The Bank of New York Mellon Reports First Quarter Continuing EPS of $0.72 Excluding...

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Thu Apr 17, 2008 6:30am EDT

The Bank of New York Mellon Reports First Quarter Continuing EPS of $0.72
Excluding Merger and Integration Expenses An Increase of 16% Compared with
First Quarter of 2007
First Quarter Continuing EPS of $0.65 compared with $0.61 a year ago

NEW YORK, April 17 /PRNewswire-FirstCall/ -- The Bank of New York Mellon
Corporation (NYSE: BK) today reported income from continuing operations of
$749 million, or $0.65 per share, in the first quarter of 2008.  This compares
to income from continuing operations of $437 million, or $0.61 per share, in
the first quarter of 2007 and $700 million, or $0.61 per share, in the fourth
quarter of 2007.
    (Logo: http://www.newscom.com/cgi-bin/prnh/20071001/NYM012LOGO )
    Adjusting for the impact of merger and integration expenses ($126 million
pre-tax), diluted earnings per share for the first quarter of 2008 were $0.72,
which compares to $0.62 a year ago (an increase of 16%) and $0.67 sequentially
(an unannualized increase of 7%).
    Adjusting for the impact of merger and integration expenses ($126 million
pre-tax) and intangible amortization ($122 million pre-tax), diluted earnings
per share for the first quarter of 2008 were $0.78, which compares to $0.65 a
year ago (an increase of 20%) and $0.74 sequentially (an unannualized increase
of 5%). See the table on page 10 for a reconciliation of net income and
earnings per share.
    "Our businesses are performing well in a tough environment.  We generated
14% revenue growth compared to the first quarter of 2007, significant positive
operating leverage and 16% EPS growth.  Market volumes and volatility,
together with new business wins, continued to favor our asset servicing and
clearing businesses, while lower market values impacted our asset management
business.  Our progress on the merger and integration continues to be
excellent," said Robert P. Kelly, chief executive officer of The Bank of New
York Mellon.
    The results for first quarter of 2008 included net pre-tax costs
associated with the write down of certain investments in the securities
portfolio ($74 million), the write-down of seed capital investments related to
a formerly affiliated hedge fund manager ($25 million), and an expense
associated with capital support agreements ($12 million).  The results for the
first quarter also included the pre-tax benefit of $42 million associated with
the initial public offering for VISA. The net impact of these items decreased
earnings per share by approximately $0.04.
    First Quarter Highlights of The Bank of New York Mellon (Unless otherwise
noted, all comments begin with the results of the first quarter of 2008.  This
is followed by commentary that compares the current period to pro forma
combined results of the first quarter of 2007 unless otherwise noted.  The
appendix to this release provides the pro forma combined results, without
purchase accounting adjustments resulting from the merger of The Bank of New
York and Mellon.  Please refer to the Quarterly Earnings Summary for detailed
business sector information.)
    -- Total revenue (FTE) totaled $3.760 billion, consisting of 79% fee and
       other revenue and 21% net interest revenue.  On a pro forma combined
       basis, the growth was 14%, driven by fee revenue growth of 9% and net
       interest revenue growth of 39%.

    -- Assets under management, excluding securities lending assets, amounted
       to $1.105 trillion.  On a pro forma combined basis, this represents an
       increase of 8% compared to the prior year.  Net asset inflows totaled
       $23 billion for the first quarter of 2008.  Assets under custody and
       administration amounted to $23.1 trillion.  On a pro forma combined
       basis, this represents an increase of 9% compared with the prior year.

    -- Asset and wealth management fees totaled $842 million.  On a pro forma
       combined basis, this represents an increase of 5%, reflecting the
       benefit of strong money market flows and other new business partially
       offset by the prior loss of business at one of the investment boutiques
       and lower equity market values.  Sequential revenue decreased 5%
       (unannualized) reflecting a combination of lower equity market values
       as well as negative long-term flows.

