“OCI”), unless a security is
deemed to have an other-than-temporary impairment
(“OTTI”). Gains and losses on sales of
available-for-sale securities are reported in the income
statement. The cost of debt and equity securities sold
is determined on a specific identification and average
cost method, respectively. Unrealized gains and losses
on seed capital investments classified as other assets
are recorded in investment income. Held-to-maturity
securities are stated at cost.

Income on securities purchased is adjusted for
amortization of premium and accretion of discount on
a level yield basis.

We routinely conduct periodic reviews to identify and
evaluate each investment security to determine
whether OTTI has occurred. We examine various
factors when determining whether an impairment,
representing the fair value of a security being below
its amortized cost, is other than temporary. The
following are examples of factors that BNY Mellon
considers:

Š The length of time and the extent to which the
fair value has been less than the amortized cost
basis;

Š Whether management has an intent to sell the

security;

Š Whether the decline in fair value is attributable
to specific adverse conditions affecting a
particular investment;

Š Whether the decline in fair value is attributable
to specific conditions, such as conditions in an
industry or in a geographic area;

Š Whether a debt security has been downgraded

by a rating agency;

Š Whether a debt security exhibits cash flow

deterioration; and

Š For each non-agency RMBS, we compare the
remaining credit enhancement that protects the
individual security from losses against the
projected losses of principal and/or interest
expected to come from the underlying mortgage
collateral, to determine whether such credit
losses might directly impact the relevant
security.

The credit component of an OTTI of a debt security is
recognized in earnings and the non-credit component
is recognized in OCI when we do not intend to sell the
security and it is more likely than not that BNY
Mellon will not be required to sell the security prior to
recovery.

For held-to-maturity debt securities, the amount of
OTTI recorded in OCI for the non-credit portion of a
previous OTTI is amortized prospectively, as an
increase to the carrying amount of the security, over
the remaining life of the security on the basis of the
timing of future estimated cash flows of the securities.
In order not to be required to recognize the non-credit
component of an OTTI in earnings, management is
required to assert that it does not have the intent to sell
the security and that it is more likely than not it will
not have to sell the security before recovery of its cost
basis.

If we intend to sell the security or it is more likely
than not that BNY Mellon will be required to sell the
security prior to recovery, the non-credit component
of OTTI is recognized in earnings and subsequently
accreted to interest income on an effective yield basis
over the life of the security.

The accounting policies for the determination of the
fair value of financial instruments and OTTI have
been identified as “critical accounting estimates” as
they require us to make numerous assumptions based
on available market data. See Note 5 of the Notes to
Consolidated Financial Statements for these
disclosures.

BNY Mellon

Notes to Consolidated Financial Statements (continued)

Loans and leases

Loans are reported net of any unearned discount. Loan
origination and upfront commitment fees, as well as
certain direct loan origination and commitment costs,
are deferred and amortized as a yield adjustment over
the lives of the related loans. Deferred fees and costs
are netted against outstanding loan balances. Loans
held for sale are carried at the lower of cost or market
value.

Unearned revenue on direct financing leases is
accreted over the lives of the leases in decreasing
amounts to provide a constant rate of return on the net
investment in the leases. Revenue on leveraged leases
is recognized on a basis to achieve a constant yield on
the outstanding investment in the lease, net of the
related deferred tax liability, in the years in which the
net investment is positive. Gains and losses on
residual values of leased equipment sold are included
in investment income. Considering the nature of these
leases and the number of significant assumptions,
there is risk associated with the income recognition on
these leases should any of the assumptions change
materially in future periods.

Nonperforming assets

Commercial loans are placed on nonaccrual status
when principal or interest is past due 90 days or more,
or when there is reasonable doubt that interest or
principal will be collected.

When a first lien residential mortgage loan reaches 90
days delinquent, it is subject to an impairment test and
may be placed on nonaccrual status. At 180 days
delinquent, the loan is subject to further impairment
testing. The loan will remain on accrual status if the
realizable value of the collateral exceeds the unpaid
principal balance plus accrued interest. If the loan is
impaired, a charge-off is taken and the loan is placed
on nonaccrual status. At 270 days delinquent, all first
lien mortgages are placed on nonaccrual status.
Second lien mortgages are automatically placed on
nonaccrual status when they reach 90 days delinquent.
When a loan is placed on nonaccrual status,
previously accrued and uncollected interest is reversed
against current period interest revenue. Interest
receipts on nonaccrual and impaired loans are
recognized as interest revenue or are applied to
principal when we believe the ultimate collectability
of principal is in doubt. Nonaccrual loans generally
are restored to an accrual basis when principal and
interest become current.

98 BNY Mellon

A loan is considered to be impaired, as defined by
ASC 310—Accounting by Creditors for Impairment of
a Loan, when it is probable that we will be unable to
collect all principal and interest amounts due
according to the contractual terms of the loan
agreement. An impairment allowance is measured on
loans $1 million or greater and which meet the
definition of an impaired loan per ASC 310.

Impaired loans $1 million or greater are required to be
measured based upon the loan’s market price, the
present value of expected future cash flows,
discounted at the loan’s initial effective interest rate,
or at fair value of the collateral if the loan is collateral
dependent. If the loan valuation is less than the
recorded value of the loan, an impairment allowance
is established by either an allocation of the allowance
for credit losses or by a provision for credit losses.
Impairment allowances are not needed when the
recorded investment in an impaired loan is less than
the loan valuation.

Allowance for loan losses and allowance for lending-
related commitments

The allowance for loans losses, shown as a valuation
allowance to loans, and the allowance for lending-
related commitments are referred to as BNY Mellon’s
allowance for credit exposure. The accounting policy
for the determination of the adequacy of the
allowances has been identified as a “critical
accounting estimate” as it requires us to make
numerous complex and subjective estimates and
assumptions relating to amounts which are inherently
uncertain.

The allowance for loans losses is maintained to absorb
losses inherent in the loan portfolio as of the balance
sheet date based on our judgment. The allowance
determination methodology is designed to provide
procedural discipline in assessing the appropriateness
of the allowance. Credit losses are charged against the
allowance. Recoveries are added to the allowance.

The methodology for determining the allowance for
lending-related commitments considers the same
factors as the allowance for loan losses, as well as an
estimate of the probability of drawdown. In 2011, we
implemented an enhanced methodology for
determining the allowance for credit losses by adding
a qualitative allowance framework. Within this
framework, management applies judgment when
assessing internal risk factors and environmental
factors to compute an additional allowance for each
component of the loan portfolio. This change did not
impact the allowance or provision for credit losses.

Notes to Consolidated Financial Statements (continued)

The three elements of the allowance for loan losses
and the allowance for lending-related commitments
include the qualitative allowance framework. The
three elements are:

an allowance for impaired credits of $1 million
or greater;
an allowance for higher risk-rated credits and
pass-rated credits; and
an allowance for residential mortgage loans.

Our lending is primarily to institutional customers. As
a result, our loans are generally larger than $1 million.
Therefore, the first element, impaired credits, is based
on individual analysis of all impaired loans of
$1 million or greater. The allowance is measured by
the difference between the recorded value of impaired
loans and their impaired value. Impaired value is
either the present value of the expected future cash
flows from the borrower, the market value of the loan,
or the fair value of the collateral.

The qualitative framework is used to determine an
additional allowance for each portfolio based on the
factors below:

Internal risk factors:

Š Non-performing loans to total non-margin loans;
Š Criticized assets to total loans and lending-

related commitments;

Š Ratings volatility;
Š Borrower concentration; and
Š Significant concentration in high-risk industry.

Environmental risk factors:

Š U.S. non-investment grade default rate;
Š Unemployment rate; and
Š Change in real GDP (quarter-over-quarter).

The allocation of the prior period allowance for loan
losses and allowance for lending-related commitments
has been restated to reflect the implementation of the
qualitative allowance framework. The allocation of
allowance for credit losses is inherently judgmental,
and the entire allowance for credit losses is available
to absorb credit losses regardless of the nature of the
loss.

Premises and equipment

Premises and equipment are carried at cost less
accumulated depreciation and amortization.
Depreciation and amortization is computed using the
straight-line method over the estimated useful life of
the owned asset and, for leasehold improvements,
over the lesser of the remaining term of the leased
facility or the estimated economic life of the
improvement. For owned and capitalized assets,
estimated useful lives range from two to 40 years.
Maintenance and repairs are charged to expense as
incurred, while major improvements are capitalized
and amortized to operating expense over their
identified useful lives.

Software

BNY Mellon capitalizes costs relating to acquired
software and internal-use software development
projects that provide new or significantly improved
functionality. We capitalize projects that are expected
to result in longer-term operational benefits, such as
replacement systems or new applications that result in
significantly increased operational efficiencies or
functionality. All other costs incurred in connection
with an internal-use software project are expensed as
incurred. Capitalized software is recorded in other
assets.

BNY Mellon

Notes to Consolidated Financial Statements (continued)

Identified intangible assets and goodwill

Identified intangible assets with estimable lives are
amortized in a pattern consistent with the assets’
identifiable cash flows or using a straight-line method
over their remaining estimated benefit periods if the
pattern of cash flows is not estimable. Intangible
assets with estimable lives are reviewed for possible
impairment when events or changed circumstances
may affect the underlying basis of the asset. Goodwill
and intangibles with indefinite lives are not amortized,
but are assessed annually for impairment, or more
often if events and circumstances indicate it is more
likely than not they may be impaired. The accounting
policy for valuing and impairment testing of identified
intangible assets and goodwill has been identified as a
“critical accounting estimate” as it requires us to make
numerous complex and subjective estimates. See Note
7 of the Notes to Consolidated Financial Statements
for additional disclosures related to goodwill and
intangible assets.

Noncontrolling Interests

Noncontrolling interests included in permanent equity
are adjusted for the income or (loss) attributable to the
noncontrolling interest holders and any distributions
to those shareholders. Redeemable noncontrolling
interests are reported as temporary equity. In
accordance with ASC 480, Distinguishing Liabilities
from Equity, BNY Mellon recognizes changes in the
redemption value of the redeemable noncontrolling
interests as they occur and adjusts the carrying value
to be equal to the redemption value.

Fee revenue

We record investment services fees, investment
management fees, foreign exchange and other trading
revenue, financing-related fees, distribution and
servicing, and other revenue when the services are
provided and earned based on contractual terms, when
amounts are determined and collectibility is
reasonably assured.

Additionally, we recognize revenue from
non-refundable, up-front implementation fees under
outsourcing contracts using a straight-line method,
commencing in the period the ongoing services are
performed through the expected term of the
contractual relationship. Incremental direct set-up
costs of implementation, up to the related
implementation fee or minimum fee revenue amount,
are deferred and amortized over the same period that
the related implementation fees are recognized. If a
client terminates an outsourcing contract prematurely,

100 BNY Mellon

the unamortized deferred incremental direct set-up
costs and the unamortized deferred up-front
implementation fees related to that contract are
recognized in the period the contract is terminated.

Performance fees are recognized in the period in
which the performance fees are earned and become
determinable. Performance fees are generally
calculated as a percentage of the applicable portfolio’s
performance in excess of a benchmark index or a peer
group’s performance. When a portfolio underperforms
its benchmark or fails to generate positive
performance, subsequent years’ performance must
generally exceed this shortfall prior to fees being
earned. Amounts billable in subsequent years and
which are subject to a clawback if performance
thresholds in those years are not met are not
recognized since the fees are potentially uncollectible.
These fees are recognized when it is determined that
they will be collected. When a multi-year performance
contract provides that fees earned are billed ratably
over the performance period, only the portion of the
fees earned that are non-refundable are recognized.

Net interest revenue

Revenue on interest-earning assets and expense on
interest-bearing liabilities is recognized based on the
effective yield of the related financial instrument.

Foreign currency translation

Assets and liabilities denominated in foreign
currencies are translated to U.S. dollars at the rate of
exchange on the balance sheet date. Transaction gains
and losses are included in the income statement.
Translation gains and losses on investments in foreign
entities with functional currencies that are not the U.S.
dollar are recorded as foreign currency translation
adjustments in other comprehensive results. Revenue
and expense transactions are translated at the
applicable daily rate or the weighted average monthly
exchange rate when applying the daily rate is not
practical.

Pension

The measurement date for BNY Mellon’s pension
plans is Dec. 31. Plan assets are determined based on
fair value generally representing observable market
prices. The projected benefit obligation is determined
based on the present value of projected benefit
distributions at an assumed discount rate. The
discount rate utilized is based on the yield of high-
quality corporate bonds available in the marketplace.

Notes to Consolidated Financial Statements (continued)

The net periodic pension expense or credit includes
service costs, interest costs based on an assumed
discount rate, an expected return on plan assets based
on an actuarially derived market-related value and
amortization of prior years’ actuarial gains and losses.

Actuarial gains and losses include the impact of plan
amendments, gains or losses related to changes in the
amount of the projected benefit obligation or plan
assets resulting from experience different from the
assumed rate of return, changes in the discount rate or
other assumptions. To the extent an actuarial gain or
loss exceeds 10 percent of the greater of the projected
benefit obligation or the market-related value of plan
assets, the excess is recognized over the future service
periods of active employees.

Our expected long-term rate of return on plan assets is
based on anticipated returns for each asset class.
Anticipated returns are weighted for the expected
allocation for each asset class and are based on
forecasts for prospective returns in the equity and
fixed income markets, which should track the long-
term historical returns for these markets. We also
consider the growth outlook for U.S. and global
economies, as well as current and prospective interest
rates.

The market-related value utilized to determine the
expected return on plan assets is based on the fair
value of plan assets adjusted for the difference
between expected returns and actual performance of
plan assets. The difference between actual experience
and expected returns on plan assets is included as an
adjustment in the market-related value over a five-
year period.

BNY Mellon’s accounting policy regarding pensions
has been identified as a “critical accounting estimate”
as it is regarded to be critical to the presentation of our
financial statements since it requires management to
make numerous complex and subjective assumptions
relating to amounts which are inherently uncertain.
See Note 19 of the Notes to Consolidated Financial
Statements for additional disclosures related to
pensions.

Severance

BNY Mellon provides separation benefits for U.S.-
based employees through The Bank of New York
Mellon Corporation Supplemental Unemployment
Benefit Plan. These benefits are provided to eligible
employees separated from their jobs for business
reasons not related to individual performance. Basic

separation benefits are generally based on the
employee’s years of continuous benefited service.
Severance for employees based outside of the U.S. is
determined in accordance with local agreements and
legal requirements. Separation expense is recorded
when management commits to an action that will
result in separation and the amount of the liability can
be reasonably estimated.

Income taxes

We record current tax liabilities or assets through
charges or credits to the current tax provision for the
estimated taxes payable or refundable for the current
year. Deferred tax assets and liabilities are recorded
for future tax consequences attributable to differences
between the financial statement carrying amounts of
assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are
expected to be recovered or settled. A deferred tax
valuation allowance is established if it is more likely
than not that all or a portion of the deferred tax assets
will not be realized. A tax position that fails to meet a
more-likely-than-not recognition threshold will result
in either reduction of current or deferred tax assets,
and/or recording of current or deferred tax liabilities.
Interest and penalties related to income taxes are
recorded as income tax expense.

Derivative financial instruments

Derivative contracts, such as futures contracts,
forwards, interest rate swaps, foreign currency swaps
and options and similar products used in trading
activities are recorded at fair value. Gains and losses
are included in foreign exchange and other trading
revenue in fee and other revenue. Unrealized gains are
recognized as trading assets and unrealized losses are
recognized as trading liabilities, after taking into
consideration master netting agreements.

We enter into various derivative financial instruments
for non-trading purposes primarily as part of our asset/
liability management (“ALM”) process. These
derivatives are designated as fair value and cash flow
hedges of certain assets and liabilities when we enter
into the derivative contracts. Gains and losses
associated with fair value hedges are recorded in
income as well as any change in the value of the
related hedged item associated with the designated
risks being hedged. Gains and losses on cash flow
hedges are recorded in other comprehensive income,
until reclassified into earnings to meet the risks being

BNY Mellon

101

Notes to Consolidated Financial Statements (continued)

hedged. Foreign currency transaction gains and losses
related to a hedged net investment in a foreign
operation, net of their tax effect, are recorded with
cumulative foreign currency translation adjustments
within other comprehensive income.

We formally document all relationships between
hedging instruments and hedged items, as well as our
risk-management objectives and strategy for
undertaking various hedge transactions.

We formally assess, both at the hedge’s inception and
on an ongoing basis, whether the derivatives that are
used in hedging transactions are highly effective and
whether those derivatives are expected to remain
highly effective in future periods. We evaluate
ineffectiveness in terms of amounts that could impact
a hedge’s ability to qualify for hedge accounting and
the risk that the hedge could result in more than a de
minimis amount of ineffectiveness. At inception, the
potential causes of ineffectiveness related to each of
our hedges is assessed to determine if we can expect
the hedge to be highly effective over the life of the
transaction and to determine the method for
evaluating effectiveness on an ongoing basis.

Recognizing that changes in the value of derivatives
used for hedging or the value of hedged items could
result in significant ineffectiveness, we have processes
in place that are designed to identify and evaluate
such changes when they occur. Quarterly, we perform
a quantitative effectiveness assessment and record any
ineffectiveness in current earnings.

We discontinue hedge accounting prospectively when
we determine that a derivative is no longer an
effective hedge, the derivative expires, is sold, or
management discontinues the derivative’s hedge
designation. Subsequent gains and losses on these
derivatives are included in foreign exchange and other
trading revenue. For discontinued fair value hedges,
the accumulated gain or loss on the hedged item is
amortized on a yield basis over the remaining life of
the hedged item. Accumulated gains and losses, net of
tax effect, from discontinued cash flow hedges are
reclassified from other comprehensive income and
recognized in current earnings in other revenue upon
receipt of the hedged cash flow.

The accounting policy for the determination of the fair
value of derivative financial instruments has been
identified as a “critical accounting estimate” as it
requires us to make numerous assumptions based on
the available market data. See Note 25 of the Notes to

102 BNY Mellon

Consolidated Financial Statements for additional
disclosures related to derivative financial instruments
disclosures.

Statement of cash flows

We have defined cash as cash and due from banks.
Cash flows from hedging activities are classified in
the same category as the items hedged.

Stock options

Compensation expense is recognized in the income
statement, on a straight-line basis, over the applicable
vesting period, for all share-based payments.

Certain of our stock compensation grants vest when
the employee retires. ASC 718 requires the
completion of expensing of new grants with this
feature by the first date the employee is eligible to
retire. For grants prior to Jan. 1, 2006, we will
continue to expense them over their stated vesting
period.

Note 2—Accounting changes and new
accounting guidance

ASU 2011-02—A Creditor’s Determination of
Whether a Restructuring is a Troubled Debt
Restructuring

In April 2011, the FASB issued ASU 2011-02, “A
Creditor’s Determination of Whether a Restructuring
is a Troubled Debt Restructuring.” This ASU
provided clarifying guidance for creditors when
determining whether they granted concessions and
whether the debtor is experiencing financial difficulty.
For purposes of identifying and disclosing troubled
debt restructurings (“TDRs”), this ASU was effective
for interim and annual periods beginning after
June 15, 2011 and was applied retrospectively to
TDRs occurring on or after Jan. 1, 2011. Furthermore,
this ASU specified that the absence of a market rate
for a loan with risks similar to the restructured loan is
an indicator of a TDR, but not a determinative factor,
and that the assessment should consider all aspects of
the restructuring. For purposes of measuring
impairment of a receivable restructured in a TDR, the
guidance in this ASU was applied prospectively for
interim and annual periods beginning after June 15,
2011. This ASU also required an entity to disclose the
information required by ASU 2010-20. See Note 6 of
the Notes to Consolidated Financial Statements for
these disclosures.

Notes to Consolidated Financial Statements (continued)

ASU 2010-6—Improving Disclosures About Fair
Value Measurements

In January 2010, the FASB issued ASU 2010-6,
“Improving Disclosures about Fair Value
Measurements.” This amended ASC 820 to clarify
existing requirements regarding disclosures of inputs
and valuation techniques and levels of disaggregation.
Effective March 31, 2011, this ASU required new
disclosures about Level 3 purchases, sales, issuances
and settlements in the roll-forward activity for fair
value measurements. This ASU is required in interim
and annual financial statements. See Note 22 of the
Notes to Consolidated Financial Statements for these
disclosures.

ASU 2010-29—Disclosure of Supplementary Pro
Forma Information for Business Combinations

In December 2010, the FASB issued ASU 2010-29,
“Disclosure of Supplementary Pro Forma Information
for Business Combinations.” This ASU specified that
if a public entity presents comparative financial
statements, the entity would disclose revenue and
earnings of the combined entity as though the business
combination(s) that occurred during the current year
had occurred as of the beginning of the comparable
prior annual reporting period only. This ASU also
expanded the supplemental pro forma disclosures
under Topic 805 to include a description of the nature
and amount of material, nonrecurring pro forma
adjustments directly attributable to the business
combination. The ASU was effective prospectively
for business combinations consummated on or after
Jan. 1, 2011.

Adopted in 2010

ASU 2009-17—Improvements to Financial Reporting
by Enterprises Involved with Variable Interest Entities

In December 2009, the FASB issued ASU 2009-17
“Improvements to Financial Reporting by Entities
Involved with Variable Interest Entities.” This ASU
amended ASC 810 to require ongoing assessments to
determine whether an entity is a VIE and whether an
enterprise is the primary beneficiary of a VIE. This
ASU also amended the guidance for determining
which enterprise, if any, is the primary beneficiary of
a VIE by requiring the enterprise to initially perform a
qualitative analysis to determine if the enterprise’s
variable interest or interests give it a controlling
financial interest. Consolidation is based on a
company’s ability to direct the activities of the entity
that most significantly impact the entity’s economic

performance. If a company has control and the right to
receive benefits or the obligation to absorb losses
which could potentially be significant to the VIE, then
consolidation is required. This ASU was effective Jan.
1, 2010, and primarily impacted our Investment
Management businesses.

This ASU does not change the economic risk related
to these businesses and therefore, BNY Mellon’s
computation of economic capital required by our
businesses did not change.

This statement also required additional disclosures
about an enterprise’s involvement in a VIE, including
the requirement for sponsors of a VIE to disclose
information even if they do not hold a significant
variable interest in the VIE.

In February 2010, the FASB issued ASU 2010-10,
“Amendments for Certain Investment Funds” which
deferred the requirements of ASU 2009-17 for asset
managers’ interests in entities that apply the
specialized accounting guidance for investment
companies or that have the attributes of investment
companies and asset managers’ interests in money
market funds. This amendment was effective Jan. 1,
2010.

Note 3—Acquisitions and dispositions

We sometimes structure our acquisitions with both an
initial payment and later contingent payments tied to
post-closing revenue or income growth. For
acquisitions completed prior to Jan. 1, 2009, we
record the fair value of contingent payments as an
additional cost of the entity acquired in the period that
the payment becomes probable. For acquisitions
completed after Jan. 1, 2009, subsequent changes in
the fair value of a contingent consideration liability
will be recorded through the income statement.
Contingent payments totaled $17 million in 2011.

At Dec. 31, 2011, we were potentially obligated to
pay additional consideration which, using reasonable
assumptions for the performance of the acquired
companies and joint ventures based on contractual
agreements, could range from $3 million to $35
million over the next 3 years.

Acquisitions in 2011

On July 1, 2011, BNY Mellon acquired the wealth
management operations of Chicago-based Talon Asset
Management (“Talon”) for cash of $11 million. We
are obligated to pay, upon occurrence of certain

BNY Mellon

103

Notes to Consolidated Financial Statements (continued)

On Aug. 2, 2010, we acquired BAS for cash of $370
million. This transaction included the purchase of
Frankfurter Service Kapitalanlage—Gesellschaft mbH
(“FSKAG”), a wholly-owned fund administration
affiliate. The combined business offers a full range of
tailored solutions for investment companies, financial
institutions and institutional investors in Germany.
Assets acquired totaled approximately $3.6 billion and
primarily consisted of securities of approximately
$2.6 billion. Liabilities assumed totaled approximately
$3.4 billion and included deposits of $2.3 billion.
Goodwill related to this acquisition of $272 million is
tax deductible. Customer contract intangible assets
related to this acquisition totaled $40 million with a
life of ten years.

On Sept. 1, 2010, we acquired I(3) Advisors of
Toronto, an independent wealth advisory company,
for cash of $21.1 million. Goodwill related to this
acquisition totaled $8 million and is non-tax
deductible. Customer relationship intangible assets
related to this acquisition totaled $10 million with a
life of 33 years.

Divestitures in 2010

On Jan. 15, 2010, BNY Mellon sold MUNB, our
national bank subsidiary located in Florida. The
results for MUNB were classified as discontinued
operations. See Note 4 for additional information on
the MUNB transaction.

Acquisitions in 2009

In November 2009, we acquired Insight Investment
Management Limited (“Insight”) for $377 million of
cash and stock. Goodwill related to this acquisition is
non-tax deductible and totaled $202 million.
Intangible assets (primarily customer contracts)
related to the transaction, with a life up to 11 years,
totaled $111 million.

events, contingent additional consideration of $5
million, which was recorded as goodwill at the
acquisition date. Talon manages assets of wealthy
families and institutions. Goodwill related to this
acquisition, including the contingent additional
consideration, is included in our Investment
Management business and totaled $10 million and is
deductible for tax purposes. Customer relationship
intangible assets related to this acquisition are
included in our Investment Management business,
with a life of 20 years, and totaled $6 million. The
impact of this acquisition was not material to earnings
per share in 2011.

On Nov. 30, 2011, BNY Mellon acquired Penson
Financial Services Australia Pty Ltd (“Penson”), a
clearing firm located in Australia, in a $33 million
share purchase transaction. Goodwill related to this
acquisition is included in our Investment Services
business and totaled $10 million and is non-tax
deductible. Customer relationship intangible assets
related to this acquisition are included in our
Investment Services business, with a life of nine
years, and totaled $6 million. The impact of this
acquisition was not material to earnings per share in
2011.

Dispositions in 2011

On Dec. 31, 2011, BNY Mellon sold the Shareowner
Services business. The sales price of $550 million
resulted in a pre-tax gain of $98 million. We recorded
an immaterial after-tax gain primarily due to the
write-off of non-tax deductible goodwill associated
with the business. Excluding the gain on the sale, the
Shareowner Services business contributed $273
million of revenue and $21 million of pre-tax income
in 2011.

Acquisitions in 2010

On July 1, 2010, we acquired GIS for cash of $2.3
billion. GIS provides a comprehensive suite of
products which includes subaccounting, fund
accounting/administration, custody, managed account
services and alternative investment services. Assets
acquired totaled approximately $590 million.
Liabilities assumed totaled approximately $250
million. Goodwill related to this acquisition totaled
$1,505 million, of which $1,256 million is tax
deductible and $249 million is non-tax deductible.
Customer contract intangible assets related to this
acquisition totaled $477 million with lives ranging
from ten years to 20 years.

104 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Note 4—Discontinued operations

Note 5—Securities

On Jan. 15, 2010, BNY Mellon sold MUNB, our
former national bank subsidiary located in Florida.
We applied discontinued operations accounting to this
business. Summarized financial information for
discontinued operations is as follows:

Discontinued operations
(in millions)

Fee and other revenue
Net interest revenue
Provision for loan losses

Net interest revenue after

provision for loan losses

Noninterest expense:

Staff
Professional, legal and other

purchased services

Net occupancy
Other
Goodwill impairment

Total noninterest expense

Income (loss) from operations
Loss on assets held for sale
Loss on sale of MUNB
Provision (benefit) for income taxes

Net income (loss) from

discontinued operations

2011

2010

2009

$-
-
-

-
9
-

4
1
3
-

(3)
(106)
(1)
(44)

7
59
191

(132)

4
5
16
50

112

(237)
(184)
-
(151)

-
-
-
-

$ (66)

$(270)

Discontinued operations assets and liabilities

(in millions)

Loans, net of allowance for loan losses
Deferred taxes
Other assets

Assets of discontinued operations

Liabilities of discontinued operations

Dec. 31,

2011

$-
-
-

2010

$183
90
5

$278

Certain loans were not sold as part of the MUNB
transaction and are held-for-sale. Effective Jan. 1,
2011, we reclassified the remaining assets of
discontinued operations of $278 million to continuing
operations. Loans of $114 million at Dec. 31, 2011,
are included in other assets on the balance sheet.
These loans are recorded at the lower of cost or
market. In 2011, we recorded income of $100 million
primarily related to paydowns and valuation changes
on loans held-for-sale.

