General



In this Quarterly Report on Form 10-Q, references to "our," "we," "us," "BNY
Mellon," the "Company" and similar terms refer to The Bank of New York Mellon
Corporation and its consolidated subsidiaries. The term "Parent" refers to The
Bank of New York Mellon Corporation but not its subsidiaries.

Certain business terms used in this report are defined in the Glossary included
in our Annual Report on Form 10-K for the year ended Dec. 31, 2019 ("2019 Annual
Report").

The following should be read in conjunction with the Consolidated Financial Statements included in this report. Investors should also read the sections titled "Forward-looking Statements" and "Risk Factors."

Overview



Established in 1784 by Alexander Hamilton, we were the first company listed on
the New York Stock Exchange (NYSE: BK). With a history of more than 235 years,
BNY Mellon is a global company that manages and services assets for financial
institutions, corporations and individual investors in 35 countries.

BNY Mellon has two business segments, Investment Services and Investment
Management, which offer a comprehensive set of capabilities and deep expertise
across the investment lifecycle, enabling the Company to provide solutions to
buy-side and sell-side market participants, as well as leading institutional and
wealth management clients globally.


The diagram below presents our two business segments and lines of business, with the remaining operations in the Other segment.


                     [[Image Removed: businesses1q20.jpg]]

Key first quarter 2020 events

Todd Gibbons named Chief Executive Officer



In March 2020, Todd Gibbons was appointed Chief Executive Officer ("CEO"). He
had served as interim CEO since September 2019, and remains a member of the
Board of Directors. During Todd's career at BNY Mellon, he has held leadership
roles across risk, finance, client management and many of our businesses. Most
recently, Todd served as Vice Chairman and CEO of Clearing, Markets and Client
Management. Todd also served for nine years as BNY Mellon's Chief Financial
Officer.

Temporarily suspended share buybacks



In March 2020, we and other members of the Financial Services Forum announced
the temporary suspension of share buybacks until the end of the second quarter
of 2020 to preserve capital and liquidity in order to further the objective of
using capital and liquidity to support clients and customers.


4 BNY Mellon
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Highlights of first quarter 2020 results



Net income applicable to common shareholders was $944 million, or $1.05 per
diluted common share, in the first quarter of 2020. Net income applicable to
common shareholders was $910 million, or $0.94 per diluted common share, in the
first quarter of 2019. The highlights below are based on the first quarter of
2020 compared with the first quarter of 2019, unless otherwise noted.

• Total revenue of $4.1 billion increased 5% primarily reflecting:

• Fee revenue increased 10% primarily reflecting higher foreign exchange and

other trading revenue, higher transaction volumes across the Investment


       Services businesses and higher performance fees, partially offset by
       equity investment losses, including seed capital. (See "Fee and other
       revenue" beginning on page 7.)

• Net interest revenue decreased 3% primarily reflecting lower interest

rates on interest-earning assets and the impact of hedging activities

(primarily offset in foreign exchange and other trading revenue). This was

partially offset by the benefit of lower deposit and funding rates and

higher deposits, securities and loans. (See "Net interest revenue" on page

9.)

• Provision for credit losses was $169 million primarily reflecting the

macroeconomic environment in conjunction with the application of the new

current expected credit losses accounting standard. (See "Consolidated

balance sheet review - Allowance for credit losses" beginning on page 26.)

• Noninterest expense of $2.7 billion increased slightly primarily reflecting

the continued investments in technology and higher pension expense, partially

offset by lower staff expense and the favorable impact of a stronger U.S.


    dollar. (See "Noninterest expense" on page 11.)




• Effective tax rate of 21.6%. (See "Income taxes" on page 11.)

Capital and liquidity

• CET1 ratio was 11.3% under the Standardized Approach at March 31, 2020,

compared with 11.5% under the Advanced Approaches at Dec. 31, 2019. The

decrease in the CET1 ratio primarily reflects an increase in risk-weighted

assets ("RWAs") driven by a larger balance sheet. (See "Capital" beginning on

page 35.)

• Repurchased 21.7 million common shares for $985 million, and paid dividends of

$282 million to common shareholders in the first quarter of 2020. The share

repurchases for the first quarter were completed prior to the temporary

suspension announced jointly with the Financial Services Forum on March 15,


   2020.



Highlights of our principal businesses



Investment Services
• Total revenue increased 9%.


• Income before income taxes increased 13%.

• AUC/A of $35.2 trillion, increased 2%, primarily reflecting higher client

inflows, partially offset by lower market values and the unfavorable impact of


   a stronger U.S. dollar.



Investment Management
• Total revenue decreased 4%.


• Income before income taxes decreased 27%.

• AUM of $1.8 trillion decreased 2%, primarily reflecting the unfavorable impact

of a stronger U.S. dollar (principally versus the British pound).

See "Review of businesses" and Note 19 of the Notes to Consolidated Financial Statements for additional information on our businesses.

BNY Mellon 5
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Impact of coronavirus pandemic on our business

The coronavirus pandemic has had a significant effect on the global macroeconomic environment. The following discusses the areas of our business that have been impacted and could continue to be impacted by the current environment.



By the end of March 2020, we transitioned approximately 95% of our employees to
work from home arrangements, while continuing to be fully operational with
minimal disruption to servicing our clients. However, our continued reliance on
work-from-home arrangements may result in increased operational risks.

Market volatility associated with the performance of global equity and fixed
income markets and lower interest rates has had, and may continue to have, a
considerable impact on all of our businesses. Our lower-risk diversified
fee-based business model benefits from heightened volatility and a
flight-to-quality on a relative basis compared with other credit-focused
financial institutions.

Our Investment Services businesses were favorably impacted by higher client volumes. The significant increases in market volatility has resulted in increased client activity in foreign exchange, and higher asset servicing, clearing services in Pershing, as well as clearance and collateral management fee revenue.



This volatility coupled with the interest rate environment also led to an
increase in deposit levels as our clients increased the levels of cash placed
with us. This favorably impacted net interest revenue. However, the low interest
rate environment has partially offset that benefit and may continue to reduce
our net interest revenue and margin. In addition, the increase in our balance
sheet has resulted in a reduction in our capital and liquidity ratios.

If short-term interest rates remain at recent levels or decrease further, we may
be impacted by money market fee waivers, which would reduce fee revenue. See
further discussion of money market fee waivers in "Fee and other revenue."

As discussed above under "Key first quarter 2020 events," we, along with other members of the Financial Services Forum, announced that we would

suspend share repurchases through the second quarter of 2020.

Our Investment Management business was negatively impacted by a decline in investment and other income related to seed capital investments, as well as lower investment management fee revenue as lower market values offset the impact of AUM inflows.



During the first quarter of 2020, we purchased $2.2 billion of commercial paper
and certificates of deposit ("CDs") from affiliated money market mutual funds in
order to provide liquidity support to the funds. We also purchased $650 million
of commercial paper and CDs from third-party money market mutual funds and
funded this purchase through the Federal Reserve Bank of Boston's Money Market
Mutual Fund Liquidity Facility ("MMLF") program. See "Recent regulatory
developments" for additional information on the MMLF.

The need to apply macroeconomic forecasting in the current environment in
conjunction with the new expected credit loss accounting guidance has resulted
in and may continue to result in heightened levels of credit loss provisioning.
The continuing effects of the pandemic could also result in increased credit
losses and charge offs.

In addition, a prolonged economic downturn may result in other asset write-downs
and impairments, including, but not limited to, equity investments, goodwill and
intangibles.

It is difficult to forecast the impact of the coronavirus, together with related
public health measures, on our results with certainty because so much depends on
how the health crisis evolves, its impact on the global economy as well as
actions taken by central banks and governments to support the economy. However,
the heightened levels of volumes and deposits have decreased from the levels
experienced at the end of March 2020.

The current macroeconomic environment has also resulted in responses by
governmental and regulatory bodies. See "Recent regulatory developments" for
additional information on legislative and regulatory developments in response to
the coronavirus pandemic.

For further discussion of the current and potential impact of the coronavirus pandemic see Item 1A.




6 BNY Mellon
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Risk Factors "The coronavirus pandemic is adversely affecting us and creates significant risks and uncertainties for our business, and the ultimate impact

of the pandemic on us will depend on future developments, which are highly uncertain and cannot be predicted."





Fee and other revenue

Fee and other revenue
                                                                               1Q20 vs.
(dollars in millions, unless otherwise noted)    1Q20      4Q19      1Q19   4Q19    1Q19
Investment services fees:
Asset servicing fees (a)                      $ 1,159   $ 1,148   $ 1,122      1  %    3  %
Clearing services fees (b)                        470       421       398     12      18
Issuer services fees                              263       264       251      -       5
Treasury services fees                            149       147       132      1      13
Total investment services fees                  2,041     1,980     1,903      3       7
Investment management and performance fees        862       883       841     (2 )     2
Foreign exchange and other trading revenue        319       168       170     90      88
Financing-related fees                             59        46        51     28      16
Distribution and servicing                         31        34        31     (9 )     -
Investment and other income                        11       860        35     N/M     N/M
Total fee revenue                               3,323     3,971     3,031    (16 )    10
Net securities gains (losses)                       9       (25 )       1     N/M     N/M
Total fee and other revenue                   $ 3,332   $ 3,946   $ 3,032

(16 )% 10 %

Fee revenue as a percentage of total revenue 81 % 83 % 78 %

AUC/A at period end (in trillions) (c) $ 35.2 $ 37.1 $ 34.5

   (5 )%    2  %
AUM at period end (in billions) (d)           $ 1,796   $ 1,910   $ 1,841

(6 )% (2 )%

(a) Asset servicing fees include the fees from the Clearance and Collateral

Management business and also include securities lending revenue of $51

million in the first quarter of 2020, $44 million in the fourth quarter of

2019 and $48 million in the first quarter of 2019.

(b) Clearing services fees are almost entirely earned by our Pershing business.

(c) Consists of AUC/A primarily from the Asset Servicing business and, to a

lesser extent, the Clearance and Collateral Management, Issuer Services,

Pershing and Wealth Management businesses. Includes the AUC/A of CIBC Mellon

of $1.2 trillion at March 31, 2020, $1.5 trillion at Dec. 31, 2019 and $1.3

trillion at March 31, 2019.

(d) Excludes securities lending cash management assets and assets managed in the

Investment Services business.

N/M - Not meaningful.




Fee and other revenue increased 10% compared with the first quarter of 2019 and
decreased 16% compared with the fourth quarter of 2019. The increase compared
with the first quarter of 2019 primarily reflects higher foreign exchange and
other trading revenue, clearing services fees and asset servicing fees,
partially offset by lower investment and other income. The decrease compared
with the fourth quarter of 2019 primarily reflects lower investment and other
income due to a gain on sale of an equity investment recorded in the fourth
quarter of 2019, and lower investment management and performance fees, partially
offset by higher foreign exchange and other trading revenue and clearing
services fees.

Money market mutual fund fee waivers



If short-term interest rates continue at recent levels or decrease further,
money market mutual funds will be expected to waive fees to protect investors
from negative returns. The fee waivers will initially impact clearing services
fees in Pershing, but may also impact revenue in our other businesses including
investment management fees and distribution and servicing revenue in Asset
Management and fees in Asset Servicing, but would also result in lower
distribution and servicing expense. Money market fee waivers are highly
sensitive to changes in short-term interest rates and are difficult to predict,
but the impact has the potential to grow over the coming quarters.


                                                                    BNY Mellon 7
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Investment services fees

Investment services fees increased 7% compared with the first quarter of 2019 and 3% compared with the fourth quarter of 2019 reflecting the following:

• Asset servicing fees increased 3% compared with the first quarter of 2019 and

1% compared with the fourth quarter of 2019. Both increases primarily reflect

higher volumes from existing clients.

• Clearing services fees increased 18% compared with the first quarter of 2019

and 12% compared with the fourth quarter of 2019. Both increases primarily

reflect growth in clearing volumes. The increase compared with the first

quarter of 2019 also reflects growth in client assets and accounts.

• Issuer services fees increased 5% compared with the first quarter of 2019 and

decreased slightly compared with the fourth quarter of 2019. The increase

compared with the first quarter of 2019 primarily reflects higher Corporate

Trust and Depositary Receipts fees.

Treasury services fees increased 13% compared with the first quarter of 2019

and 1% compared with the fourth quarter of 2019. Both increases primarily

reflect higher payment fees.

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

Investment management and performance fees



Investment management and performance fees increased 2% compared with the first
quarter of 2019 and decreased 2% compared with the fourth quarter of 2019. The
increase compared with the first quarter of 2019 primarily reflects higher
performance fees and average market values, partially offset by an unfavorable
change in the mix of AUM since the first quarter of 2019. The decrease compared
with the fourth quarter of 2019 primarily reflects lower market values. On a
constant currency basis (Non-GAAP), investment management and performance fees
increased 3% compared with the first quarter of 2019. Performance fees were $50
million in the first quarter of 2020, $31 million in the first quarter of 2019
and $48 million in the fourth quarter of 2019.