    -- Performance fees were $20 million.  On a pro forma combined basis,
       performance fees were $49 million in the first quarter of 2007.  On a
       sequential basis, these fees were $62 million in the fourth quarter of
       2007.

    -- Asset servicing fees totaled $897 million.  On a pro forma combined
       basis, the increase was 40%, compared to the prior year and 11%
       (unannualized) sequentially, reflecting the benefit of market
       volatility, strong new business activity and the fourth quarter 2007
       acquisition of the joint venture with ABN AMRO.  Securities lending fee
       revenue was $242 million compared with $65 million in the prior year on
       a pro forma basis and $164 million in the fourth quarter of 2007.

    -- Issuer services fees were $376 million.  On a pro forma combined basis,
       these fees increased by 1%, primarily reflecting higher global
       corporate trust fees.  On a sequential basis, these fees declined by
       14% (unannualized) due primarily to the seasonality associated with
       depositary receipts.

    -- Clearing and execution services fees totaled $267 million.  These fees
       decreased 3% compared with the first quarter of 2007 and decreased 15%
       (unannualized) compared with the fourth quarter of 2007.  During the
       first quarter of 2008, the B-Trade and G-Trade execution businesses
       were sold to BNY ConvergEx.  Adjusting for this transaction, clearing
       and execution services fees increased 12% compared to the prior year
       and were flat sequentially.

    -- Foreign exchange and other trading activities totaled $259 million.
       This compares with $182 million in the prior year period on a pro forma
       combined basis, and $305 million in the fourth quarter of 2007.  The
       increase compared to the prior year primarily reflects the benefit of
       increased client volumes and currency volatility.  The decrease
       compared with the fourth quarter of 2007 primarily reflects a lower
       valuation of the credit derivatives portfolio and the impact of the
       adoption of SFAS 157 on the valuation of the interest rate derivatives
       portfolio.

    -- Investment income was $23 million.  This compares with $61 million in
       the prior year period on a pro forma combined basis, and $52 million in
       the fourth quarter of 2007.  The decrease from prior periods primarily
       resulted from a seed capital investment loss of $19 million in the
       first quarter of 2008 as well as lower private equity investment
       revenue.  The loss in the first quarter of 2008 excludes the $25
       million loss on seed capital investments related to a formerly
       affiliated hedge fund manager, which was recognized in other expense.

    -- Securities losses totaled $73 million compared to a gain of $2 million
       in the first quarter of 2007, on a pro forma combined basis and a loss
       of $191 million in the fourth quarter of the 2007.  Further information
       on the investment portfolio is detailed on page 8 of this earnings
       release.

    -- Other fee revenue totaled $97 million.  Other fee revenue totaled $97
       million in the first quarter of 2007 on a pro forma combined basis, and
       $82 million in the fourth quarter of 2007.  The first quarter of 2008
       includes a gain of $42 million associated with the initial public
       offering of VISA.

    -- Net interest revenue (FTE) totaled $773 million with a net interest
       margin of 2.10%.  This compares with net interest revenue of $558
       million in the first quarter of 2007, on a pro forma combined basis,
       and $757 million in the fourth quarter of 2007.  The increase compared
       with the first quarter of 2007 reflects a higher level of interest-
       earning assets associated primarily with the growth in Securities
       Servicing and wider spreads on investment securities, partially offset
       by the lower value of noninterest-bearing deposits in a declining
       interest rate environment.

    -- Total noninterest expense was $2.619 billion.  This compares to
       noninterest expense of $2.305 billion in the first quarter of 2007 on
       a pro forma combined basis, and $2.749 billion in the fourth quarter of
       2007.

       Excluding merger and integration expense, intangible amortization
       expense, and non-operating items in the first quarter of 2007, detailed
       in the Quarterly Earnings Summary, noninterest expense on a pro forma
       combined basis increased 6% compared with the first quarter of 2007 and
       declined 5% compared to the fourth quarter of 2007.  The results
       reflect $118 million of expense synergies in the first quarter of 2008
       associated with the merger as detailed in the Quarterly Earnings
       Summary.