Information for 2010 and 2009 included in these
Financial Statements and Notes reflects continuing
operations, unless otherwise noted.

The following tables present the amortized cost, the
gross unrealized gains and losses and the fair value of
securities at Dec. 31, 2011 and 2010.

Securities at
Dec. 31, 2011

(in millions)

Amortized
cost

Gross
unrealized

Gains Losses

Fair
value

Available-for-sale:
U.S. Treasury
U.S. Government agencies
State and political
subdivisions
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
Other RMBS
Commercial MBS
Asset-backed CLOs
Other asset-backed

securities

Foreign covered bonds
Other debt securities
Equity securities
Money market funds
Alt-A RMBS (b)
Prime RMBS (b)
Subprime RMBS (b)

Total securities

$16,814 $ 514 $

932

2 $17,326
958
-

2,724
26,232
306
916
606
1,133
3,327
1,480

527
2,410
16,016
26
973
1,790
1,090
122

62
575
9
1
2
-
89
1

8
18
339
4
-
157
106
6

47
11
42
102
190
230
77
37

3
3
38
-
-
68
21
3

2,739
26,796
273
815
418
903
3,339
1,444

532
2,425
16,317(a)
30
973
1,879
1,175
125

available-for-sale

77,424

1,917

874

78,467

Held-to-maturity:
U.S. Treasury
State and political
subdivisions
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
Other RMBS
Commercial MBS
Other securities

Total securities

held-to-maturity

Total securities

813

100
658
153
121
28
1,617
28
3

3
39
4
-
-
47
-
-

-
-
19
10
3
93
2
-

866

103
697
138
111
25
1,571
26
3

3,521

146

127

3,540

$80,945 $2,063 $1,001 $82,007

(a)

Includes $13.1 billion, at fair value, of government-
sponsored and guaranteed entities, and sovereign debt.
(b) Previously included in the Grantor Trust. The Grantor Trust

was dissolved in 2011.

BNY Mellon

105

Notes to Consolidated Financial Statements (continued)

Net securities gains (losses)
(in millions)

Realized gross gains
Realized gross losses
Recognized gross impairments

Total net securities gains (losses)

2011

$183
(56)
(79)

$ 48

2010

$ 48
(5)
(16)

$ 27

2009

130
(1,648)
(3,851)

$(5,369)

Temporarily impaired securities

At Dec. 31, 2011, substantially all of the unrealized
losses on the investment securities portfolio were
attributable to credit spreads widening since purchase,
and interest rate movements. We do not intend to sell
these securities and it is not more likely than not that
we will have to sell.

Securities at
Dec. 31, 2010
(in millions)

Amortized
cost

Gross
unrealized
Gains Losses

Fair
value

securities

Foreign covered bonds
Other debt securities
Equity securities
Money market funds
Alt-A RMBS (b)
Prime RMBS (b)
Subprime RMBS (b)

Total securities

$12,650 $
1,007

97 $ 138 $12,609
1,005
4
2

559
19,383
475
1,305
696
1,665
2,650
263

532
2,884
11,800
36
2,538
2,164
1,626
128

4
387
34
8
-
1
89
-

9
-
148
11
-
364
205
30

55
43
39
86
188
335
100
14

2
16
57
-
-
15
6
-

508
19,727
470
1,227
508
1,331
2,639
249

539
2,868
11,891 (a)
47
2,538
2,513
1,825
158

available-for-sale

62,361

1,389

1,098

62,652

Held-to-maturity:
State and political
subdivisions
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
Other RMBS
Commercial MBS
Other securities

Total securities

held-to-maturity

Total securities

119
397
215
149
28
2,709
34
4

2
33
5
2
-
69
-
-

-
-
19
5
3
81
1
-

121
430
201
146
25
2,697
33
4

3,655

111

109

3,657

$66,016 $1,500 $1,207 $66,309

(a)

Includes $11.0 billion, at fair value, of government-
sponsored and guaranteed entities, and sovereign debt.

(b) Previously included in the Grantor Trust.

106 BNY Mellon

Notes to Consolidated Financial Statements (continued)

The following tables show the aggregate related fair value of investments with a continuous unrealized loss
position for less than 12 months and those that have been in a continuous unrealized loss position for 12 months or
more.

Temporarily impaired securities at Dec. 31, 2011

Less than 12 months

12 months or more

Total

(in millions)
Available-for-sale:
U.S. Treasury
State and political subdivisions
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
Other RMBS
Commercial MBS
Asset-backed CLOs
Other asset-backed securities
Foreign covered bonds
Other debt securities
Alt-A RMBS (a)
Prime RMBS (a)
Subprime RMBS (a)

Total securities available-for-sale

Held-to-maturity:
Alt-A RMBS
Prime RMBS
Subprime RMBS
Other RMBS
Commercial MBS

Total securities held-to-maturity
Total temporarily impaired securities

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

118
483
3,844
132
324
-
5
340
1,143
60
368
2,867
595
437
50
$10,766

69
-
-
107
-
176
$
$10,942

2
2
10
16
25
-
4
2
26
1
1
12
53
21
3
$178

3
-
-
2
-
5
$
$183

-
157
140
69
447
400
895
495
211
18
406
54
29
-
-
$3,321

42
56
25
573
26
$ 722
$4,043

-
45
1
26
77
190
226
75
11
2
2
26
15
-
-
$696

$ 16
10
3
91
2
$122
$818

118
640
3,984
201
771
400
900
835
1,354
78
774
2,921
624
437
50
$14,087

111
56
25
680
26
898
$
$14,985

2
47
11
42
102
190
230
77
37
3
3
38
68
21
3
$ 874

19
10
3
93
2
$ 127
$1,001

(a) Previously included in the Grantor Trust. The Grantor Trust was dissolved in 2011.

Temporarily impaired securities at Dec. 31, 2010

Less than 12 months

12 months or more

Total

(in millions)
Available-for-sale:
U.S. Treasury
U.S. Government agencies
State and political subdivisions
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
Other RMBS
Commercial MBS
Asset-backed CLOs
Other asset-backed securities
Foreign covered bonds
Other debt securities
Alt-A RMBS (a)
Prime RMBS (a)

Total securities available-for-sale

Held-to-maturity:
Alt-A RMBS
Prime RMBS
Subprime RMBS
Other RMBS
Commercial MBS

Total securities held-to-maturity
Total temporarily impaired securities

(a) Previously included in the Grantor Trust.

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

$ 6,519
489
210
5,079
55
315
3
49
28
-
1
2,553
1,068
196
139
$16,704

18
-
-
315
-
$
333
$17,037

$138
4
39
42
3
13
-
17
1
-
-
16
37
15
6
$331

-
-
-
5
-
$
5
$336

-
-
122
206
104
739
484
1,275
536
249
32
-
61
-
-
$3,808

$ 108
73
25
614
33
$ 853
$4,661

-
-
16
1
36
73
188
318
99
14
2
-
20
-
-
$767

$ 19
5
3
76
1
$104
$871

$ 6,519
489
332
5,285
159
1,054
487
1,324
564
249
33
2,553
1,129
196
139
$20,512

126
73
25
929
33
$ 1,186
$21,698

$ 138
4
55
43
39
86
188
335
100
14
2
16
57
15
6
$1,098

19
5
3
81
1
$ 109
$1,207

BNY Mellon

107

Notes to Consolidated Financial Statements (continued)

The following table shows the maturity distribution by carrying amount and yield (on a tax equivalent basis) of
our investment securities portfolio at Dec. 31, 2011.

Investment securities portfolio

(dollars in millions)

Securities available-for-sale:
One year or less
Over 1 through 5 years
Over 5 through 10 years
Over 10 years
Mortgage-backed securities
Asset-backed securities
Equity securities (b)

State and
political
subdivisions
Amount Yield (a) Amount Yield (a) Amount Yield (a) Amount Yield (a) Amount Yield (a)

Other bonds,
notes and
debentures

U.S
Government
agency

U.S.
Treasury

Mortgage/
asset-backed and
equity
securities

Total

-% $

$ 1,165
11,618
2,313
2,230
-
-
-

0.96% $
1.03
2.83
3.11
-
-
-

-
958
-
-
-
-
-

1.63
-
-
-
-
-

60
1,155
1,063
461
-
-
-

1.44% $ 5,005
11,547
1.93
3.87
731
1,459
4.80
-
-
-
-
-
-

1.47% $
1.40
2.82
3.66
-
-
-

-
-
-
-
35,723
1,976
1,003

-% $ 6,230
25,278
-
4,107
-
4,150
-
35,723
4.45
1,976
1.91
1,003
0.01

Total

$17,326

1.53% $958

1.63% $2,739

3.16% $18,742

1.65% $38,702

4.20% $78,467

Securities held-to-maturity:
One year or less
Over 1 through 5 years
Over 5 through 10 years
Over 10 years
Mortgage-backed securities

Total

-
413
400
-
-

813

-% $

1.71
2.62
-
-

2.17% $

-
-
-
-
-

(a) Yields are based upon the amortized cost of securities.
(b)

Includes money market funds.

Other-than-temporary impairment

We routinely conduct periodic reviews of all
securities using economic models to identify and
evaluate each investment security to determine
whether OTTI has occurred. Various inputs to the
economic models are used to determine if an
unrealized loss on securities is other-than-temporary.
For example, the most significant inputs related to
non-agency RMBS are:

Š Default rate—the number of mortgage loans

expected to go into default over the life of the
transaction, which is driven by the roll rate of
loans in each performance bucket that will
ultimately migrate to default; and

Š Severity—the loss expected to be realized when

a loan defaults.

To determine if an unrealized loss is other-than-
temporary, we project total estimated defaults of the
underlying assets (mortgages) and multiply that
calculated amount by an estimate of realizable value
upon sale of these assets in the marketplace (severity)

-% $
-
-
-
-

-
1
32
67
-

-% $

6.87
6.66
6.58
-

-% $ 100

6.60% $

3
-
-
-
-

-% $
-
-
-
-

-
-
-
-
2,605

-% $
-
-
-
2.68

3
414
432
67
2,605

-% $ 2,605

2.68% $ 3,521

in order to determine the projected collateral loss. We
also evaluate the current credit enhancement
underlying the bond to determine the impact on cash
flows. If we determine that a given security will be
subject to a write-down or loss, we record the
expected credit loss as a charge to earnings.

In addition, we have estimated the expected loss by
taking into account observed performance of the
underlying securities, industry studies, market
forecasts, as well as our view of the economic outlook
affecting collateral.

The table below shows the projected weighted-
average default rates and loss severities for the 2007,
2006 and late 2005 non-agency RMBS at Dec. 31,
2011 and 2010.

Projected weighted-average default rates and severities
Dec. 31, 2011

Dec. 31, 2010

Default Rate Severity Default Rate Severity

Alt-A
Subprime
Prime

44%
63%
25%

57%
73%
43%

42%
68%
20%

49%
65%
42%

108 BNY Mellon

Notes to Consolidated Financial Statements (continued)

The following table provides pre-tax net securities
gains (losses) by type.

Note 6—Loans and asset quality

Net securities gains (losses)
(in millions)

U.S. Treasury
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
European floating rate notes
Sovereign debt
Home equity lines of credit
Commercial MBS
Grantor Trust
Credit cards
ABS CDOs
Other

Total net securities gains (losses)

2011

2010

$ 77
8
(36)
(1)
(21)
(39)
36
-
-
-
-
-
24

$ 48

$ 15
15
(13)
-
(4)
(3)
-
-
-
-
-
-
17

$ 27

2009

-
-
(3,113)
(1,008)
(322)
(269)
-
(205)
(89)
(39)
(26)
(23)
(275)

$(5,369)

The following table reflects investment securities
credit losses recorded in earnings. The beginning
balance represents the credit loss component for which
OTTI occurred on debt securities in prior periods. The
additions represent the first time a debt security was
credit impaired or when subsequent credit impairments
have occurred. The deductions represent credit losses
on securities that have been sold, are required to be
sold or it is our intention to sell.

Debt securities credit loss roll forward
(in millions)

Beginning balance as of Jan. 1
Add: Initial OTTI credit losses

Subsequent OTTI credit losses
Less: Realized losses for securities sold /

consolidated

Ending balance as of Dec. 31

2011

$182
61
18

2010

$244
10
6

$253

$182

At Dec. 31, 2011, assets amounting to $77.0 billion
were pledged primarily for potential borrowing at the
Federal Reserve Discount Window. The significant
components of pledged assets were as follows: $68.2
billion of securities, $4.9 billion of interest-bearing
deposits with banks and $3.9 billion of loans. Also
included in these pledged assets was securities
available-for-sale of $1.6 billion which were pledged
as collateral for actual borrowings. The lenders in
these borrowings have the right to repledge or sell
these securities. We obtain securities under resale,
securities borrowed and custody agreements on terms
which permit us to repledge or resell the securities to
others. As of Dec. 31, 2011, the market value of the
securities received that can be sold or repledged was
$14.0 billion. We routinely repledge or lend these
securities to third parties. As of Dec. 31, 2011, the
market value of collateral repledged and sold was $2.5
billion.

Loans

The table below provides the details of our loan
distribution and industry concentrations of credit risk
at Dec. 31, 2011 and 2010:

Loans
(in millions)

Domestic:

Financial institutions
Commercial
Wealth management loans and

mortgages

Commercial real estate
Lease financings (b)
Other residential mortgages
Overdrafts
Other
Margin loans

Total domestic

Foreign:

Financial institutions
Commercial
Lease financings (b)
Other (primarily overdrafts)

Total foreign

Total loans

Dec. 31,

2011

2010 (a)

$ 4,606
752

$ 4,630
1,250

7,342
1,449
1,558
1,923
2,958
623
12,760

33,971

6,538
528
1,051
1,891

10,008

6,506
1,592
1,605
2,079
4,524
771
6,810

29,767

4,626
345
1,545
1,525

8,041

$43,979

$37,808

(a) Presented on a continuing operations basis.
(b) Net of unearned income on domestic and foreign lease

financings of $1,343 million at Dec. 31, 2011 and $2,036
million at Dec. 31, 2010.

In the ordinary course of business, we and our
banking subsidiaries have made loans at prevailing
interest rates and terms to our directors and executive
officers and to entities in which certain of our
directors have an ownership interest or direct or
indirect subsidiaries of such entities. The aggregate
amount of these loans was $3 million at both Dec. 31,
2011 and Dec. 31, 2010, and $4 million at Dec. 31,
2009. These loans are primarily extensions of credit
under revolving lines of credit established for such
entities.

Our loan portfolio is comprised of three portfolio
segments: commercial, lease financing and mortgages.
We manage our portfolio at the class level which is
comprised of six classes of financing receivables:
commercial, commercial real estate, financial
institutions, lease financings, wealth management
loans and mortgages, and other residential mortgages.
The following tables are presented for each class of
financing receivable, and provide additional
information about our credit risks and the adequacy of
our allowance for credit losses.

BNY Mellon

109

Notes to Consolidated Financial Statements (continued)

Allowance for credit losses

Transactions in the allowance for credit losses are summarized as follows:

Allowance for credit losses activity for the year ended Dec. 31, 2011

Commercial

Commercial
real estate

Financial
institutions

Lease
financing

Wealth
management
loans and
mortgages

Other
residential
mortgages

All

Other (a) Foreign (b)

Total

(in millions)

Beginning balance
Charge-offs
Recoveries

Net (charge-offs)
recoveries

Provision

Ending balance

Allowance for:
Loans losses
Unfunded commitments
Individually evaluated for

impairment:
Loan balance
Allowance for loan losses

Collectively evaluated for

impairment:
Loan balance
Allowance for loan losses

(in millions)

Beginning balance
Charge-offs
Recoveries

Net charge-offs

Provision

Ending balance

Allowance for:
Loans losses
Unfunded commitments
Individually evaluated for

impairment:
Loan balance
Allowance for loan losses

Collectively evaluated for

impairment:
Loan balance
Allowance for loan losses

$ 93
(6)
3

(3)
1

$ 91

$ 33
58

$ 26
9

40
(4)
-

(4)
(2)

24
10

38
7

11
(8)
2

(6)
58

41
22

24
7

90
-
-

-
(24)

66
-

-
-

41
(1)
-

(1)
(11)

23
6

30
5

$ 235 $
(56)
3

(53)
(26)

$ 156 $

- $
-

1
-
-

-
(1)

-
-

60
(8)
-

(8)
6

51
7

10
4

571
(83)
8

(75)
1

497

394
103

128
32

$726
24

$1,411
17

$4,582
34

$1,558
66

$7,312
18

$1,923 $16,341 (a)

156

$9,998 (b) $43,851
362

(a)
(b)

Includes $2,958 million of domestic overdrafts, $12,760 million of margin loans and $623 million of other loans at Dec. 31, 2011.
Includes $1,891 million of other foreign loans (primarily overdrafts) at Dec. 31, 2011.

Allowance for credit losses activity for the year ended Dec. 31, 2010

Commercial

Commercial
real estate

Financial
institutions

Lease
financing

Wealth
management
loans and
mortgages

Other
residential
mortgages

All

Other (a) Foreign (b)

Total

$ 155
(5)
15

10
(72)

51
42

32
10

45
(8)
1

(7)
2

28
12

44
9

76
(25)
2

(23)
(42)

1
10

4
-

80
-
-

-
10

90
-

-
-

58
(4)
-

(4)
(13)

38
3

53
5

$ 164 $
(46)
2

(44)
115

$ 235 $

- $
-

-
-
-

-
1

1
-

-
-

50
-
-

-
10

54
6

7
2

628
(88)
20

(68)
11

571

498
73

140
26

$1,218
41

$1,548
19

$4,626
1

$1,605
90

$6,453
33

$2,079 $12,105 (a)

235

$8,034 (b) $37,668
472

(a)
(b)

Includes $4,524 million of domestic overdrafts, $6,810 million of margin loans and $771 million of other loans at Dec. 31, 2010.
Includes $1,525 million of other foreign loans (primarily overdrafts) at Dec. 31, 2010.

110 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Allowance for credit losses activity for the year ended Dec. 31, 2009

Commercial

Commercial
real estate

Financial
institutions

Lease
financing

Wealth
management
loans and
mortgages

Other
residential
mortgages

All

Other (a) Foreign (b)

$ 180
(90)
-

(90)
66

(1)

$ 155

94
61

63
10

59
(31)
-

(31)
34

(17)

31
14

58
13

57
(34)
-

(34)
53

42
34

$ 171
25

90
-
1

1
(11)

80
-

-
-

32
(1)
1

-
26

56
2

53
3

88
(60)
-

(60)
137

(1)

$ 164

$ 164
-

-
-

2
-
-

-
(2)

-
-

21
-
-

-
29

36
14

-
-

Total

529
(216)
2

(214)
332

(19)

628

503
125

345
51

(in millions)

Beginning balance
Charge-offs
Recoveries

Net charge-offs

Provision
Transferred to discontinued

operations

Ending balance

Allowance for:
Loans losses
Unfunded commitments
Individually evaluated for

impairment:
Loan balance
Allowance for loan losses

Collectively evaluated for

impairment:
Loan balance
Allowance for loan losses

$2,261
84

$1,986
18

$5,338
17

$1,703
80

$6,109
53

$2,179
164

$9,010 (a)
-

$7,758 (b) $36,344
452

(a)
(b)

Includes $3,946 million of domestic overdrafts, $4,657 million of margin loans and $407 million of other loans at Dec. 31, 2009.
Includes $2,109 million of other foreign loans (primarily overdrafts) at Dec. 31, 2009.

Nonperforming assets

The table below sets forth information about our
nonperforming assets.

At Dec. 31, 2011, undrawn commitments to borrowers
whose loans were classified as nonaccrual or reduced
rate were not material.

Nonperforming assets
(in millions)

Nonperforming loans:
Domestic:

Other residential mortgages
Commercial real estate
Wealth management
Financial institutions
Commercial

Total domestic

Foreign loans

Total nonperforming loans

Other assets owned

Dec. 31,

2011

2010

$203
40
32
23
21

319
10

329
12

$244
44
59
5
34

386
7

393
6

Total nonperforming assets (a)

$341

$399

(a) Loans of consolidated investment management funds are not
part of BNY Mellon’s loan portfolio. Included in these loans
are nonperforming loans of $101 million at Dec. 31, 2011
and $218 million at Dec. 31, 2010. 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.

Lost interest

Lost interest
(in millions)

2011

2010

2009

Amount by which interest income

recognized on nonperforming loans
exceeded reversals:

Total
Foreign

$ 2
-

Amount by which interest income

would have increased if
nonperforming loans at year-end had
been performing for the entire year:

Total (a)
Foreign

$17
-

$20
-

$19
-

(a) Lost interest excludes discontinued operations for 2010 and

2009.

BNY Mellon

111

Notes to Consolidated Financial Statements (continued)

Impaired loans

The table below sets forth information about our impaired loans. We use the discounted cash flow method as the
primary method for valuing impaired loans.

Impaired loans

Year ended

(in millions)

Impaired loans with an allowance:

Commercial
Commercial real estate
Financial institutions
Wealth management loans and mortgages
Foreign

Total impaired loans with an allowance

Impaired loans without an allowance:

Commercial
Commercial real estate
Wealth management loans and mortgages

Total impaired loans without an allowance (a)

Total impaired loans

Allowance for impaired loans (b)
Average balance of impaired loans – 2009
Interest income recognized on impaired loans

Dec. 31, 2011

Dec. 31, 2010

Dec. 31, 2009

Average
recorded
investment

Interest
income
recognized

Average
recorded
investment

Interest
income
recognized

Recorded
Investment

$ 27
22
9
37
10

105

1
13
2

$121

$1
-
-
1
-

-
-
-

$ 30
34
35
53
2

154

6
11
3

$174

$1
-
-
1
-

-
-
-

$ 30
49
171
53
-

303

33
9
-

$345

$ 51
216
2

(a) When the discounted cash flows, collateral value or market price equals or exceeds the carrying value of the loan, then the loan does

not require an allowance under the accounting standard related to impaired loans.

(b) The allowance for impaired loans is included in the allowance for loan losses.

Impaired loans

(in millions)

Dec. 31, 2011
Unpaid
principal
balance

Recorded
investment

Related
allowance (a)

Recorded
investment

Dec. 31, 2010
Unpaid
principal
balance

Related
allowance

Impaired loans with an allowance:

Commercial
Commercial real estate
Financial institutions
Wealth management loans and mortgages
Foreign

Total impaired loans with an allowance

Impaired loans without an allowance:

Commercial
Commercial real estate
Financial institutions
Wealth management loans and mortgages

Total impaired loans without an allowance (b)

Total impaired loans (c)

$ 26
35
21
27
10

119

-
3
3
3

$128

$ 31
41
21
27
18

138

-
3
9
3

$153

$ 9
7
7
5
4

-
-
-
-

$ 30
25
4
52
7

118

2
19
-
1

$ 30
39
10
52
7

138

6
19
-
2

$10
9
-
5
2

-
-
-
-

$32

$140

$165

$26

(a) The allowance for impaired loans is included in the allowance for loan losses.
(b) When the discounted cash flows, collateral value or market price equals or exceeds the carrying value of the loan, then the loan does

not require an allowance under the accounting standard related to impaired loans.

(c) Excludes an aggregate of $2 million of impaired loans in amounts individually less than $1 million at Dec. 31, 2011 and $3 million at
Dec. 31, 2010. The allowance for loan loss associated with these loans totaled less than $1 million at both Dec. 31, 2011 and Dec. 31,
2010.

112 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Past due loans

The table below sets forth information about our past due loans.

Past due loans and still accruing interest

(in millions)

Domestic:

Commercial real estate
Wealth management loans and mortgages
Commercial
Other residential mortgages
Financial institutions

Total domestic

Foreign

Total past due loans

Dec. 31, 2011

Days past due

30-59

60-89

>90

Total
past due

Dec. 31, 2010

Days past due

30-59

60-89

>90

Total
past due

$118
89
60
36
36

339
-

$339

$ 9
3
7
10
-

29
-

$ -
-
-
13
-

13
-

$127
92
67
59
36

381
-

$174
62
10
40
10

296
-

$ -
4
1
15
1

21
-

$11
6
1
15
-

33
-

$29

$13

$381

$296

$21

$33

$185
72
12
70
11

350
-

$350

Troubled debt restructurings (“TDRs”)

A modified loan is considered a TDR if the debtor is
experiencing financial difficulties and the creditor
grants a concession to the debtor that would not
otherwise be considered. A TDR may include a
transfer of real estate or other assets from the debtor to
the creditor, or a modification of the term of the loan.
Not all modified loans are considered TDRs. At Dec.
31, 2011, there were no unfunded lending-related
commitments to debtors whose terms have been
modified in TDRs.

As a result of adopting ASU 2011-02, Receivables
(Topic 310): A Creditor’s Determination of Whether a
Restructuring is a Troubled Debt Restructuring
effective July 1, 2011, we reassessed all loan
restructurings that occurred on or after Jan. 1, 2011
through June 30, 2011 and determined that no
additional modified loans would have qualified as
TDRs.

In the fourth quarter of 2011, 11 other residential
mortgage loans were restructured in TDRs. The
pre-modification and post-modification outstanding
recorded investment was $5 million. The

modifications of the other residential mortgage loans
consisted of reducing the stated interest rate and in
certain cases, extending the interest only payment
period and/or maturity date. The value of modified
loans is based on the fair value of the collateral.
Probable loss factors are applied to the value of the
modified loans to determine the allowance for credit
losses.

One of the residential mortgage loans that had been
restructured in a TDR during the previous 12 months
subsequently defaulted during the fourth quarter of
2011. The total recorded investment of this loan was
less than $1 million.

Credit quality indicators

Our credit strategy is to focus on investment grade
names to support cross-selling opportunities, avoid
single name/industry concentrations and exit high-risk
portfolios. Each customer is assigned an internal
rating grade which is mapped to an external rating
agency grade equivalent based upon a number of
dimensions which are continually evaluated and may
change over time.

The following tables set forth information about credit quality indicators.

Commercial loan portfolio

Commercial loan portfolio – Credit risk profile by creditworthiness category

(in millions)

Investment grade
Noninvestment grade

Total

Commercial

Dec. 31,
2011

Dec. 31,
2010

Commercial real estate
Dec. 31,
Dec. 31,
2011
2010

Financial institutions
Dec. 31,
Dec. 31,
2011
2010

$ 906
374

$1,280

$ 964
631

$1,595

$1,062
387

$1,449

$1,072
520

$1,592

$ 9,643
1,501

$11,144

$7,894
1,362

$9,256

BNY Mellon

113

Notes to Consolidated Financial Statements (continued)

The commercial loan portfolio is divided into
investment grade and non-investment grade categories
based on rating criteria largely consistent with those
of the public rating agencies. Each customer in the
portfolio is assigned an internal rating grade. These
internal rating grades are generally consistent with the
ratings categories of the public rating agencies.
Customers with ratings consistent with BBB- (S&P)/
Baa3 (Moody’s) or better are considered to be
investment grade. Those clients with ratings lower
than this threshold are considered to be
non-investment grade.

Wealth management loans and mortgages

Wealth management loans and mortgages – Credit risk
profile by internally assigned grade

(in millions)

Wealth management loans:

Investment grade
Noninvestment grade

Wealth management mortgages

Total

Dec. 31,
2011

Dec. 31,
2010

$3,450
111
3,781

$7,342

$2,995
170
3,341

$6,506

Wealth management non-mortgage loans are not
typically rated by external rating agencies. A majority
of the wealth management loans are secured by the
customers’ investment management accounts or
custody accounts. Eligible assets pledged for these
loans are typically investment grade, fixed income
securities, equities and/or mutual funds. Internal
ratings for this portion of the wealth management
portfolio, therefore, would equate to investment-grade
external ratings. Wealth management loans are
provided to select customers based on the pledge of
other types of assets, including business assets, fixed
assets, or a modest amount of commercial real estate.
For the loans collateralized by other assets, the credit
quality of the obligor is carefully analyzed, but we do
not consider this portfolio of loans to be of investment
grade quality.

Credit quality indicators for wealth management
mortgages are not correlated to external ratings.
Wealth management mortgages are typically loans to
high-net-worth individuals, which are secured
primarily by residential property. These loans are
primarily interest-only adjustable rate mortgages with
an average loan to value ratio of 62% at origination.
In the wealth management portfolio, 1% of the
mortgages were past due at Dec. 31, 2011.