AUM was $1.8 trillion at March 31, 2020, a decrease of 2% compared with March 31, 2019, primarily reflecting the unfavorable impact of a stronger U.S. dollar (principally versus the British pound).

See the "Investment Management business" in "Review of businesses" for additional details regarding the drivers of investment management and performance fees, AUM and AUM flows.

Foreign exchange and other trading revenue



Foreign exchange and other trading revenue
(in millions)                                     1Q20   4Q19   1Q19
Foreign exchange                                 $ 253  $ 138  $ 160
Other trading revenue                               66     30     10

Total foreign exchange and other trading revenue $ 319 $ 168 $ 170

Foreign exchange and other trading revenue increased 88% compared with the first quarter of 2019 and 90% compared with the fourth quarter of 2019.



Foreign exchange revenue is primarily driven by the volume of client
transactions and the spread realized on these transactions, both of which are
impacted by market volatility, and the impact of foreign currency hedging
activities. In the first quarter of 2020, foreign exchange revenue totaled $253
million, an increase of 58% compared with the first quarter of 2019 and 83%
compared with the fourth quarter of 2019. Both increases primarily reflect
higher volatility and volumes. Foreign exchange revenue is primarily reported in
the Investment Services business and, to a lesser extent, the Investment
Management business and the Other segment.

Other trading revenue totaled $66 million in the first quarter of 2020 compared
with $10 million in the first quarter of 2019 and $30 million in the fourth
quarter of 2019. The increase compared with the first quarter of 2019 primarily
reflects the impact of Investment Management hedging activities and derivative
gains. The increase compared with the fourth quarter of 2019 primarily reflects
derivative and fixed income trading gains. Other trading revenue is reported in
all three business segments.

Investment and other income

The following table provides the components of investment and other income.





8 BNY Mellon
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Investment and other income
(in millions)                              1Q20    4Q19    1Q19

Corporate/bank-owned life insurance $ 36 $ 43 $ 30 Expense reimbursements from joint venture 21 20 19 Asset-related gains

                           4     815       1
Seed capital (losses) gains (a)             (31 )     4       2
Other (loss)                                (19 )   (22 )   (17 )

Total investment and other income $ 11 $ 860 $ 35

(a) Excludes seed capital gains related to consolidated investment management


    funds, which are reflected in operations of consolidated investment
    management funds.




Investment and other income decreased compared with both the first quarter of
2019 and fourth quarter of 2019. The decrease compared with the first quarter of
2019 primarily reflects equity investment losses, including seed capital,
partially offset by a one-time fee in Pershing. The decrease compared with the
fourth quarter of 2019 primarily reflects the gain on the sale of an equity
investment recorded in the fourth quarter of 2019.


Net interest revenue

Net interest revenue
                                                                                           1Q20 vs.
(dollars in millions)                                1Q20        4Q19        1Q19    4Q19        1Q19
Net interest revenue - GAAP                     $     814   $     815   $     841       -          (3 )%
Add: Tax equivalent adjustment                          2           2           4       N/M         N/M
Net interest revenue (FTE) basis - Non-GAAP (a) $     816   $     817   $   

845 - (3 )%



Average interest-earning assets                 $ 323,936   $ 297,987   $ 

282,185 9 % 15 %



Net interest margin - GAAP                           1.01 %      1.09 %      1.20 %    (8 ) bps   (19 ) bps
Net interest margin (FTE) - Non-GAAP (a)             1.01 %      1.09 %     

1.20 % (8 ) bps (19 ) bps

(a) Net interest revenue (FTE) - Non-GAAP and net interest margin (FTE) -

Non-GAAP include the tax equivalent adjustments on tax-exempt income which

allows for comparisons 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.




N/M - Not meaningful.
bps - basis points.


Net interest revenue decreased 3% compared with the first quarter of 2019 and
decreased slightly compared with the fourth quarter of 2019. The decrease
compared with the first quarter of 2019 primarily reflects lower interest rates
on interest-earning assets and the impact of hedging activities. This was
partially offset by the benefit of lower deposit and funding rates and higher
deposits, securities and loans. The decrease compared with the fourth quarter of
2019 was primarily driven by the favorable impact of higher deposits, securities
and loans offset by the impact of hedging activities and lower rates. The impact
of hedging activities is primarily offset in foreign exchange and other trading
revenue.

Net interest margin decreased 19 basis points compared with the first quarter of
2019 and 8 basis points compared with the fourth quarter of 2019. Both decreases
primarily reflect lower asset yields and higher interest-earning assets,
partially offset by lower deposit rates.


Average interest-earning assets of $324 billion in the first quarter of 2020
increased 15% compared with the first quarter of 2019 and 9% compared with the
fourth quarter of 2019. Both increases primarily reflect higher interest-bearing
deposits with the Federal Reserve and other central banks and securities. The
increase compared with the first quarter of 2019 also reflects higher federal
funds sold and securities purchased under resale agreements and loans. The
increases were primarily driven by higher average deposits.

Average non-U.S. dollar deposits comprised approximately 25% of our average total deposits in the first quarter of 2020. Approximately 40% of the average non-U.S. dollar deposits in the first quarter of 2020 were euro-denominated.

Net interest revenue in future quarters will depend on the level and mix of client deposits, deposit rates, as well as the level and shape of the yield curve, which may result in lower yields on interest-earning assets.

BNY Mellon 9
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Average balances and interest
rates                                                                       

Quarter ended


                                          March 31, 2020                       Dec. 31, 2019                        March 31, 2019
(dollars in millions; average     Average                Average       Average                Average        Average                Average
rates annualized)                 balance     Interest     rates       balance     Interest     rates        balance     Interest     rates
Assets
Interest-earning assets:
Interest-bearing deposits with
the Federal Reserve and other
central banks                   $  80,403   $       80      0.39 %   $  

61,627 $ 94 0.60 % $ 63,583 $ 139 0.87 % Interest-bearing deposits with banks (primarily foreign banks) 17,081

           58      1.37        15,788           65      1.63         13,857           63      1.85
Federal funds sold and
securities purchased under
resale agreements (a)              34,109          396      4.67        38,846          452      4.62         28,968          474      6.63
Margin loans                       12,984           87      2.69        11,609           96      3.25         12,670          135      4.34
Non-margin loans:
Domestic offices                   31,720          238      3.02        29,690          250      3.36         28,177          269      3.85
Foreign offices                    11,170           71      2.55        11,418           78      2.70         10,511           86      3.32
Total non-margin loans             42,890          309      2.89       

41,108 328 3.18 38,688 355 3.70 Securities: U.S. government obligations 23,175 108 1.87 18,444

           96      2.08         23,597          129      2.22
U.S. government agency
obligations                        69,046          400      2.32        67,494          398      2.36         64,867          427      2.63
State and political
subdivisions (b)                    1,033            8      3.06         1,134            9      3.03          2,206           15      2.71
Other securities (b)               36,375           86      0.95       

35,242 145 1.64 28,647 151 2.13 Trading securities (b)

              6,840           40      2.36         6,695           40      2.41          5,102           36      2.91
Total securities (b)              136,469          642      1.88       

129,009 688 2.13 124,419 758 2.45 Total interest-earning assets (b)

$ 323,936   $    1,572      1.95 %   $ 297,987   $    1,723      2.30 %   $  282,185   $    1,924      2.75 %
Noninterest-earnings assets        61,342                               56,354                                53,980
Total assets                    $ 385,278                            $ 354,341                            $  336,165
Liabilities
Interest-bearing liabilities:
Interest-bearing deposits:
Domestic offices                $  99,915   $      170      0.69 %   $  

87,162 $ 216 0.98 % $ 70,562 $ 224 1.29 % Foreign offices

                    97,717           70      0.29        95,262          118      0.49         89,317          167      0.76
Total interest-bearing deposits   197,632          240      0.49       182,424          334      0.73        159,879          391      0.99
Federal funds purchased and
securities sold under
repurchase agreements (a)          13,919          275      7.96        12,668          291      9.11         11,922          331     11.26
Trading liabilities                 1,626            7      1.61         1,504            9      2.25          1,305            7      2.25
Other borrowed funds                  719            4      2.27           709            5      2.83          3,305           24      2.87
Commercial paper                    1,581            6      1.56         1,792            7      1.66          1,377            8      2.44
Payables to customers and
broker-dealers                     16,386           30      0.73        15,178           40      1.07         16,108           70      1.76
Long-term debt                     27,231          194      2.83        28,117          220      3.09         28,254          248      3.52
Total interest-bearing
liabilities                     $ 259,094   $      756      1.17 %   $ 242,392   $      906      1.48 %   $  222,150   $    1,079      1.96 %
Total noninterest-bearing
deposits                           60,577                               49,632                                54,583
Other noninterest-bearing
liabilities                        24,229                               20,681                                18,628
Total liabilities                 343,900                              312,705                               295,361
Temporary equity
Redeemable noncontrolling
interests                              66                                   69                                    70
Permanent equity
Total The Bank of New York
Mellon Corporation
shareholders' equity               41,206                               41,384                                40,628
Noncontrolling interests              106                                  183                                   106
Total permanent equity             41,312                               41,567                                40,734
Total liabilities, temporary
equity and permanent equity     $ 385,278                            $ 354,341                            $  336,165
Net interest revenue (FTE) -
Non-GAAP (c)                                $      816                           $      817                            $      845
Net interest margin (FTE) -
Non-GAAP (b)(c)                                             1.01 %                               1.09 %                                1.20 %
Less: Tax equivalent adjustment
(b)                                                  2                                    2                                     4
Net interest revenue - GAAP                 $      814                           $      815                            $      841
Net interest margin - GAAP                                  1.01 %                               1.09 %                                1.20 %

(a) Includes the average impact of offsetting under enforceable netting

agreements of approximately $80 billion for the first quarter of 2020, $60

billion for the fourth quarter of 2019 and $44 billion for the first quarter

of 2019. On a Non-GAAP basis, excluding the impact of offsetting, the yield

on federal funds sold and securities purchased under resale agreements would

have been 1.39% for the first quarter of 2020, 1.82% for the fourth quarter

of 2019 and 2.63% for the first quarter of 2019. On a Non-GAAP basis,

excluding the impact of offsetting, the rate on federal funds purchased and

securities sold under repurchase agreements would have been 1.18% for the

first quarter of 2020, 1.59% for the fourth quarter of 2019 and 2.40% for the

first quarter of 2019. We believe providing the rates excluding the impact of

netting is useful to investors as it is more reflective of the actual rates

earned and paid.

(b) Average rates were calculated on an FTE basis, at tax rates of approximately

21%.

(c) See "Net interest revenue" on page 9 for a reconciliation of this Non-GAAP


    measure.





10 BNY Mellon
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Noninterest expense

Noninterest expense
                                                                               1Q20 vs.
(dollars in millions)                               1Q20     4Q19     1Q19  4Q19    1Q19
Staff                                            $ 1,482  $ 1,639  $ 1,524   (10 )%   (3 )%
Professional, legal and other purchased services     330      367      325   (10 )     2
Software and equipment                               326      326      283     -      15
Net occupancy                                        135      151      137   (11 )    (1 )
Sub-custodian and clearing                           105      119      105   (12 )     -
Distribution and servicing                            91       92       91    (1 )     -
Business development                                  42       65       45   (35 )    (7 )
Bank assessment charges                               35       32       31     9      13
Amortization of intangible assets                     26       28       29    (7 )   (10 )
Other                                                140      145      129    (3 )     9
Total noninterest expense                        $ 2,712  $ 2,964  $ 2,699    (9 )%    -  %

Full-time employees at period end                 47,900   48,400   49,800    (1 )%   (4 )%




Total noninterest expense increased slightly compared with the first quarter of
2019 and decreased 9% compared with the fourth quarter of 2019. The increase
compared with the first quarter of 2019 primarily reflects the continued
investments in technology and higher pension expense, partially offset by lower
staff expense and the favorable impact of a stronger U.S. dollar. The
investments in technology are included in staff, professional, legal and other
purchased services, and software and equipment expenses. The decrease compared
with the fourth quarter of 2019 primarily reflects lower severance,
professional, legal and other purchased services and litigation expenses and
decreases in most other expense categories, partially offset by the impact of
vesting of long-term stock awards for retirement eligible employees and higher
pension expense.

Our investments in technology infrastructure and platforms are expected to
continue. As a result, we expect to incur higher technology-related expenses in
2020 than in 2019 and higher pension expense as a result of a lower expected
rate of return on plan assets. These increases are expected to be offset by
decreases in other expenses as we continue to manage overall expenses.