       On a pro forma combined basis, excluding merger and integration
       expense, intangible amortization expense, and non-operating items in
       the first quarter of 2007, detailed in the Quarterly Earnings Summary,
       we generated approximately 750 bps of positive operating leverage
       compared to the first quarter of 2007 and approximately 350 bps
       compared to the fourth quarter of 2007.

    -- The provision for credit losses was $16 million in the first quarter of
       2008 compared to a credit of $12 million on a pro forma combined basis
       in the first quarter of 2007 and in the fourth quarter of 2007 was $20
       million.

    -- Pre-tax operating margin (FTE) was 30% in the first quarter of 2008.
       Excluding merger and integration expenses and intangible amortization
       expense, the pre-tax operating margin (FTE) was 36%.  This compares
       with 33% in the first quarter of 2007, on a pro forma combined basis
       and 34% in the fourth quarter of 2007, excluding merger and integration
       expense, intangible amortization expense and non-operating items.

    -- The effective tax rate was 32.5% compared with 31.8% in the fourth
       quarter of 2007 and 32.2% in the first quarter of 2007.  Excluding
       merger and integration expense, the tax rate was 33.3% in the first
       quarter of 2008 compared with 33.2% in the fourth quarter of 2007 and
       32.3% in the first quarter of 2007.

    -- Total assets at March 31, 2008 were $205 billion, an increase of $7
       billion from Dec. 31, 2007, principally reflecting a higher level of
       client deposits.

    -- Return on tangible common equity was 49.7% for the first quarter of
       2008, 54.3% excluding merger and integration expense and intangible
       amortization expense.

    -- The Tier I capital ratio was 8.80% at March 31, 2008 compared to 9.32%
       at Dec. 31, 2007.

    -- The adjusted tangible shareholders' equity to assets ratio was 4.14% at
       March 31, 2008 compared with 4.96% at Dec. 31, 2007.  This decline
       reflects an increase of $1.447 billion in unrealized mark-to-market
       losses in the securities portfolio, net of tax, to $1.789 billion, as
       well as an increase in period end assets.  For additional information,
       see page 8.

    -- Average diluted shares of 1.148 billion were essentially unchanged
       compared with the fourth quarter of 2007.


    On April 8, 2008, The Bank of New York Mellon declared a quarterly common
stock dividend of 24 cents per share.  This cash dividend is payable on May 2,
2008 to shareholders of record as of the close of business on April 23, 2008.
    The Bank of New York Mellon Corporation is a global financial services
company focused on helping clients manage and service their financial assets,
operating in 34 countries and serving more than 100 markets.  The company is a
leading provider of financial services for institutions, corporations and
high-net-worth individuals, providing superior asset management and wealth
management, asset servicing, issuer services, clearing services and treasury
services through a worldwide client-focused team.  It has more than $23
trillion in assets under custody and administration, more than $1.1 trillion
in assets under management and services $12 trillion in outstanding debt.
Additional information is available at www.bnymellon.com.
    Earnings Release Format
    Throughout this earnings release, all information is reported on a
continuing operations basis, before extraordinary (loss), unless otherwise
noted.  Quarterly returns are annualized.  Certain amounts are presented on a
fully taxable equivalent (FTE) basis.  We believe that this presentation
provides comparability of amounts arising from both taxable and tax-exempt
sources, and is consistent with industry practice.  The adjustment to an FTE
basis has no impact on net income.  Where financial measures are presented
excluding certain specified amounts, we believe the presentation enhances
investor understanding of period-to-period results.
    Supplemental Financial Information
    Please refer to the Quarterly Earnings Summary for supplemental financial
information of The Bank of New York Mellon Corporation, including 5-quarter
trends of fee and other revenue, net interest revenue, noninterest expense as
well as business segment trends.  The Quarterly Earnings Summary is available
at www.bnymellon.com (Investor Relations - financial reports).
    Conference Call Data
Robert P. Kelly, chief executive officer; Gerald L. Hassell, president;
and Bruce W. Van Saun, chief financial officer, along with other members of
executive management from The Bank of New York Mellon, will host a conference
call and simultaneous live audio webcast at 8 a.m. EDT on Thursday, April 17,
2008.  This conference call and audio webcast will include forward-looking
statements and may include other material information.  Persons wishing to
access the conference call and audio webcast may do so by dialing
(888) 677-5383 (U.S.) and (210) 838-9221 (international) Passcode: Earnings,
or by logging on to www.bnymellon.com.  The earnings release together with the
quarterly earnings summary will be available at www.bnymellon.com beginning at
approximately 6:30 a.m. EDT on April 17.  Replays of the conference call and
audio webcast will be available beginning April 17 at approximately 2 p.m. EDT
through Thursday, May 1, 2008 by dialing (866) 356-4359 (U.S.) or
(203) 369-0105 (International). The archived version of the conference call
and audio webcast will also be available at www.bnymellon.com for the same
time period.