At Dec. 31, 2011, the private wealth mortgage
portfolio was comprised of the following geographic

114 BNY Mellon

concentrations: New York – 24%; Massachusetts –
17%; California – 17%; Florida – 8%; and other –
34%.

Other residential mortgages

The other residential mortgage portfolio primarily
consists of one to four family residential mortgage
loans and totaled $1,923 million at Dec. 31, 2011.
These loans are not typically correlated to external
ratings. Included in this portfolio is $596 million of
mortgage loans purchased in 2005, 2006 and the first
quarter of 2007 that are predominantly prime
mortgage loans, with a small portion of Alt-A loans.
As of Dec. 31, 2011, the purchased loans in this
portfolio had a weighted-average loan-to-value ratio
of 76% at origination and 28% of these loans were at
least 60 days delinquent. The properties securing the
prime and Alt-A mortgage loans were located (in
order of concentration) in California, Florida,
Virginia, Maryland and the tri-state area (New York,
New Jersey and Connecticut).

Overdrafts

Overdrafts primarily relate to custody and securities
clearance clients and totaled $4,849 million at
Dec. 31, 2011 and $6,049 million at Dec. 31, 2010.
Overdrafts occur on a daily basis in the custody and
securities clearance business and are generally repaid
within two business days.

Margin loans

We had $12,760 million of secured margin loans on
our balance sheet at Dec. 31, 2011, compared with
$6,810 million at Dec. 31, 2010. Margin loans are
collateralized with marketable securities and
borrowers are required to maintain a daily collateral
margin in excess of 100% of the value of the loan. We
have rarely suffered a loss on these types of loans and
do not allocate any of our allowance for credit losses
to them.

Other loans

Other loans primarily includes loans to consumers that
are fully collateralized with equities, mutual funds and
fixed income securities, as well as bankers’
acceptances.

Reverse repurchase agreements

Reverse repurchase agreements are transactions fully
collateralized with high-quality liquid securities.
These transactions carry minimal credit risk and
therefore are not allocated an allowance for credit
losses.

Notes to Consolidated Financial Statements (continued)

Note 7—Goodwill and intangible assets

Goodwill impairment testing

The Company performed its annual goodwill
impairment testing for all reporting units in the second
quarter of 2011.

The broad decline of stock prices throughout the U.S.
stock market in the second half of 2011 also impacted
the Company’s stock price, which declined below the
Company’s net book value per share. As a result of
this sustained decline in the second half of 2011, the
Company performed an interim goodwill test of all its
reporting units in the fourth quarter of 2011. The
estimated fair values of each of the Company’s
reporting units exceeded their carrying values in the
interim test and no goodwill impairment was
recognized.

Goodwill

The level of goodwill decreased in 2011 compared
with 2010 as a result of the sale of Shareowner
Services and foreign exchange translation on non-U.S.
dollar denominated goodwill, partially offset by the
acquisitions of Penson Financial Services, Talon
Asset Management and contingent payments on
previous acquisitions.

The table below provides a breakdown of goodwill by business.

Goodwill by business
(in millions)

Balance at Dec. 31, 2009
Acquisitions
Foreign exchange translation
Other (a)

Balance at Dec. 31, 2010

Acquisitions/dispositions
Foreign exchange translation
Other (a)

Balance at Dec. 31, 2011

Investment
Management

Investment
Services

Other

Consolidated

$9,312
8
(44)
83

$9,359
10
(32)
36

$9,373

$6,890
1,790
(30)
(7)

$8,643
(118)
(29)
(5)

$8,491

$47
-
(1)
(6)

$40
-
-
-

$40

$16,249
1,798
(75)
70

$18,042
(108)
(61)
31

$17,904

(a) Other changes in goodwill include purchase price adjustments and certain other reclassifications.

Intangible assets

The decrease in intangible assets in 2011 compared
with 2010 resulted from amortization of intangible
assets and the sale of Shareowner Services, partially
offset by the acquisition of customer contracts in the
Investment Services and Investment Management
businesses. Also, in 2011, we recorded $9 million in

impairment charges to write-down the value of a
software technology intangible to its fair value. This
impairment charge is included in other expense on the
income statement.

Amortization of intangible assets was $428 million,
$421 million and $426 million in 2011, 2010 and
2009, respectively.

BNY Mellon

115

Notes to Consolidated Financial Statements (continued)

The table below provides a breakdown of intangible assets by business.

Intangible assets – net carrying amount by business

(in millions)
Balance at Dec. 31, 2009
Acquisitions
Amortization
Foreign exchange translation
Other (a)

Balance at Dec. 31, 2010

Acquisitions/dispositions
Amortization
Foreign exchange translation
Impairment
Other (a)

Balance at Dec. 31, 2011

Investment
Management
$2,825
15
(237)
(9)
(2)
$2,592
6
(214)
(2)
-
-
$2,382

Investment
Services
$1,911
530
(182)
-
(5)
$2,254
(111)
(212)
(2)
(9)
2
$1,922

Other
$852
-
(2)
-
-
$850
-
(2)
-
-
-
$848

Consolidated
$5,588
545
(421)
(9)
(7)
$5,696
(105)
(428)
(4)
(9)
2
$5,152

(a) Other changes in intangible assets include purchase price adjustments and certain other reclassifications.

The table below provides a breakdown of intangible assets by type.

Intangible assets

Dec. 31, 2011

Dec. 31, 2010

(in millions)
Subject to amortization:

Customer relationships—Investment

Management

Customer contracts—Investment Services
Other

Total subject to amortization

Not subject to amortization: (a)

Trade name
Customer relationships
Other

Total not subject to amortization
Total intangible assets

Gross
carrying
amount

Accumulated
amortization

Net
carrying
amount

Remaining
weighted
average
amortization
period

Gross
carrying
amount

Accumulated
amortization

Net
carrying
amount

$2,109
2,351
131
4,591

1,366
1,313
-

2,679
$7,270

$(1,189)
(834)
(95)
(2,118)

N/A
N/A
N/A

N/A
$(2,118)

$ 920
1,517
36
2,473

1,366
1,313
-

2,679
$5,152

12 yrs.
13 yrs.
5 yrs.
13 yrs.

N/A
N/A
N/A

N/A
N/A

$2,102
2,566
134
4,802

1,375
1,314
10

2,699
$7,501

$ (983)
(736)
(86)
(1,805)

N/A
N/A
N/A

N/A
$(1,805)

$1,119
1,830
48
2,997

1,375
1,314
10

2,699
$5,696

(a)

Intangible assets not subject to amortization have an indefinite life.

Estimated annual amortization expense for current
intangibles for the next five years is as follows:

For the year ended
Dec. 31,

Estimated amortization expense
(in millions)

$383
333
297
266
236

2012
2013
2014
2015
2016

116 BNY Mellon

Note 8—Other assets

Other assets
(in millions)
Corporate/bank owned life insurance
Accounts receivable
Equity in joint ventures and other

investments (a)

Income taxes receivable
Fair value of hedging derivatives
Software
Fails to deliver
Prepaid expenses
Due from customers on acceptances
Prepaid pension assets
Other

Total other assets

Dec. 31,
2011
$ 4,216
4,208

2,677
2,573
1,600
986
961
784
321
144
1,369
$19,839

Dec. 31,
2010
$ 4,071
3,506

2,643
2,826
836
896
1,428
834
424
732
594
$18,790

(a)

Includes Federal Reserve Bank stock of $429 million and
$400 million, respectively, at cost.

Notes to Consolidated Financial Statements (continued)

Seed capital and private equity investments valued
using net asset value per share

In our Investment Management business, we manage
investment assets, including equities, fixed income,
money market and alternative investment funds for
institutions and other investors; as part of that activity
we make seed capital investments in certain funds.
BNY Mellon also holds private equity investments,
which consist of investments in private

equity funds, mezzanine financings and direct equity
investments. Seed capital and private equity
investments are included in other assets. Consistent
with our policy to focus on our core activities, we
continue to reduce our exposure to private equity
investments.

The fair value of these investments has been estimated
using the net asset value (“NAV”) per share of BNY
Mellon’s ownership interest in the funds. The table
below presents information about BNY Mellon’s
investments in seed capital and private equity
investments.

Seed capital and private equity investments valued using NAV – Dec. 31, 2011
(dollar amounts in millions)
Unfunded commitments

Fair Value

Redemption frequency

Redemption notice period

Hedge funds (a)
Private equity funds (b)
Other funds (c)

Total

9
122
63

$194

$ -
24
-

$24

Monthly-quarterly
N/A
Monthly-yearly

3-45 days
N/A
(c)

(a) Hedge funds include multi-strategy funds that utilize a variety of investment strategies and equity long-short hedge funds that include

various funds that invest over both long-term investment and short-term investment horizons.

(b) Private equity funds primarily include numerous venture capital funds that invest in various sectors of the economy. Private equity
funds do not have redemption rights. Distributions from such funds will be received as the underlying investments in the funds are
liquidated.

(c) Other funds include various market neutral, leveraged loans, real estate and structured credit funds. Redemption notice periods vary

by fund.

BNY Mellon

117

Notes to Consolidated Financial Statements (continued)

Note 9—Deposits

Note 11—Other noninterest expense

Total time deposits in denominations of $100,000 or
greater was $44.2 billion at Dec. 31, 2011, and $35.3
billion at Dec. 31, 2010. At Dec. 31, 2011, the
scheduled maturities of all time deposits are as
follows: 2012 – $44.6 billion; 2013 – $3 million; 2014
– $20 million; 2015 – $3 million; 2016 –$- million;
and 2017 and thereafter – $4 million.

Note 10—Net interest revenue

Net interest revenue
(in millions)

Interest revenue

Non-margin loans
Margin loans
Securities:
Taxable
Exempt from federal income

2011

2010

2009

$ 681
129

$ 738
88

$ 874
69

1,949

1,944

1,718

taxes

Total securities

1,985

1,969

1,748

Other short-term investments-
U.S. government-backed
commercial paper

Deposits in banks
Deposits with the Federal

Reserve and other central
banks

Federal funds sold and

securities purchased under
resale agreements

Trading assets

-
543

148

28
74

-
491

9
684

64
71

31
50

Total interest revenue

3,588

3,470

3,508

Interest expense

Deposits in domestic offices
Deposits in foreign offices
Borrowings from Federal

Reserve related to ABCP
Federal funds purchased and

securities sold under
repurchase agreements

Trading liabilities
Other borrowed funds
Customer payables
Long-term debt

Total interest expense

47
194

2
32
21
7
301

604

49
82

43
41
24
6
300

545

57
115

-
22
20
6
366

593

Net interest revenue

$2,984

$2,925

$2,915

118 BNY Mellon

The following table provides a breakdown of other
noninterest expense presented on the consolidated
income statement.

Other noninterest expense
(in millions)

Litigation
Communications
Clearing
Other

Total other

2011

$ 210
173
135
629

$1,147

2010

$ 217
140
127
576

$1,060

2009

$ 34
115
117
688

$954

Note 12—Restructuring charges

Operational efficiency initiatives

In 2011, we announced our operational efficiency
initiatives which include an expense reduction
initiative impacting approximately 1,500 positions or
approximately 3% of our global workforce, as well as
additional initiatives to transform operations,
technology and corporate services that will increase
productivity and reduce the growth rate of expenses.
We recorded a pre-tax restructuring charge of $107
million related to the global efficiency initiatives in
2011. The aggregate restructuring charge is recorded
as a separate line on the income statement. This
charge was comprised of $78 million of severance
costs and $29 million primarily for operating lease-
related items and consulting costs. The following table
presents the activity in the restructuring reserve
related to the operational efficiency initiatives through
Dec. 31, 2011.

Operational efficiency initiatives 2011 – restructuring charge
reserve activity
(in millions)

Severance

Other

Total

Original restructuring charge
Utilization

Balance at Dec. 31, 2011

$78
(4)

$74

$ 29
(29)

$107
(33)

$ 74

This restructuring charge was recorded in the Other
segment as it is a corporate initiative and not directly
related to the operating performance of the businesses.
The table below presents the restructuring charge if it
had been allocated by business.

Operational efficiency initiatives 2011 – restructuring charge
by business
(in millions)

2011

Investment Management
Investment Services
Other segment (including Business Partners)

Total restructuring charge

$ 17
41
49

$107

Notes to Consolidated Financial Statements (continued)

Global location strategy

Workforce reduction program

BNY Mellon continues to execute its global location
strategy. This strategy includes migrating positions to
our global growth centers and is expected to result in
moving and/or eliminating approximately 2,400
positions. In 2009, we recorded a pre-tax restructuring
charge of $139 million related to this strategy. This
charge was comprised of $102 million for severance
costs and $37 million primarily for asset write-offs
and expense related to the closing of offices. In 2011,
we recorded a recovery of $15 million associated with
the global location strategy.

Severance payments related to these positions are
primarily paid over the salary continuance period in
accordance with the separation plan.

The following table presents the activity in the
restructuring reserve related to the global location
strategy through Dec. 31, 2011.

Global location strategy 2009 – restructuring
charge reserve activity

(in millions)

Severance

Original restructuring charge
Utilization

Balance at Dec. 31, 2009

Additional charges
Utilization

Balance at Dec. 31, 2010

Additional (recovery)
Utilization

Balance at Dec. 31, 2011

$102
-

102
29
(50)

$ 81
(15)
(39)

$ 27

Asset
write-offs/
other

$ 37
(23)

14
6
(1)

$ 19
-
(8)

$ 11

Total

$139
(23)

116
35
(51)

$100
(15)
(47)

$ 38

Global location strategy 2009 – restructuring
charge (recovery) by business

(in millions)

Investment Management
Investment Services
Other segment (including
Business Partners)

2011 2010 2009

-
(18)

$15 $ 40
68
26

(6)

Total restructuring charge

$(15)

$35 $139

Total
charges
since
inception

$ 55
76

$159

In the fourth quarter of 2008, we announced that, due
to weakness in the global economy, we would reduce
our workforce by an estimated 1,800 positions, and as
a result, recorded a pre-tax restructuring charge of
$181 million. In 2011, we recorded a recovery of $3
million associated with this workforce reduction
program.

We completed this program in 2010. At Dec. 31,
2011, severance payments related to positions covered
by this program were substantially completed.

The following table presents the activity in the
restructuring reserve related to the workforce
reduction program through Dec. 31, 2011.

Workforce reduction program 2008 – restructuring
charge reserve activity
(in millions)

Severance

Other

Original restructuring charge
Additional charges
Utilization

Balance at Dec. 31, 2009

Additional (recovery)
Utilization

Balance at Dec. 31, 2010

Additional (recovery)
Utilization

Balance at Dec. 31, 2011

$ 166
4
(105)

$ 65
(7)
(42)

$ 16
(3)
(13)

$ 15
7
(22)

-
-
-

Total

$ 181
11
(127)

$ 65
(7)
(42)

$ 16
(3)
(13)

Workforce reduction program 2008 – restructuring
charge (recovery) by business

(in millions)

Investment Management
Investment Services
Other (including

Business Partners)

Total restructuring

charge

2011

2010

2009

$(1)
(2)

$(5)
(2)

$ 9
(2)

Total
charges
since
inception

$ 80
54

$(3)

$(7)

$11

$182

BNY Mellon

119

Notes to Consolidated Financial Statements (continued)

Note 13—Income taxes

Provision (benefit) for
income taxes
(in millions)

Current taxes (benefits):

Federal
Foreign
State and local

Total current tax expense

(benefit)

Deferred taxes:

Federal
Foreign
State and local

Total deferred tax

expense (benefit)

Provision (benefit) for

income taxes

Year ended Dec. 31,
2010 (a)

2011

2009 (a)

$ 691
317
28

$ (670)
408
110

1,036

(152)

289
185
101

575

(34)
(16)
62

1,278
(75)
(4)

(1,676)
-
(294)

1,199

(1,970)

alternative minimum tax credit carryforwards of $45
million with an indefinite life. We have not recorded a
valuation allowance because we expect to realize our
deferred tax assets including these carryovers.

As of Dec. 31, 2011, we had approximately $3.5
billion of earnings attributable to foreign subsidiaries
that have been permanently reinvested abroad and for
which no provision has been recorded for income tax
that would occur if repatriated. It is not practicable at
this time to determine the income tax liability that
would result upon repatriation of these earnings.

The following table presents a reconciliation of the
statutory federal income tax rate to our effective
income tax rate applicable to income from continuing
operations.

$1,048

$1,047

$(1,395)

Effective tax rate

(a) Based on continuing operations for 2010 and 2009.

The components of income (loss) before taxes are as
follows:

Components of income (loss)
before taxes
(in millions)

Domestic
Foreign

Income (loss) before taxes

Year ended Dec. 31,
2010 (a)

2011

2009 (a)

$2,336
1,281

$3,617

$2,363
1,331

$3,694

$(3,022)
814

$(2,208)

(a) Based on continuing operations for 2010 and 2009.

The components of our net deferred tax liability are as
follows:

Net deferred tax liability
(in millions)

Depreciation and amortization
Lease financings
Pension obligation
Reserves not deducted for tax
Credit losses on loans
Net operating loss carryover
Employee benefits
Equity investments
Other assets
Other liabilities

Dec. 31,

2011

2010

$2,599
1,040
(49)
(401)
(290)
(126)
(544)
238
(289)
378

$2,366
1,093
190
(331)
(409)
(112)
(543)
227
(264)
380

Net deferred tax liability

$2,556

$2,597

As of Dec. 31, 2011, we have net operating loss
carryforwards for state and local income tax purposes
of $1.6 billion which will expire in 2029. We have a
German net operating loss carryforward of $110
million with an indefinite life. In addition, we have

120 BNY Mellon

Federal rate
State and local income taxes, net of

federal income tax benefit
Credit for low-income housing

investments

Tax-exempt income
Foreign operations
Tax settlements
Tax loss on mortgages
Other – net

Effective rate

Unrecognized tax positions
(in millions)
Beginning balance at Jan. 1, – gross
Prior period tax positions:

increases
decreases

Current period tax positions
Settlements
Statute expiration
Ending balance at Dec. 31, – gross

Year ended Dec. 31,
2011
2010
35.0% 35.0% 35.0%

2009

1.6

2.4

4.5

(1.9)
(2.6)
(3.2)
-
-
0.1

(1.8)
(2.3)
(5.2)
-
-
0.2

2.6
2.9
3.5
4.0
10.8
(0.1)

29.0% 28.3% 63.2%

2011
$289

24
(12)
16
(64)
(3)
$250

2010
$ 335

97
(60)
41
(119)
(5)
$ 289

2009
$189

225
(30)
10
(58)
(1)
$335

Our total tax reserves as of Dec. 31, 2011 were $250
million compared with $289 million at Dec. 31, 2010.
If these tax reserves were unnecessary, $250 million
would affect the effective tax rate in future periods.
We recognize accrued interest and penalties, if
applicable, related to income taxes in income tax
expense. Included in the balance sheet at Dec. 31,
2011 is accrued interest, where applicable, of $59
million. The additional tax expense related to interest
for the year ended Dec. 31, 2011 was $31 million
compared with $9 million for the year ended Dec. 31,
2010.

As previously disclosed, on Nov. 10, 2009 BNY
Mellon filed a petition with the U.S. Tax Court

Notes to Consolidated Financial Statements (continued)

challenging the IRS’ disallowance of certain foreign
tax credits claimed for the 2001 and 2002 tax years.
The aggregate tax for all of the years in question is
approximately $900 million, including interest. A trial
is currently scheduled for April 16, 2012. See Note 24
of the Notes to Consolidated Financial Statements for
additional information. BNY Mellon continues to
believe the tax treatment of the transaction was
consistent with statutory and judicial authority
existing at the time of the transaction. However, if
there is a decision by the courts in similar litigation
with unrelated taxpayers before the BNY Mellon
matter is decided and that decision adopts the
Government’s expansive view of economic substance

for disallowing foreign tax credits, BNY Mellon may
be required to re-evaluate its uncertain tax position
with respect to this matter. If a re-evaluation is
required, it is reasonably possible that the total reserve
for uncertain tax positions, pursuant to ASC 740
(FASB Interpretation 48), could increase within the
next 12 months by a net amount up to $850 million.

Our federal consolidated income tax returns are closed
to examination through 2002. Our New York State
and New York City return examinations have been
completed through 2008. Our United Kingdom
income tax returns are closed through 2008.

Note 14—Long-term debt

Long-term debt
(in millions)
Senior debt:
Fixed rate
Floating rate

Subordinated debt (a)
Junior subordinated debentures (a)

Total

(a) Fixed rate.

Dec. 31, 2011
Maturity

Rate

1.50-6.92% 2012-2021
0.35-1.40% 2012-2038
4.75-7.50% 2012-2033
5.95-7.78% 2026-2043

Amount

$12,367
2,679
3,201
1,686

$19,933

Dec. 31, 2010
Rate

Amount

2.50-6.92% $ 9,354
1,475
0.10-0.57%
4,037
4.40-7.50%
1,651
5.95-7.78%

$16,517

Total long-term debt that matures during the next five
years for BNY Mellon is as follows: 2012 – $3.45
billion, 2013 – $1.61 billion, 2014 – $4.36 billion,
2015 – $1.90 billion and 2016 – $1.85 billion. At Dec.
31, 2011, subordinated debt aggregating $249 million
will be redeemable at our option as follows: 2012 –
$142 million, and 2013 – $107 million.

Junior subordinated debentures

Wholly owned subsidiaries of BNY Mellon (the
“Trusts”) have issued cumulative Company-Obligated
Mandatory Redeemable Trust Preferred Securities of
Subsidiary Trust Holding Solely Junior Subordinated
Debentures (“trust preferred securities”). The sole
assets of each trust are junior subordinated deferrable

interest debentures of BNY Mellon whose maturities
and interest rates match the trust preferred securities.
Our obligations under the agreements that relate to the
trust preferred securities, the Trusts and the
debentures constitute a full and unconditional
guarantee by us of the Trusts’ obligations under the
trust preferred securities. The assets for Mellon
Capital IV are currently (i) our remarketable 6.044%
junior subordinated notes due 2043, and (ii) interests
in stock purchase contracts between Mellon Capital
IV and us. On June 20, 2012, the “stock purchase
date,” as defined in the prospectus supplement for the
trust preferred securities of Mellon Capital IV, the
sole assets of the trust will become shares of a series
of our non-cumulative perpetual preferred stock.

The following table sets forth a summary of the Trust Preferred Securities issued by the Trusts as of Dec. 31,
2011:

Trust Preferred Securities at Dec. 31, 2011
(dollar amounts in millions)
BNY Institutional Capital Trust A
BNY Capital IV
BNY Capital V
MEL Capital III (c)
MEL Capital IV
Total

Amount
$ 300
200
350
309
500
$1,659

Interest
rate
7.78%
6.88
5.95
6.37
6.24

Assets
of trust (a)
$ 309
206
361
300
500
$1,676

Due
date
2026
2028
2033
2036
-

Call
date
2006
2004
2008
2016
2012

Call
price

101.95% (b)
Par
Par
Par
Par

(a) Junior subordinated debentures and interest in stock purchase contracts for Mellon Capital IV.
(b) Call price decreases ratably to par in the year 2016.
(c) Amount was translated from Sterling into U.S. dollars on a basis of U.S. $1.54 to £1, the rate of exchange on Dec. 31, 2011.

BNY Mellon

121

Notes to Consolidated Financial Statements (continued)

We have the option to shorten the maturity of BNY
Capital IV to 2013 or extend the maturity to 2047.
The BNY Capital Trust Preferred Securities have been
converted to floating rate via interest rate swaps.

Note 15—Securitizations and variable interest
entities

Variable Interest Entities

Accounting guidance on the consolidation of VIEs is
included in ASC 810, Consolidation, and ASU
2009-17, “Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities.”

Effective Jan. 1, 2010, the FASB approved ASU
2010-10 “Amendments for Certain Investment
Funds,” which defers the requirements of ASU
2009-17 for asset managers’ interests in entities that
apply the specialized accounting guidance for
investment companies or that have the attributes of
investment companies and for interests in money
market funds.

Accounting guidance on the consolidation of VIEs
applies to certain entities in which the equity
investors:

do not have sufficient equity at risk for the entity
to finance its activities without additional
financial support, or
lack one or more of the following characteristics
of a controlling financial interest:
Š The power, through voting rights or similar

rights, to direct the activities of an entity that
most significantly impact the entity’s
economic performance (ASU 2009-17
model).

Š The direct or indirect ability to make

decisions about the entity’s activities through
voting rights or similar rights (ASC 810
model).

Š The obligation to absorb the expected losses

of the entity.

Š The right to receive the expected residual

returns of the entity.

BNY Mellon’s VIEs generally include retail,
institutional and alternative investment funds offered
to its retail and institutional customers in which it acts
as the fund’s investment manager. BNY Mellon earns
management fees on these funds as well as
performance fees in certain funds. It may also provide
start-up capital in its new funds. These VIEs are

122 BNY Mellon

included in the scope of ASU 2010-10 and are
reviewed for consolidation based on the guidance in
ASC 810.

BNY Mellon applies ASC 810 to its mutual funds,
hedge funds, private equity funds, collective
investment funds and real estate investment trusts. If
these entities are determined to be VIEs, primary
beneficiary calculations are prepared in accordance
with ASC 810 to determine whether or not BNY
Mellon is the primary beneficiary and required to
consolidate the VIE. The primary beneficiary of a VIE
is the party that absorbs a majority of the variable
interests’ expected losses, receives a majority of its
expected residual returns or both.

The primary beneficiary calculations include
estimates of ranges and probabilities of losses and
returns from the funds. The calculated expected gains
and expected losses are allocated to the variable
interest holders of the funds, which are generally the
fund’s investors and which may include BNY Mellon,
in order to determine which entity is required to
consolidate the VIE, if any.

BNY Mellon has other VIEs, including securitization
trusts, which are no longer considered QSPEs, and
CLOs, in which BNY Mellon serves as the investment
manager. In addition, we provide trust and custody
services for a fee to entities sponsored by other
corporations in which we have no other interest.
These VIEs are evaluated under the guidance included
in ASU 2009-17. BNY Mellon has two securitizations
and several CLOs, which are assessed for
consolidation in accordance with ASU 2009-17.

The primary beneficiary of these VIEs is the entity
whose variable interests provide it with a controlling
financial interest, which includes the power to direct
the activities that most significantly impact the VIE’s
economic performance and the obligation to absorb
losses of the VIE or the right to receive benefits of the
VIE that could potentially be significant to the VIE.

In order to determine if it has a controlling financial
interest in these VIEs, BNY Mellon assesses the
VIE’s purpose and design along with the risks it was
designed to create and pass through to its variable
interest holders. We also assess our involvement in
the VIE and the involvement of any other variable
interest holders in the VIE.

Generally, as the sponsor and the manager of its VIEs,
BNY Mellon has the power to control the activities
that significantly impact the VIE’s economic

Notes to Consolidated Financial Statements (continued)

performance. Both a qualitative and quantitative
analysis of BNY Mellon’s variable interests are
performed to determine if BNY Mellon has the
obligation to absorb losses of the VIE or the right to
receive benefits of the VIE that could potentially be
significant to the VIE. The analyses included
assessments related to the expected performance of
the VIEs and its related impact on BNY Mellon’s seed
capital, management fees or residual interests in the
VIEs. We also assess any potential impact the VIE’s
expected performance has on our performance fees.

The following tables present the incremental assets
and liabilities included in BNY Mellon’s consolidated
financial statements, after applying intercompany
eliminations, as of Dec. 31, 2011 and Dec. 31, 2010,
based on the assessments performed in accordance
with ASC 810 and ASU 2009-17. The net assets of
any consolidated VIE are solely available to settle the
liabilities of the VIE and to settle any investors’
ownership liquidation requests, including any seed
capital invested in the VIE by BNY Mellon.

Investments consolidated under ASC 810 and ASU 2009-17 at
Dec. 31, 2011

Investment
Management

funds Securitizations

Total
consolidated
investments

-
10,751
596

$11,347

10,053
32

$479
-
-

$479

-
443

479
10,751
596

$11,826

10,053
475

(in millions)

Available-for-sale
Trading assets
Other assets

Total assets

Trading liabilities
Other liabilities

Total

liabilities

$10,085

$443

$10,528

Non-redeemable
noncontrolling
interests

670

Investments consolidated under ASC 810 and ASU 2009-17 at
Dec. 31, 2010

(in millions)

Available-for-sale
Trading assets
Other assets

Total assets

Trading liabilities
Other liabilities

Total liabilities

Non-redeemable
noncontrolling
interests

Investment
Management

funds Securitizations

Total
consolidated
investments

-
14,121
645

$14,766

13,561
2

$13,563

$483
-
-

$483

-
386

$386

483
14,121
645

$15,249

13,561
388

$13,949

699

BNY Mellon voluntarily provided capital support
agreements to certain VIEs (see below). With the
exception of these agreements, we are not
contractually required to provide financial or any
other support to any of our VIEs. Additionally,
creditors of any consolidated VIEs do not have any
recourse to the general credit of BNY Mellon.