Income taxes

BNY Mellon recorded an income tax provision of $265 million (21.6% effective tax
rate) in the first quarter of 2020, $237 million (19.9% effective tax rate) in
the first quarter of 2019 and $373 million (20.5% effective tax rate) in the
fourth quarter of 2019. For additional information, see Note 11 of the Notes to
Consolidated Financial Statements.



                                                                   BNY Mellon 11
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Review of businesses

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

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.

For information on the accounting principles of our businesses, see Note 19 of
the Notes to Consolidated Financial Statements. For information on the primary
products and services in each line of business, the primary types of revenue by
business and how our businesses are presented and analyzed, see Note 24 of the
Notes to Consolidated Financial Statements in our 2019 Annual Report.

Business results are subject to reclassification when organizational changes are
made. In the first quarter of 2020, we reclassified the results of certain
services provided between the segments from noninterest expense to fee and other
revenue. This activity is offset in the Other segment and relates to services
that are also provided to third parties and provides consistency with the
reporting of the revenues. This adjustment had no impact on income before taxes
of the businesses. Also in the first quarter of 2020, we reclassified the
results related to certain lending activities from the Wealth Management
business to the Pershing business. These loans were originated by the Wealth
Management business as a service to Pershing clients. This resulted in an
increase in total revenue, noninterest expense and income before taxes in the
Pershing business and corresponding decrease in the Wealth Management business.
Prior periods have been restated for both reclassifications. The results are
also subject to refinements in revenue and expense allocation methodologies,
which are typically reflected on a prospective basis.


The results of our businesses may be influenced by client and other activities
that vary by quarter. In the first quarter, staff expense typically increases
reflecting the vesting of long-term stock awards for retirement-eligible
employees. In the third quarter, volume-related fees may decline due to reduced
client activity. In the third quarter, staff expense typically increases
reflecting the annual employee merit increase. In the fourth quarter, we
typically incur higher business development and marketing expenses. In our
Investment Management business, performance fees are typically higher in the
fourth and first quarters, as those quarters represent the end of the
measurement period for many of the performance fee-eligible relationships.

The results of our businesses may also be 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.
On a consolidated basis and in our Investment Services business, we typically
have more foreign currency-denominated expenses than revenues. However, our
Investment Management business typically has more foreign currency-denominated
revenues than expenses. Overall, currency fluctuations impact the year-over-year
growth rate in the Investment Management business more than the Investment
Services business. However, currency fluctuations, in isolation, are not
expected to significantly impact net income on a consolidated basis.

Fee revenue in Investment Management, and to a lesser extent in Investment
Services, is impacted by the value of market indices. At March 31, 2020, we
estimate that a 5% change in global equity markets, spread evenly throughout the
year, would impact fee revenue by less than 1% and diluted earnings per common
share by $0.03 to $0.05.

See Note 19 of the Notes to Consolidated Financial Statements for the consolidating schedules which show the contribution of our businesses to our overall profitability.





12 BNY Mellon
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Investment Services business


(dollars in millions, unless                                                                                1Q20 vs.
otherwise noted)                  1Q20        4Q19   (a)      3Q19   (a)      2Q19   (a)      1Q19   (a) 4Q19    1Q19
Revenue:
Investment services fees:
Asset servicing fees (b)     $   1,147   $   1,138       $   1,138       $   1,126       $   1,111          1  %    3  %
Clearing services fees (c)         470         421             419             411             398         12      18
Issuer services fees               263         264             324             291             251          -       5
Treasury services fees             149         147             139             140             132          1      13
Total investment services
fees                             2,029       1,970           2,020           1,968           1,892          3       7
Foreign exchange and other
trading revenue                    261         151             160             153             157         73      66
Other (d)                          146         115             116             112             112         27      30
Total fee and other revenue      2,436       2,236           2,296           2,233           2,161          9      13
Net interest revenue               806         778             761             783             804          4       -
Total revenue                    3,242       3,014           3,057           3,016           2,965          8       9
Provision for credit losses        149          (5 )           (15 )            (4 )             8         N/M     N/M
Noninterest expense
(excluding amortization of
intangible assets)               1,969       2,160           1,952           1,943           1,961         (9 )     -
Amortization of intangible
assets                              18          19              21              20              20         (5 )   (10 )
Total noninterest expense        1,987       2,179           1,973           1,963           1,981         (9 )     -

Income before income taxes $ 1,106 $ 840 $ 1,099 $


 1,057       $     976         32  %   13  %

Pre-tax operating margin            34 %        28 %            36 %            35 %            33 %

Securities lending revenue $ 46 $ 40 $ 39 $


    40       $      44         15  %    5  %

Total revenue by line of
business:
Asset Servicing              $   1,531   $   1,411       $   1,411       $   1,397       $   1,415          9  %    8  %
Pershing                           653         579             575             572             561         13      16
Issuer Services                    419         415             466             446             396          1       6
Treasury Services                  339         329             312             317             317          3       7
Clearance and Collateral
Management                         300         280             293             284             276          7       9
Total revenue by line of
business                     $   3,242   $   3,014       $   3,057       $   3,016       $   2,965          8  %    9  %

Metrics:
Average loans                $  41,789   $  38,721       $  37,005       $  36,404       $  37,235          8  %   12  %
Average deposits             $ 242,187   $ 215,388       $ 208,044       $ 201,146       $ 195,082         12  %   24  %

AUC/A at period end (in
trillions) (e)               $    35.2   $    37.1       $    35.8       $    35.5       $    34.5         (5 )%    2  %
Market value of securities
on loan at period end (in
billions) (f)                $     389   $     378       $     362       $  

369 $ 377 3 % 3 %

Pershing:


Net new assets (U.S.
platform) (in billions) (g)  $      31   $      33       $      19       $      21       $       -         (6 )%  N/M
Average active clearing
accounts (U.S. platform) (in
thousands)                       6,437       6,340           6,283           6,254           6,169          2  %    4  %
Average long-term mutual
fund assets (U.S. platform)  $ 549,206   $ 573,475       $ 547,522       $ 532,384       $ 507,606         (4 )%    8  %
Average investor margin
loans (U.S. platform)        $   9,419   $   9,420       $   9,222       $   9,440       $  10,093          -  %   (7 )%

Clearance and Collateral
Management:
Average tri-party collateral
management balances (in
billions)                    $   3,724   $   3,562       $   3,550       $   3,400       $   3,266          5  %   14  %

(a) Prior periods have been restated to reflect the reclassifications.

(b) Asset servicing fees include the fees from the Clearance and Collateral

Management business.

(c) Clearing services fees are almost entirely earned by our Pershing business.

(d) Other revenue includes investment management and performance fees,

financing-related fees, distribution and servicing revenue, securities gains

and losses and investment and other income.

(e) Consists of AUC/A primarily from the Asset Servicing business and, to a

lesser extent, the Clearance and Collateral Management, Issuer Services and

Pershing businesses. Includes the AUC/A of CIBC Mellon of $1.2 trillion at

March 31, 2020, $1.5 trillion at Dec. 31, 2019, $1.4 trillion at Sept. 30,

2019 and June 30, 2019 and $1.3 trillion at March 31, 2019.

(f) Represents the total amount of securities on loan in our agency securities

lending program managed by the Investment Services business. Excludes

securities for which BNY Mellon acts as agent on behalf of CIBC Mellon

clients, which totaled $59 billion at March 31, 2020, $60 billion at Dec. 31,

2019, $66 billion at Sept. 30, 2019, $64 billion at June 30, 2019 and $62

billion at March 31, 2019.

(g) Net new assets represents net flows of assets (e.g., net cash deposits and

net securities transfers) in customer accounts in Pershing LLC, a U.S.


    broker-dealer.


N/M - Not meaningful.


                                                                   BNY Mellon 13

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Business description



BNY Mellon Investment Services provides business services and technology
solutions to entities including financial institutions, corporations,
foundations and endowments, public funds and government agencies. Our lines of
business include: Asset Servicing, Pershing, Issuer Services, Treasury Services
and Clearance and Collateral Management. For information on the drivers of the
Investment Services fee revenue, see Note 10 of the Notes to Consolidated
Financial Statements.

We are one of the leading global investment services providers with $35.2 trillion of AUC/A at March 31, 2020.



The Asset Servicing business provides a comprehensive suite of solutions. As one
of the largest global custody and fund accounting providers and a trusted
partner, we offer services for the safekeeping of assets in capital markets
globally as well as alternative investment and structured product strategies. We
provide custody and foreign exchange services, support exchange-traded funds and
unit investment trusts and provide our clients outsourcing capabilities. Our
robust digital and data offerings enable us to provide fully integrated
technology solutions for our clients. We deliver securities lending and
financing solutions on both an agency and principal basis. Our agency securities
lending program is one of the largest lenders of U.S. and non-U.S. securities,
servicing a lendable asset pool of approximately $3.6 trillion in 34 separate
markets. Our market-leading liquidity services portal enables cash investments
for institutional clients and includes fund research and analytics.

Pershing provides execution, clearing, custody, business and technology solutions, delivering dependable operational support to broker-dealers, wealth managers and registered investment advisors (RIAs) globally.



The Issuer Services business includes Corporate Trust and Depositary Receipts.
Our Corporate Trust business delivers a full range of issuer and related
investor services, including trustee, paying agency, fiduciary, escrow and other
financial services. We are a leading provider to the debt capital markets,
providing customized and market-driven solutions to investors, bondholders and
lenders. Our Depositary Receipts business drives

global investing by providing servicing and value-added solutions that enable,
facilitate and enhance cross-border trading, clearing, settlement and ownership.
We are one of the largest providers of depositary receipts services in the
world, partnering with leading companies from more than 50 countries.

Our Treasury Services business provides global payments, liquidity management and trade finance services for financial institutions, corporations and the public sector.



Our Clearance and Collateral Management business clears and settles equity and
fixed-income transactions globally and serves as custodian for tri-party repo
collateral worldwide. We are the primary provider of U.S. government securities
clearance and a provider of non-U.S. government securities clearance. Our
collateral services include collateral management, administration and
segregation. We offer innovative solutions and industry expertise which help
financial institutions and institutional investors with their liquidity,
financing, risk and balance sheet challenges. We are a leading provider of
tri-party collateral management services with an average of $3.7 trillion
serviced globally including approximately $2.8 trillion of the U.S. tri-party
repo market.

Review of financial results

AUC/A of $35.2 trillion increased 2% compared with March 31, 2019, primarily
reflecting higher client inflows, partially offset by lower market values and
the unfavorable impact of a stronger U.S. dollar. AUC/A consisted of 31% equity
securities and 69% fixed-income securities at March 31, 2020 and 35% equity
securities and 65% fixed-income securities at March 31, 2019.

Total revenue of $3.2 billion increased 9% compared with the first quarter of
2019 and 8% compared with the fourth quarter of 2019. Our Investment Services
businesses were favorably impacted by higher client volumes in the first quarter
of 2020 as a result of the current economic environment. See "Impact of
coronavirus pandemic on our business" for additional information. The drivers of
total revenue by line of business are indicated below.

Asset Servicing revenue of $1.5 billion increased 8% compared with the first quarter of 2019 and 9%




14 BNY Mellon
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compared with the fourth quarter of 2019. Both increases primarily reflect
higher foreign exchange and other trading revenue. The increase compared with
the first quarter of 2019 also reflects higher volumes from existing clients,
partially offset by lower net interest revenue. The decrease in net interest
revenue primarily reflects lower rates, partially offset by higher deposits and
loans.

Pershing revenue of $653 million increased 16% compared with the first quarter
of 2019 and 13% compared with the fourth quarter of 2019. Both increases
primarily reflect higher clearing volumes and a one-time fee. The increase
compared with the first quarter of 2019 also reflects growth in client assets
and accounts.

Issuer Services revenue of $419 million increased 6% compared with the first
quarter of 2019 and 1% compared with the fourth quarter of 2019. The increase
compared with the first quarter of 2019 reflects higher Corporate Trust and
Depositary Receipts fees. The increase compared with the fourth quarter of 2019
primarily reflects higher Depositary Receipts fees.

Treasury Services revenue of $339 million increased 7% compared with the first
quarter of 2019 and 3% compared with the fourth quarter of 2019. Both increases
primarily reflect higher fees and net interest revenue. The increase in net
interest revenue was driven by deposit growth.

Clearance and Collateral Management revenue of $300 million increased 9%
compared with the first quarter of 2019 and 7% compared with the fourth quarter
of 2019. Both increases primarily reflect growth in collateral management and
clearance volumes and higher net interest revenue.

Market and regulatory trends are driving investable assets toward lower fee
asset management products at reduced margins for our clients. These dynamics are
also negatively impacting our investment services fees. However, at the same
time, these trends are providing additional outsourcing opportunities as clients
and other market participants seek to comply with new regulations and reduce
their operating costs.