                   THE BANK OF NEW YORK MELLON CORPORATION
                             Financial Highlights
    --------------------------------------------------------------------------
    (dollar amounts in millions,                    Quarter ended
    except per share amounts and          --------------------------------
    unless otherwise noted; common        March 31,   Dec. 31,   March 31,
    shares in thousands)                    2008        2007       2007 (a)
    --------------------------------------------------------------------------
    Continuing Operations:
      Fee and other revenue               $2,978       $3,044       $1,475
      Net interest revenue                   767          752          427
                                          ------       ------       ------
            Total revenue                 $3,745       $3,796       $1,902

    Diluted EPS from continuing
     operations - As reported (GAAP) (b)    0.65         0.61         0.61
    Non-GAAP adjusted EPS: Excluding
     merger and integration expense (b)     0.72         0.67         0.62
      Memo: Excluding merger and
       integration and intangible
       amortization expenses (b)            0.78         0.74         0.65

    Diluted EPS from net income (b)         0.65         0.45         0.60

    Return on tangible common equity
     (annualized):
        GAAP                                49.7%        45.0% (c)    39.2%
        Non-GAAP adjusted (d)               54.3%        48.9%        40.1%

    Return on equity (annualized):
        GAAP                                10.2%         9.5% (c)    15.7%
        Non-GAAP adjusted (d)               12.3%        11.5%        16.7%

    Fee and other revenue as a percentage
     of total revenue (FTE)                   79%          80%          77%

    Annualized fee and other revenue per
     employee (based on average
     headcount) (in thousands)              $281         $291         $263

    Non-U.S. percent of revenue (FTE)         33%          32% (e)      30%

    Pre-tax operating margin (FTE):
        GAAP                                  30%          27%          34%
        Non-GAAP adjusted (d)                 36%          34%          36%

    Net interest margin (FTE)               2.10%        2.16%        2.18%

    Selected average balances:
        Interest-earning assets         $147,232     $140,622      $79,075
        Total assets                    $202,738     $192,987     $102,041
        Interest-bearing deposits        $94,769      $86,278      $43,862
        Noninterest-bearing deposits     $26,315      $28,449      $14,903
        Shareholders' equity             $29,487      $29,136      $11,277

    Average common shares and
     equivalents outstanding
     (in thousands):
        Basic                          1,134,280    1,133,804      710,147
        Diluted                        1,147,906    1,148,176      719,976

    Period-end data
    Assets under management
     (in billions)                        $1,105       $1,121         $142
    Assets under custody and
     administration (in trillions)         $23.1        $23.1        $15.9 (f)
        Cross-border assets
         (in trillions)                    $10.0        $10.0         $6.7 (f)
    Market value of securities on loan
     (in billions)                          $676         $633         $397