Non-consolidated VIEs

As of Dec. 31, 2011 and Dec. 31, 2010, the following
assets related to the VIEs, where BNY Mellon is not
the primary beneficiary, are included in our
consolidated financial statements.

Non-consolidated VIEs at Dec. 31, 2011

(in millions)

Assets

Liabilities

Trading
Other

Total

$ 1
41

$42

$-
-

Non-consolidated VIEs at Dec. 31, 2010

(in millions)

Assets

Liabilities

Trading
Other

Total

$24
34

$58

$-
-

Maximum
loss
exposure

$ 1
41

$42

Maximum
loss
exposure

$24
34

$58

The maximum loss exposure indicated in the above
tables relate solely to BNY Mellon’s seed capital or
residual interests invested in the VIEs.

Credit supported VIEs

BNY Mellon voluntarily provided limited credit
support to certain money market, collective,
commingled and separate account funds (the
“Funds”). Entering into such support agreements
represents an event under ASC 810, and is subject to
its interpretations.

In analyzing the Funds for which credit support was
provided, it was determined that interest rate risk and
credit risk are the two main risks that the Funds are
designed to create and pass through to their investors.
Accordingly, interest rate and credit risk were
analyzed to determine if BNY Mellon was the primary
beneficiary of each of the Funds.

BNY Mellon’s analysis of the credit risk variability
and interest rate risk variability associated with the
supported Funds resulted in BNY Mellon not being
the primary beneficiary and therefore the Funds were
not consolidated.

BNY Mellon

123

Notes to Consolidated Financial Statements (continued)

The tables below show the financial statement items
related to non-consolidated VIEs to which we have
provided credit support agreements at Dec. 31, 2011
and Dec. 31, 2010.

1,209,674,607 shares of common stock were
outstanding. There were no shares of preferred stock
outstanding at Dec. 31, 2011.

Temporary equity

Credit supported VIEs at Dec. 31, 2011

(in millions)

Other

(in millions)

Other

Credit supported VIEs at Dec. 31, 2010

Maximum
loss
exposure

Assets

Liabilities

Assets

Liabilities

$13

Consolidated credit supported VIEs

Certain funds have been created solely with securities
that are subject to credit support agreements where we
have agreed to absorb the majority of loss.
Accordingly, these funds have been consolidated into
BNY Mellon and have affected the following
financial statement items at Dec. 31, 2011 and
Dec. 31, 2010.

Consolidated credit supported VIEs at Dec. 31, 2011

(in millions)

Available-for-sale
Other

Total

Assets

Liabilities

$14
-

$14

$ -
22

$22

Consolidated credit supported VIEs at Dec. 31, 2010

(in millions)

Available-for-sale
Other

Total

Assets

Liabilities

$53
-

$53

-
126

$126

Maximum
loss
exposure

$14
10

$24

Maximum
loss
exposure

$ 53
51

$104

The maximum loss exposure shown above for the
credit support agreements provided to BNY Mellon’s
VIEs primarily reflects a complete loss on the Lehman
Brothers Holdings Inc. securities for BNY Mellon’s
clients that accepted our offer of support. As of Dec.
31, 2011, BNY Mellon recorded $22 million in
liabilities related to its VIEs for which credit support
agreements were provided.

Temporary equity was $114 million at Dec. 31, 2011
and $92 million at Dec. 31, 2010. Temporary equity
represents amounts recorded for redeemable
non-controlling interests resulting from equity-
classified share-based payment arrangements that are
currently redeemable or are expected to become
redeemable. The current redemption value of such
awards is classified as temporary equity and is
adjusted to its redemption value at each balance sheet
date.

Troubled Asset Relief Program

In 2008, BNY Mellon issued and sold to the U.S.
Treasury $3 billion of preferred stock and a warrant to
purchase shares of common stock in accordance with
the terms of the Troubled Asset Relief Program
Capital Purchase Program.

In 2009, BNY Mellon repurchased the Series B
preferred stock for its $3 billion liquidation value.
BNY Mellon recorded an after-tax redemption charge
of $196.5 million in 2009, representing the difference
between the amortized cost of the Series B preferred
stock and the repurchase price.

Also in 2009, BNY Mellon repurchased for $136
million the warrant for 14,516,129 shares of our
common stock.

Common stock repurchase program

On Dec. 18, 2007, the Board of Directors of BNY
Mellon authorized the repurchase of up to 35 million
shares of common stock. On March 22, 2011, the
Board of Directors of BNY Mellon authorized the
repurchase of up to an additional 13 million shares of
common stock. In 2011, we repurchased 34.8 million
shares in the open market, at an average price of
$24.00 per share for a total of $835 million. At Dec.
31, 2011, 12.0 million common shares were available
for repurchase under the program. There is no
expiration date on the share repurchase authorizations.

Note 16—Shareholders’ equity

Capital adequacy

BNY Mellon has 3.5 billion authorized shares of
common stock with a par value of $0.01 per share,
100 million authorized shares of preferred stock with
a par value of $0.01 per share. At Dec. 31, 2011,

124 BNY Mellon

Notes to Consolidated Financial Statements (continued)

to maintain its status as a financial holding company,
our bank subsidiaries and BNY Mellon must, among
other things, qualify as well capitalized.

Our consolidated and largest bank subsidiary, The
Bank of New York Mellon, capital ratios are shown
below.

Consolidated and largest bank subsidiary
capital ratios (a)
Consolidated capital ratios:

Tier 1
Total capital
Leverage

The Bank of New York Mellon capital ratios:

Tier 1
Total capital
Leverage

Dec. 31,

2011

2010

15.0% 13.4%
17.0
5.2

16.3
5.8

14.3% 11.4%
17.7
5.3

15.3
5.3

(a) Determined under Basel I guidelines. For a banking

institution to qualify as “well capitalized,” its Basel I Tier 1,
Total (Tier 1 plus Tier 2) and leverage capital ratios must be
at least 6%, 10% and 5%, respectively. For The Bank of New
York Mellon, our largest bank subsidiary, to qualify as
“adequately capitalized ,” Basel I Tier 1, Total and leverage
capital ratios must be at least 4%, 8% and 3%, respectively.

If a financial holding company such as BNY Mellon
fails to qualify as well capitalized, it may lose its
status as a financial holding company, which may
restrict its ability to undertake or continue certain
activities or make acquisitions that are not generally
permissible for bank holding companies without
financial holding company status. If a bank holding
company such as BNY Mellon or bank such as The
Bank of New York Mellon or BNY Mellon, N.A. fails
to qualify as “well capitalized,” it may be subject to
higher FDIC assessments.

If a bank holding company such as BNY Mellon or
bank such as The Bank of New York Mellon or BNY
Mellon, N.A. fails to qualify as adequately
capitalized, regulatory sanctions and limitations are
imposed. At Dec. 31, 2011, the amounts of capital by
which BNY Mellon and our largest bank subsidiary,
The Bank of New York Mellon, exceed the well
capitalized guidelines are as follows:

Capital above guidelines at Dec. 31, 2011

(in millions)

Tier 1 capital
Total capital
Leverage

Consolidated

The Bank of
New York Mellon

$9,254
7,208
565

$7,241
6,708
618

The following table presents the components of our
Basel I Tier 1 and total risk-based capital at Dec. 31,
2011 and 2010.

Components of Basel I Tier 1 and
total risk-based capital (a)
(in millions)

Tier 1 capital:

Common shareholders’ equity
Trust preferred securities
Adjustments for:

Goodwill and other intangibles (c)
Pensions/cash flow hedges
Securities valuation allowance
Merchant banking investments

Total Tier 1 capital

Tier 2 capital:

Qualifying unrealized gains on

equity securities

Qualifying subordinated debt
Qualifying allowance for credit

losses

Total Tier 2 capital

Total risk-based capital
Total risk-weighted assets
Average assets for leverage

capital purposes

Dec. 31,

2011

2010 (b)

$ 33,417
1,659

$ 32,354
1,676

(20,630)
1,426
(450)
(33)

15,389

(21,297)
1,053
(170)
(19)

13,597

2
1,545

497

2,044

5
2,381

571

2,957

$ 17,433
$102,255

$ 16,554
$101,407

$296,484

$235,905

(a) On a regulatory basis as determined under Basel I

guidelines.
Includes discontinued operations.

(b)
(c) Reduced by deferred tax liabilities associated with non-tax

deductible identifiable intangible assets of $1,459 million at
Dec. 31, 2011 and $1,625 million at Dec. 31, 2010, and
deferred tax liabilities associated with tax deductible
goodwill of $967 million at Dec. 31, 2011 and $816 million
at Dec. 31, 2010.

BNY Mellon

125

Notes to Consolidated Financial Statements (continued)

Note 17—Accumulated other comprehensive income (loss)

(dollars in millions)

2008 ending balance, net of tax (expense)

benefit

Adjustments for the cumulative effect of

applying ASC 320, net of taxes of $-, $-, $-,
$470, $-, $470

Adjusted balance at Jan. 1, 2009
Change in 2009, net of tax (expense) benefit of

$(82), $14, $(34), $(489), $(1), $(592)

Reclassification adjustment, net of tax

(expense) benefit $-, $-, $-, $(2,022), $-,
$(2,022)

2009 total unrealized gain (loss)

2009 ending balance, net of tax (expense)

ASC 820 Adjustments

Foreign
currency
translation

Other post-
retirement
benefits

Pensions

Unrealized
gain (loss)
on assets
available-
for-sale

Unrealized
gain (loss)
on cash flow
hedges (a)

Total
accumulated
unrealized
gain (loss)

$ (363)

$ (956)

$ (66)

$ (4,053)

$ 37

$ (5,401)

(363)

(956)

227

(46)

227

(46)

(66)

(1)

(676)

(4,729)

762

3,348

4,110

(16)

(32)

(48)

(676)

(6,077)

926

3,316

4,242

benefit

$ (136)

$(1,002)

$ (67)

(619)

$(11)

$ (1,835)

Adjustments for the cumulative effect of

applying ASC 810

Adjusted balance at Jan. 1, 2010
Change in 2010, net of tax (expense) benefit of

$(68), $15, $(3), $(469), $-, $(525)

Reclassification/other adjustment, net of tax
(expense) benefit $ -, $ -, $ -, $12, $2, $14

2010 total unrealized gain (loss)

2010 ending balance, net of tax (expense)

(136)

(1,002)

(319)

(18) (b)

(337)

(67)

(595)

747

18 (b)

765

(11)

(5)

(1,811)

461

(5)

456

benefit

$ (473)

$ (993)

$ (55)

170

$ (4)

$ (1,355)

Change in 2011, net of tax (expense) benefit

of $(11), $230, $24, $(177), $(2), $64

(178)

(336)

Reclassification/other adjustment, net of tax
(expense) benefit $ -, $ -, $ -, $22, $2, $24

2011 total unrealized gain (loss)

2011 ending balance, net of tax (expense)

(178)

(336)

(41)

306

(26)

280

(246)

(26)

(272)

benefit

$ (651)

$(1,329)

$ (96)

450

$ (1)

$ (1,627)

(a)

(b)

Includes unrealized gain (loss) on foreign currency cash flow hedges of $1 million, $- million and, $(1) million at Dec. 31, 2011,
Dec. 31, 2010 and Dec. 31, 2009, respectively.
Includes a net reclassification adjustment of $14 million to retained earnings from other comprehensive income.

Note 18—Stock-based compensation

Stock options

Our Long-Term Incentive Plans provide for the
issuance of stock options, restricted stock, restricted
stock units (“RSUs”) and other stock-based awards to
employees of BNY Mellon. At Dec. 31, 2011, under
the Long-Term Incentive Plan approved in April
2011, we may issue 50,858,398 new options. Of this
amount, 28,528,609 shares may be issued as restricted
stock or RSUs. Stock-based compensation expense
related to retirement eligibility vesting totaled $31
million in 2011, $25 million in 2010, and $16 million
in 2009.

Our Long-Term Incentive Plans provide for the
issuance of stock options at fair market value at the
date of grant to officers and employees of BNY
Mellon. Generally, each option granted is exercisable
between one and ten years from the date of grant.

The compensation cost that has been charged against
income was $96 million for 2011, $87 million for
2010 and $86 million for 2009. The total income tax
benefit recognized in the income statement was $40
million for 2011, $35 million for 2010 and $35
million for 2009.

126 BNY Mellon

Notes to Consolidated Financial Statements (continued)

We used a lattice-based binomial method to calculate
the fair value on the date of grant. The fair value of
each option award is estimated on the date of grant
using the weighted-average assumptions noted in the
following table:

Assumptions

Dividend yield
Expected volatility
Risk-free interest rate
Expected option lives (in years)

2011

2010

2009

2.2% 2.2% 3.1%
32
32
2.75
2.94
6.7
6.6

34
2.22
5.9

For 2011, 2010 and 2009, assumptions were
determined as follows:

Š Expected volatilities are based on implied

volatilities from traded options on our stock,
historical volatility of our stock, and other
factors.

Š We use historical data to estimate option

exercises and employee terminations within the
valuation model.

Š The risk-free rate for periods within the

contractual life of the option is based on the U.S.
Treasury yield curve at the time of grant.

Š The expected term of options granted is derived
from the output of the option valuation model
and represents the period of time that options
granted are expected to be outstanding.

A summary of the status of our options as of Dec. 31, 2011, and changes during the year, is presented below:

Stock option activity

Balance at Dec. 31, 2010
Granted
Exercised
Canceled

Balance at Dec. 31, 2011

Vested and expected to vest at Dec. 31, 2011

Exercisable at Dec. 31, 2011

Stock options outstanding at Dec. 31, 2011

Shares subject
to option

Weighted-average
exercise price

Weighted-
average remaining
contractual term
(in years)

92,540,471
8,739,395
(809,287)
(13,667,087)

86,803,492

86,150,188

60,158,853

$35.21
29.98
21.11
44.73

$33.32

33.35

35.21

5.2

4.0

Options outstanding

Options exercisable (a)

Range of
exercise
prices

$ 18 to 31
31 to 41
41 to 51

$ 18 to 51

Outstanding at
Dec. 31, 2011

43,343,651
22,879,675
20,580,166

86,803,492

Weighted-
average
remaining
contractual
life
(in years)

6.5
3.8
3.9

5.2

Weighted-
average
exercise
price

$26.05
37.03
44.51

$33.32

Exercisable
at Dec. 31,
2011

20,108,983
22,004,630
18,045,240

60,158,853

Weighted-
average
exercise
price

$24.96
36.93
44.52

$35.21

(a) At Dec. 31, 2010 and 2009, 62,801,038 and 65,703,148 options were exercisable at an average price per common share of $37.93 and

$38.96, respectively.

Aggregate intrinsic value of options
(in millions)

Outstanding at Dec. 31,
Exercisable at Dec. 31,

2011

$22
$11

2010

$193
$ 77

2009

$167
$ 26

The total intrinsic value of options exercised was $7
million in 2011, $12 million in 2010 and $3 million in
2009.

The weighted-average fair value of options at grant
date was $8.47 in 2011, $8.38 in 2010 and $4.59 in
2009.

As of Dec. 31, 2011, $110 million of total
unrecognized compensation cost related to nonvested
options is expected to be recognized over a weighted-
average period of 1.6 years.

BNY Mellon

127

Notes to Consolidated Financial Statements (continued)

Cash received from option exercises totaled $18
million in 2011, $31 million in 2010 and $16 million
in 2009. The actual tax benefit realized for the tax
deductions from options exercised totaled $2 million
in 2011, $1 million in 2010 and $4 million in 2009.

Restricted stock, restricted stock units (“RSU”) and
Total Shareholder Return (“TSR”) awards

Restricted stock and RSUs are granted under our
Long-Term Incentive Plans at no cost to the recipient.
These awards are subject to forfeiture until certain
restrictions have lapsed, including continued
employment, for a specified period. The recipient of a
share of restricted stock is entitled to voting rights and
generally is entitled to dividends on the common
stock. An RSU entitles the recipient to receive a share
of common stock after the applicable restrictions
lapse. The recipient generally is entitled to receive
cash payments equivalent to any dividends paid on the
underlying common stock during the period the RSU
is outstanding but does not receive voting rights.

The fair value of restricted stock and RSUs is equal to
the fair market value of our common stock on the date
of grant. The expense is recognized over the vesting
period, which is generally three years. The total
compensation expense recognized for restricted stock,
RSUs and TSRs was $134 million in 2011, $119
million in 2010 and $124 million in 2009. The total
income tax benefit recognized in the income statement
was $52 million for 2011, $46 million for 2010 and
$48 million for 2009.

In March 2008, BNY Mellon granted TSR awards.
Under the terms of the TSR Performance share
awards, a target award comprised of restricted stock
was granted to an employee at the beginning of the
three-year performance period beginning on Jan. 1,
2008 through Dec. 31, 2010. BNY Mellon’s actual
TSR for the performance period is compared to the
results of a peer group (weighted two-thirds) and an
S&P 500 Financial Services Index (weighted
one-third). Based on the final calculations, 76% of the
target awards (150,038 shares of the target number of
performance shares) were earned and released to the
participants. The remaining shares that were not
earned were forfeited. As of Dec. 31, 2011, there were
no TSR awards outstanding.

In 2011, 817,698 of RSUs were granted to members
of BNY Mellon’s Executive Committee which
contained certain performance criteria that were
achieved in 2011. The actual number of units that vest

128 BNY Mellon

is subject to negative discretion by BNY Mellon’s
Human Resources and Compensation Committee. As
a result, these shares are subject to variable
accounting.

The following table summarizes our nonvested
restricted stock, RSU and TSR activity for 2011.

Nonvested restricted stock, RSUs
and TSRs activity

Number of
shares

Weighted-
average
fair value

Nonvested restricted stock, RSUs
and TSRs at Dec. 31, 2010

Granted
Vested
Forfeited

Nonvested restricted stock and
RSUs at Dec. 31, 2011 (a)

11,319,776
5,828,098
(3,530,607)
(483,809)

$29.96
29.79
39.91
33.79

13,133,458

$26.44

(a)

Includes 817,698 shares granted to members of BNY
Mellon’s Executive Committee that are marked-to-market
based on the closing stock price at Dec. 31, 2011 of $19.91.

As of Dec. 31, 2011, $143 million of total
unrecognized compensation costs related to nonvested
restricted stock and RSUs is expected to be
recognized over a weighted-average period of 1.4
years.

The total fair value of restricted stock, RSUs and
TSRs that vested was $100 million in 2011, $96
million in 2010 and $72 million in 2009.

Subsidiary Long-Term Incentive plans

BNY Mellon also has several subsidiary Long-Term
Incentive Plans which have issued restricted
subsidiary shares to certain employees. These share
awards are subject to forfeiture until certain
restrictions have lapsed, including continued
employment for a specified period of time. The shares
are non-voting and non-dividend paying. Once the
restrictions lapse, which generally occurs in three to
five years, the shares can only be sold, at the option of
the employee, to BNY Mellon at a price based
generally on the fair value of the subsidiary at the time
of repurchase. In certain instances BNY Mellon has
an election to call the shares.

Note 19—Employee benefit plans

BNY Mellon has defined benefit and defined
contribution retirement plans covering substantially
all full-time and eligible part-time employees and
other post-retirement plans providing healthcare
benefits for certain retired employees.

Notes to Consolidated Financial Statements (continued)

Pension and post-retirement healthcare plans

The following tables report the combined data for our domestic and foreign defined benefit pension and post-
retirement healthcare plans.

(dollar amounts in millions)
Weighted-average assumptions used to determine

benefit obligations

Discount rate
Rate of compensation increase
Change in benefit obligation (a)
Benefit obligation at beginning of period
Service cost
Interest cost
Employee contributions
Amendments
Actuarial gain (loss)
(Acquisitions) divestitures
Curtailments
Benefits paid
Foreign exchange adjustment

Benefit obligation at end of period
Change in fair value of plan assets
Fair value at beginning of period
Actual return on plan assets
Employer contributions
Employee contributions
Acquisitions (divestitures)
Benefit payments
Foreign exchange adjustment
Fair value at end of period
Funded status at end of period

Amounts recognized in accumulated other
comprehensive (income) loss consist of:

Net loss (gain)
Prior service cost (credit)
Net initial obligation (asset)
Total (before tax effects)

Pension Benefits

Healthcare Benefits

Domestic

Foreign

Domestic

Foreign

2011

2010

2011

2010

2011

2010

2011

2010

4.75%
3.00

$(3,139)
(64)
(174)
-
-
(397)
-
(5)
140
N/A
(3,639)

3,628
26
15
-
-
(140)
N/A
3,529
$ (110)

5.71% 4.97% 5.29% 4.75% 5.71% 5.00% 5.40%
3.00
3.50

3.57

4.47

3.50

$(2,835)
(90)
(171)
-
26
(224)
-
-
155
N/A
(3,139)

3,331
427
25
-
-
(155)
N/A
3,628
489

$(626)
(33)
(36)
(1)
-
(5)
-
-
12
5
(684)

611
30
56
1
-
(12)
(5)
681
(3)

$(555)
(28)
(30)
(1)
(3)
(28)
(11)
-
10
20
(626)

540
70
21
1
10
(10)
(21)
611
$ (15)

$(232)
(2)
(13)
-
-
(67)
-
-
26
N/A
(288)

71
2
26
-
-
(26)
N/A
73
$(215)

$(242)
(2)
(14)
-
-
5
-
-
21
N/A
(232)

66
5
21
-
-
(21)
N/A
71
$(161)

$ (3)
-
-
-
-
(1)
-
-
-
-
(4)

-
-
-
-
-
-
-
-
$ (4)

$ (3)
-
-
-
-
-
-
-
-
-
(3)

-
-
-
-
-
-
-
-
$ (3)

$ 2,126
(78)
-
$ 2,048

$ 1,582
(94)
-
$ 1,488

$ 188
3
-
$ 191

$ 177
3
-
$ 180

$ 124
(3)
3
$ 124

$ 56
(4)
8
$ 60

$ (2)
-
-
$ (2)

$ (4)
-
-
$ (4)

(a) The benefit obligation for pension benefits is the projected benefit obligation and for healthcare benefits, it is the accumulated benefit

obligation.

BNY Mellon

129

Notes to Consolidated Financial Statements (continued)

Net periodic benefit cost
(credit)

(dollar amounts in millions)
Weighted-average

assumptions as of Jan. 1:
Market-related value of plan

assets

Discount rate
Expected rate of return on plan

assets

Rate of compensation increase
Components of net periodic

benefit cost (credit):

Service cost
Interest cost
Expected return on assets
Amortization of:

Net initial obligation (asset)
Prior service cost (credit)
Net actuarial (gain) loss

Settlement (gain) loss
Curtailment (gain) loss
Other

Net periodic benefit cost

(credit)

Pension Benefits

Healthcare Benefits

Domestic
2010

2011

2009

2011

Foreign
2010

2009

2011

Domestic
2010

2009

2011

Foreign
2010

2009

$3,836

$3,861

$3,651

$ 624

$ 529

$ 459

$ 78

$ 76

$ 77

N/A

5.71% 6.21% 6.38% 5.29% 5.74% 6.18% 5.71% 6.21% 6.38% 5.40% 5.85% 6.25%

7.50
3.50

8.00
3.50

6.38
4.47

6.69
4.64

6.40
4.11

7.50
3.50

8.00
3.50

N/A
N/A

64
174
(282)

90
171
(303)

96
160
(295)

$ 33
36
(43)

$ 28
30
(37)

$ 20
24
(32)

-
(16)
109
-
5
-

-
(14)
71
-
-
-

-
(14)
26
5
-
(10)

-
-
14
-
-
(1)

-
-
11
-
-
-

-
-
3
-
-
-

2
13
(6)

5
(1)
3
-
-
-

2
14
(6)

2
16
(6)

4
-
5
-
-
-

-
-
-

-
-
(1)
-
-
-

-
-
-

-
-
(1)
-
-
-

-
-
-

-
-
(1)
-
-
-

$ (32) (a) $ 39

$ 32

$ 15

$ 16

$ 19

$ 21

$ (1) $ (1) $ (1)

(a)

Includes discontinued operations.

Changes in other comprehensive (income) loss in 2011
(in millions)

Net loss (gain) arising during period
Recognition of prior years’ net gain (loss)
Prior service cost (credit) arising during period
Recognition of prior years’ service (cost) credit
Recognition of net initial (obligation) asset
Foreign exchange adjustment

Total recognized in other comprehensive (income) loss (before tax effects)

Amounts expected to be recognized in net periodic benefit
cost (income) in 2012 (before tax effects)
(in millions)

(Gain) loss recognition
Prior service cost recognition
Net initial obligation (asset) recognition

Pension Benefits

Domestic

Foreign

Healthcare Benefits
Foreign
Domestic

$653
(109)
-
16
-
N/A

$560

$ 22
(14)
-
-
-
3

$ 11

$71
(3)
-
1
(5)
-

$64

$1
1
-
-
-
-

Pension Benefits

Domestic

Foreign

Healthcare Benefits
Foreign
Domestic

$167
(16)
-

$12
-
-

$9
-
3

$-
-
-

Domestic

Foreign

2011

2010

2011

2010

(in millions)

Pension benefits:
Prepaid benefit cost
Accrued benefit cost

$ 103
(213)

$ 680
(191)

Total pension benefits

$(110)

$ 489

Healthcare benefits:
Accrued benefit cost

$(215)

$(161)

Total healthcare benefits

$(215)

$(161)

$ 41
(44)

$ (3)

$ (4)

$ 52
(67)

$(15)

$ (3)

Plans with obligations in
excess of plan assets
(in millions)

Projected benefit obligation
Accumulated benefit

obligation

Fair value of plan assets

Domestic

Foreign

2011

$234

233
20

2010

$212

211
21

2011

$35

2010

$32

29
3

26
2

For information on pension assumptions see the
“Critical accounting estimates” section.

The accumulated benefit obligation for all defined
benefit plans was $4.1 billion at Dec. 31, 2011 and
$3.6 billion at Dec. 31, 2010.

130 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Assumed healthcare cost trend—Domestic post-
retirement healthcare benefits

The assumed healthcare cost trend rate used in
determining benefit expense for 2012 is 8.00%
decreasing to 4.75% in 2022. This projection is based
on various economic models that forecast a decreasing
growth rate of healthcare expenses over time. The
underlying assumption is that healthcare expense
growth cannot outpace gross national product
(“GNP”) growth indefinitely, and over time a lower
equilibrium growth rate will be achieved. Further, the
growth rate assumed in 2022 bears a reasonable
relationship to the discount rate.

An increase in the healthcare cost trend rate of one
percentage point for each year would increase the
accumulated post-retirement benefit obligation by
$21.0 million, or 8%, and the sum of the service and
interest costs by $0.8 million, or 9%. Conversely, a
decrease in this rate of one percentage point for each
year would decrease the benefit obligation by $18.1
million, or 7%, and the sum of the service and interest
costs by $0.7 million, or 8%.

Assumed healthcare cost trend—Foreign post-
retirement healthcare benefits

An increase in the healthcare cost trend rate of one
percentage point for each year would increase the
accumulated post-retirement benefit obligation by less
than $1 million and the sum of the service and interest
costs by less than $1 million. Conversely, a decrease
in this rate of one percentage point for each year
would decrease the benefit obligation by less than $1
million and the sum of the service and interest costs
by less than $1 million.

Investment strategy and asset allocation

BNY Mellon is responsible for the administration of
various pension and healthcare post-retirement
benefits plans, both domestically and internationally.
The domestic plans are administered by BNY
Mellon’s Benefits Administration Committee, a
named fiduciary. Subject to the following, at all
relevant times, BNY Mellon’s Benefits Investment
Committee, another named fiduciary to the domestic
plan, is responsible for the investment of plan assets.
The Benefits Investment Committee’s responsibilities
include the investment of all domestic defined benefit
plan assets, as well as the determination of investment
options offered to participants in all domestic defined
contribution plans. The Benefits Investment
Committee conducts periodic reviews of investment

performance, asset allocation and investment manager
suitability. In addition, the Benefits Investment
Committee has oversight of the Regional Governance
Committees for the foreign defined benefit plans.