Noninterest expense of $2.0 billion increased slightly compared with the first
quarter of 2019 and decreased 9% compared with the fourth quarter of 2019. The
increase compared with the first quarter of 2019 was primarily driven by
continued investments in technology. The decrease compared with the fourth
quarter of 2019 primarily reflects lower severance and litigation expenses,
partially offset by higher other staff expense.



                                                                   BNY Mellon 15
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Investment Management business




                                                                                                   1Q20 vs.

(dollars in millions) 1Q20 4Q19 (a) 3Q19 (a) 2Q19

  (a)     1Q19   (a) 4Q19    1Q19
Revenue:
Investment management
fees (b)                 $    812   $    836       $    830       $    831       $    810         (3 )%    -  %
Performance fees               50         48              2              2             31          4      61
Investment management
and performance fees (c)      862        884            832            833            841         (2 )     2
Distribution and
servicing                      43         44             45             44             45         (2 )    (4 )
Other (b)                     (59 )       (4 )          (39 )          (23 )          (17 )      N/M     N/M
Total fee and other
revenue (b)                   846        924            838            854            869         (8 )    (3 )
Net interest revenue           52         47             49             59             67         11     (22 )
Total revenue                 898        971            887            913            936         (8 )    (4 )
Provision for credit
losses                          9          -              -             (2 )            1        N/M     N/M
Noninterest expense
(excluding amortization
of intangible assets)         687        722            582            646            660         (5 )     4
Amortization of
intangible assets               8          9             10              9              9        (11 )   (11 )
Total noninterest
expense                       695        731            592            655            669         (5 )     4
Income before income
taxes                    $    194   $    240       $    295       $    260

$ 266 (19 )% (27 )%



Pre-tax operating margin       22 %       25 %           33 %           29 %           28 %
Adjusted pre-tax
operating margin -
Non-GAAP (d)                   24 %       27 %           37 %           32 %           31 %

Total revenue by line of
business:
Asset Management         $    620   $    692       $    608       $    622       $    640        (10 )%   (3 )%
Wealth Management             278        279            279            291            296          -      (6 )
Total revenue by line of
business                 $    898   $    971       $    887       $    913       $    936         (8 )%   (4 )%

Average balances:
Average loans            $ 12,124   $ 12,022       $ 12,013       $ 12,205       $ 12,339          1  %   (2 )%
Average deposits         $ 16,144   $ 15,195       $ 14,083       $ 14,615       $ 15,815          6  %    2  %

(a) Prior periods have been restated to reflect the reclassifications.

(b) Total fee and other revenue includes the impact of the consolidated

investment management funds, net of noncontrolling interests. Additionally,

other revenue includes asset servicing fees, treasury services fees, foreign

exchange and other trading revenue and investment and other income.

(c) On a constant currency basis, investment management and performance fees


    increased 3% (Non-GAAP) compared with the first quarter of 2019. See
    "Supplemental information - Explanation of GAAP and Non-GAAP financial
    measures" beginning on page 43 for the reconciliation of this Non-GAAP
    measure.

(d) Net of distribution and servicing expense. See "Supplemental information -

Explanation of GAAP and Non-GAAP financial measures" beginning on page 43 for

the reconciliation of this Non-GAAP measure.




N/M - Not meaningful.



16 BNY Mellon

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AUM trends                                                                                  1Q20 vs.
(dollars in billions)                     1Q20      4Q19      3Q19      2Q19      1Q19   4Q19    1Q19
AUM at period end, by product type:
(a)
Equity                                 $   120   $   154   $   147   $   152   $   149    (22 )%  (19 )%
Fixed income                               211       224       211       209       208     (6 )     1
Index                                      274       339       321       322       333    (19 )   (18 )
Liability-driven investments               705       728       742       709       709     (3 )    (1 )
Multi-asset and alternative
investments                                171       192       182       184       178    (11 )    (4 )
Cash                                       315       273       278       267       264     15      19
Total AUM by product type              $ 1,796   $ 1,910   $ 1,881   $ 1,843   $ 1,841     (6 )%   (2 )%

Changes in AUM: (a)
Beginning balance of AUM               $ 1,910   $ 1,881   $ 1,843   $ 1,841   $ 1,722
Net (outflows) inflows:
Long-term strategies:
Equity                                      (2 )      (6 )      (4 )      (2 )      (4 )
Fixed income                                 -         5         2        (4 )       3
Liability-driven investments                (5 )      (3 )      (4 )       1         5
Multi-asset and alternative
investments                                 (1 )       3        (1 )       1        (4 )
Total long-term active strategies
(outflows)                                  (8 )      (1 )      (7 )      (4 )       -
Index                                        3        (5 )      (3 )     (22 )      (2 )
Total long-term strategies (outflows)       (5 )      (6 )     (10 )     (26 )      (2 )
Short-term strategies:
Cash                                        43        (7 )      11         2         2
Total net inflows (outflows)                38       (13 )       1       (24 )       -
Net market impact                          (91 )     (20 )      66        42       103
Net currency impact                        (61 )      62       (29 )     (16 )      16
Ending balance of AUM                  $ 1,796   $ 1,910   $ 1,881   $ 1,843   $ 1,841     (6 )%   (2 )%

Wealth Management client assets (b) $ 236 $ 266 $ 259 $ 257 $ 253 (11 )% (7 )%




(a)  Excludes securities lending cash management assets and assets managed in
the Investment Services business.
(b)  Includes AUM and AUC/A in the Wealth Management business.


Business description



Our Investment Management business consists of two lines of business, Asset
Management and Wealth Management. Our investment firms deliver a highly
diversified portfolio of investment strategies independently, and through our
global distribution network, to institutional and retail clients globally. BNY
Mellon Wealth Management provides investment management, custody, wealth and
estate planning and private banking services. See pages 16 and 17 of our 2019
Annual Report for additional information on our Investment Management business.

Review of financial results

AUM decreased 2% compared with March 31, 2019 primarily reflecting the unfavorable impact of a stronger U.S. dollar (principally versus the British pound).

Net long-term strategy outflows were $5 billion in the first quarter of 2020, primarily resulting from outflows of liability-driven investments and equity

funds. Short-term strategy inflows were $43 billion in the first quarter of 2020. Market and regulatory trends have resulted in increased demand for lower fee asset management products and for performance-based fees.

Total revenue of $898 million decreased 4% compared with the first quarter of 2019 and 8% compared with the fourth quarter of 2019.



Our Investment Management business was impacted by lower investment and other
income, investment management fees and lower market values as a result of the
current macroeconomic environment. See "Impact of coronavirus pandemic on our
business" for additional information.

Asset Management revenue of $620 million decreased 3% compared with the first
quarter of 2019 and 10% compared with the fourth quarter of 2019. The decrease
compared with the first quarter of 2019 primarily reflects equity investment
losses, including seed capital, and an unfavorable change in the mix of AUM
since the first quarter of 2019, partially offset


                                                                   BNY Mellon 17
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by higher performance fees and market values. The decrease compared with the
fourth quarter of 2019 primarily reflects equity investment losses, including
seed capital, the impact of hedging activities and lower market values.

Wealth Management revenue of $278 million decreased 6% compared with the first
quarter of 2019 and decreased slightly compared with the fourth quarter of 2019.
The decrease compared with the first quarter of 2019 reflects lower net interest
revenue due to lower interest rates, offset by the impact of higher deposits.


Revenue generated in the Investment Management business included 42% from non-U.S. sources in the first quarter of 2020, compared with 40% in the first quarter of 2019 and 42% in the fourth quarter of 2019.



Noninterest expense of $695 million increased 4% compared with the first quarter
of 2019 and decreased 5% compared with the fourth quarter of 2019. The increase
compared with the first quarter of 2019 primarily reflects higher professional,
legal and other purchased services expense. The decrease compared with the
fourth quarter of 2019 primarily reflects lower severance expense.

Other segment


(in millions)                             1Q20      4Q19   (a)    3Q19   (a)    2Q19   (a)    1Q19   (a)
Fee revenue                            $    21   $   817       $    (5 )     $    24       $    17
Net securities gains (losses)                9       (23 )          (1 )           7             1
Total fee and other revenue                 30       794            (6 )          31            18
Net interest (expense)                     (44 )     (10 )         (80 )         (40 )         (30 )
Total (loss) revenue                       (14 )     784           (86 )          (9 )         (12 )
Provision for credit losses                 11        (3 )          (1 )          (2 )          (2 )
Noninterest expense                         30        54            25            29            49

(Loss) income before income taxes $ (55 ) $ 733 $ (110 )

 $   (36 )     $   (59 )

Average loans and leases               $ 1,961   $ 1,974       $ 1,817       $ 1,764       $ 1,784

(a) Prior periods have been restated to reflect the reclassifications.

See page 18 of our 2019 Annual Report for additional information on the Other segment.



Review of financial results

Fee revenue, net securities gains (losses) and net interest expense include corporate treasury and other investment activity, including hedging activity which offsets between fee revenue and net interest expense.



Total revenue decreased $798 million compared with the fourth quarter of 2019,
primarily reflecting the gain on the sale of an equity investment recorded in
the fourth quarter of 2019.

Net interest expense increased $14 million compared with the first quarter of
2019 and $34 million compared with the fourth quarter of 2019. Both increases
primarily reflect corporate treasury activity.

Noninterest expense decreased $19 million compared with the first quarter of
2019 primarily reflecting lower staff expense. Noninterest expense decreased $24
million compared to the fourth quarter of 2019 primarily reflecting lower
severance, partially offset by higher other staff expense, including pension
expense.

Critical accounting estimates



Our significant accounting policies are described in Note 1 of the Notes to
Consolidated Financial Statements in our 2019 Annual Report and in Note 2 of the
Notes to Consolidated Financial Statements in this Form 10-Q. Our critical
accounting estimates are those related to the allowance for credit losses, fair
value of financial instruments and derivatives, goodwill and other intangibles
and litigation and regulatory contingencies, as referenced below.



18 BNY Mellon
--------------------------------------------------------------------------------

Critical accounting estimates        Reference
Allowance for credit losses          See below.
Fair value of financial instruments  2019 Annual Report, pages 23-24.
and derivatives
Goodwill and other intangibles       2019 Annual Report, pages 24-25. Also, see
                                     below.
Litigation and regulatory            "Legal proceedings" in Note 18 of the Notes
contingencies                        to Consolidated Financial Statements.




Allowance for credit losses

The allowance for credit losses covers financial assets subject to credit losses
and measured at amortized cost, including loans and lending-related commitments,
held-to-maturity securities, certain securities financing transactions and
deposits with banks. The allowance for credit losses is intended to adjust the
carrying value of these assets by an estimated amount of credit losses that we
expect to incur over the life of the asset. Similarly, the allowance for credit
losses on lending-related commitments and other off-balance sheet financial
instruments is meant to capture the credit losses that we expect to recognize in
these portfolios as of the balance sheet date.

A quantitative methodology and qualitative framework is used to estimate the allowance for credit losses.



The quantitative component of our estimate uses models and methodologies that
categorize financial assets based on product type, collateral type, and other
credit trends and risk characteristics, including relevant information about
past events, current conditions and reasonable and supportable forecasts of
future economic conditions that affect the collectability of the recorded
amounts. For the quantitative component, we segment portfolios into various
major components including commercial loans and lease financing, commercial real
estate, financial institutions, residential mortgages, and other. The
segmentation of our debt securities portfolios is by major asset class and is
influenced by whether the security is structured or non-structured (i.e., direct
obligation), as well as the issuer type. The components of the credit loss
calculation for each major portfolio or asset class include a probability of
default, loss given default and exposure at default, as applicable, and their
values depend on the forecast behavior of variables in the macroeconomic
environment. We utilize a multi-scenario

macroeconomic forecast which includes a weighting of baseline, stronger
near-term growth and moderate recession scenarios and allows us to develop our
estimate using a wide span of economic variables. Our baseline scenario reflects
a view on likely performance of each global region and the other two scenarios
are designed relative to the baseline scenario. The scenarios include a
reasonable and supportable forecast period, typically two to three years, and a
reversion period, in which the economic data reverts to long-term historical
experience of each economic variable. In general, the forecasts across the
alternative economic scenarios tend to revert toward the long-term trends after
the forecast period, which is the period in which the confidence interval is
considered reasonable and supportable. The speed at which the scenario specific
forecasts revert is based on observed historical patterns of mean reversion that
are reflected in our model parameter estimates. Certain macroeconomic variables
such as unemployment or home prices take longer to revert after a contraction,
though specific recovery times are scenario-specific. Reversion will usually
take longer the further away the scenario specific forecast is from the
historical mean. On a quarterly basis, and within a developed governance
structure, we update these scenarios for current economic conditions and may
adjust the scenario weighting based on our economic outlook. The Company uses
its best judgment to assess these economic conditions and loss data in
estimating the allowance for credit losses and these estimates are subject to
periodic refinement based on changes to underlying external or Company-specific
historical data.