    Employees                             42,600       42,500       23,100

    Tier I capital ratio                    8.80% (g)    9.32%        8.43%
    Adjusted tangible shareholders'
     equity to assets ratio (h)             4.14%        4.96%        5.47%
    Book value per common share           $24.89       $25.66       $16.11
    Tangible book value per common share   $4.84        $5.82        $6.92
    Dividends per share                    $0.24        $0.24        $0.23
    Closing common stock price per share  $41.73       $48.76       $42.98
    Market capitalization                $47,732      $55,878      $30,750
    --------------------------------------------------------------------------

    (a) Legacy The Bank of New York only.
    (b) All share-related data prior to July 1, 2007 is presented in post-
        merger share count terms.  See page 10 for additional information.
    (c) Before the extraordinary loss.
    (d) Calculated excluding merger and integration expense and intangible
        amortization expense.
    (e) Calculated excluding the $200 million CDO write-down in 4Q07.
    (f) Revised for Acquired Corporate Trust Business and harmonization
        adjustments.
    (g) Preliminary.
    (h) Shareholders' equity less goodwill and intangible assets plus the
        benefit of the deferred tax liability associated with tax deductible
        intangibles divided by total assets less goodwill and intangible
        assets.



                   THE BANK OF NEW YORK MELLON CORPORATION
                        Consolidated Income Statement
    --------------------------------------------------------------------------
                                                        Quarter ended
                                             --------------------------------
                                             March 31,   Dec. 31,   March 31,
    (in millions, except per share amounts)    2008        2007       2007 (a)
    --------------------------------------------------------------------------
    Fee and other revenue
    Securities servicing fees:
      Asset servicing                          $897        $809       $393
      Issuer services                           376         438        319
      Clearing and execution services           267         314        282
    --------------------------------------------------------------------------
        Total securities servicing fees       1,540       1,561        994
    Asset and wealth management fees            842         887        151
    Performance fees                             20          62         14
    Foreign exchange and other trading
     activities                                 259         305        127
    Treasury services                           124         121         50
    Distribution and servicing                   98         113          2
    Financing-related fees                       48          52         52
    Investment income                            23          52         36
    Securities gains (losses)                   (73)       (191)         2
    Other                                        97          82         47
    --------------------------------------------------------------------------
        Total fee and other revenue           2,978       3,044      1,475
    Net interest revenue
    Interest revenue                          1,656       1,789      1,021
    Interest expense                            889       1,037        594
    --------------------------------------------------------------------------
        Net interest revenue                    767         752        427
    Provision for credit losses                  16          20        (15)
    --------------------------------------------------------------------------
        Net interest revenue after
         provision for credit losses            751         732        442
    Noninterest expense
    Staff                                     1,352       1,365        720
    Professional, legal and other
     purchased services                         252         272        130
    Distribution and servicing                  130         133          4
    Net occupancy                               129         145         79
    Furniture and equipment                      79          82         50
    Software                                     79          78         54
    Business development                         66          72         30
    Sub-custodian                                61          66         34
    Clearing and execution                        9          49         37
    Communications                               32          34         19
    Other                                       182         198         72
    --------------------------------------------------------------------------
        Subtotal                              2,371       2,494      1,229
    Amortization of intangible assets           122         131         28
    Merger and integration expense:
      The Bank of New York Mellon               121         111          4
      Acquired Corporate Trust Business           5          13         11
    --------------------------------------------------------------------------
        Total noninterest expense             2,619       2,749      1,272
    --------------------------------------------------------------------------
    Income
    Income from continuing operations
     before income taxes                      1,110       1,027        645
    Provision for income taxes                  361         327        208
    --------------------------------------------------------------------------
        Income from continuing operations       749         700        437
    Discontinued operations:
      Income (loss) from discontinued
       operations                                (5)         (2)        (5)
      Provision (benefit) for income taxes       (2)         (2)        (2)
    --------------------------------------------------------------------------
        Income (loss) from discontinued
         operations, net of tax                  (3)          -         (3)
    --------------------------------------------------------------------------
        Income before extraordinary (loss)      746         700        434
    Extraordinary (loss) on consolidation
     of commercial paper conduit, net of tax      -        (180)         -
    --------------------------------------------------------------------------
        Net income                             $746        $520       $434
    --------------------------------------------------------------------------
    Earnings per share (b)
    Basic:
      Income from continuing operations       $0.66       $0.62      $0.61
      Income (loss) from discontinued
       operations, net of tax                     -           -          -
    --------------------------------------------------------------------------
        Income before extraordinary (loss)     0.66        0.62       0.61
      Extraordinary (loss), net of tax            -       (0.16)         -
    --------------------------------------------------------------------------
        Net income                            $0.66       $0.46      $0.61
    --------------------------------------------------------------------------
    Diluted:
      Income from continuing operations       $0.65       $0.61      $0.61
      Income (loss) from discontinued
       operations, net of tax                     -           -          -
    --------------------------------------------------------------------------
        Income before extraordinary (loss)     0.65        0.61       0.60 (c)
      Extraordinary (loss), net of tax            -       (0.16)         -
    --------------------------------------------------------------------------
        Net income                            $0.65       $0.45      $0.60
    --------------------------------------------------------------------------