Our investment objective for U.S. and foreign plans is
to maximize total return while maintaining a broadly
diversified portfolio for the primary purpose of
satisfying obligations for future benefit payments.

Equities are the main holding of the plans. Alternative
investments (including private equities) and fixed
income securities provide diversification and, in
certain cases, lower the volatility of returns. In
general, equity securities and alternative investments
within any domestic plan’s portfolio can be
maintained in the range of 30% to 70% of total plan
assets, fixed-income securities can range from 20% to
50% of plan assets and cash equivalents can be held in
amounts ranging from 0% to 5% of plan assets. Actual
asset allocation within the approved ranges varies
from time to time based on economic conditions (both
current and forecast) and the advice of professional
advisors.

Our pension assets were invested as follows at
Dec. 31, 2011 and 2010:

Asset allocations

Domestic

Foreign

Equities
Fixed income
Private equities
Alternative investment
Real estate
Cash

2011

2010

2011

2010

52% 57%
38
3
6
-
1

33
3
6
-
1

64% 55%
29
-
3
3
1

28
-
9
3
5

Total pension benefits

100% 100% 100% 100%

We held no BNY Mellon Corporation stock in our
pension plans at Dec. 31, 2010 and 2011. Assets of
the U.S. post-retirement healthcare plan are invested
in an insurance contract.

BNY Mellon expects to make cash contributions to
fund its defined benefit pension plans in 2012 of $18
million for the domestic plans and $26 million for the
foreign plans.

BNY Mellon expects to make cash contributions to
fund its post-retirement healthcare plans in 2012 of
$24 million for the domestic plans and less than $1
million for the foreign plans.

BNY Mellon

131

Notes to Consolidated Financial Statements (continued)

The following benefit payments for BNY Mellon’s
pension and healthcare plans, which reflect expected
future service as appropriate, are expected to be paid:

there are no readily available market quotations, we
determine fair value primarily based on pricing
sources with reasonable levels of price transparency.

Expected benefit payments
(in millions)

Domestic

Foreign

Venture capital investments and partnership interests

Pension benefits:
Year 2012
2013
2014
2015
2016
2017-2021

Total pension benefits

Healthcare benefits:
Year 2012
2013
2014
2015
2016
2017-2021

Total healthcare benefits

$ 177
183
197
213
233
1,256

$2,259

24
24
24
24
25
119

$ 240

9
11
11
13
17
101

$162

-
-
-
-
-
1

Fair value measurement of plan assets

In accordance with ASC 715, BNY Mellon has
established a three-level hierarchy for fair value
measurements of its pension plan assets based upon
the transparency of inputs to the valuation of an asset
as of the measurement date. The valuation hierarchy is
consistent with guidance in ASC 820 which is detailed
in Note 22 of the Notes to Consolidated Financial
Statements.

The following is a description of the valuation
methodologies used for assets measured at fair value,
as well as the general classification of such assets
pursuant to the valuation hierarchy.

Cash and currency

This category consists primarily of foreign currency
balances. Foreign currency is translated monthly
based on current exchange rates.

Common and preferred stock and exchange traded
funds

These types of securities are valued at the closing
price reported in the active market in which the
individual securities are traded, if available. Where

132 BNY Mellon

There are no readily available market quotations for
these funds. The fair value of the investments is based
on the Plan’s ownership percentage of the fair value
of the underlying funds as provided by the fund
managers. These funds are typically valued on a
quarterly basis. The Plan’s venture capital investments
and partnership interests are valued at NAV as a
practical expedient for fair value.

Collective trust funds

There are no readily available market quotations for
these funds. The fair value of the fund is based on the
securities in the portfolio, which typically is the
amount that the fund might reasonably expect to
receive for the securities upon a sale. These funds are
either valued on a daily or monthly basis.

Corporate debt and U.S. and sovereign government
obligations

Certain corporate debt and government obligations are
valued at the closing price reported in the active
market in which the bonds are traded. Other corporate
debt and government obligations are valued based on
yields currently available on comparable securities of
issuers with similar credit ratings. When quoted prices
are not available for identical or similar bonds, the
bonds are valued using discounted cash flows that
maximize observable inputs, such as current yields of
similar instruments, but includes adjustments for
certain risks that may not be observable, such as credit
and liquidity risks.

U.S. Treasury securities

Treasury securities are valued at the closing price
reported in the active market in which the individual
security is traded.

Funds of funds

There are no readily available market quotations for
these funds. The fair value of the fund is based on
NAVs of the funds in the portfolio, which reflects the
value of the underlying securities. The fair value of
the underlying securities is typically the amount that
the fund might reasonably expect to receive upon
selling those hard to value or illiquid securities within
the portfolios. For securities that are readily valued,

Notes to Consolidated Financial Statements (continued)

Plan assets measured at fair value on a recurring basis—
domestic plans at Dec. 31, 2010

(in millions)

Level 1 Level 2 Level 3

Collective trust funds
Common and preferred

stock

Corporate debt
obligations

U.S. and sovereign
government
obligations
Funds of funds
Venture capital and

partnership interests
Exchange traded funds

Total domestic plan

$1,181

938

777

271
-

-
3

209
-

-
-

-
134

115
-

Total
fair value

$1,181

938

777

480
134

115
3

assets, at fair value

$1,212

$2,167

$249

$3,628

Plan assets measured at fair value on a recurring basis—
foreign plans at Dec. 31, 2010

(in millions)

Level 1 Level 2 Level 3

Total
fair value

Equity funds
Sovereign/government
obligation funds
Corporate debt funds
Cash and currency
Venture capital and

partnership interests

Total foreign plan

$234

$126

$ -

$360

57
-
26

46
67
-

-
14
-

103
81
26

assets, at fair value

$317

$239

$55

$611

fair value is the closing price at the end of the period.
These funds are valued on a monthly basis.

The following tables present the fair value of each
major category of plan assets as of Dec. 31, 2011 and
Dec. 31, 2010, by captions and by ASC 820 valuation
hierarchy. There were no transfers between Level 1
and Level 2.

Plan assets measured at fair value on a recurring basis—
domestic plans at Dec. 31, 2011

(in millions)

Collective trust funds
Common and preferred

stock

Corporate debt
obligations

U.S. and sovereign
government
obligations
Funds of funds
Venture capital and

partnership interests
Exchange traded funds

Total domestic plan

Level 1 Level 2 Level 3
-
$1,070
$

893

792

385
-

-
57

83
-

-
-

-
128

121
-

Total
fair value
$1,070

893

792

468
128

121
57

assets, at fair value

$1,335

$1,945

$249

$3,529

Plan assets measured at fair value on a recurring basis—
foreign plans at Dec. 31, 2011

(in millions)

Equity funds
Sovereign/government
obligation funds
Corporate debt funds
Cash and currency
Venture capital and

partnership interests

Total foreign plan

Level 1 Level 2 Level 3
$ -

$312

$121

22
-
7

102
63
-

-
14
-

Total
fair value
$433

124
77
7

assets, at fair value

$341

$286

$54

$681

Changes in Level 3 fair value measurements

The table below includes a rollforward of the plan assets for the years ended Dec. 31, 2011 and 2010 (including
the change in fair value), for financial instruments classified in Level 3 of the valuation hierarchy.

Fair value measurements using significant unobservable inputs—domestic plans—for the year ended Dec. 31, 2011

(in millions)
Fair value at Dec. 31, 2010
Total gains or (losses):

Included in earnings (or changes in net assets)

Purchases, issuances, sales and settlements:

Purchases
Sales

Fair value at Dec. 31, 2011

The amount of total gains or (losses) included in earnings (or changes in net

assets) attributable to the changes in unrealized gains or losses

Funds of funds
$134

Venture capital and
partnership interests
$115

Total plan assets
at fair value
$249

(2)

-
(4)

$128

7
(21)

$121

7
(25)

$249

$ 10

BNY Mellon

133

Notes to Consolidated Financial Statements (continued)

Fair value measurements using significant unobservable inputs—foreign plans—for the year ended Dec. 31, 2011
Venture capital and
partnership interests
$41
1

(in millions)
Fair value at Dec. 31, 2010
Total gains or (losses) included in earnings (or changes in net assets)
Purchases, issuances, sales and settlements:

Corporate
debt funds
$14
-

Purchases
Sales
Fair value at Dec. 31, 2011

The amount of total gains or (losses) included in earnings (or changes in net

assets) attributable to the changes in unrealized gains or losses

-
-
$14

$ -

4
(6)
$40

$ 1

Total plan assets
at fair value

$55
1

4
(6)
$54

$ 1

Fair value measurements using significant unobservable inputs—domestic plans—for the year ended Dec. 31, 2010

(in millions)
Venture capital and partnership

interests
Funds of funds

Total plan assets at fair value

Fair value at
Dec. 31, 2009

Total realized/
unrealized gains
(losses)

Purchases,
issuances and
settlements, net

Transfers
in/out-of
Level 3

Fair value at
Dec. 31, 2010

Changes in
unrealized gains and
(losses) related to
plan assets held
at Dec. 31, 2010

$110
121
$231

$ 8
5
$13

$(3)
8
$ 5

$-
-
$-

$115
134
$249

$2
2
$4

Fair value measurements using significant unobservable inputs—foreign plans—for the year ended Dec. 31, 2010

(in millions)
Venture capital and partnership

interests

Corporate debt funds

Total plan assets at fair value

Fair value at
Dec. 31, 2009

Total realized/
unrealized gains
(losses)

Purchases,
issuances and
settlements, net

Transfers
in/out-of
Level 3

Fair value at
Dec. 31, 2010

Change in
unrealized gains and
(losses) related to
plan assets held
at Dec. 31, 2010

$36
13
$49

$5
1
$6

$-
-
$-

$41
14
$55

$5
1
$6

Venture capital and partnership interests and funds of
funds valued using net asset value per share

At Dec. 31, 2011, BNY Mellon had pension and post-
retirement plan assets invested in venture capital and
partnership interests and funds of funds valued using
net asset value. The fund of funds investments are
redeemable at net asset value under agreements with
the fund of funds managers.

Venture capital and partnership interests and funds of funds
valued using NAV—Dec. 31, 2011

(dollar amounts
in millions)
Venture capital

and partnership
interests (a)
Funds of funds (b)

Total

Fair
value

Unfunded
commitments

Redemption
frequency

Redemption
notice
period

$161
128
$289

$36
-
$36

N/A
Monthly

N/A
30-45 days

(a) Venture capital and partnership interests do not have

redemption rights. Distributions from such funds will be
received as the underlying investments are liquidated.
(b) Funds of funds include multi-strategy hedge funds that utilize

investment strategies that invest over both long-term
investment and short-term investment horizons.

Defined contribution plans

We have an Employee Stock Ownership Plan
(“ESOP”) covering certain domestic full-time
employees with more than one year of service. The
ESOP works in conjunction with the defined benefit
pension plan. Employees are entitled to the higher of
their benefit under the ESOP or such defined benefit
pension plan at retirement. Benefits payable under the
defined benefit pension plan are offset by the
equivalent value of benefits earned under the ESOP.

Contributions are made equal to required principal
and interest payments on borrowings by the ESOP. At
Dec. 31, 2011 and Dec. 31, 2010, the ESOP owned
7.1 million and 7.4 million shares of our stock,
respectively. The fair value of total ESOP assets was
$146 million and $228 million at Dec. 31, 2011 and
Dec. 31, 2010, respectively. There were no
contributions and no ESOP related expense in 2011,
2010 or 2009.

We have defined contribution plans, excluding the
ESOP, for which we recognized a cost of $182 million
in 2011, $163 million in 2010 and $163 million in
2009.

134 BNY Mellon

Notes to Consolidated Financial Statements (continued)

The Benefits Investment Committee appointed
Fiduciary Counselors, Inc. to serve as the independent
fiduciary to (i) make certain fiduciary decisions
related to the continued prudence of offering the
common stock of BNY Mellon or its affiliates as an
investment option under the plans other than with
respect to plan sponsor decisions, and (ii) select and
monitor any internally managed investments (active or
passive, including mutual funds) of BNY Mellon or
its affiliates to be offered to participants as investment
options under the Plan.

Note 20—Company financial information

Our bank subsidiaries are subject to dividend
limitations under the Federal Reserve Act, as well as
national and state banking laws. Under these statutes,
prior regulatory consent is required for dividends in
any year that would exceed the bank’s net profits for
such year combined with retained net profits for the
prior two years. Additionally, such bank subsidiaries
may not declare dividends in excess of net profits on
hand, as defined, after deducting the amount by which
the principal amount of all loans, on which interest is
past due for a period of six months or more, exceeds
the allowance for credit losses. The Bank of New
York Mellon, which is a New York state chartered
bank, is also prohibited from paying dividends in
excess of net profits.

The payment of dividends also is limited by minimum
capital requirements imposed on banks. As of Dec.
31, 2011, BNY Mellon’s bank subsidiaries exceeded
these minimum requirements.

The bank subsidiaries declared dividends of $156
million in 2011, $239 million in 2010 and $659
million in 2009. The Federal Reserve Board and the
OCC have issued additional guidelines that require
bank holding companies and national banks to
continually evaluate the level of cash dividends in
relation to their respective operating income, capital
needs, asset quality and overall financial condition.

a rate of cash dividends unless its net income
available to common shareholders has been sufficient
to fully fund the dividends, and the prospective rate of
earnings retention appears to be consistent with the
holding company’s capital needs, asset quality and
overall financial condition. The Federal Reserve
Board can also prohibit a dividend if payment would
constitute an unsafe or unsound banking practice. Any
increase in BNY Mellon’s ongoing quarterly
dividends would require approval from the Federal
Reserve. The Federal Reserve’s current guidance
provides that, for large bank holding companies like
us, dividend payout ratios exceeding 30% of projected
after-tax net income will receive particularly close
scrutiny.

On Nov. 22, 2011, the Federal Reserve issued a final
rule requiring U.S. bank holding companies with total
consolidated assets of $50 billion or more, like BNY
Mellon, to submit annual capital plans for review. The
Federal Reserve will evaluate the bank holding
companies’ capital adequacy, internal capital
adequacy assessment processes, and their plans to
make capital distributions, such as dividend payments
or stock repurchases.

BNY Mellon’s capital plan was filed with the Federal
Reserve on Jan. 9, 2012. The comprehensive capital
plan, which was prepared using Basel I capital
guidelines, included internally developed baseline and
stress projections as well as supervisory baseline and
stress projections using macroeconomic assumptions
provided by the Federal Reserve. We also provided
the Federal Reserve with projections covering the
time period it will take the Company to fully comply
with Basel III capital guidelines, including the 7%
Tier 1 common equity, 8.5% Tier 1 capital, and 3%
leverage ratios.

The Federal Reserve is expected to provide an initial
response to the capital plan and proposed capital
actions, such as dividend payments and share
repurchases, no later than March 15, 2012 and more
general feedback on the comprehensive capital plan
and capital adequacy processes by April 30, 2012.

To address capital actions planned for prior to
March 15, 2012, the bank holding companies were
given the opportunity to review and confirm in
December 2011 that the Federal Reserve had no
objection to such actions.

The Federal Reserve Board policy with respect to the
payment of cash dividends by bank holding
companies provides that, as a matter of prudent
banking, a bank holding company should not maintain

The Federal Reserve Act limits and requires collateral
for extensions of credit by our insured subsidiary
banks to BNY Mellon and certain of its non-bank

BNY Mellon

135

Notes to Consolidated Financial Statements (continued)

The Parent’s condensed financial statements are as
follows:

Condensed Income Statement—The Bank of
New York Mellon Corporation (Parent
Corporation)

(in millions)

Dividends from bank

subsidiaries

Dividends from nonbank

subsidiaries

Interest revenue from bank

subsidiaries

Interest revenue from

nonbank subsidiaries

Gain (loss) on securities held

for sale
Other revenue

Total revenue

Interest (including $13, $14
and $23 to subsidiaries)

Other expense

Total expense

Income (loss) before income

taxes and equity in
undistributed net income of
subsidiaries

Provision (benefit) for income

taxes

Equity in undistributed net

income (loss):
Bank subsidiaries
Nonbank subsidiaries

Net income (loss)
Redemption charge and
preferred dividends

Net income (loss) applicable
to common shareholders of
The Bank of New York
Mellon Corporation

Year ended Dec. 31,
2010 (a)

2011

2009 (a)

$ 120

$ 200

611

211

130

17
51

583

282
138

420

163

211

131

5
73

694

285
221

506

176

228

146

(2)
81

1,240

366
338

704

188

536

(465)

(357)

1,781
638

2,516

1,630
235

2,518

(2,271)
294

(1,084)

(283)

$2,516

$2,518

$(1,367)

(a)

Includes the results of discontinued operations.

affiliates. Also, there are restrictions on the amounts
of investments by such banks in stock and other
securities of BNY Mellon and such affiliates, and
restrictions on the acceptance of their securities as
collateral for loans by such banks. Extensions of
credit by the banks to each of our affiliates are limited
to 10% of such bank’s regulatory capital, and in the
aggregate for BNY Mellon and all such affiliates to
20%, and collateral must be between 100% and 130%
of the amount of the credit, depending on the type of
collateral.

Our insured subsidiary banks are required to maintain
reserve balances with Federal Reserve Banks under
the Federal Reserve Act and Regulation D. Required
balances averaged $4.3 billion and $2.2 billion for the
years 2011 and 2010, respectively.

In the event of impairment of the capital stock of one
of the Parent’s national banks or The Bank of New
York Mellon, the Parent, as the banks’ stockholder,
could be required to pay such deficiency.

The Parent guarantees the debt issued by Mellon
Funding Corporation, a wholly-owned financing
subsidiary of the Company. The Parent also
guarantees committed and uncommitted lines of credit
of Pershing LLC and Pershing Limited subsidiaries.
The Parent guarantees described above are full and
unconditional and contain the standard provisions
relating to parent guarantees of subsidiary debt.
Additionally, the Parent guarantees or indemnifies
obligations of its consolidated subsidiaries as needed.
Generally there are no stated notional amounts
included in these indemnifications and the
contingencies triggering the obligation for
indemnification are not expected to occur. As a result,
we are unable to develop an estimate of the maximum
payout under these indemnifications. However, we
believe the possibility is remote that we will have to
make any material payment under these guarantees
and indemnifications.

136 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Condensed Balance Sheet—The Bank of
New York Mellon Corporation (Parent
Corporation)

Condensed Statement of Cash Flows—The
Bank of New York Mellon Corporation (Parent
Corporation)

(in millions)

Assets:
Cash and due from banks
Securities
Loans—net of allowance
Investment in and advances to

subsidiaries and associated companies:

Banks
Other

Subtotal

Corporate-owned life insurance
Other assets

Total assets

Liabilities:
Deferred compensation
Commercial paper
Affiliate borrowings
Other liabilities
Long-term debt

Total liabilities

Shareholders’ equity

Total liabilities and shareholders’

equity

Dec. 31,

2011

2010

$ 4,884
188
20

$ 3,452
219
52

29,169
20,930

50,099

666
3,009

26,349
20,578

46,927

650
3,014

$58,866

$54,314

492
10
3,407
2,735
18,805

25,449

33,417

497
10
3,344
2,682
15,427

21,960

32,354

$58,866

$54,314

(in millions)
Operating activities:
Net income (loss)
Adjustments to reconcile net

income to net cash provided
by/ (used in) operating
activities:
Amortization
Equity in undistributed net

(income)/loss of
subsidiaries

Change in accrued interest

receivable

Change in accrued interest

payable

Change in taxes payable (a)
Other, net

Net cash provided by/(used
in) operating activities

Investing activities:
Purchases of securities
Proceeds from sales of

securities
Change in loans
Acquisitions of, investments in,
and advances to subsidiaries

Other, net

Net cash used in investing

activities
Financing activities:
Net change in commercial paper
Proceeds from issuance of long-

term debt

Repayments of long-term debt
Change in advances from

subsidiaries

Issuance of common stock
Treasury stock acquired
Cash dividends paid
Series B preferred stock

repurchased

Warrant repurchased
Tax benefit realized on share
based payment awards

Net cash provided by/(used
in) financing activities
Change in cash and due from

banks

Cash and due from banks at

beginning of year

Cash and due from banks at end

Year ended Dec. 31,
2010

2011

2009

$ 2,516

$ 2,518

$(1,084)

(2,419)

(1,865)

1,977

(22)

11
168
(80)

2
(321)
179

187

529

(50)

101
32

(5)

43
61

(611)
-

(1,002)
208

(528)

(695)

(2)

5,042
(1,911)

1,347
(2,614)

63
43
(873)
(593)

(10)
728
(41)
(440)

-
-

1,773

(1,031)

1,432

(1,197)

(41)

(1)
(482)
(455)

(73)

(9)

129
110

(566)
-

(336)

(4)

3,350
(1,277)

59
1,387
(28)
(673)

(3,000)
(136)

(318)

(727)

3,452

4,649

5,376

of year

$ 4,884

$ 3,452

$ 4,649

Supplemental disclosures
Interest paid
Income taxes paid
Income taxes refunded

$
$

293
212
123

$
$

367

284
$
442 (b) $ 1,013 (b)
609 (b)
178 (b)

(a)

(b)

Includes payments received from subsidiaries for taxes of
$501 million in 2011, $900 million in 2010, and $967 million
in 2009.
Includes discontinued operations.

BNY Mellon

137

Notes to Consolidated Financial Statements (continued)

Note 21—Fair value of financial instruments

Securities, trading activities, and hedging derivatives

The carrying amounts of our financial instruments
(i.e., monetary assets and liabilities) are determined
under different accounting methods—see Note 1 of
the Notes to the Consolidated Financial Statements.

The following disclosure discusses these instruments
on a uniform fair value basis. However, active
markets do not exist for a significant portion of these
instruments, principally loans and interest-bearing
deposits with banks. As a result, fair value
determinations require significant subjective
judgments regarding future cash flows. Other
judgments would result in different fair values.
Among the assumptions we used are discount rates
ranging principally from 0.01% to 4.17% at Dec. 31,
2011, and 0.12% to 6.46% at Dec. 31, 2010. The fair
value information supplements the basic financial
statements and other traditional financial data
presented throughout this report.

Note 22, “Fair value measurement” presents assets
and liabilities measured at fair value by the three level
valuation hierarchy established under ASC 820. Note
23, “Fair value option” presents the instruments for
which fair value accounting was elected and the
corresponding income statement impact of those
instruments. A summary of the practices used for
determining fair value is as follows.

Interest-bearing deposits with the Federal Reserve
and other central banks, and federal funds sold and
securities purchased under resale agreements

The fair value of interest-bearing deposits with the
Federal Reserve and other central banks and federal
funds sold and securities purchased under resale
agreements is assumed to equal carrying value due to
their short maturity.

Interest-bearing deposits with banks

The fair value of interest-bearing deposits with banks
is based on discounted cash flows.

The fair value of securities and trading assets and
liabilities is based on quoted market prices, dealer
quotes, or pricing models. Fair value amounts for
hedging derivatives, such as options, futures and
forward rate contracts, commitments to purchase and
sell foreign exchange, and foreign currency swaps, are
similarly determined. The fair value of OTC interest
rate swaps is the discounted value of projected future
cash flows, adjusted for other factors including, but
not limited to and if applicable, optionality and
implied volatilities, as well as counterparty credit.

Loans

For residential mortgage loans, fair value is estimated
using discounted cash flow analyses, adjusting where
appropriate for prepayment estimates, using interest
rates currently being offered for loans with similar
terms and maturities to borrowers. To determine the
fair value of other types of loans, BNY Mellon uses
discounted cash flows using current market rates.

Other financial assets

Other financial assets primarily include cash and due
from banks, and corporate/bank-owned life insurance.
The fair value of cash and due from banks is assumed
to equal carrying value due to their short-term nature.
The fair value of corporate/bank-owned life insurance
is based on the insurance contract cash surrender
value.

Deposits, federal funds purchased and securities sold
under repurchase agreements, borrowings and long-
term debt

The fair value of noninterest-bearing deposits, federal
funds purchased and securities sold under repurchase
agreements, and payables to customers and broker-
dealers is assumed to be their carrying amount. The
fair value of interest-bearing deposits, borrowings,
and long-term debt is based upon current rates for
instruments of the same remaining maturity or quoted
market prices for the same or similar issues.

138 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Summary of financial instruments

Dec. 31, 2011

Dec. 31, 2010

Carrying
amount

Estimated
fair value

Carrying
amount

Estimated
fair value

The table below summarizes the carrying amount of
the hedged financial instruments, the notional amount
of the hedge and the estimated fair value (unrealized
gain (loss)) of the derivatives.

$ 90,243 $ 90,243 $ 18,549 $ 18,549

(in millions)

Hedged financial instruments

Carrying
amount

Notional
amount
of hedge

Unrealized

Gain (Loss)

(in millions)
Assets:

Interest-bearing deposits

with the Federal
Reserve and other
central banks

Interest-bearing deposits

with banks

Federal funds sold and
securities purchased
under resale
agreements

Securities
Trading assets
Loans
Hedging derivatives:

Interest rate contracts
Foreign exchange

contracts
Total hedging
derivatives

Other financial assets

Total financial assets
Assets of discontinued

operations

Assets of consolidated

investment
management funds –
primarily trading
Non-financial assets
Total assets

Liabilities:

Noninterest-bearing

36,321

36,382

50,200

50,253

4,510
84,665
7,861
40,976

4,510
84,802
7,861
41,186

5,169
68,950
6,276
34,163

5,169
68,504
6,276
34,241

965

635

965

635

834

1,600
9,004

836
8,283
275,180 275,588 192,426 192,111

836
8,283

1,600
9,004

278

11,347
38,739
$325,266

11,347

14,766
39,789
$247,259

14,766

deposits

$ 95,335 $ 95,335 $ 38,703 $ 38,703
Interest-bearing deposits 123,759 123,760 106,636 107,417
Federal funds purchased
and securities sold
under repurchase
agreements
Trading liabilities
Payables to customers
and broker-dealers

5,602
6,911

6,267
8,071

5,602
6,911

12,671
2,376
19,933

12,671
2,376
20,459

9,962
2,997
16,517

9,962
2,997
17,120

Borrowings
Long-term debt
Hedging derivatives:

Interest rate contracts
Foreign exchange

contracts
Total hedging
derivatives

Total financial
liabilities
Liabilities of

consolidated
investment
management funds
– primarily trading
Non-financial liabilities

Total liabilities

298

319

298

319

116

160

116

160

268,731 269,258 187,488 188,872

10,085
12,249
$291,065

10,085

13,563
13,051
$214,102

13,563

At Dec. 31, 2011:

Interest-bearing deposits

with banks

Securities available-for-sale
Deposits
Long-term debt

At Dec. 31, 2010:

Interest-bearing deposits with

$ 8,789 $ 8,789 $441 $ (17)
(289)
4,009
-
10
(9)
14,262

4,354
10
15,048

-
1
964

banks

Securities available-for-sale
Deposits
Long-term debt

$ 6,763 $ 6,763 $

- $

2,170
27
12,540

2,168
25
11,774

51
3
780

-
(3)
-
(41)

Note 22—Fair value measurement

The guidance related to “Fair Value Measurement,”
included in ASC 820 defines fair value as the price
that would be received to sell an asset, or paid to
transfer a liability, in an orderly transaction between
market participants at the measurement date and
establishes a framework for measuring fair value. It
establishes a three-level hierarchy for fair value
measurements based upon the transparency of inputs
to the valuation of an asset or liability as of the
measurement date and expands the disclosures about
instruments measured at fair value. ASC 820 requires
consideration of a company’s own creditworthiness
when valuing liabilities.

The standard provides a consistent definition of fair
value, which focuses on exit price in an orderly
transaction (that is, not a forced liquidation or
distressed sale) between market participants at the
measurement date under current market conditions. If
there has been a significant decrease in the volume
and level of activity for the asset or liability, a change
in valuation technique or the use of multiple valuation
techniques may be appropriate. In such instances,
determining the price at which willing market
participants would transact at the measurement date
under current market conditions depends on the facts
and circumstances and requires the use of significant
judgment. The objective is to determine from
weighted indicators of fair value a reasonable point
within the range that is most representative of fair
value under current market conditions.