In the quantitative component of our estimate, we measure expected credit losses
using an individual evaluation method if the risk characteristics of the asset
is no longer consistent with the portfolio or class of asset. For these assets
we do not employ the macroeconomic model calculation but consider factors such
as payment status, collateral value, the obligor's financial condition,
guarantor support, the probability of collecting scheduled principal and
interest payments when due, and recovery expectations if they can be reasonably
estimated. For loans, we measure the expected credit loss as the difference
between the amortized cost basis in the loan and the present value of the
expected future cash flows from the borrower which is generally discounted at
the loan's effective interest rate, or the fair value of the collateral, if the
loan is collateral dependent. We generally consider nonperforming loans as well
as loans that have been or are


                                                                   BNY Mellon 19
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anticipated to be modified under a troubled debt restructuring for individual evaluation given the risk characteristics of such loans.



Available-for-sale debt securities are recorded at fair value. When an
available-for-sale debt security is in an unrealized loss position, we employ a
methodology to identify and estimate the credit loss portion of the unrealized
loss position. The measurement of expected credit losses is performed at the
security level and is based on our best single estimate of cash flows, on a
discounted basis; however, we do not specifically employ the macroeconomic
forecasting models and scenarios summarized above.

The qualitative component of our estimate for the allowance for credit losses is
intended to capture expected losses that may not have been fully captured in the
quantitative component. Through an established governance structure, management
determines the qualitative allowance each period based on an evaluation of
various internal and environmental factors which include: scenario weighting and
sensitivity risk, credit concentration risk, economic conditions and other
considerations. We may also make adjustments for idiosyncratic risks or natural
disaster risks.

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 and
recoveries.

Our allowance for credit losses is sensitive to a number of inputs, most notably
the credit ratings assigned to each borrower as well as macroeconomic forecast
assumptions that are incorporated in our estimate of credit losses through the
expected life of the loan portfolio. Thus, as the macroeconomic environment and
related forecasts change, the allowance for credit losses may change materially.
The following sensitivity analyses do not represent management's expectations of
the deterioration of our portfolios or the economic environment, but are
provided as hypothetical scenarios to assess the sensitivity of the allowance
for credit losses to changes in key inputs. If each credit were rated one grade
better, the allowance would have decreased by $90 million, while if each credit
were rated one grade worse, the allowance would have increased by $127 million.
Pertaining to our multi-scenario based macroeconomic forecast, in determining
the March 31, 2020 allowance for credit losses, we placed

meaningful weighting towards a moderate recession scenario that assumes
contraction in many important economic variables over several quarters. From a
sensitivity perspective, for every ten percentage points change in weighting
applied to the recessionary scenario, the allowance for credit losses would
change by approximately $20 million.

Goodwill and other intangible assets

BNY Mellon's business segments include six reporting units for which goodwill impairment testing is performed on an annual basis. The Investment Services segment is comprised of four reporting units and the Investment Management segment is comprised of two reporting units.

An interim test is performed when events or circumstances occur that may indicate that it is more likely than not that the fair value of any reporting unit may be less than its carrying value.



Due to significant changes in the macroeconomic environment in the first quarter
of 2020, we performed an interim goodwill impairment test of the Asset
Management reporting unit, resulting in no goodwill impairment. The fair value
of the Asset Management reporting unit, with $7.2 billion of allocated goodwill,
exceeded its carrying value by approximately 2%.

Estimated cash flows used in the income approach were based on management's
projections as of March 31, 2020. The discount rate applied to these cash flows
was 10% and incorporated a 7% market equity risk premium. We assumed a long-term
growth rate of 3.6%. 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 cash flow estimates include, among
others, market values of assets we manage, customer behaviors and attrition,
changes in revenue growth trends, certain money market fee waiver practices,
cost structures and technology, regulatory and legislative changes, specific
industry or market sector conditions, competition and changes in interest rates.
In the future, small changes in the assumptions, such as changes in the cash
flow estimates, discount rate or long-term growth rate, or a prolonged
macroeconomic downturn could produce a material non-cash goodwill impairment,
which would have no impact on our regulatory capital ratios.



20 BNY Mellon
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As of March 31, 2020, if the discount rate applied to the estimated cash flows
was increased or decreased by 25 basis points, the fair value of the Asset
Management reporting unit would decrease or increase by 4%, respectively.
Similarly, if the long-term growth rate was increased or decreased by 10 basis
points, the fair value of the Asset Management reporting unit would increase or
decrease by approximately 1%, respectively.

Consolidated balance sheet review



One of our key risk management objectives is to maintain a balance sheet that
remains strong throughout market cycles to meet the expectations of our major
stakeholders, including our shareholders, clients, creditors and regulators.

We also seek to undertake overall liquidity risk, including intraday liquidity
risk, that stays within our risk appetite. The objective of our balance sheet
management strategy is to maintain a balance sheet that is characterized by
strong liquidity and 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. In managing the balance
sheet, appropriate consideration is given to balancing the competing needs of
maintaining sufficient levels of liquidity and complying with applicable
regulations and supervisory expectations while optimizing profitability.

At March 31, 2020, total assets were $468 billion, compared with $382 billion at
Dec. 31, 2019. The increase in total assets was primarily driven by higher
interest-bearing deposits with the Federal Reserve and other central banks and
higher securities, resulting from significant deposit inflows. Deposits totaled
$337 billion at March 31, 2020, compared with $259 billion at Dec. 31, 2019. The
increase reflects the current macroeconomic environment. Total interest-bearing
deposits as a percentage of total interest-earning assets were 60% at March 31,
2020 and 62% at Dec. 31, 2019. The higher level of client deposits received in
the first quarter of 2020 was primarily placed with the Federal Reserve and
other

central banks or in short-term deposits with large global banks.



At March 31, 2020, available funds totaled $202 billion which include cash and
due from banks, interest-bearing deposits with the Federal Reserve and other
central banks, interest-bearing deposits with banks and federal funds sold and
securities purchased under resale agreements. This compares with available funds
of $145 billion at Dec. 31, 2019. Total available funds as a percentage of total
assets were 43% at March 31, 2020 and 38% at Dec. 31, 2019. For additional
information on our liquid funds and available funds, see "Liquidity and
dividends."

Securities were $139 billion, or 30% of total assets, at March 31, 2020, compared with $123 billion, or 32% of total assets, at Dec. 31, 2019. The increase in securities primarily reflects investments in U.S. Treasury securities, commercial paper and CDs, agency residential mortgage-backed securities ("RMBS") and an increase in the net unrealized pre-tax gain. For additional information on our securities portfolio, see "Securities" and Note 4 of the Notes to Consolidated Financial Statements.



Loans were $62 billion, or 13% of total assets, at March 31, 2020, compared with
$55 billion, or 14% of total assets, at Dec. 31, 2019. The increase was
primarily driven by higher overdrafts and higher loans in the financial
institutions and commercial portfolios. For additional information on our loan
portfolio, see "Loans" and Note 5 of the Notes to Consolidated Financial
Statements.

Long-term debt totaled $27.5 billion at both March 31, 2020 and Dec. 31, 2019.
Maturities of $1.8 billion were offset by issuances and an increase in the fair
value of hedged long-term debt. For additional information on long-term debt,
see "Liquidity and dividends."

The Bank of New York Mellon Corporation total shareholders' equity decreased to $41.1 billion at March 31, 2020 from $41.5 billion at Dec. 31, 2019. For additional information, see "Capital."

BNY Mellon 21
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Country risk exposure



The following table presents BNY Mellon's top 10 exposures by country (excluding
the U.S.) as of March 31, 2020, as well as certain countries with higher-risk
profiles, and is presented on an internal risk management basis. We monitor our
exposure to these and other countries as part of our internal country risk
management process.


The country risk exposure below reflects the Company's risk to an immediate
default of the counterparty or obligor based on the country of residence of the
entity which incurs the liability. If there is credit risk mitigation, the
country of residence of the entity providing the risk mitigation is the country
of risk. The country of risk for securities is generally based on the domicile
of the issuer of the security.

Country risk exposure at
March 31, 2020               Interest-bearing deposits
(in billions)              Central banks           Banks       Lending (a)       Securities (b)       Other (c)       Total exposure
Top 10 country exposure:
United Kingdom ("UK")     $         15.5        $    0.4     $         1.4     $            4.8     $       4.4     $           26.5
Germany                             16.7             0.7               0.7                  4.0             0.3                 22.4
Japan                               19.3             0.9               0.2                  0.4             0.3                 21.1
Belgium                              7.9             1.2               0.1                  0.2               -                  9.4
Canada                                 -             2.5               0.2                  4.1             2.5                  9.3
China                                  -             2.6               1.3                    -             0.3                  4.2
France                               0.1             0.9                 -                  2.3             0.6                  3.9
Ireland                              0.6             0.1               0.5                  0.5             2.0                  3.7
Singapore                              -             1.7               0.2                  0.9             0.6                  3.4
South Korea                          0.1             0.4               1.8                    -             0.1                  2.4
Total Top 10 country
exposure                  $         60.2        $   11.4     $         6.4     $           17.2     $      11.1     $          106.3   (d)

Select country exposure:
Italy                     $          0.1        $    0.6     $           -     $            1.4     $         -     $            2.1
Brazil                                 -               -               1.5                  0.1             0.1                  1.7
Total select country
exposure                  $          0.1        $    0.6     $         1.5     $            1.5     $       0.1     $            3.8

(a) Lending includes loans, acceptances, issued letters of credit, net of

participations, and lending-related commitments.

(b) Securities include both the available-for-sale and held-to-maturity

portfolios.

(c) Other exposures include over-the-counter ("OTC") derivative and securities

financing transactions, net of collateral.

(d) The top 10 country exposures comprise approximately 80% of our total non-U.S.


    exposure.




Based on our internal country risk management process at March 31, 2020, our
largest country risk exposure was to the UK, which withdrew from the European
Union ("EU") on Jan. 31, 2020. For additional information, see "Other Matters -
UK's Withdrawal from the EU ("Brexit")" and "Risk Factors - The UK's withdrawal
from the EU may have negative effects on global economic conditions, global
financial markets, and our business and results of operations" both included in
our 2019 Annual Report.

Events in recent years have resulted in increased focus on Italy and Brazil. The
country risk exposure to Italy primarily consists of investment grade sovereign
debt. The country risk exposure to Brazil

is primarily short-term trade finance loans extended to large financial institutions. We also have operations in Brazil providing investment services and investment management services.

Securities



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



22 BNY Mellon

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

Securities
portfolio
                                                                                        Fair                                         Ratings (b)
                                               1Q20                                    value
                  Dec. 31, 2019           change in        March 31, 2020          as a % of                                               BB+
(dollars in                Fair          unrealized    Amortized        Fair       amortized      Unrealized           AAA/   A+/  BBB+/   and      

Not


millions)                 value         gain (loss)         cost       value        cost (a)     gain (loss)           AA-    A-    BBB-  lower  

A1+/A1 rated Agency RMBS $ 54,646 $ 809 $ 56,002 $ 57,078

             102 % $       1,076           100 %   - %    - %    - %     - %    - %
U.S. Treasury            18,865                 368       24,367      24,803             102             436           100     -      -      -       -      -
Sovereign
debt/sovereign
guaranteed (c)           13,404                  23       13,710      13,833             101             123            72     6     21      1       -      -
Agency
commercial
mortgage-backed
securities
("MBS")                  10,613                 295       11,183      11,534             103             351           100     -      -      -       -      -
Foreign covered
bonds (d)                 4,276                 (20 )      5,361       5,349             100             (12 )         100     -      -      -       -      -
Supranational             3,734                  13        4,316       4,339             101              23           100     -      -      -       -      -
Collateralized
loan
obligations
("CLOs")                  4,063                (228 )      4,341       4,098              94            (243 )          99     -      -      -       -      1
Commercial
paper/CDs                     -                   1        3,464       3,465             100               1             -     -      -      -     100      -
U.S. government
agencies                  2,933                  98        3,303       3,421             104             118           100     -      -      -       -      -
Foreign
government
agencies (e)              2,641                  22        2,736       2,761             101              25            95     5      -      -       -      -
Non-agency
commercial MBS            2,165                 (80 )      2,501       2,452              98             (49 )         100     -      -      -       -      -
Other
asset-backed
securities
("ABS")                   2,143                 (39 )      2,257       2,220              98             (37 )         100     -      -      -       -      -
Non-agency
RMBS (f)                  1,316                (129 )      1,479       1,548             105              69            47     8      2     26       -     17
State and
political
subdivisions              1,061                  (9 )        983       1,001             102              18            76    23      -      -       -      1
Corporate bonds             853                  (7 )        804         818             102              14            18    69     13      -       -      -
Other                         1                   -            1           1             100               -             -     -      -      -       -    100
Total
securities      $       122,714   (g) $       1,117   $  136,808   $ 138,721   (g)       101 % $       1,913   (g)(h)   94 %   1 %    2 %    - %     3 %    - %


(a) Amortized cost reflects historical impairments.