BNY Mellon

139

Notes to Consolidated Financial Statements (continued)

Determination of fair value

Following is a description of our valuation
methodologies for assets and liabilities measured at
fair value. We have established processes for
determining fair values. Fair value is based upon
quoted market prices in active markets, where
available. For financial instruments where quotes
from recent exchange transactions are not available,
we determine fair value based on discounted cash
flow analysis, comparison to similar instruments, and
the use of financial models. Discounted cash flow
analysis is dependent upon estimated future cash
flows and the level of interest rates. Model-based
pricing uses inputs of observable prices, where
available, for interest rates, foreign exchange rates,
option volatilities and other factors. Models are
benchmarked and validated by an independent internal
risk management function. Our valuation process
takes into consideration factors such as counterparty
credit quality, liquidity, concentration concerns, and
observability of model parameters. Valuation
adjustments may be made to ensure that financial
instruments are recorded at fair value.

Most derivative contracts are valued using internally
developed models which are calibrated to observable
market data and employ standard market pricing
theory for their valuations. An initial “risk-neutral”
valuation is performed on each position assuming
time-discounting based on a AA credit curve. Then, to
arrive at a fair value that incorporates counterparty
credit risk, a credit adjustment is made to these results
by discounting each trade’s expected exposures to the
counterparty using the counterparty’s credit spreads,
as implied by the credit default swap market. We also
adjust expected liabilities to the counterparty using
BNY Mellon’s own credit spreads, as implied by the
credit default swap market. Accordingly, the valuation
of our derivative position is sensitive to the current
changes in our own credit spreads as well as those of
our counterparties.

In certain cases, recent prices may not be observable
for instruments that trade in inactive or less active
markets. Upon evaluating the uncertainty in valuing
financial instruments subject to liquidity issues, we
make an adjustment to their value. The determination
of the liquidity adjustment includes the availability of
external quotes, the time since the latest available
quote and the price volatility of the instrument.

Certain parameters in some financial models are not
directly observable and, therefore, are based on
management’s estimates and judgments. These
financial instruments are normally traded less

140 BNY Mellon

actively. We apply valuation adjustments to mitigate
the possibility of error and revision in the model based
estimate value. Examples include products where
parameters such as correlation and recovery rates are
unobservable.

The methods described above for instruments that
trade in inactive or less active markets may produce a
current fair value calculation that may not be
indicative of net realizable value or reflective of future
fair values. We believe our methods of determining
fair value are appropriate and consistent with other
market participants. However, the use of different
methodologies or different assumptions to value
certain financial instruments could result in a different
estimate of fair value.

Valuation hierarchy

ASC 820 established a three-level valuation hierarchy
for disclosure of fair value measurements based upon
the transparency of inputs to the valuation of an asset
or liability as of the measurement date. The three
levels are described below.

Level 1: Inputs to the valuation methodology are
recent quoted prices (unadjusted) for identical assets
or liabilities in active markets. Level 1 assets and
liabilities include debt and equity securities and
derivative financial instruments actively traded on
exchanges and U.S. Treasury securities and U.S.
Government securities that are actively traded in
highly liquid over-the-counter markets.

Level 2: Observable inputs other than Level 1 prices,
for example, quoted prices for similar assets and
liabilities in active markets, quoted prices for identical
or similar assets or liabilities in markets that are not
active, and inputs that are observable or can be
corroborated, either directly or indirectly, for
substantially the full term of the financial instrument.
Level 2 assets and liabilities include debt instruments
that are traded less frequently than exchange traded
securities and derivative instruments whose model
inputs are observable in the market or can be
corroborated by market observable data. Examples in
this category are certain variable and fixed rate agency
and non-agency securities, corporate debt securities
and derivative contracts.

Level 3: Inputs to the valuation methodology are
unobservable and significant to the fair value
measurement. Examples in this category include
interests in certain securitized financial assets, certain
private equity investments, and derivative contracts
that are highly structured or long-dated.

Notes to Consolidated Financial Statements (continued)

A financial instrument’s categorization within the
valuation hierarchy is based upon the lowest level of
input that is significant to the fair value measurement.

Following is a description of the valuation
methodologies used for instruments measured at fair
value, as well as the general classification of such
instruments pursuant to the valuation hierarchy.

Securities

Where quoted prices are available in an active market,
we classify the securities within Level 1 of the
valuation hierarchy. Securities are defined as both
long and short positions. Level 1 securities include
highly liquid government bonds, money market
mutual funds and exchange-traded equities.

If quoted market prices are not available, we estimate
fair values using pricing models, quoted prices of
securities with similar characteristics or discounted
cash flows. Examples of such instruments, which
would generally be classified within Level 2 of the
valuation hierarchy, include certain agency and
non-agency mortgage-backed securities, commercial
mortgage-backed securities and European floating rate
notes.

For securities where quotes from recent transactions
are not available for identical securities, we determine
fair value primarily based on pricing sources with
reasonable levels of price transparency that employ
financial models or obtain comparison to similar
instruments to arrive at “consensus” prices.

Specifically, the pricing sources obtain recent
transactions for similar types of securities (e.g.,
vintage, position in the securitization structure) and
ascertain variables such as discount rate and speed of
prepayment for the types of transaction and apply
such variables to similar types of bonds. We view
these as observable transactions in the current
marketplace and classify such securities as Level 2.
Pricing sources discontinue pricing any specific
security whenever they determine there is insufficient
observable data to provide a good faith opinion on
price.

For securities with bond insurance, the financial
strength of the insurance provider is analyzed and that
information is included in the fair value assessment
for such securities.

In certain cases where there is limited activity or less
transparency around inputs to the valuation, we
classify those securities in Level 3 of the valuation
hierarchy. Securities classified within Level 3
primarily include other debt securities and securities
of state and political subdivisions.

At Dec. 31, 2011, approximately 99% of our
securities were valued by pricing sources with
reasonable levels of price transparency. Less than 1%
of our securities were priced based on economic
models and non-binding dealer quotes, and are
included in Level 3 of the ASC 820 hierarchy.

Consolidated collateralized loan obligations

BNY Mellon values assets in consolidated CLOs
using observable market prices observed from the
secondary loan market. The returns to the note holders
are solely dependent on the assets and accordingly
equal the value of those assets. Based on the structure
of the CLOs, the valuation of the assets is attributable
to the senior note holders. Changes in the values of
assets and liabilities are reflected in the income
statement as investment income and interest of
investment management fund note holders,
respectively.

Derivatives

We classify exchange-traded derivatives valued using
quoted prices in Level 1 of the valuation hierarchy.
Examples include exchanged-traded equity and
foreign exchange options. Since few other classes of
derivative contracts are listed on an exchange, most of
our derivative positions are valued using internally
developed models that use as their basis readily
observable market parameters and we classify them in
Level 2 of the valuation hierarchy. Such derivatives
include basic swaps and options and credit default
swaps.

Derivatives valued using models with significant
unobservable market parameters in markets that lack
two-way flow, are classified in Level 3 of the
valuation hierarchy. Examples include long-dated
interest rate or currency swaps and options, where
parameters may be unobservable for longer maturities;
and certain products, where correlation rates are
unobservable. The fair value of these derivatives
compose less than 1% of our derivative financial

BNY Mellon

141

Notes to Consolidated Financial Statements (continued)

instruments. Additional disclosures of derivative
instruments are provided in Note 25 of the Notes to
Consolidated Financial Statements.

obligations (e.g., obligation to meet cash calls), we
generally classify them in Level 3 of the valuation
hierarchy.

Loans and unfunded lending-related commitments

Certain interests in securitizations

Where quoted market prices are not available, we
generally base the fair value of loans and unfunded
lending-related commitments on observable market
prices of similar instruments, including bonds, credit
derivatives and loans with similar characteristics. If
observable market prices are not available, we base
the fair value on estimated cash flows adjusted for
credit risk which are discounted using an interest rate
appropriate for the maturity of the applicable loans or
the unfunded lending-related commitments.

For certain interests in securitizations which are
classified in securities available-for-sale, trading
assets and long-term debt, we use discounted cash
flow models which generally include assumptions of
projected finance charges related to the securitized
assets, estimated net credit losses, prepayment
assumptions and estimates of payments to third-party
investors. When available, we compare our fair value
estimates and assumptions to market activity and to
the actual results of the securitized portfolio.

Unrealized gains and losses on unfunded lending-
related commitments carried at fair value are
classified in Other assets and Other liabilities,
respectively. Loans and unfunded lending-related
commitments carried at fair value are generally
classified within Level 2 of the valuation hierarchy.

Seed capital

In our Investment Management business we manage
investment assets, including equities, fixed income,
money market and alternative investment funds for
institutions and other investors; as part of that activity
we make seed capital investments in certain funds.
Seed capital is included in other assets. When
applicable, we value seed capital based on the
published NAV of the fund. We include funds in
which ownership interests in the fund are publicly
traded in an active market and institutional funds in
which investors trade in and out daily in Level 1 of
the valuation hierarchy. We include open-end funds
where investors are allowed to sell their ownership
interest back to the fund less frequently than daily and
where our interest in the fund contains no other rights
or obligations in Level 2 of the valuation hierarchy.
However, we generally include investments in funds
that allow investors to sell their ownership interest
back to the fund less frequently than monthly in Level
3, unless actual redemption prices are observable.

For other types of investments in funds, we consider
all of the rights and obligations inherent in our
ownership interest, including the reported NAV as
well as other factors that affect the fair value of our
interest in the fund. To the extent the NAV
measurements reported for the investments are based
on unobservable inputs or include other rights and

142 BNY Mellon

Private equity investments

Our Other segment includes holdings of nonpublic
private equity investment through funds managed by
third-party investment managers. We value private
equity investments initially based upon the transaction
price, which we subsequently adjust to reflect
expected exit values as evidenced by financing and
sale transactions with third parties or through ongoing
reviews by the investment managers.

Private equity investments also include publicly held
equity investments, generally obtained through the
initial public offering of privately held equity
investments. These equity investments are often held
in a partnership structure. Publicly held investments
are marked-to-market at the quoted public value less
adjustments for regulatory or contractual sales
restrictions or adjustments to reflect the difficulty in
selling a partnership interest.

Discounts for restrictions are quantified by analyzing
the length of the restriction period and the volatility of
the equity security. Publicly held private equity
investments are primarily classified in Level 2 of the
valuation hierarchy.

The following tables present the financial instruments
carried at fair value at Dec. 31, 2011 and 2010, by
caption on the consolidated balance sheet and by ASC
820 valuation hierarchy (as described above). We
have included credit ratings information in certain of
the tables because the information indicates the degree
of credit risk to which we are exposed, and significant
changes in ratings classifications could result in
increased risk for us. There were no material transfers
between Level 1 and Level 2 during 2011.

Notes to Consolidated Financial Statements (continued)

Assets and liabilities measured at fair value on a recurring basis at Dec. 31, 2011

(dollar amounts in millions)
Available-for-sale securities:

U.S. Treasury
U.S. Government agencies
Sovereign debt
State and political subdivisions (b)
Agency RMBS
Alt-A RMBS
Prime RMBS
Subprime RMBS
Other RMBS
Commercial MBS
Asset-backed CLOs
Other asset-backed securities
Equity securities
Money market funds (b)
Other debt securities
Foreign covered bonds
Alt-A RMBS (c)
Prime RMBS (c)
Subprime RMBS (c)

Total available-for-sale

Trading assets:

Debt and equity instruments (d)
Derivative assets:
Interest rate
Foreign exchange
Equity
Other

Total derivative assets
Total trading assets

Loans
Other assets (e)

Subtotal assets of operations at fair value
Percentage of assets prior to netting

Assets of consolidated investment management funds:

Trading assets
Other assets

Total assets of consolidated investment management funds
Total assets
Percentage of assets prior to netting

Trading liabilities:

Debt and equity instruments
Derivative liabilities:

Interest rate
Foreign exchange
Equity

Total derivative liabilities
Total trading liabilities

Long-term debt (b)
Other liabilities (f)

Subtotal liabilities at fair value
Percentage of liabilities prior to netting

Liabilities of consolidated investment management funds:

Trading liabilities
Other liabilities

Total liabilities of consolidated investment management funds
Total liabilities
Percentage of liabilities prior to netting

Level 1

Level 2

Level 3

Netting (a)

Total carrying
value

$17,326
-
44
-
-
-
-
-
-
-
-
-
9
973
-
1,820
-
-
-
20,172

-
958
11,910
2,694
26,796
273
815
418
903
3,339
1,444
532
21
-
4,360
605
1,879
1,175
125
58,247

485

1,655

164
4,519
91
-
4,774
5,259
-
672
26,103

26,434
113
284
3
26,834
28,489
10
1,019
87,765

22.9%

76.8%

-
-
-
45
-
-
-
-
-
-
-
-
-
-
3
-
-
-
-
48

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

54
-
43
-
97
160
-
157
365
0.3%

N/A
N/A
N/A
N/A
(26,047) (g)
(26,047)
-
-
(26,047)

323
453
776
$26,879

10,428
143
10,571
$98,336

-
-
-
$365

-
-
-
$(26,047)

21.4%

78.3%

0.3%

$17,326
958
11,954
2,739
26,796
273
815
418
903
3,339
1,444
532
30
973
4,363
2,425
1,879
1,175
125
78,467

2,203

5,658
7,861
10
1,848
88,186

10,751
596
11,347
$99,533

418

537

955

-
4,311
55
4,366
4,784
-
14
4,798
14.2%

27,201
44
200
27,445
27,982
326
368
28,676

84.9%

239
-
75
314
314
-
-
314
0.9%

N/A
N/A
N/A
(25,009) (g)
(25,009)
-
-
(25,009)

-
2
2
$ 4,800

10,053
30
10,083
$38,759

-
-
-
$314

-
-
-
$(25,009)

10.9%

88.4%

0.7%

7,116
8,071
326
382
8,779

10,053
32
10,085
$18,864

(a) ASC 815 permits the netting of derivative receivables and derivative payables under legally enforceable master netting agreements and permits the

netting of cash collateral.
Includes certain interests in securitizations.

(b)
(c) Previously included in the Grantor Trust.
(d)
(e)
(f)

Includes loans classified as trading assets and certain interests in securitizations.
Includes private equity investments, seed capital, a brokerage account, and derivatives in designated hedging relationships.
Includes the fair value adjustment for certain unfunded lending-related commitments and derivatives in designated hedging relationships and support
agreements.

(g) Netting cannot be disaggregated by product.

BNY Mellon

143

Notes to Consolidated Financial Statements (continued)

Assets and liabilities measured at fair value on a recurring basis at
Dec. 31, 2010

(dollar amounts in millions)
Available-for-sale securities:

Total securities available-for-sale

Trading assets:

Debt and equity instruments (d)
Derivative assets:
Interest rate
Foreign exchange
Equity
Other

Total derivative assets
Total trading assets

Loans
Other assets (e)

Subtotal assets of operations at fair value
Percentage of assets prior to netting

Assets of consolidated investment management funds:

Trading assets
Other assets

Total assets of consolidated investment management funds
Total assets
Percentage of assets prior to netting

Trading liabilities:

Debt and equity instruments
Derivative liabilities:

Interest rate
Foreign exchange
Equity
Other

Total derivative liabilities
Total trading liabilities

Long-term debt (b)
Other liabilities (f)

Subtotal liabilities at fair value
Percentage of liabilities prior to netting

Liabilities of consolidated investment management funds:

Trading liabilities
Other liabilities

Total liabilities of consolidated investment management funds
Total liabilities
Percentage of liabilities prior to netting

Level 1

Level 2

Level 3

Netting (a)

Total carrying
value

$12,609
-
27
-
-
-
-
-
-
-
-
-
18
2,538
91
2,260
-
-
-
17,543

-
1,005
8,522
498
19,727
470
1,227
508
1,331
2,639
249
539
29
-
3,193
608
2,513
1,825
158
45,041

1,598

710

272
3,561
79
1
3,913
5,511
-
52
$23,106

15,260
100
370
1
15,731
16,441
-
910
$62,392

-
-
-
10
-
-
-
-
-
-
-
-
-
-
58
-
-
-
-
68

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

119
-
-
-
119
151
6
113
$338

N/A
N/A
N/A
N/A
(15,827) (g)
(15,827)
-
-
$(15,827)

26.9%

72.7%

0.4%

279
499
778
$23,884

13,842
144
13,986
$76,378

-
2
2
$340

-
-
-
$(15,827)

23.8%

75.9%

0.3%

$12,609
1,005
8,549
508
19,727
470
1,227
508
1,331
2,639
249
539
47
2,538
3,342
2,868
2,513
1,825
158
62,652

2,340

3,936
6,276
6
1,075
$70,009

14,121
645
14,766
$84,775

$ 1,277

443

$ 1,726

-
3,648
54
-
3,702
4,979
-
115
$ 5,094

16,126
59
304
4
16,493
16,936
269
473
$17,678

149
-
22
-
171
177
-
2
$179

N/A
N/A
N/A
N/A
(15,181) (g)
(15,181)
-
-
$(15,181)

22.2%

77.0%

0.8%

-
2
2
$ 5,096

13,561
-
13,561
$31,239

-
-
-
$179

-
-
-
$(15,181)

14.0%

85.5%

0.5%

5,185
6,911
269
590
$ 7,770

13,561
2
13,563
$21,333

(a) ASC 815 permits the netting of derivative receivables and derivative payables under legally enforceable master netting agreements and permits the

netting of cash collateral.
Includes certain interests in securitizations.

(b)
(c) Previously included in the Grantor Trust.
(d)
(e)
(f)

Includes loans classified as trading assets and certain interests in securitizations.
Includes private equity investments, seed capital and derivatives in designated hedging relationships.
Includes the fair value adjustment for certain unfunded lending-related commitments and derivatives in designated hedging relationships and support
agreements.

(g) Netting cannot be disaggregated by product.

144 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Details of certain items measured at fair value on
a recurring basis

(dollar amounts in millions)
Alt-A RMBS, originated in:

2006-2007
2005
2004 and earlier

Total Alt-A RMBS
Prime RMBS, originated in:

2007
2006
2005
2004 and earlier

Total prime RMBS

Subprime RMBS, originated in:

2007
2005
2004 and earlier

Total subprime RMBS

Commercial MBS—Domestic, originated in:

2009-2011
2008
2007
2006
2005
2004 and earlier

Total commercial MBS—Domestic

Foreign covered bonds:

Germany
Canada
Other

Total foreign covered bonds

European floating rate notes—available-for-sale:

United Kingdom
Ireland
Italy
Luxembourg
Australia
Germany
Netherlands
France

Total European floating rate notes—available-for-sale

Sovereign debt:

United Kingdom
France
Germany
Netherlands
Other

Total sovereign debt
Alt-A RMBS (b), originated in:

2007
2006
2005
2004 and earlier

Total Alt-A RMBS (b)
Prime RMBS (b), originated in:

2007
2006
2005
2004 and earlier

Total prime RMBS (b)

Subprime RMBS (b), originated in:

2007
2006
2005
2004 and earlier

Total subprime RMBS (b)

Dec. 31, 2011

Ratings

Dec. 31, 2010

Ratings

Total
carrying

value (a)

AAA/
AA-

A+/
A-

BBB+/
BBB-

BB+ and
lower

Total
carrying

value (a)

AAA/
AA-

A+/
A-

BBB+/
BBB-

BB+ and
lower

99
113
61
273

121
75
230
389
815

2
82
334
418

200
25
789
892
696
403
$ 3,005

$ 1,461
795
169
$ 2,425

686
203
150
140
101
93
47
9
$ 1,429

$ 4,526
2,790
2,347
2,230
61
$11,954

554
488
628
209
$ 1,879

370
308
465
32
$ 1,175

3
74
11
37
125

-% -%
-
27
6% 3% 11%

-%
-
47

-
13

38% 4%

-
-
38

-
32
29
28% 19%

-%
-
-
11
5%

-% 2% 98%

12
15

23
5
8% 14% 21%

29
18

100% -%
16
66
85
94
97
84% 14%

84
26
15
6
2

99% 1%
100
100
100% -%

-
-

72% 28%

-%
-
8
-
-
1
2%

-%
-
-
-%

50
-
100
9
6
65
-

-
100
-
91
21
35
100
55% 34% 11%

47
-
-
-
73
-
-

100% -%
100
100
100
97
100% -%

-
-
-
3

-% -%
-
5
-
2% -%

-
-
4

-% -%
-
-
9
-% 2%

-
4
-

-% -%
-
-
5
2% 10%

-
-
34

-%
-
-
-
-
-%

-%
-
1
27

-%
-
-
22

-%
-
-
-
-%

100% $ 187
100
209
13
74
80% $ 470

58% $ 254
100
166
68
310
22
497
48% $1,227

-% $

5
36
97
62
406
57% $ 508

-%
-
25

-%
-
70
11% 4%

50% 28%

39
-
12

-
39
79
52% 16%

-% 8%

12
13

25
74
64% 13%

-% $
-
-
-
-
685
-
582
-
489
-
528
-% $2,284

-%
-
8
10
-
-

-%
-
83
90
100
100
92% 5%

-% $2,260
-
608
-
-
-% $2,868

99% 1%
100
-
100%

-
-
-%

-% $ 838
3
299
-
218
-
143
-
136
-
113
-
150
-
10
-% $1,907

-% $3,214
-
1,845
-
3,065
-
396
-
29
-% $8,549

100% $ 792
100
660
94
820
69
241
95% $2,513

100% $ 679
100
431
96
672
69
43
97% $1,825

100% $
15
100
89
100
13
61
41
88% $ 158

99% 1%
92
100
-
100
31
78
100
85% 15%

8
-
100
-
69
22
-

100%
100
100
100
93
100%

-%
-
-
-
6
-%

-%
-
2
22

-%
-
-
46

3% 4%

-%
-
5
47

-%
-
2
49
2% 3%

-%
-
-
53
14%

-%
-
-
-
-%

-%
-
5
1%

7%
-
14
6
8%

92%
12
5
7%

-%
-
9
-
-
-
3%

-%
-
-
-%

-%
-
-
-
-
-
-
-
-%

-%
-
-
-
-
-%

-%
-
4
19

-%
-
1
-
-%

-%
-
-
-
-%

100%
100
-
84%

15%
61
47
3
24%

51
8
16%

-%
-
-
-
-
-
-%

-%
-
-
-%

-%
-
-
-
-
-
-
-
-%

-%
-
-
-
1
-%

100%
100
94
13
90%

100%
100
92
4
95%

100%
100
100
47
86%

(a) At Dec. 31, 2011 and Dec. 31, 2010, the German foreign covered bonds were considered Level 1 in the valuation hierarchy. All other assets in the table

above are primarily Level 2 assets in the valuation hierarchy.

(b) Previously included in the Grantor Trust.

BNY Mellon

145

Notes to Consolidated Financial Statements (continued)

Changes in Level 3 fair value measurements

The tables below include a roll forward of the balance
sheet amounts for the years ended Dec. 31, 2011 and
2010 (including the change in fair value), for financial
instruments classified in Level 3 of the valuation
hierarchy.

Our classification of a financial instrument in Level 3
of the valuation hierarchy is based on the significance
of the unobservable factors to the overall fair value
measurement. However, these instruments generally

Fair value measurements for assets using significant
unobservable inputs for the year ended Dec. 31, 2011

include other observable components that are actively
quoted or validated to third-party sources;
accordingly, the gains and losses in the table below
include changes in fair value due to observable
parameters as well as the unobservable parameters in
our valuation methodologies. We also frequently
manage the risks of Level 3 financial instruments
using securities and derivatives positions that are
Level 1 or 2 instruments which are not included in the
table; accordingly, the gains or losses below do not
reflect the effect of our risk management activities
related to the Level 3 instruments.

(in millions)

Fair value at Dec. 31, 2010
Transfers into Level 3
Transfers out of Level 3
Total gains or (losses):

Included in earnings (or changes in net assets)

Purchases, issuances, sales and settlements:

Purchases
Issuances
Sales
Settlements

Available-for-sale securities

Trading assets

State and
political
subdivisions

Other debt
securities

Debt and
equity
instruments

Derivative

assets Loans

Other
assets

Total
assets

$10
35
-

$ 58
-
(55)

$32
25
-

$119
48
(84)

$ 6
-
(2)

$113 $ 338
157
(144)

49
(3)

- (a)

6 (b)

15 (b)

9 (c)

-
-
-
-

-
-
-
(1)

-
1
-
(5)

4
-
(15)
-

4
1
(15)
(6)

Fair value at Dec. 31, 2011

$45

$ 3

$63

$ 97

$ -

$157 $ 365

The amount of total gains or (losses) included in earnings
(or changes in net assets) attributable to the changes in
unrealized gains or losses

$ 4

$ 15

$ -

- $ 19

(a) Realized gains (losses) are reported in securities gains (losses). Unrealized gains (losses) are reported in accumulated other
comprehensive income (loss) except for the credit portion of OTTI losses which are recorded in securities gains (losses).

(b) Reported in foreign exchange and other trading revenue.
(c) Reported in investment income.

Fair value measurements for liabilities using significant unobservable
inputs for the year ended Dec. 31, 2011

(in millions)

Fair value at Dec. 31, 2010
Transfers into Level 3
Transfers out of Level 3
Total (gains) or losses:

Included in earnings (or changes in net liabilities)

Purchases, issuances, sales and settlements:

Settlements

Fair value at Dec. 31, 2011

The amount of total (gains) or losses included in earnings (or changes in net

assets) attributable to the changes in unrealized gains or losses

(a) Reported in foreign exchange and other trading revenue.
(b) Reported in other revenue.

146 BNY Mellon

Trading liabilities

Debt and
equity
instruments

$ 6
-
-

(6)

$ -

Derivative
liabilities

Other
liabilities

Total
liabilities

$171
77
(9)

$ 2
-
-

$179
77
(9)

88 (a)

(2) (b)

(13)

$314

$142

$ -

(19)

$314

$142

Notes to Consolidated Financial Statements (continued)

Fair value measurements for assets using significant unobservable inputs for the year ended Dec. 31, 2010

(in millions)
Available-for-sale securities:

Asset-backed CLOs
State and political subdivisions
Other debt securities

Total available-for-sale

Trading assets:

Debt and equity instruments
Derivative assets:
Interest rate
Equity

Total derivative assets

Total trading assets

Loans
Other assets

Total assets

Total realized/unrealized
gains/(losses) recorded in

Income

Comprehensive
income

Purchases,
issuances and
settlements,
net

Fair value
Dec. 31,
2009

Transfers
in/(out)
of Level 3

Fair value
Dec. 31,
2010

Change in
unrealized gains and
(losses) related to
instruments held
at Dec. 31, 2010

6
-
50

170

121
25

146

316
25
164

-
1
2

3 (a)

(1) (b)

(19)
(25)

(44) (b)

(45)
2
13 (c)

$ -
-
-

- (a)

-
-

-
-
-

-
-
8

2
-

5
(18)
(4)

(6)
9
(2)

(140)

15
-

(125)
(3)
(60)

-
10
58

119
-

119

151
6
113

$561

$(27)

$ -

$ (9)

$(187) (d) $338

$ -
1
2

28
-

28
-
-

$31

(a) Realized gains (losses) are reported in securities gains (losses). Unrealized gains (losses) are reported in accumulated other
comprehensive loss except for other than temporary impairment losses which are recorded in securities gains (losses).

(b) Reported in foreign exchange and other trading revenue.
(c) Reported in foreign exchange and other trading revenue, except for derivatives in designated hedging relationships which are

recorded in interest revenue and interest expense.

(d) Primarily relates to investments consolidated in accordance with ASC 810.

Fair value measurements for liabilities using significant unobservable inputs for the year ended Dec. 31, 2010

(in millions)
Trading liabilities:

Debt and equity instruments
Derivative liabilities:

Interest rate
Equity

Total derivative liabilities

Total trading liabilities

Other liabilities

Total liabilities

Total realized/unrealized
(gains)/losses recorded in

Income

Comprehensive
income

Purchases,
issuances and
settlements,
net

Fair value
Dec. 31,
2009

Transfers
in/(out)
of Level 3

Fair value
Dec. 31,
2010

Change in
unrealized (gains) and
losses related to
instruments held
at Dec. 31, 2010

$ -

54
38

92
3

88
(31)

57 (a)

57
(1) (b)

$95

$ 56

-
-

$ 6

$ -

9
15

30
-

(2)
-

(2)

(2)
-

149
22

171

177
2

$30

$(2)

$179

122
-

122

122
-

$122

(a) Reported in foreign exchange and other trading revenue.
(b) Reported in foreign exchange and other trading revenue, except for derivatives in designated hedging relationships which are

recorded in interest revenue and interest expense.

BNY Mellon

147

Notes to Consolidated Financial Statements (continued)

Assets and liabilities measured at fair value on a
nonrecurring basis

Under certain circumstances, we make adjustments to
fair value our assets, liabilities and unfunded lending-
related commitments although they are not measured
at fair value on an ongoing basis. An example would
be the recording of an impairment of an asset.

The following table presents the financial instruments
carried on the consolidated balance sheet by caption
and by level in the fair value hierarchy as of Dec. 31,
2011 and 2010, for which a nonrecurring change in
fair value has been recorded during the years ended
Dec. 31, 2011 and 2010.

Assets measured at fair value on a nonrecurring basis at Dec. 31, 2011
(in millions)

Loans (a)
Other assets (b)

Total assets at fair value on a nonrecurring basis

Assets measured at fair value on a nonrecurring basis at Dec. 31, 2010
(in millions)

Loans (a)
Other assets (b)

Total assets at fair value on a nonrecurring basis

Level 1

Level 2

Level 3

$-
-

$178
126

$304

$43
-

$43

Level 1

Level 2

Level 3

$-
-

$188
6

$194

$53
-

$53

Total carrying
value

$221
126

$347

Total carrying
value

$241
6

$247

(a) During the years ended Dec. 31, 2011 and 2010, the fair value of these loans was reduced $32 million and $15 million, based on the
fair value of the underlying collateral as allowed by ASC 310, Accounting by Creditors for Impairment of a loan, with an offset to the
allowance for credit losses.
Includes other assets received in satisfaction of debt and loans held for sale. Loans held for sale are carried on the balance sheet at
the lower of cost or market value.

(b)

Note 23—Fair value option

ASC 825 provides an option to elect fair value as an
alternative measurement for selected financial assets,
financial liabilities, unrecognized firm commitments
and written loan commitments.

The following table presents the assets and liabilities,
by type, of consolidated investment management
funds recorded at fair value.

Assets and liabilities of consolidated
investment management funds, at fair
value
(in millions)

Assets of consolidated investment

management funds:
Trading assets
Other assets

Dec. 31,
2011

Dec. 31,
2010

$10,751
596

$14,121
645

Total assets of consolidated

investment management funds

$11,347

$14,766

Liabilities of consolidated investment

management funds:
Trading liabilities
Other liabilities

$10,053
32

$13,561
2

Total liabilities of consolidated

investment management funds

$10,085

$13,563

Non-redeemable noncontrolling interests

of consolidated investment
management funds

670

699

148 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Mellon has in the economic performance of the
consolidated CLOs. Changes in the values of assets
and liabilities are reflected in the income statement as
investment income of consolidated investment
management funds.

We have elected the fair value option on $240 million
of long-term debt in connection with ASC 810. At
Dec. 31, 2011, the fair value of this long-term debt
was $326 million. The long-term debt is valued using
observable market inputs and is included in Level 2 of
the ASC 820 hierarchy.

The following table presents the changes in fair value
of the long-term debt included in foreign exchange
and other trading revenue in the consolidated income
statement.

Foreign exchange and other trading revenue

(in millions)

Long-term debt (a)

Year ended Dec. 31,
2010

2011

$(57)

$(29)

(a) The change in fair value of the long-term debt is

approximately offset by an economic hedge included in
trading.

We have elected the fair value option on $120 million
of unfunded lending-related commitments. The fair
market value of unfunded lending-related
commitments for which the fair value option was
elected was a liability of less than $1 million at Dec.
31, 2011 and Dec. 31, 2010 and is included in other
liabilities. Unfunded lending-related commitments are
valued using quotes from dealers in the loan markets,
and are included in Level 3 of the ASC 820 hierarchy.

Note 24—Commitments and contingent
liabilities

In the normal course of business, various
commitments and contingent liabilities are
outstanding which are not reflected in the
accompanying consolidated balance sheets.

Our significant trading and off-balance sheet risks are
securities, foreign currency and interest rate risk
management products, commercial lending
commitments, letters of credit, securities lending
indemnifications and support agreements. We assume
these risks to reduce interest rate and foreign currency
risks, to provide customers with the ability to meet
credit and liquidity needs and to hedge foreign
currency and interest rate risks. These items involve,
to varying degrees, credit, foreign exchange, and

interest rate risk not recognized in the balance sheet.
Our off-balance sheet risks are managed and
monitored in manners similar to those used for
on-balance sheet risks. Significant industry
concentrations related to credit exposure at Dec. 31,
2011 are disclosed in the Financial institutions
portfolio exposure table and the Commercial portfolio
exposure table below.

Financial institutions
portfolio exposure
(in billions)

Banks
Securities industry
Insurance
Asset managers
Government
Other

Total

Commercial portfolio
exposure
(in billions)

Manufacturing
Energy and utilities
Services and other
Media and telecom

Total

Dec. 31, 2011
Unfunded
commitments

Total
exposure

$ 1.9
2.6
4.6
3.2
1.6
1.6

$15.5

$ 8.2
6.4
4.7
4.0
1.6
1.7

$26.6

Dec. 31, 2011
Unfunded
commitments

Total
exposure

$ 5.7
4.8
4.5
1.3

$16.3

$ 6.0
5.1
5.0
1.5

$17.6

Loans

$ 6.3
3.8
0.1
0.8
-
0.1

$11.1

Loans

$0.3
0.3
0.5
0.2

$1.3

Major concentrations in securities lending are
primarily to broker-dealers and are generally
collateralized with cash. Securities lending
transactions are discussed below.

The following table presents a summary of our
off-balance sheet credit risks, net of participations.

Off-balance sheet credit risks
(in millions)

Lending commitments (a)
Standby letters of credit (b)
Commercial letters of credit
Securities lending indemnifications
Support agreements

Dec. 31,

2011

2010

$ 28,406
6,707
437
268,812
63

$ 29,100
8,483
512
278,069
116

(a) Net of participations totaling $326 million at Dec. 31, 2011

and $423 million at Dec. 31, 2010.

(b) Net of participations totaling $1.2 billion at Dec. 31, 2011

and $1.7 billion at Dec. 31, 2010 .

Included in lending commitments are facilities that
provide liquidity for variable rate tax-exempt
securities wrapped by monoline insurers. The credit
approval for these facilities is based on an assessment
of the underlying tax-exempt issuer and considers
factors other than the financial strength of the
monoline insurer.

BNY Mellon

149

Notes to Consolidated Financial Statements (continued)

The total potential loss on undrawn lending
commitments, standby and commercial letters of
credit, and securities lending indemnifications is equal
to the total notional amount if drawn upon, which
does not consider the value of any collateral.

Since many of the commitments are expected to
expire without being drawn upon, the total amount
does not necessarily represent future cash
requirements. A summary of lending commitment
maturities is as follows: $9.9 billion less than one
year, $18.3 billion in one to five years and $0.2 billion
over five years.

Standby letters of credit (“SBLC”) principally support
corporate obligations. As shown in the off-balance
sheet credit risks table, the maximum potential
exposure of SBLCs was $6.7 billion at Dec. 31, 2011
and $8.5 billion at Dec. 31, 2010, and includes $485
million and $628 million that were collateralized with
cash and securities at Dec. 31, 2011 and 2010,
respectively. At Dec. 31, 2011, $2.2 billion of the
SBLCs will expire within one year, $4.3 billion in one
to five years and $0.2 billion over five years.

We must recognize, at the inception of standby letters
of credit and foreign and other guarantees, a liability
for the fair value of the obligation undertaken in
issuing the guarantee. As required by ASC 460 –
Guarantees, the fair value of the liability, which was
recorded with a corresponding asset in other assets,
was estimated as the present value of contractual
customer fees.

The estimated liability for losses related to these
commitments and SBLCs, if any, is included in the
allowance for lending-related commitments. The
allowance for lending-related commitments was $103
million at Dec. 31, 2011 and $73 million at Dec. 31,
2010.

Payment/performance risk of SBLCs is monitored
using both historical performance and internal ratings
criteria. BNY Mellon’s historical experience is that
SBLCs typically expire without being funded. SBLCs
below investment grade are monitored closely for
payment/performance risk. The table below shows
SBLCs by investment grade:

A commercial letter of credit is normally a short-term
instrument used to finance a commercial contract for
the shipment of goods from a seller to a buyer.
Although the commercial letter of credit is contingent
upon the satisfaction of specified conditions, it
represents a credit exposure if the buyer defaults on
the underlying transaction. As a result, the total
contractual amounts do not necessarily represent
future cash requirements. Commercial letters of credit
totaled $437 million at Dec. 31, 2011 compared with
$512 million at Dec. 31, 2010.

A securities lending transaction is a fully
collateralized transaction in which the owner of a
security agrees to lend the security (typically through
an agent, in our case, The Bank of New York Mellon),
to a borrower, usually a broker-dealer or bank, on an
open, overnight or term basis, under the terms of a
prearranged contract, which normally matures in less
than 90 days.

We typically lend securities with indemnification
against borrower default. We generally require the
borrower to provide cash collateral with a value of
102% of the fair value of the securities borrowed,
which is monitored on a daily basis, thus reducing
credit risk. Market risk can also arise in securities
lending transactions. These risks are controlled
through policies limiting the level of risk that can be
undertaken. Securities lending transactions are
generally entered into only with highly rated
counterparties. Securities lending indemnifications
were secured by collateral of $276 billion at Dec. 31,
2011 and $285 billion at Dec. 31, 2010. We recorded
$183 million of fee revenue from securities lending
transactions in 2011 compared with $150 million in
2010.

We expect many of these guarantees to expire without
the need to advance any cash. The revenue associated
with guarantees frequently depends on the credit
rating of the obligor and the structure of the
transaction, including collateral, if any.

At Dec. 31, 2011, our potential maximum exposure to
support agreements was $63 million, after deducting
the reserve, assuming the securities subject to these
agreements being valued at zero and the NAV of the
related funds declining below established thresholds.
This compares with $116 million at Dec. 31, 2010.

Standby letters of credit

Investment grade
Noninvestment grade

150 BNY Mellon

Dec. 31,

2011

2010

91% 89%
9% 11%

Trust activities

As a result of the GIS acquisition, at Dec. 31, 2011,
our clients maintained approximately $400 million of

Notes to Consolidated Financial Statements (continued)

custody cash on deposit with other institutions.
Revenue generated from these balances is included in
other revenue on the income statement. These deposits
are expected to transition to BNY Mellon by
mid-2012.

Operating leases

Net rent expense for premises and equipment was
$350 million in 2011, $314 million in 2010 and $327
million in 2009.

At Dec. 31, 2011, we were obligated under various
noncancelable lease agreements, some of which
provide for additional rents based upon real estate
taxes, insurance and maintenance and for various
renewal options. A summary of the future minimum
rental commitments under noncancelable operating
leases, net of related sublease revenue, is as follows:
2012—$318 million; 2013—$306 million; 2014—
$249 million; and 2015—$205 million; 2016—$189
million; and 2017 through 2031—$798 million.

Indemnification Arrangements under Ordinary
Course Contracts

We have provided standard representations for
underwriting agreements, acquisition and divestiture
agreements, sales of loans and commitments, and
other similar types of arrangements and customary
indemnification for claims and legal proceedings
related to providing financial services that are not
otherwise included above. Insurance has been
purchased to mitigate certain of these risks. Generally,
there are no stated or notional amounts included in
these indemnifications and the contingencies
triggering the obligation for indemnification are not
expected to occur. Furthermore often counterparties to
these transactions provide us with comparable
indemnifications. We are unable to develop an
estimate of the maximum payout under these
indemnifications for several reasons. In addition to the
lack of a stated or notional amount in a majority of
such indemnifications, we are unable to predict the
nature of events that would trigger indemnification or
the level of indemnification for a certain event. We
believe, however, that the possibility that we will have
to make any material payments for these
indemnifications is remote. At Dec. 31, 2011 and
Dec. 31, 2010, we have not recorded any material
liabilities under these arrangements.

Clearing and Settlement Exchanges

We are a minority equity investor in, and member of,
several industry clearing or settlement exchanges

through which foreign exchange, securities, or other
transactions settle. Certain of these industry clearing
or settlement exchanges require their members to
guarantee their obligations and liabilities or to provide
financial support in the event other members do not
honor their obligations. We believe the likelihood that
a clearing or settlement exchange (of which we are a
member) would become insolvent is remote.
Additionally, certain settlement exchanges have
implemented loss allocation policies which enable the
exchange to allocate settlement losses to the members
of the exchange. It is not possible to quantify such
mark-to-market loss until the loss occurs. In addition,
any ancillary costs that occur as a result of any
mark-to-market loss cannot be quantified. At Dec. 31,
2011 and Dec. 31, 2010, we have not recorded any
material liabilities under these arrangements.

Legal proceedings

In the ordinary course of business, BNY Mellon and
its subsidiaries are routinely named as defendants in
or made parties to pending and potential legal actions
and regulatory matters. Claims for significant
monetary damages are often asserted in many of these
legal actions, while claims for disgorgement, penalties
and/or other remedial sanctions may be sought in
regulatory matters. It is inherently difficult to predict
the eventual outcomes of such matters given their
complexity and the particular facts and circumstances
at issue in each of these matters. However, on the
basis of our current knowledge and understanding, we
do not believe that judgments or settlements, if any,
arising from these matters (either individually or in
the aggregate, after giving effect to applicable
reserves and insurance coverage), will have a material
adverse effect on the consolidated financial position
or liquidity of BNY Mellon, although they could have
a material effect on net income in a given period.

In view of the inherent unpredictability of outcomes in
litigation and regulatory matters, particularly where
(i) the damages sought are substantial or
indeterminate, (ii) the proceedings are in the early
stages, or (iii) the matters involve novel legal theories
or a large number of parties, as a matter of course
there is considerable uncertainty surrounding the
timing or ultimate resolution of litigation and
regulatory matters, including a possible eventual loss,
fine, penalty or business impact, if any, associated
with each such matter. In accordance with applicable
accounting guidance, BNY Mellon establishes
reserves for litigation and regulatory matters when
those matters proceed to a stage where they present
loss contingencies that are both probable and

BNY Mellon

151

Notes to Consolidated Financial Statements (continued)

reasonably estimable. In such cases, there may be a
possible exposure to loss in excess of any amounts
accrued. BNY Mellon will continue to monitor such
matters for developments that could affect the amount
of the reserve, and will adjust the reserve amount as
appropriate. If the loss contingency in question is not
both probable and reasonably estimable, BNY Mellon
does not establish a reserve and the matter will
continue to be monitored for any developments that
would make the loss contingency both probable and
reasonably estimable. BNY Mellon believes that its
accruals for legal proceedings are appropriate and, in
the aggregate, are not material to the consolidated
financial position of BNY Mellon, although future
accruals could have a material effect on net income in
a given period.

For certain of those matters described herein for
which a loss contingency may, in the future, be
reasonably possible (whether in excess of a related
accrued liability or where there is no accrued
liability), BNY Mellon is currently unable to estimate
a range of reasonably possible loss. For those matters
where BNY Mellon is able to estimate a reasonably
possible loss, exclusive of matters described in Note
13 of the Notes to Consolidated Financial Statements,
subject to the accounting and reporting requirements
of ASC 740 (FASB Interpretation 48), the aggregate
range of such reasonably possible loss is up to $1.05
billion in excess of the accrued liability (if any)
related to those matters.

The following describes certain judicial, regulatory
and arbitration proceedings involving BNY Mellon:

Sentinel Matters
As previously disclosed, on Jan. 18, 2008, The Bank
of New York Mellon filed a proof of claim in the
Chapter 11 bankruptcy proceeding of Sentinel
Management Group, Inc. (“Sentinel”) pending in
federal court in the Northern District of Illinois,
seeking to recover approximately $312 million loaned
to Sentinel and secured by securities and cash in an
account maintained by Sentinel at The Bank of New
York Mellon. On March 3, 2008, the bankruptcy
trustee filed an adversary complaint against The Bank
of New York Mellon seeking to disallow The Bank of
New York Mellon’s claim and seeking damages for
allegedly aiding and abetting Sentinel insiders in
misappropriating customer assets and improperly
using those assets as collateral for the loan. In a
decision dated Nov. 3, 2010, the court found for The
Bank of New York Mellon and against the bankruptcy
trustee, holding that The Bank of New York Mellon’s
loan to Sentinel is valid, fully secured and not subject

152 BNY Mellon

to equitable subordination. The bankruptcy trustee
appealed this decision on Dec. 1, 2010.

As previously disclosed, in November 2009, the
Division of Enforcement of the U.S. Commodities
Futures Trading Commission (“CFTC”) indicated that
it is considering a recommendation to the CFTC that it
file a civil enforcement action against The Bank of
New York Mellon for possible violations of the
Commodity Exchange Act and CFTC regulations in
connection with its relationship to Sentinel. The Bank
of New York Mellon responded in writing to the
CFTC on Jan. 29, 2010 and provided an explanation
as to why an enforcement action is unwarranted.

Auction Rate Securities Matters
As previously disclosed, in April 2008, BNY Mellon
notified the SEC that Mellon Financial Markets LLC
(“MFM”) placed orders on behalf of certain issuers to
purchase their own Auction Rate Securities (“ARS”).
In approximately October 2008, the Texas State
Securities Board, Florida Office of Financial
Regulation and the New York State Attorney General
(the “regulators”) began an investigation focused on
whether and to what extent the issuers’ orders had the
effect of reducing the clearing rate and preventing
failed auctions. MFM reached a settlement with the
regulators in December 2011 pursuant to which the
regulators discontinued the investigation.

As previously disclosed, in February and April 2009,
two institutional customers filed lawsuits in Texas
state District Court for Dallas County, and California
state Superior Court for Orange County, alleging
misrepresentations and omissions in the sale of ARS.
Two more institutional customers filed arbitration
proceedings in December 2008 and May 2011. The
Texas lawsuit was resolved and dismissed on April 8,
2011. The earlier-filed arbitration proceeding was
dismissed on Aug. 1, 2011. The remaining disputes
together seek rescission or damages relating to
approximately $67 million of ARS, plus interest and
attorneys’ fees.

Securities Lending Matters
As previously disclosed, BNY Mellon or its affiliates
have been named as defendants in a number of
lawsuits initiated by participants in BNY Mellon’s
securities lending program, which is a part of BNY
Mellon’s Investment Services business. The lawsuits
were filed on various dates from December 2008 to
2011, and are currently pending in courts in
Oklahoma, New York, Washington, California and
South Carolina and in commercial court in London.
The complaints assert contractual, statutory, and

Notes to Consolidated Financial Statements (continued)

common law claims, including claims for negligence
and breach of fiduciary duty. The plaintiffs allege
losses in connection with the investment of securities
lending collateral, including losses related to
investments in Sigma Finance Inc., Lehman Brothers
Holdings, Inc. and certain asset-backed securities, and
seek damages as to those losses. Three of the pending
cases seek to proceed as class actions.

Matters Relating To Bernard L. Madoff
As previously disclosed, on May 11, 2010, the New
York State Attorney General commenced a civil
lawsuit against Ivy Asset Management LLC (“Ivy”), a
subsidiary of BNY Mellon that manages primarily
funds-of-hedge-funds, and two of its former officers
in New York state court. The lawsuit alleges that Ivy,
in connection with its role as sub-advisor to
investment managers whose clients invested with
Madoff, did not disclose certain material facts about
Madoff. The complaint seeks an accounting of
compensation received from January 1997 to the
present by the Ivy defendants in connection with the
Madoff investments, and unspecified damages,
including restitution, disgorgement, costs and
attorneys’ fees.

As previously disclosed, on Oct. 21, 2010, the U.S.
Department of Labor commenced a civil lawsuit
against Ivy, two of its former officers, and others in
federal court in the Southern District of New York.
The lawsuit alleges that Ivy violated the Employee
Retirement Income Security Act (“ERISA”) by failing
to disclose certain material facts about Madoff to
investment managers subadvised by Ivy whose clients
included employee benefit plan investors. The
complaint seeks disgorgement and damages. On Dec.
8, 2010, the Trustee overseeing the Madoff liquidation
sued many of the same defendants in bankruptcy court
in New York, seeking to avoid withdrawals from
Madoff investments made by various funds-of-funds
(including six funds-of-funds managed by Ivy).

As previously disclosed, Ivy or its affiliates have been
named in a number of civil lawsuits filed beginning
Jan. 27, 2009 relating to certain investment funds that
allege losses due to the Madoff investments. Ivy acted
as a sub-advisor to the investment managers of some
of those funds. Plaintiffs assert various causes of
action including securities and common-law fraud.
Certain of the cases seek to proceed as class actions
and/or to assert derivative claims on behalf of the
funds. Most of the cases have been consolidated in
two actions in federal court in the Southern District of
New York, with certain cases filed in New York State
Supreme Court for New York and Nassau counties.

Medical Capital Litigations
As previously disclosed, The Bank of New York
Mellon has been named as a defendant in a number of
class actions and non-class actions brought by
numerous plaintiffs in connection with its role as
indenture trustee for debt issued by affiliates of
Medical Capital Corporation. The actions, filed in late
2009 and currently pending in federal court in the
Central District of California, allege that The Bank of
New York Mellon breached its fiduciary and
contractual obligations to the holders of the
underlying securities, and seek unspecified damages.

Foreign Exchange Matters
As previously disclosed, beginning in December
2009, government authorities have been conducting
inquiries seeking information relating primarily to
standing instruction foreign exchange transactions in
connection with custody services BNY Mellon
provides to public pension plans and certain other
custody clients. BNY Mellon is cooperating with
these inquiries.

In addition, in early 2011, as previously disclosed, the
Virginia Attorney General’s Office and the Florida
Attorney General’s Office each filed a Notice of
Intervention in a qui tam lawsuit pending in its
jurisdiction. These offices filed complaints
superseding the qui tam lawsuits on Aug. 11, 2011.
On Oct. 4, 2011, the New York Attorney General’s
Office, the New York City Comptroller and various
city pension and benefit funds filed a lawsuit
whereby, among other things, the plaintiffs assert
claims under the Martin Act and state and city false
claims acts. Also, on Oct. 4, 2011, the United States
Department of Justice (“DOJ”) filed a civil lawsuit
seeking civil penalties under 12 U.S.C. Section 1833a
and injunctive relief under 18 U.S.C. Section 1345
based on alleged ongoing violations of 18 U.S.C.
Sections 1341 and 1343 (mail and wire fraud). On
Jan. 17, 2012, the court approved a partial settlement
resolving the DOJ’s claim for injunctive relief. In
October 2011, several political subdivisions of the
state of California intervened in a qui tam lawsuit
pending in California state court, previously under
seal, and, on Nov. 28, 2011, BNY Mellon removed
the lawsuit to federal district court in California. On
Oct. 26, 2011, the Massachusetts Securities Division
filed an Administrative Complaint against BNY
Mellon.

BNY Mellon has also been named as a defendant in
several putative class action lawsuits filed on various
dates in 2011 in federal district courts in
Pennsylvania, California, and New York. The

BNY Mellon

153

Notes to Consolidated Financial Statements (continued)

complaints, which assert varying claims, including
breach of contract, and violations of ERISA, state and
federal law, all allege that the prices BNY Mellon
charged and reported for standing instruction foreign
exchange transactions executed in connection with
custody services provided by BNY Mellon were
improper. In addition, BNY Mellon has been named
as a nominal defendant in several derivative lawsuits
filed on various dates in 2011 and 2012 in New York
state court and federal district court in New York.

German Broker-Dealer Litigation
As previously disclosed, on various dates from 2004
to 2011, BNY Mellon subsidiary Pershing LLC
(“Pershing”) was named as a defendant in more than
100 lawsuits filed in Germany by plaintiffs who are
investors with accounts at German broker-dealers.
The plaintiffs allege that Pershing, which had a
contractual relationship with the broker-dealers
through which the broker-dealers executed options
transactions on behalf of the broker-dealers’ clients,
should be held liable for the tortious acts of the
broker-dealers. Plaintiffs seek to recover their
investment losses, interest, and statutory attorney’s
fees and costs. On March 9, 2010, the 11th Senate of
the German Federal Supreme Court ruled in the
plaintiff’s favor in one of these cases, and held
Pershing liable for a German broker-dealer’s tortious
acts. In subsequent cases, the Supreme Court
continued to rule in the plaintiffs’ favor. In December
2011, Pershing settled the majority of the cases.

Lyondell Litigation
As previously disclosed, in an action filed in New
York State Supreme Court for New York County, on
Sept. 14, 2010, plaintiffs as holders of debt issued by
Basell AF in 2005 allege that The Bank of New York
Mellon, as indenture trustee, breached its contractual
and fiduciary obligations by executing an intercreditor
agreement in 2007 in connection with Basell’s
acquisition of Lyondell Chemical Company. Plaintiffs
are seeking damages for their alleged losses resulting
from the execution of the 2007 intercreditor
agreement that allowed the company to increase the
amount of its senior debt.

Tax Litigation
As previously disclosed, on Aug. 17, 2009, BNY
Mellon received a Statutory Notice of Deficiency
disallowing tax benefits for the 2001 and 2002 tax
years in connection with a 2001 transaction that
involved the payment of U.K. corporate income taxes
that were credited against BNY Mellon’s U.S.
corporate income tax liability. On Nov. 10, 2009,
BNY Mellon filed a petition with the U.S. Tax Court

154 BNY Mellon

contesting the disallowance of the benefits. A trial is
currently scheduled for April 16, 2012. The aggregate
tax benefit for all six years in question is
approximately $900 million, including interest. In the
event BNY Mellon is unsuccessful in defending its
position, the IRS has agreed not to assess
underpayment penalties. See Note 13 of the Notes to
Consolidated Financial Statements for additional
information.

Mortgage-Securitization Trusts Proceeding
The Bank of New York Mellon as trustee is the
petitioner in a legal proceeding filed in New York
State Supreme Court, New York County on June 29,
2011, seeking approval of a proposed settlement
involving Bank of America Corporation and
bondholders in certain Countrywide residential
mortgage-securitization trusts. The New York
Attorney General has sought permission to intervene
in this proceeding and to assert claims against BNY
Mellon under the Martin Act and the Executive Law.
On Aug. 26, 2011, an investor that had intervened in
the state court proceeding removed this case to the
United States District Court for the Southern District
of New York. BNY Mellon sought to remand the case
to state court and on Oct. 19, 2011, the District Court
denied BNY Mellon’s motion. On Jan. 17, 2012, BNY
Mellon filed its brief appealing the District Court’s
decision to the Second Circuit Court of Appeals.

Note 25—Derivative instruments

We use derivatives to manage exposure to market
risk, interest rate risk, credit risk and foreign currency
risk. Our trading activities are focused on acting as a
market-maker for our customers and facilitating
customer trades. In addition, we periodically manage
positions for our own account. Positions managed for
our own account are immaterial to our overall foreign
exchange and other trading revenue and to our overall
results of operations.

The notional amounts for derivative financial
instruments express the dollar volume of the
transactions; however, credit risk is much smaller. We
perform credit reviews and enter into netting
agreements to minimize the credit risk of derivative
financial instruments. We enter into offsetting
positions to reduce exposure to foreign exchange and
interest rate risk.

Use of derivative financial instruments involves
reliance on counterparties. Failure of a counterparty to
honor its obligation under a derivative contract is a
risk we assume whenever we engage in a derivative

Notes to Consolidated Financial Statements (continued)

contract. Counterparty default losses were $15 million
in 2011 and $39 million in 2010. Reserves for losses
incurred in both 2011 and 2010 were established in
prior years. As a result, these counterparty default
losses did not impact income in either year.

Hedging derivatives

We utilize interest rate swap agreements to manage
our exposure to interest rate fluctuations. For hedges
of investment securities available-for-sale, deposits
and long-term debt, the hedge documentation
specifies the terms of the hedged items and the
interest rate swaps and indicates that the derivative is
hedging a fixed-rate item and is a fair value hedge,
that the hedge exposure is to the changes in the fair
value of the hedged item due to changes in benchmark
interest rates, and that the strategy is to eliminate fair
value variability by converting fixed-rate interest
payments to LIBOR.

The securities hedged consist of sovereign debt and
U.S. Treasury bonds that had original maturities of 30
years or less at initial purchase. The swaps on the
sovereign debt and U.S. Treasury bonds are not
callable. All of these securities are hedged with “pay
fixed rate, receive variable rate” swaps of similar
maturity, repricing and fixed rate coupon. At Dec. 31,
2011, $4 billion of securities were hedged with
interest rate swaps that had notional values of $4
billion.

The fixed rate deposits hedged generally have original
maturities of three to six years and are not callable.
These deposits are hedged with “receive fixed rate,
pay variable” rate swaps of similar maturity, repricing
and fixed rate coupon. The swaps are not callable. At
Dec. 31, 2011, $10 million of deposits were hedged
with interest rate swaps that had notional values of
$10 million.