(b) Represents ratings by Standard & Poor's ("S&P") or the equivalent.

(c) Primarily consists of exposure to UK, France, Germany, Spain, Italy and

Singapore.

(d) Primarily consists of exposure to Canada, UK, Australia and Norway.

(e) Primarily consists of exposure to Germany, the Netherlands and Finland.

(f) Includes RMBS that were included in the former Grantor Trust of $640 million

at Dec. 31, 2019 and $535 million at March 31, 2020.

(g) Includes net unrealized losses on derivatives hedging securities

available-for-sale of $641 million at Dec. 31, 2019 and $1,665 million at

March 31, 2020.

(h) Includes unrealized gains of $800 million at March 31, 2020 related to


    available-for-sale securities, net of hedges.




The fair value of our securities portfolio, including related hedges, was $138.7
billion at March 31, 2020, compared with $122.7 billion at Dec. 31, 2019. The
increase primarily reflects investments in U.S. Treasury securities, commercial
paper and CDs, agency RMBS, and an increase in the net unrealized pre-tax gain.
At March 31, 2020, the securities portfolio, including the impact of interest
rate swap hedges, is 69% fixed rate and 31% floating rate.

Included in securities were $1.2 billion of commercial paper and $943 million of
CDs purchased from affiliated money market mutual funds in order to provide
liquidity support to the funds. The purchase price was in excess of the fair
value by $8 million and was recorded in other expense on the consolidated income
statement.

Also included in our securities portfolio was $651 million of commercial paper
and CDs purchased from money market mutual funds managed by third parties and
funded through the MMLF program.

At March 31, 2020, the securities portfolio had a net unrealized gain, including
the impact of related hedges, of $1.9 billion, compared with a net unrealized
gain, including the impact of related hedges, of $796 million at Dec. 31, 2019.
The increase in the net unrealized pre-tax gain was primarily driven by lower
market interest rates.

The unrealized gain (after-tax) on our available-for-sale securities portfolio,
net of hedges, included in accumulated other comprehensive income ("OCI") was
$608 million at March 31, 2020, compared with


                                                                   BNY Mellon 23
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an unrealized gain (after-tax) of $361 million at Dec. 31, 2019. The increase in
the unrealized gain, net of tax, was primarily driven by lower market interest
rates.

At March 31, 2020, 94% of the securities in our portfolio were rated AAA/AA-, compared with 95% at Dec. 31, 2019.




See Note 4 of the Notes to Consolidated Financial Statements for the pre-tax net
securities gains (losses) by security type. See Note 15 of the Notes to
Consolidated Financial Statements for details of securities by level in the fair
value hierarchy.

The following table presents the amortizable purchase premium (net of discount)
related to the securities portfolio and accretable discount related to the 2009
restructuring of the securities portfolio.

Net premium amortization and discount
accretion of securities (a)
(dollars in millions)                           1Q20      4Q19      3Q19      2Q19      1Q19
Amortizable purchase premium (net of
discount) relating to securities:
Balance at period end                        $ 1,555   $ 1,319   $ 1,308   $ 1,315   $ 1,388
Estimated average life remaining at period
end (in years)                                   3.8       4.3       4.2       4.5       4.8
Amortization                                 $   101   $   100   $    95   $    91   $    78
Accretable discount related to the prior
restructuring of the securities portfolio:
Balance at period end                        $   159   $   163   $   171   $   181   $   193
Estimated average life remaining at period
end (in years)                                   6.1       6.3       6.3       6.3       6.3
Accretion                                    $    11   $    12   $    13   $    13   $    16

(a) Amortization of purchase premium decreases net interest revenue while


    accretion of discount increases net interest revenue. Both were recorded on a
    level yield basis.




Loans

Total exposure -
consolidated                             March 31, 2020                            Dec. 31, 2019
                                             Unfunded        Total                    Unfunded        Total
(in billions)                   Loans     commitments     exposure       Loans     commitments     exposure
Non-margin loans:
Financial institutions       $   14.2   $        35.3   $     49.5     $  12.5   $        34.4   $     46.9
Commercial                        3.4            11.0         14.4         1.8            12.6         14.4
Subtotal institutional           17.6            46.3         63.9        14.3            47.0         61.3
Wealth management loans and
mortgages                        16.3             0.8         17.1        16.2             0.8         17.0
Commercial real estate            6.5             3.0          9.5         5.6             3.6          9.2
Lease financings                  1.1               -          1.1         1.1               -          1.1
Other residential mortgages       0.5               -          0.5         0.5               -          0.5
Overdrafts                        6.1               -          6.1         2.7               -          2.7
Other                             1.2               -          1.2         1.2               -          1.2
Subtotal non-margin loans        49.3            50.1         99.4        41.6            51.4         93.0
Margin loans                     13.1             0.1         13.2        13.4             0.1         13.5
Total                        $   62.4   $        50.2   $    112.6     $  55.0   $        51.5   $    106.5

At March 31, 2020, total exposures of $112.6 billion increased 6% compared with Dec. 31, 2019, primarily reflecting higher overdrafts and exposure in the financial institutions portfolio.

Our financial institutions and commercial portfolios comprise our largest concentrated risk. These portfolios comprised 57% of our total exposure at March 31, 2020 and 58% at Dec. 31, 2019. Additionally, most of our overdrafts relate to financial institutions.





24 BNY Mellon
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Financial institutions

The financial institutions portfolio is shown below.




Financial institutions                       March 31, 2020                                    Dec. 31, 2019
portfolio exposure                     Unfunded        Total   % Inv.    % due                   Unfunded        Total
(dollars in billions)     Loans     commitments     exposure    grade   <1 yr.      Loans     commitments     exposure
Securities industry      $  4.2   $        24.5   $     28.7       99 %     99 %   $  2.9   $        23.4   $     26.3
Banks                       7.5             1.1          8.6       80       98        7.4             1.1          8.5
Asset managers              1.3             6.5          7.8       99       82        1.3             6.4          7.7
Insurance                   0.3             2.4          2.7      100        8          -             2.7          2.7
Government                  0.1             0.2          0.3      100       64        0.1             0.3          0.4
Other                       0.8             0.6          1.4       96       57        0.8             0.5          1.3
Total                    $ 14.2   $        35.3   $     49.5       96 %     90 %   $ 12.5   $        34.4   $     46.9

The financial institutions portfolio exposure was $49.5 billion at March 31, 2020, an increase of 6% compared with Dec. 31, 2019, primarily reflecting increased exposure in the securities industry portfolio. In addition, we experienced increased drawdowns of committed exposure.



Financial institution exposures are high quality, with 96% of the exposures
meeting the investment grade equivalent criteria of our internal credit rating
classification at March 31, 2020. Each customer is assigned an internal credit
rating, which is mapped to an equivalent external rating agency grade based upon
a number of dimensions, which are continually evaluated and may change over
time. For ratings of non-U.S. counterparties, our internal credit rating is
generally capped at a rating equivalent to the sovereign rating of the country
where the counterparty resides, regardless of the internal credit rating
assigned to the counterparty or the underlying collateral.

In addition, 79% of the financial institutions exposure is secured. For example,
securities industry clients and asset managers often borrow against marketable
securities held in custody.

The exposure to financial institutions is generally short-term with 90% of the exposures expiring within one year. At March 31, 2020, 19% of the exposure to

financial institutions had an expiration within 90 days, compared with 18% at Dec. 31, 2019.



At March 31, 2020, the secured intraday credit provided to dealers in connection
with their tri-party repo activity totaled $20.6 billion and was included in the
securities industry portfolio. Dealers secure the outstanding intraday credit
with high-quality liquid collateral having a market value in excess of the
amount of the outstanding credit. Secured intraday credit facilities represent
nearly half of the exposure in the financial institutions portfolio and are
reviewed and reapproved annually.

Our banks exposure primarily relates to our global trade finance. These exposures are short-term in nature, with 98% due in less than one year. The investment grade percentage of our bank exposure was 80% at March 31, 2020, compared with 77% at Dec. 31, 2019. Our non-investment grade exposures are primarily in Brazil. These loans are primarily trade finance loans.



The asset managers portfolio exposure is high-quality, with 99% of the exposures
meeting our investment grade equivalent ratings criteria as of March 31, 2020.
These exposures are generally short-term liquidity facilities, with the majority
to regulated mutual funds.



                                                                   BNY Mellon 25

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Commercial

The commercial portfolio is presented below.



Commercial portfolio exposure                      March 31, 2020                                    Dec. 31, 2019
                                             Unfunded        Total   % Inv.    % due                    Unfunded        Total
(dollars in billions)           Loans     commitments     exposure    grade   <1 yr.       Loans     commitments     exposure
Manufacturing                 $   1.4   $         3.7   $      5.1       94 %     14 %   $   0.9   $         4.2   $      5.1
Services and other                1.3             2.9          4.2       95       24         0.6             3.7          4.3
Energy and utilities              0.7             3.5          4.2       93        5         0.3             3.7          4.0
Media and telecom                   -             0.9          0.9       93        -           -             1.0          1.0
Total                         $   3.4   $        11.0   $     14.4       94 %     13 %   $   1.8   $        12.6   $     14.4





The commercial portfolio exposure was $14.4 billion at March 31, 2020, unchanged
from Dec. 31, 2019, however, we did experience increased drawdowns of committed
exposure.

We have $750 million of total direct exposure to the oil and gas industry, most
of which is reflected in the energy and utilities portfolio in the table above.
This exposure is to refining, exploration and production and integrated
companies and was 65% investment grade at March 31, 2020 and 91% at Dec. 31,
2019.

Our credit strategy is to focus on investment grade clients that are active
users of our non-credit services.
The following table summarizes the percentage of the financial institutions and
commercial portfolio exposures that are investment grade.

Percentage of the portfolios that are investment grade


                                                       Quarter ended
                                                                            June 30,      March 31,
                       March 31, 2020   Dec. 31, 2019   Sept. 30, 2019          2019           2019
Financial institutions             96 %            95 %             95 %          95 %           94 %
Commercial                         94 %            96 %             95 %          95 %           95 %




Wealth management loans and mortgages



Our wealth management exposure was $17.1 billion at March 31, 2020, compared
with $17.0 billion at Dec. 31, 2019. Wealth management loans and mortgages
primarily consist 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 a weighted-average
loan-to-value ratio of 62% at origination. Less than 1% of the mortgages were
past due at March 31, 2020.

At March 31, 2020, the wealth management mortgage portfolio consisted of the following geographic concentrations: California - 23%; New York - 17%; Massachusetts - 10%; Florida - 8%; and other - 42%.




26 BNY Mellon
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Commercial real estate

The composition of the commercial real estate portfolio by asset class, including percentage secured, is presented below.



Composition of commercial real estate portfolio
by asset class                                       March 31, 2020             Dec. 31, 2019
                                                    Total   Percentage         Total   Percentage
(in billions)                                    exposure      secured      exposure      secured
Office                                          $     3.2           41 %   $     3.1           40 %
Residential                                           3.2           43           3.1           44
Retail                                                1.0            8           1.0            8
Hotels                                                0.6            -           0.6            -
Mixed-use                                             0.7            -           0.6            -
Healthcare                                            0.3            -           0.3            -
Other                                                 0.5            8           0.5            8
Total commercial real estate                    $     9.5           66 %   $     9.2           65 %




Our commercial real estate exposure totaled $9.5 billion at March 31, 2020,
compared with $9.2 billion at Dec. 31, 2019. Our income-producing 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 also include construction and renovation facilities. 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
flows and supported by appraisals and knowledge of local market conditions.
Development loans are structured with moderate leverage, and in many instances,
involve some level of recourse to the developer.

At March 31, 2020, approximately 95% of the unsecured portfolio consists of real
estate investment trusts ("REITs") and real estate operating companies, which
are both predominantly investment grade.

At March 31, 2020, our commercial real estate portfolio consisted of the following concentrations: New York metro - 45%; REITs and real estate operating companies - 33%; and other - 22%.

Lease financings



The lease financings portfolio exposure totaled $1.1 billion at both March 31,
2020 and Dec. 31, 2019. At March 31, 2020, approximately 98% of leasing exposure
was investment grade, or investment grade equivalent and consisted of exposures
backed by well-diversified assets, primarily large-ticket transportation
equipment and real estate. The largest component of our lease residual value
exposure is freight-related rail. Assets are both domestic and

foreign-based, with primary concentrations in the U.S. and Germany.

Other residential mortgages



The other residential mortgages portfolio primarily consists of 1-4 family
residential mortgage loans and totaled $472 million at March 31, 2020 and $494
million at Dec. 31, 2019. Included in this portfolio at March 31, 2020 were $87
million of mortgage loans purchased in 2005, 2006 and the first quarter of 2007,
of which 9% of the serviced loan balance was at least 60 days delinquent.