The fixed rate long-term debts hedged generally have
original maturities of five to 30 years. We issue both
callable and non-callable debt. The non-callable debt
is hedged with simple interest rate swaps similar to
those described for deposits. Callable debt is hedged
with callable swaps where the call dates of the swaps
exactly match the call dates of the debt. At Dec. 31,
2011, $14.3 billion of debt was hedged with interest
rate swaps that had notional values of $14.3 billion.

In addition, we enter into foreign exchange hedges.
We use forward foreign exchange contracts with
maturities of nine months or less to hedge our British
Pound, Euro and Indian Rupee foreign exchange

exposure with respect to foreign currency forecasted
revenue and expense transactions in entities that have
the U.S. dollar as their functional currency. As of
Dec. 31, 2011, the hedged forecasted foreign currency
transactions and designated forward foreign exchange
contract hedges were $136.1 million (notional), with
$0.4 million of pre-tax gain recorded in accumulated
other comprehensive income. This gain will be
reclassified to income or expense over the next nine
months.

We use forward foreign exchange contracts with
remaining maturities of one year or less as hedges
against our foreign exchange exposure to Euro,
Norwegian Krona, British Pound, Swiss Franc and
Japanese Yen with respect to interest-bearing deposits
with banks and their associated forecasted interest
revenue. These hedges are designated as cash flow
hedges. These hedges are affected such that their
maturities and notional values match those of the
deposits with banks. As of Dec. 31, 2011, the hedged
interest-bearing deposits with banks and their
designated forward foreign exchange contract hedges
were $8.8 billion (notional), with $3.0 million of
pre-tax loss recorded in accumulated other
comprehensive income. This loss will be reclassified
to net interest revenue over the next twelve months.

Forward foreign exchange contracts are also used to
hedge the value of our net investments in foreign
subsidiaries. These forward foreign exchange
contracts usually have maturities of less than two
years. The derivatives employed are designated as
hedges of changes in value of our foreign investments
due to exchange rates. Changes in the value of the
forward foreign exchange contracts offset the changes
in value of the foreign investments due to changes in
foreign exchange rates. The change in fair market
value of these forward foreign exchange contracts is
deferred and reported within accumulated translation
adjustments in shareholders’ equity, net of tax. At
Dec. 31, 2011, forward foreign exchange contracts
with notional amounts totaling $5.2 billion were
designated as hedges.

In addition to forward foreign exchange contracts, we
also designate non-derivative financial instruments as
hedges of our net investments in foreign subsidiaries.
Those non-derivative financial instruments designated
as hedges of our net investments in foreign
subsidiaries were all long-term liabilities of BNY
Mellon in various currencies, and, at Dec. 31, 2011,
had a combined U.S. dollar equivalent value of $495
million.

BNY Mellon

155

Notes to Consolidated Financial Statements (continued)

Ineffectiveness related to derivatives and hedging
relationships was recorded in income as follows:

Ineffectiveness
(in millions)

Fair value hedges on loans
Fair value hedges of securities
Fair value hedges of deposits and

long-term debt
Cash flow hedges
Other (a)
Total

Year ended Dec. 31,
2011
2010

2009

$ 0.1
(8.6)

$ 0.1
(4.2)

$(0.1)
0.1

(5.3)
(0.1)
(0.1)

7.7
0.1
(0.2)

2.2
-
0.1

$(14.0)

$ 3.5

$ 2.3

(a)

Includes ineffectiveness recorded on foreign exchange
hedges.

The following table summarizes the notional amount and credit exposure of our total derivative portfolio at
Dec. 31, 2011 and 2010.

Impact of derivative instruments on the balance sheet

(in millions)

Derivatives designated as hedging instruments (b):
Interest rate contracts
Foreign exchange contracts

Total derivatives designated as hedging instruments
Derivatives not designated as hedging instruments (c):
Interest rate contracts
Equity contracts
Credit contracts
Foreign exchange contracts

Total derivatives not designated as hedging instruments
Total derivatives fair value (d)
Effect of master netting agreements

Notional Value

Asset Derivatives
Fair Value (a)

Liability
Derivatives
Fair Value (a)

Dec. 31,
2011

Dec. 31,
2010

Dec. 31,
2011

Dec. 31,
2010

Dec. 31,
2011

Dec. 31,
2010

$ 18,281
14,160

13,967
11,816

$975,308
8,205
333
379,235

$1,090,718
6,905
681
315,050

965
635

$ 1,600

$ 26,652
418
3
4,632

834
2

836

$ 15,651
449
2
3,661

298
21

319

$ 27,440
330
-
4,355

44
116

160

$ 16,275
380
4
3,707

$ 31,705

$ 19,763

$ 32,125

$ 20,366

$ 33,305
(26,047)

$ 20,599
(15,827)

$ 32,444
(25,009)

$ 20,526
(15,181)

Fair value after effect of master netting agreements

$ 5,345
(a) Derivative financial instruments are reported net of cash collateral received and paid of $1,269 million and $231 million, respectively,

$ 4,772

$ 7,258

$ 7,435

at Dec. 31, 2011 and $889 million and $243 million, respectively, at Dec. 31, 2010.

(b) The fair value of asset derivatives and liability derivatives designated as hedging instruments is recorded as other assets and other

liabilities, respectively, on the balance sheet.

(c) The fair value of asset derivatives and liability derivatives not designated as hedging instruments is recorded as trading assets and

trading liabilities, respectively, on the balance sheet.

(d) Fair values are on a gross basis, before consideration of master netting agreements, as required by ASC 815.

At Dec. 31, 2011, $336 billion (notional) of interest
rate contracts will mature within one year, $391
billion between one and five years, and $267 billion
after five years. At Dec. 31, 2011, $376 billion

Impact of derivative instruments on the income statement
(in millions)

Derivatives in fair value hedging
relationships

Location of gain or (loss)
recognized in income on
derivatives

(notional) of foreign exchange contracts will mature
within one year, $9 billion between one and five
years, and $8 billion after five years.

Amount of gain
or (loss) recognized
in income on
derivatives
Year ended Dec. 31,
2010

2011

2009

Location of gain or (loss)
recognized in income on
hedged item

Amount of
gain or (loss)
recognized in
hedged item
Year ended
Dec. 31,
2010

2011

2009

Interest rate contracts

Net interest revenue

$(150)

$370

$(406)

Net interest revenue

$136

$(366)

$408

156 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Amount of
gain or (loss)
recognized in
accumulated OCI
on derivative
(effective portion)
Year ended Dec. 31,
2011
2010 2009

Location of gain or
(loss) reclassified
from accumulated
OCI into income
(effective portion)

Amount of gain or
(loss) reclassified
from accumulated
OCI into income
(effective portion)
Year ended Dec. 31,
2011
2010 2009

Location of gain or
(loss) recognized in
income on derivatives
(ineffective portion and
amount excluded from
effectiveness testing)

$(118) $
(6)
(525)
3
-

(7)
(134)
-
(1)
-

$ - Net interest revenue $(114) $
(1) Other revenue
- Trading revenue
- Salary expense
- Net interest revenue

(6)
(525)
2
-

(6)
(135)
-
(1)
-

$ - Net interest revenue

6 Other revenue
- Trading revenue
- Salary expense

26 Net interest revenue

Derivatives in cash flow
hedging relationships

FX contracts
FX contracts
FX contracts
FX contracts
Interest rate contracts

Total

$(646) $(142)

$(1)

$(643) $(142)

$32

Amount of
gain or (loss)
recognized in
accumulated OCI
on derivatives
(effective portion)
Year ended Dec. 31,
2011 2010
2009

Location of gain or
(loss) reclassified
from accumulated
OCI into income
(effective portion)

Derivatives in net
investment hedging
relationships

Amount of gain or
(loss) reclassified
from accumulated
OCI into income
(effective portion)
Year ended Dec. 31,
2010

2011

2009

Location of gain or
(loss) recognized in
income on derivative
(ineffective portion and
amount excluded from
effectiveness testing)

Amount of gain or (loss)
recognized in income on
derivatives (ineffectiveness
portion and amount
excluded from
effectiveness testing)
Year ended Dec. 31,
2011

2010

2009

$
-
(0.1)
-
-
-

$(0.1)

$ -
0.1
-
-
-

$0.1

$-
-
-
-
-

Amount of gain or (loss)
recognized in income on
derivatives (ineffectiveness
portion and amount
excluded from
effectiveness testing)
Year ended Dec. 31,
2010

2009

2011

FX contracts

$75

$(52) $(298)

Net interest revenue

Other revenue

$(0.1)

$(0.2)

$0.1

Trading activities (including trading derivatives)

We manage trading risk through a system of position
limits, a VaR methodology based on Monte Carlo
simulations, stop loss advisory triggers, and other
market sensitivity measures. Risk is monitored and
reported to senior management by a separate unit on a
daily basis. Based on certain assumptions, the VaR
methodology is designed to capture the potential
overnight pre-tax dollar loss from adverse changes in
fair values of all trading positions. The calculation
assumes a one-day holding period for most
instruments, utilizes a 99% confidence level, and
incorporates the non-linear characteristics of options.
The VaR model is one of several statistical models
used to develop economic capital results, which is
allocated to lines of business for computing risk-
adjusted performance.

As the VaR methodology does not evaluate risk
attributable to extraordinary financial, economic or
other occurrences, the risk assessment process
includes a number of stress scenarios based upon the
risk factors in the portfolio and management’s
assessment of market conditions. Additional stress
scenarios based upon historic market events are also
performed. Stress tests, by their design, incorporate
the impact of reduced liquidity and the breakdown of
observed correlations. The results of these stress tests
are reviewed weekly with senior management.

Revenue from foreign exchange and other trading
included the following:

Foreign exchange and other trading
revenue
(in millions)

Foreign exchange
Fixed income
Credit derivatives (a)
Other

Total

(a) Used as economic hedges of loans.

2011

2010

2009

$761
65
(3)
25

$787 $ 850
242
(84)
28

80
(7)
26

$848

$886 $1,036

Foreign exchange includes income from purchasing
and selling foreign currencies and currency forwards,
futures, and options. Fixed income reflects results
from futures and forward contracts, interest rate
swaps, foreign currency swaps, options, and fixed
income securities. Credit derivatives include revenue
from credit default swaps. Other primarily includes
income from equity securities and equity derivatives.

Counterparty credit risk and collateral

We assess credit risk of our counterparties through
regular examination of their financial statements,
confidential communication with the management of
those counterparties and regular monitoring of
publicly available credit rating information. This and
other information is used to develop proprietary credit
rating metrics used to assess credit quality.

BNY Mellon

157

Notes to Consolidated Financial Statements (continued)

Collateral requirements are determined after a
comprehensive review of the credit quality of each
counterparty. Collateral is generally held or pledged in
the form of cash or highly liquid government
securities. Collateral requirements are monitored and
adjusted daily.

Additional disclosures concerning derivative financial
instruments are provided in Notes 21 and 22 of the
Notes to Consolidated Financial Statements.

Disclosure of contingent features in over-the-counter
(“OTC”) derivative instruments

Certain OTC derivative contracts and/or collateral
agreements of The Bank of New York Mellon, our
largest banking subsidiary and the subsidiary through
which BNY Mellon enters into the substantial
majority of all of its OTC derivative contracts and/or
collateral agreements, contain provisions that may
require us to take certain actions if The Bank of New
York Mellon’s public debt rating fell to a certain
level. Early termination provisions, or “close-out”
agreements, in those contracts could trigger
immediate payment of outstanding contracts that are
in net liability positions. Certain collateral agreements
would require The Bank of New York Mellon to
immediately post additional collateral to cover some
or all of The Bank of New York Mellon’s liabilities to
a counterparty.

The following table shows the fair value of contracts
falling under early termination provisions that were in
net liability positions as of Dec. 31, 2011 for three key
ratings triggers:

If The Bank of New York
Mellon’s rating was changed
to (Moody’s/S&P)

Potential close-out
exposures (fair value) (a)

A3/A-
Baa2/BBB
Bal/BB+

$ 936 million
$1,129 million
$1,803 million

(a) The change between rating categories is incremental, not

cumulative.

Additionally, if The Bank of New York Mellon’s debt
rating had fallen below investment grade on Dec. 31,
2011, existing collateral arrangements would have
required us to have posted an additional $498 million
of collateral.

Note 26—Review of businesses

We have an internal information system that produces
performance data for our two principal businesses and

158 BNY Mellon

the Other segment. The following discussion of our
businesses satisfies the disclosure requirements for
ASC 280, Segment Reporting.

Organization of our business

In the first quarter of 2011, BNY Mellon realigned its
internal reporting structure and business presentation
to focus on its two principal businesses, Investment
Management and Investment Services. The
realignment reflects management’s current approach
to assessing performance and decisions regarding
resource allocations. Investment Management
includes the former Asset Management and Wealth
Management businesses. Investment Services includes
the former Asset Servicing, Issuer Services and
Clearing Services businesses, and the Cash
Management business previously included in the
Treasury Services business. The Other segment
includes credit-related activities previously included
in the Treasury Services business, the lease financing
portfolio, corporate treasury activities, including our
investment securities portfolio, our equity investments
in Wing Hang Bank and ConvergEx Group, business
exits and corporate overhead. All prior periods
presented in this Annual Report are presented
accordingly.

Also in the first quarter of 2011, we revised the net
interest revenue for our businesses to reflect a new
approach which adjusts our transfer pricing
methodology to better reflect the value of certain
domestic deposits. All prior period business results
were restated to reflect this revision. This revision did
not impact the consolidated results.

Business accounting principles

Our business data has been determined on an internal
management basis of accounting, rather than the
generally accepted accounting principles used for
consolidated financial reporting. These measurement
principles are designed so that reported results of the
businesses will track their economic performance.

Business results are subject to reclassification
whenever improvements are made in the measurement
principles, or when organizational changes are made.

The accounting policies of the businesses are the same
as those described in Note 1 of the Notes to
Consolidated Financial Statements.

The operations of acquired businesses are integrated
with the existing businesses soon after they are
completed. As a result of the integration of staff
support functions, management of customer
relationships, operating processes and the financial

Notes to Consolidated Financial Statements (continued)

impact of funding acquisitions, we cannot precisely
determine the impact of acquisitions on income before
taxes and therefore do not report it.

Note 4 of the Notes to Consolidated Financial
Statements for a discussion of discontinued
operations.

Information on our businesses is reported on a
continuing operations basis for 2010 and 2009. See

The primary types of revenue for two principal businesses and the Other segment are presented below:

Business

Investment Management

Investment Services

Other segment

The results of our businesses are presented and
analyzed on an internal management reporting basis:

Š Revenue amounts reflect fee and other revenue
generated by each business. Fee and other
revenue transferred between businesses under
revenue transfer agreements is included within
other revenue in each business.

Š Revenues and expenses associated with specific
client bases are included in those businesses. For
example, foreign exchange activity associated
with clients using custody products is allocated
to Investment Services.

Š Net interest revenue is allocated to businesses
based on the yields on the assets and liabilities
generated by each business. We employ a funds
transfer pricing system that matches funds with
the specific assets and liabilities of each
business based on their interest sensitivity and
maturity characteristics.

Š Support and other indirect expenses are

allocated to businesses based on internally-
developed methodologies.

Primary types of revenue

Š Investment management and performance fees from:

Mutual funds
Institutional clients
Private clients
High-net-worth individuals and families, endowments and
foundations and related entities
Š Distribution and servicing fees
Š Asset servicing fees, including institutional trust and

custody fees, broker-dealer services and securities lending
Š Issuer services fees, including Corporate Trust, Depositary

Receipts, employee investment plan services and
Shareowner Services

Š Clearing services fees, including broker-dealer services,

registered investment advisor services and prime brokerage
services

Š Treasury services fees, including global payment services

and working capital solutions

Š Foreign exchange
Š Credit-related activities
Š Leasing operations
Š Corporate treasury activities
Š Global markets and institutional banking services
Š Business exits

Š Recurring FDIC expense is allocated to the

businesses based on average deposits generated
within each business.

Š Litigation expense is generally recorded in the

business in which the charge occurs.
Š Management of the investment securities

portfolio is a shared service contained in the
Other segment. As a result, gains and losses
associated with the valuation of the securities
portfolio are included in the Other segment.
Š Client deposits serve as the primary funding

source for our investment securities portfolio.
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 the businesses.
Š Restructuring charges are related to corporate
initiatives and are therefore recorded in the
Other segment.

Š M&I expenses are corporate level items and are

therefore recorded in the Other segment.

BNY Mellon

159

Notes to Consolidated Financial Statements (continued)

Š Balance sheet assets and liabilities and their
related income or expense are specifically
assigned to each business. Businesses with a net
liability position have been allocated assets.
Š Goodwill and intangible assets are reflected

within individual businesses.

Total revenue includes approximately $2.2 billion in
2011, $2.1 billion in 2010 and $1.6 billion in 2009, of
international operations domiciled in the UK which
comprised 15%, 15% and 21% of total revenue,
respectively.

The following consolidating schedules show the contribution of our businesses to our overall profitability.

For the year ended Dec. 31, 2011

(dollar amounts in millions)

Fee and other revenue
Net interest revenue

Total revenue

Provision for credit losses
Noninterest expense

Income (loss) before taxes

Pre-tax operating margin (b)
Average assets

Investment
Management

Investment
Services

Other

Consolidated

$ 3,264 (a)
206

3,470
1
2,746

7,957
2,635

10,592
-
7,478

475
143

618
-
888

$ 11,696 (a)
2,984

14,680
1
11,112

723 (a)

3,114

$ (270)

3,567 (a)

21%

29%

$37,043

$207,454

N/M
$46,648

24%

$291,145

(b)

For the year ended Dec. 31, 2010

(dollar amounts in millions)

Fee and other revenue
Net interest revenue

Total revenue

Provision for credit losses
Noninterest expense

Income (loss) before taxes

Pre-tax operating margin (b)
Average assets

Investment
Management

Investment
Services

Other

$ 3,234 (a)
205

3,439
3
2,693

7,179
2,448

9,627
-
6,515

478
272

750
8
962

Total
continuing
operations

$ 10,891 (a)
2,925

13,816
11
10,170

743 (a)

3,112

$ (220)

3,635 (a)

22%

32%

$35,411

$161,605

N/M
$40,420

26%

$237,436 (c)

(b)
(c)

For the year ended Dec. 31, 2009

(dollar amounts in millions)

Fee and other revenue
Net interest revenue

Total revenue

Provision for credit losses
Noninterest expense

Income (loss) before taxes

Pre-tax operating margin (a)
Average assets

Investment
Management

Investment
Services

$ 2,825
242

3,067
1
2,499

6,887
2,349

9,236
-
5,901

Total
continuing
operations

4,739
2,915

7,654
332
9,530

Other

$ (4,973)
324

(4,649)
331
1,130

567

3,335

$ (6,110)

$ (2,208)

18%

36%

$21,840

$151,001

N/M
$37,098

N/M
$209,939 (b)

(a)
(b)

Income before taxes divided by total revenue.
Including average assets of discontinued operations of $2,188 million in 2009, consolidated average assets were $212,127 million.

160 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Note 27—International operations

International activity includes Investment
Management and Investment Services fee revenue
generating businesses, foreign exchange trading
activity, loans and other revenue producing assets and
transactions in which the customer is domiciled
outside of the United States and/or the international
activity is resident at an international entity. Due to
the nature of our international and domestic activities,
it is not possible to precisely distinguish between
internationally and domestically domiciled customers.

As a result, it is necessary to make certain subjective
assumptions such as:

Income from international operations is
determined after internal allocations for interest
revenue, taxes, expenses, provision and
allowance for credit losses.

Š Expense charges to international operations
include those directly incurred in connection
with such activities, as well as an allocable share
of general support and overhead charges.

Total revenue, income before income taxes, income from continuing operations and total assets of our
international operations are shown in the table below.

International operations

(in millions)

2011:

Total assets at period end (a)
Total revenue
Income before taxes
Net income

2010 (c):

Total assets at period end (a)
Total revenue
Income before taxes
Net income from continuing operations

2009 (c):

EMEA

International
APAC

Other

Total
international

Total
domestic

$61,115 (b)
3,780 (b)
1,135
867

$72,629 (b)
3,497 (b)
1,222
916

$13,030
842
426
325

$ 8,806
745
394
295

$ 5,588
669
287
222

$1,694
769
350
267

$3,124
735
348
261

$1,375
578
257
199

$75,839
5,391
1,911
1,459

$84,559
4,977
1,964
1,472

$64,974
4,072
1,407
1,088

Total

$325,266
14,730
3,617
2,569

$246,981
13,875
3,694
2,647

$249,427
9,339
1,706
1,110

$162,422
8,898
1,730
1,175

$145,008
3,582
(3,615)
(1,901) (e)

$209,982
7,654
(2,208)
(813)

Total assets at period end (a)
Total revenue
Income (loss) before taxes
Net income (loss) from continuing operations

$58,011 (b)

2,825 (b)(d)
863 (d)
667 (d)

(a) Total assets include long-lived assets, which are not considered by management to be significant in relation to total assets. Long-lived

(b)

assets are primarily located in the United States.
Includes revenue of approximately $2.2 billion, $2.1 billion and $1.6 billion and assets of approximately $28.3 billion, $44.7 billion
and $43.0 billion in 2011, 2010, and 2009, respectively, of international operations domiciled in the United Kingdom, which is 15%,
15% and 21% of total revenue and 9%, 18%, and 20% of total assets, respectively.

(c) Presented on a continuing operations basis.
(d)
(e) Domestic income from continuing operations in 2009 was reduced by investment securities losses.

In 2009, excludes the $269 million of investment securities losses on the European floating rate notes.

Note 28—Supplemental information to the Consolidated Statement of Cash Flows

Noncash investing and financing transactions that, appropriately, are not reflected in the Consolidated Statement
of Cash Flows are listed below.

Noncash investing and

financing transactions

(in millions)

Transfers from loans to other assets for OREO
Assets of consolidated VIEs
Liabilities of consolidated VIEs
Non-controlling interests of consolidated VIEs
Disposition of business
Issuance of common stock for acquisitions

Year ended Dec. 31,

2011

$
16
3,419
3,478
29
544
-

2010

2009

$
11
15,249
13,949
699
-
-

$11
-
-
-
-
85

BNY Mellon

161

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
The Bank of New York Mellon Corporation:

We have audited the accompanying consolidated balance sheets of The Bank of New York Mellon Corporation
and subsidiaries (“BNY Mellon”) as of December 31, 2011 and 2010, and the related consolidated statements of
income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2011.
These consolidated financial statements are the responsibility of BNY Mellon’s management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of BNY Mellon as of December 31, 2011 and 2010, and the results of their operations and their
cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with
U.S. generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, in 2010, BNY Mellon changed their methods of
accounting related to the consolidation of variable interest entities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), BNY Mellon’s internal control over financial reporting as of December 31, 2011, based on criteria
established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), and our report dated February 28, 2012 expressed an unqualified opinion on
the effectiveness of BNY Mellon’s internal control over financial reporting.

New York, New York
February 28, 2012

162 BNY Mellon

Directors, Executive Committee and Other Executive Officers

Directors

Ruth E. Bruch
Retired Senior Vice President and
Chief Information Officer
Kellogg Company
Cereal and convenience foods

Catherine A. Rein
Retired Senior Executive Vice
President and Chief Administrative
Officer
MetLife, Inc.
Insurance and financial services
company

Nicholas M. Donofrio
Retired Executive Vice President,
Innovation and Technology
IBM Corporation
Developer, manufacturer and provider
of advanced information technologies
and services

Gerald L. Hassell
Chairman, President and Chief
Executive Officer
The Bank of New York Mellon
Corporation

Edmund F. (Ted) Kelly
Chairman
Liberty Mutual Group
Multi-line insurance company

Richard J. Kogan
Retired Chairman, President and Chief
Executive Officer
Schering-Plough Corporation
International research-based
development and manufacturing

William C. Richardson
President and Chief Executive Officer
Emeritus
The W. K. Kellogg Foundation
Retired Chairman and Co-Trustee of
The W. K. Kellogg Foundation Trust
Private foundation

Samuel C. Scott III
Retired Chairman, President and Chief
Executive Officer
Corn Products International, Inc.
Global producers of corn-refined
products and ingredients

John P. Surma
Chairman and Chief Executive Officer
United States Steel Corporation
Steel manufacturing

Wesley W. von Schack
Chairman
AEGIS Insurance Services, Inc.
Mutual property and casualty insurance
company

Michael J. Kowalski
Chairman and Chief Executive Officer
Tiffany & Co.
International designer, manufacturer
and distributor of jewelry and fine
goods

Executive Committee and Other
Executive Officers

Gerald L. Hassell *
Chairman, President and Chief
Executive Officer

John A. Luke, Jr.
Chairman and Chief Executive Officer
MeadWestvaco Corporation
Manufacturer of paper, packaging and
specialty chemicals

Mark A. Nordenberg
Chancellor and Chief Executive Officer
University of Pittsburgh
Major public research university

* Designated as an Executive Officer.

Curtis Y. Arledge *
Chief Executive Officer,
Investment Management

Richard F. Brueckner *
Chief of Staff

Arthur Certosimo *
Chief Executive Officer,
Global Markets

Michael Cole-Fontayn
Chairman,
Europe, the Middle East and Africa

Thomas P. (Todd) Gibbons *
Chief Financial Officer

Mitchell E. Harris
President,
Investment Management

Timothy F. Keaney *
Chief Executive Officer,
BNY Mellon Asset Servicing

Stephen D. Lackey
Chairman,
Asia Pacific

James P. Palermo *
Chief Executive Officer,
Global Client Management and
Liquidity Services

John A. Park *
Controller

Karen B. Peetz *
Chief Executive Officer,
Financial Markets and Treasury
Services

Lisa B. Peters *
Chief Human Resources Officer

Brian G. Rogan *
Chief Risk Officer

Brian T. Shea
Chief Executive Officer,
Pershing LLC

Jane C. Sherburne *
General Counsel

Kurt D. Woetzel *
Head of Global Operations and
Technology and Chief Administrative
Officer

BNY Mellon

163

Performance Graph

$150

$100

$50

2006

Cumulative Total Shareholder Return (5 Years)

2007

2008

2009

2010

2011

The Bank of New York Mellon Corporation
S&P 500 Financial Index
S&P 500 Index
Peer Group

2006

2007

$100.0
100.0
100.0
100.0

$119.4
81.5
105.5
83.4

2008

$71.2
36.4
66.5
45.8

2009

$71.8
42.7
84.1
51.6

2010

$78.5
47.9
96.7
55.8

2011

$52.7
39.8
98.8
42.8

This graph shows The Bank of New York Mellon Corporation’s cumulative total shareholder returns over the
five-year period from Dec. 31, 2006 to Dec. 31, 2011. The graph reflects total shareholder returns for The Bank of
New York Company, Inc. from Dec. 31, 2006 to June 29, 2007, and for The Bank of New York Mellon
Corporation from July 2, 2007 to Dec. 31, 2011. The last day of trading The Bank of New York Company, Inc.
common stock on the NYSE was June 29, 2007 and the first day of trading The Bank of New York Mellon
Corporation common stock on the NYSE was July 2, 2007. We are showing combined The Bank of New York
Company, Inc. – The Bank of New York Mellon Corporation shareholder returns because The Bank of New York
Mellon Corporation does not have a five-year history as a public company. Our peer group is composed of
financial services companies which provide investment management and investment servicing. We also utilize the
S&P 500 Financial Index as a benchmark against our performance. The graph shows the cumulative total returns
for the same five-year period of the S&P 500 Financial Index, the S&P 500 Index as well as our peer group listed
below. The comparison assumes a $100 investment on Dec. 31, 2006 in The Bank of New York Company, Inc.
common stock (which was converted on a 0.9434 for one basis into The Bank of New York Mellon Corporation
common stock on July 1, 2007), in the S&P 500 Financial Index, in the S&P 500 Index and in the peer group
detailed below and assumes that all dividends were reinvested.

Peer Group*

American Express Company
Bank of America Corporation
BlackRock, Inc.
The Charles Schwab Corporation

Citigroup Inc.
JPMorgan Chase & Co.
Northern Trust Corporation
The PNC Financial Services Group, Inc.

Prudential Financial, Inc.
State Street Corporation
U.S. Bancorp
Wells Fargo & Company

* Returns are weighted by market capitalization at the beginning of the measurement period.

164 BNY Mellon