Overdrafts

Overdrafts primarily relate to custody and securities clearance clients and are generally repaid within two business days.

Other loans

Other loans primarily include loans to consumers that are fully collateralized with equities, mutual funds and fixed-income securities.

Margin loans



Margin loan exposure of $13.2 billion at March 31, 2020 and $13.5 billion at
Dec. 31, 2019 was collateralized with marketable securities. Borrowers are
required to maintain a daily collateral margin in excess of 100% of the value of
the loan. Margin loans included $3.6 billion at both March 31, 2020 and Dec. 31,
2019 related to a term loan program that offers fully collateralized loans to
broker-dealers.



                                                                   BNY Mellon 27

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Allowance for credit losses

Our credit strategy is to focus on investment grade clients who are active users of our non-credit services. Our primary exposure to the credit risk of a



customer consists of funded loans, unfunded contractual commitments to lend,
standby letters of credit ("SBLC") and overdrafts associated with our custody
and securities clearance businesses.

The following table details changes in our allowance for credit losses.



Allowance for credit losses activity                                            Dec. 31,
(dollars in millions)                                     March 31, 2020            2019    March 31, 2019
Beginning balance of allowance for credit losses         $           216       $     224   $           252
Impact of adopting ASU 2016-13                                       (55 ) (a)       N/A               N/A
Provision for credit losses                                          169   (a)        (8 )               7
Net (charge-offs):
Loans:
Commercial                                                             -               -               (11 )
Other financial instruments                                           (1 )           N/A               N/A
Net (charge-offs)                                                     (1 )             -               (11 )
Ending balance of allowance for credit losses            $           329       $     216   $           248

Allowance for loan losses                                $           140       $     122   $           146
Allowance for lending-related commitments                            148              94               102
Allowance for financial instruments                                   41   (b)       N/A               N/A
Total allowance for credit losses                        $           329       $     216   $           248

Non-margin loans                                         $        49,253       $  41,567   $        41,176
Margin loans                                                      13,115          13,386            12,311
Total loans                                              $        62,368       $  54,953   $        53,487
Allowance for loan losses as a percentage of total loans            0.22 %          0.22 %            0.27 %

Allowance for loan losses as a percentage of non-margin loans

                                                               0.28            0.29              0.35
Allowance for loan losses and lending-related
commitments as a percentage of total loans                          0.46            0.39              0.46
Allowance for loan losses and lending-related
commitments as a percentage of non-margin loans                     0.58            0.52              0.60


(a) In the first quarter of 2020, we adopted new accounting guidance included in

ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit

Losses On Financial Instruments, on a prospective basis. See Note 2 of the


    Notes to Consolidated Financial Statement for additional information.
    Includes the reclassification of credit-related reserves on accounts
    receivable of $4 million.

(b) Includes allowance for credit losses on federal funds sold and securities

purchased under resale agreements, available-for-sale securities, accounts

receivable, cash and due from banks and interest-bearing deposits with banks.




N/A - Not applicable.


The provision for credit losses was $169 million in the first quarter 2020,
primarily reflecting the macroeconomic environment in conjunction with the
application of the new current expected credit losses accounting standard. The
expected credit loss models incorporated a multi-scenario macroeconomic forecast
that was meaningfully weighted towards a moderate recession scenario that
assumes contraction in many important economic variables over several quarters.

We had $13.1 billion of secured margin loans on our balance sheet at March 31,
2020 compared with $13.4 billion at Dec. 31, 2019. We have rarely suffered a
loss on these types of loans. As a result, we believe that the ratio of
allowance for loan losses and lending-related commitments as a percentage of
non-

margin loans is a more appropriate metric to measure the adequacy of the reserve.



Reverse repurchase agreements are fully collateralized transactions.
Substantially all of the collateral was high quality. At March 31, 2020, we had
$1.2 billion of reverse repos fully secured by non-agency debt securities that
have experienced decreased liquidity during March 2020. The allowance for credit
losses related to these assets at March 31, 2020 is $18 million.

The allowance for loan losses and allowance for lending-related commitments represent management's estimate of lifetime expected losses in our credit portfolio. This evaluation process is subject to numerous estimates and judgments. To the extent actual results differ from forecasts or




28 BNY Mellon
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management's judgment, the allowance for credit losses may be greater or less than future charge-offs.

Based on an evaluation of the allowance for credit losses as discussed in "Critical accounting estimates" and Note 2 of the Notes to Consolidated Financial Statements, we have allocated our allowance for loans and lending-related commitments as presented below.

Allocation of allowance for loan

losses and lending-related


  commitments                       March 31, 2020   (a)   Dec. 31, 2019   March 31, 2019
  Commercial real estate                        72 %                  35 %             30 %
  Commercial                                     9                    28               33
  Foreign                                        -   (b)              11               12
  Financial institutions                         6                     9                9
  Wealth management (c)                          3                     9                8
  Other residential mortgages                    5                     6                6
  Lease financings                               5                     2                2
  Total                                        100 %                 100 %            100 %

(a) In the first quarter of 2020, we adopted new accounting guidance included in

ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit

Losses On Financial Instruments, on a prospective basis. See Note 2 of the

Notes to Consolidated Financial Statement for additional information.

(b) The allowance related to the foreign exposure has been reclassified to the

respective classes of financing receivables.

(c) Includes the allowance for credit losses on wealth management mortgages.

The allocation of the 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 losses.

Nonperforming assets

The table below presents our nonperforming assets.



Nonperforming assets
(dollars in millions)                                  March 31, 2020         Dec. 31, 2019
Nonperforming loans:
Other residential mortgages                       $                60   $                62
Wealth management loans and mortgages                              27                    24
Total nonperforming loans                                          87                    86
Other assets owned                                                  1                     3
Total nonperforming assets                        $                88   $                89
Nonperforming assets ratio                                       0.14 %                0.16 %
Nonperforming assets ratio,
excluding margin loans                                           0.18                  0.21
Allowance for loan losses/nonperforming loans (a)               160.9       

141.9


Allowance for loan losses/nonperforming assets
(a)                                                             159.1       

137.1


Allowance for loan losses and lending-related
commitments/nonperforming loans (a)(b)                          331.0       

251.2


Allowance for loan losses and lending-related
commitments/nonperforming assets (a)(b)                         327.3       

242.7

(a) In the first quarter of 2020, we adopted new accounting guidance included in

ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit

Losses On Financial Instruments, on a prospective basis. See Note 2 of the

Notes to Consolidated Financial Statement for additional information.

(b) Total allowance for credit losses includes both the allowance for credit


    losses on loans and lending-related commitments.



Nonperforming assets decreased slightly compared with Dec. 31, 2019.

Lost interest



Interest revenue would have increased by $1 million in the first quarter of 2020
and fourth quarter of 2019 and $2 million in the first quarter of 2019 if
nonperforming loans at period-end had been performing for the entire respective
period.



                                                                   BNY Mellon 29

--------------------------------------------------------------------------------

Loan modifications



The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which
became law on March 27, 2020, provides that financial institutions may, subject
to certain conditions, elect to temporarily suspend the U.S. GAAP requirements
with respect to loan modifications related to the coronavirus pandemic that
would otherwise be treated as troubled debt restructurings ("TDRs") and the
determination that such a loan modification is a TDR. We modified loans of less
than $1 million in the first quarter of 2020, first quarter of 2019 and fourth
quarter of 2019. These loans were primarily other residential loans.

Deposits



Increased volatility coupled with the interest rate environment led to an
increase in deposit levels as our clients increased the levels of cash placed
with us. Total deposits were $336.7 billion at March 31, 2020, an increase of
30%, compared with $259.5 billion at Dec. 31, 2019.

Noninterest-bearing deposits were $96.6 billion at March 31, 2020 compared with
$57.6 billion at Dec. 31, 2019. Interest-bearing deposits were $240.1 billion at
March 31, 2020 compared with $201.9 billion at Dec. 31, 2019. See "Impact of
coronavirus pandemic on our business" for additional information.

Short-term borrowings

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

Information related to federal funds purchased and securities sold under repurchase agreements is presented below.



Federal funds purchased and securities sold under
repurchase agreements
                                                         Quarter ended
(dollars in millions)                  March 31, 2020     Dec. 31, 2019    March 31, 2019
Maximum month-end balance during the
quarter                              $         16,644   $        16,171   $ 

12,113


Average daily balance (a)            $         13,919   $        12,668   $ 

11,922


Weighted-average rate during the
quarter (a)                                      7.96 %            9.11 %           11.26 %
Ending balance (b)                   $         13,128   $        11,401   $ 

11,761


Weighted-average rate at period end
(b)                                              3.93 %            9.47 %   

9.82 %

(a) Includes the average impact of offsetting under enforceable netting

agreements of $80,216 million in the first quarter of 2020, $59,756 million

in the fourth quarter of 2019 and $44,091 million in the first quarter of

2019. On a Non-GAAP basis, excluding the impact of offsetting, the

weighted-average rates would have been 1.18% for the first quarter of 2020,

1.59% for the fourth quarter of 2019 and 2.40% for the first quarter of 2019.

We believe providing the rates excluding the impact of netting is useful to

investors as it is more reflective of the actual rates paid.

(b) Includes the impact of offsetting under enforceable netting agreements of

$80,203 million at March 31, 2020, $93,794 million at Dec. 31, 2019 and
    $47,461 million at March 31, 2019.




Fluctuations of federal funds purchased and securities sold under repurchase
agreements reflect changes in overnight borrowing opportunities. The decrease in
the weighted-average rates compared with March 31, 2019 and Dec. 31, 2019
primarily reflect lower interest rates and repurchase agreement activity with
the Fixed Income Clearing Corporation ("FICC"), where we record interest expense
gross, but the ending and average balances reflect the impact of offsetting
under enforceable netting agreements. This activity primarily relates to
government securities collateralized resale and repurchase agreements executed
with clients that are novated to and settle with the FICC.



30 BNY Mellon
--------------------------------------------------------------------------------

Information related to payables to customers and broker-dealers is presented below.

Payables to customers and broker-dealers


                                                         Quarter ended
(dollars in millions)                  March 31, 2020     Dec. 31, 2019    March 31, 2019
Maximum month-end balance during the
quarter                              $         24,016   $        19,166   $ 

20,343


Average daily balance (a)            $         20,629   $        18,532   $ 

19,291


Weighted-average rate during the
quarter (a)                                      0.73 %            1.07 %            1.76 %
Ending balance                       $         24,016   $        18,758   $ 

19,310


Weighted-average rate at period end              0.28 %            1.01 %   

1.75 %

(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

$16,386 million in the first quarter of 2020, $15,178 million in the fourth


    quarter of 2019 and $16,108 million in the first quarter of 2019.



Payables to customers and broker-dealers represent funds awaiting re-investment and short sale proceeds payable on demand. Payables to customers and broker-dealers are driven by customer trading activity and market volatility.

Information related to commercial paper is presented below.

Commercial paper


                                                           Quarter ended
(dollars in millions)                   March 31, 2020      Dec. 31, 2019     March 31, 2019
Maximum month-end balance during the
quarter                              $           3,379   $          3,959   $          4,601
Average daily balance                $           1,581   $          1,792   $          1,377
Weighted-average rate during the
quarter                                           1.56 %             1.66 %             2.44 %
Ending balance                       $           1,121   $          3,959   $          2,773
Weighted-average rate at period end               1.57 %             1.60 %             2.40 %



The Bank of New York Mellon issues commercial paper that matures within 397 days from date of issue and is not redeemable prior to maturity or subject to voluntary prepayment. The fluctuations in the commercial paper balances primarily reflect funding of investments in short-term assets.

Information related to other borrowed funds is presented below.

Other borrowed funds


                                                           Quarter ended
(dollars in millions)                   March 31, 2020       Dec. 31, 2019     March 31, 2019
Maximum month-end balance during the
quarter                              $           1,544   $             599   $          3,969
Average daily balance                $             719   $             709   $          3,305
Weighted-average rate during the
quarter                                           2.27 %              2.83 %             2.87 %
Ending balance                       $           1,544   $             599   $          3,932
Weighted-average rate at period end               2.01 %              2.65 %             3.31 %




Other borrowed funds primarily include borrowings from the Federal Home Loan
Bank, the Federal Reserve Bank of Boston under the MMLF program, overdrafts of
sub-custodian account balances in our Investment Services businesses, finance
lease liabilities and borrowings under lines of credit by our Pershing
subsidiaries. Overdrafts typically relate to timing differences for settlements.
The decrease in other borrowed funds compared with March 31, 2019 primarily
reflects a decrease in borrowings from the Federal Home Loan Bank, partially
offset by borrowings from the Federal Reserve Bank of Boston under the MMLF
program. The increase in other borrowed funds compared with Dec. 31, 2019
primarily reflects borrowings from the Federal Reserve Bank of Boston under the
MMLF program and higher overdrafts of sub-custodian account balances in our
Investment Services businesses.

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, or to roll
over or issue new debt, especially during periods of market stress, at a
reasonable cost, and in order to meet its short-term (up to one year)
obligations. Funding 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 flow and collateral needs without adversely affecting daily
operations or our financial condition. Funding liquidity risk can arise from
funding mismatches, market constraints from the inability to convert assets into
cash, the inability to hold or raise cash, low overnight deposits, deposit
run-off or contingent liquidity events.



                                                                   BNY Mellon 31
--------------------------------------------------------------------------------

Changes in economic conditions or exposure to credit, market, operational, legal
and reputational risks also can affect BNY Mellon's liquidity risk profile and
are considered in our liquidity risk framework. See "Impact of coronavirus
pandemic on our business" for additional information.

The Parent's policy is to have access to sufficient unencumbered cash and cash
equivalents at each quarter-end to cover maturities and other forecasted debt
redemptions, net interest payments and net tax payments for the following
18-month period, and to provide sufficient collateral to satisfy transactions
subject to Section 23A of the Federal Reserve Act. As of March 31, 2020, the
Parent was in compliance with this policy.

For additional information on our liquidity policy, see "Risk Management - Liquidity Risk" in our 2019 Annual Report.

We monitor and control liquidity exposures and funding needs within and across significant legal



entities, branches, currencies and business lines, taking into account, among
other factors, any applicable restrictions on the transfer of liquidity among
entities.

BNY Mellon also manages potential intraday liquidity risks. We monitor and
manage intraday liquidity against existing and expected intraday liquid
resources (such as cash balances, remaining intraday credit capacity, intraday
contingency funding and available collateral) to enable BNY Mellon to meet its
intraday obligations under normal and reasonably severe stressed conditions.

We define available funds for internal liquidity management purposes as cash and
due from banks, interest-bearing deposits with the Federal Reserve and other
central banks, interest-bearing deposits with banks and federal funds sold and
securities purchased under resale agreements. The following table presents our
total available funds at period end and on an average basis.

Available funds                               March 31,                                   Average
(dollars in millions)                              2020     Dec. 31, 2019        1Q20        4Q19        1Q19
Cash and due from banks                      $    5,091   $         4,830   $   4,595   $   5,144   $   4,853
Interest-bearing deposits with the Federal
Reserve and other central banks                 146,535            95,042      80,403      61,627      63,583
Interest-bearing deposits with banks             22,672            14,811      17,081      15,788      13,857
Federal funds sold and securities purchased
under resale agreements                          27,363            30,182      34,109      38,846      28,968
Total available funds                        $  201,661   $       144,865   $ 136,188   $ 121,405   $ 111,261
Total available funds as a percentage of
total assets                                         43 %              38 %        35 %        34 %        33 %




Total available funds were $201.7 billion at March 31, 2020, compared with $144.9 billion at Dec. 31, 2019. The increase was primarily due to higher interest-bearing deposits with the Federal Reserve and other central banks.



Average non-core sources of funds, such as federal funds purchased and
securities sold under repurchase agreements, trading liabilities, commercial
paper and other borrowed funds, were $17.8 billion for the three months ended
March 31, 2020 and $17.9 billion for the three months ended March 31, 2019. The
slight decrease primarily reflects a decrease in other borrowed funds partially
offset by an increase in federal funds purchased and securities sold under
repurchase agreements.

Average foreign deposits, primarily from our European-based Investment Services businesses, were $97.7 billion for the three months ended March



31, 2020, compared with $89.3 billion for the three months ended March 31, 2019.
Average interest-bearing domestic deposits were $99.9 billion for the three
months ended March 31, 2020 and $70.6 billion for the three months ended March
31, 2019. The increase primarily reflects increased client activity.

Average payables to customers and broker-dealers were $16.4 billion for the
three months ended March 31, 2020 and $16.1 billion for the three months ended
March 31, 2019. Payables to customers and broker-dealers are driven by customer
trading activity and market volatility.

Average long-term debt was $27.2 billion for the three months ended March 31, 2020 and $28.3 billion for three months ended March 31, 2019.

Average noninterest-bearing deposits increased to $60.6 billion for the three months ended March 31,




32 BNY Mellon
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2020 from $54.6 billion for the three months ended March 31, 2019, primarily reflecting client activity.



A significant reduction in our Investment Services business would reduce our
access to deposits. See "Asset/liability management" for additional factors that
could impact our deposit balances.


Sources of liquidity



The Parent's three major sources of liquidity are access to the debt and equity
markets, dividends from its subsidiaries, and cash on hand and cash otherwise
made available in business-as-usual circumstances to the Parent through a
committed credit facility with our intermediate holding company ("IHC").

Our ability to access the capital markets on favorable terms, or at all, is partially dependent on our credit ratings, which are as follows:

Credit ratings at March 31, 2020


                                 Moody's        S&P    Fitch           DBRS
Parent:
Long-term senior debt                 A1          A      AA-             AA
Subordinated debt                     A2         A-       A+       AA (low)
Preferred stock                     Baa1        BBB      BBB              A
Outlook - Parent                  Stable     Stable   Stable         Stable

The Bank of New York Mellon:
Long-term senior debt                Aa2        AA-       AA      AA (high)
Subordinated debt                     NR          A       NR             NR
Long-term deposits                   Aa1        AA-      AA+      AA (high)
Short-term deposits                   P1       A-1+      F1+     R-1 (high)
Commercial paper                      P1       A-1+      F1+     R-1 (high)

BNY Mellon, N.A.:
Long-term senior debt                Aa2 (a)    AA-      AA  (a)  AA (high)
Long-term deposits                   Aa1        AA-      AA+      AA (high)
Short-term deposits                   P1       A-1+      F1+     R-1 (high)

Outlook - Banks                   Stable     Stable   Stable         Stable

(a) Represents senior debt issuer default rating.

NR - Not rated.




In April 2020, Fitch upgraded the Parent's preferred stock rating to BBB+ and
downgraded the Parent's subordinated debt rating to A. The long-term senior debt
rating for the Parent was affirmed.

Long-term debt totaled $27.5 billion at both March 31, 2020 and Dec. 31, 2019.
Maturities of $1.8 billion were offset by issuances and an increase in the fair
value of hedged long-term debt. The Parent has $2.2 billion of long-term debt
that will mature in the remainder of 2020.

The Parent issued $1.25 billion of fixed rate senior notes maturing in 2025 at an annual interest rate of 1.60% in April 2020.

The Bank of New York Mellon may issue notes and CDs. At March 31, 2020 and Dec. 31, 2019, $539 million and $1.1 billion, respectively, of CDs were

outstanding. At March 31, 2020 and Dec. 31, 2019, $1.3 billion of notes were outstanding.

The Bank of New York Mellon also issues commercial paper that matures within 397
days from date of issue and is not redeemable prior to maturity or subject to
voluntary prepayment. The average commercial paper outstanding was $1.6 billion
for the three months ended March 31, 2020 and $1.4 billion for the three months
ended March 31, 2019. Commercial paper outstanding was $1.1 billion at March 31,
2020 and $4.0 billion at Dec. 31, 2019.

Subsequent to March 31, 2020, our U.S. bank subsidiaries could declare dividends
to the Parent of approximately $209 million, without the need for a regulatory
waiver. In addition, at March 31, 2020, non-bank subsidiaries of the Parent had
liquid assets of approximately $1.6 billion. Restrictions on our ability to
obtain funds from our subsidiaries are


                                                                   BNY Mellon 33
--------------------------------------------------------------------------------

discussed in more detail in "Supervision and Regulation - Capital Planning and
Stress Testing - Payment of Dividends, Stock Repurchases and Other Capital
Distributions" and in Note 19 of the Notes to Consolidated Financial Statements
in our 2019 Annual Report.

Pershing LLC has uncommitted lines of credit in place for liquidity purposes
which are guaranteed by the Parent. Pershing LLC has three separate uncommitted
lines of credit amounting to $750 million in aggregate. There were no borrowings
under these lines in the first quarter of 2020. Pershing Limited, an indirect
UK-based subsidiary of BNY Mellon, has three separate uncommitted lines of
credit amounting to $350 million in aggregate. Average borrowings under these
lines were $79 million, in aggregate, in the first quarter of 2020.

BNY Mellon Capital Markets, LLC also has an uncommitted line of credit in place
for $100 million for liquidity purposes. There were no borrowings under this
line in the first quarter of 2020.

The double leverage ratio is the ratio of our equity investment in subsidiaries
divided by our consolidated Parent company equity, which includes our
noncumulative perpetual preferred stock. In short, the double leverage ratio
measures the extent to which equity in subsidiaries is financed by Parent
company debt. As the double leverage ratio increases, this can reflect greater
demands on a company's cash flows in order to service interest payments and debt
maturities. BNY Mellon's double leverage ratio is managed in a range considering
the high level of unencumbered available liquid assets held in its principal
subsidiaries (such as central bank deposit placements and government
securities), the Company's cash generating fee-based business model, with fee
revenue representing 81% of total revenue in the first quarter of 2020, and the
dividend capacity of our banking subsidiaries. Our double leverage ratio was
120.7% at March 31, 2020 and 116.9% at Dec. 31, 2019, and within the range
targeted by management.

Uses of funds



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


In February 2020, a quarterly cash dividend of $0.31 per common share was paid
to common shareholders. Our common stock dividend payout ratio was 30% for the
first quarter of 2020.

In the first quarter of 2020, we repurchased 21.7 million common shares at an
average price of $45.44 per common share for a total cost of $985 million. The
first quarter 2020 share repurchases were completed prior to the announcement,
issued jointly by us and the other members of the Financial Services Forum, to
temporarily suspend share repurchases through the second quarter of 2020.

Liquidity coverage ratio ("LCR")

U.S. regulators have established an LCR that requires certain banking
organizations, including BNY Mellon, to maintain a minimum amount of
unencumbered high-quality liquid assets ("HQLA") sufficient to withstand the net
cash outflow under a hypothetical standardized acute liquidity stress scenario
for a 30-day time horizon.

The following table presents BNY Mellon's consolidated HQLA at March 31, 2020, and the average HQLA and average LCR for the first quarter of 2020.



Consolidated HQLA and LCR
(dollars in billions)                   March 31, 2020
Securities (a)                        $            108
Cash (b)                                           146
Total consolidated HQLA (c)           $            254

Total consolidated HQLA - average (c) $            184
Average LCR                                        115 %


(a) Primarily includes securities of U.S. government-sponsored enterprises,

sovereign securities, U.S. Treasury, U.S. agency and investment-grade

corporate debt.

(b) Primarily includes cash on deposit with central banks.

(c) Consolidated HQLA presented before adjustments. After haircuts and the impact

of trapped liquidity, consolidated HQLA totaled $202 billion at March 31,


    2020 and averaged $142 billion for the first quarter of 2020.




BNY Mellon and each of our affected domestic bank subsidiaries were compliant
with the U.S. LCR requirements of at least 100% throughout the first quarter of
2020.

Statement of cash flows

The following summarizes the activity reflected on the consolidated statement of cash flows. While this




34 BNY Mellon
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information may be helpful to highlight certain macro trends and business
strategies, the cash flow analysis may not be as relevant when analyzing changes
in our net earnings and net assets. We believe that in addition to the
traditional cash flow analysis, the discussion related to liquidity and
dividends and asset/liability management herein may provide more useful context
in evaluating our liquidity position and related activity.

Net cash used for operating activities was $1.7 billion in the three months
ended March 31, 2020, compared with $949 million in the three months ended March
31, 2019. In the three months ended March 31, 2020 and three months ended March
31, 2019, cash flows used for operations primarily resulted from the change in
accruals and other, net, partially offset by earnings. In the three months ended
March 31, 2020, cash flows used for operations was also offset by changes in
trading assets and liabilities.

Net cash used for investing activities was $78.6 billion in the three months
ended March 31, 2020, compared with net cash provided by investing activities of
$20.8 billion in the three months ended March 31, 2019. In the three months
ended March

31, 2020, net cash used for investing activities primarily reflects changes in
interest-bearing deposits with the Federal Reserve and other central banks, net
changes in securities, loans and interest-bearing deposits with banks. In the
three months ended March 31, 2019, net cash provided by investing activities
primarily reflects changes in interest-bearing deposits with the Federal Reserve
and other central banks, changes in federal funds sold and securities purchased
under resale agreements, and net changes in securities and loans.

Net cash provided by financing activities was $82.9 billion in the three months
ended March 31, 2020, compared with net cash used for financing activities of
$19.8 billion in the three months ended March 31, 2019. In the three months
ended March 31, 2020, net cash provided by financing activities primarily
reflects changes in deposits. In the three months ended March 31, 2019, net cash
used for financing activities primarily reflects the change in deposits, change
in federal funds purchased and securities sold under repurchase agreements, and
repayment of long-term debt.

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