    (a) Legacy The Bank of New York only.
    (b) Earnings per share data prior to July 1, 2007 is presented in post-
        merger share count terms.  See page 10 for additional information.
    (c) Does not foot due to rounding.



                   THE BANK OF NEW YORK MELLON CORPORATION
                          Consolidated Balance Sheet
    --------------------------------------------------------------------------
                                                    Quarter ended
    (dollar amounts in millions,                March 31,    Dec. 31,
    except per share amounts)                      2008        2007
    --------------------------------------------------------------------------
    Assets
    Cash and due from banks                      $7,689      $6,635
    Interest-bearing deposits with banks         37,715      34,312
    Federal funds sold and securities
     purchased under resale agreements           11,898       9,108
    Securities:
      Held-to-maturity (fair value of $2,080
       and $2,171)                                2,116       2,180
      Available-for-sale                         43,403      46,518
    --------------------------------------------------------------------------
        Total securities                         45,519      48,698
    Trading assets                                7,619       6,420
    Loans (includes $241 at fair value
     at March 31, 2008)                          52,092      50,931
    Reserve for loan losses                        (314)       (327)
    --------------------------------------------------------------------------
        Net loans                                51,778      50,604
    Premises and equipment                        1,714       1,731
    Accrued interest receivable                     723         739
    Goodwill                                     16,581      16,331
    Intangible assets                             6,353       6,402
    Other assets (includes $1,016 at fair value
     at March 31, 2008)                          17,346      16,676
    --------------------------------------------------------------------------
          Total assets                         $204,935    $197,656
    --------------------------------------------------------------------------

    Liabilities
    Deposits:
      Noninterest-bearing (principally
       domestic offices)                        $28,446     $32,372
      Interest-bearing deposits in
       domestic offices                          26,680      21,082
      Interest-bearing deposits in foreign
       offices                                   72,084      64,671
    --------------------------------------------------------------------------
        Total deposits                          127,210     118,125
    Federal funds purchased and securities
     sold under repurchase agreements             2,963       2,193
    Trading liabilities                           5,902       4,577
    Payables to customers and broker-dealers      7,727       7,578
    Commercial paper                                 31       4,079
    Other borrowed funds                          2,999       1,840
    Accrued taxes and other expenses              6,483       8,101
    Other liabilities (including allowance
     for lending related commitments of $173
     and $167, includes $57 at fair value at
     March 31, 2008)                              5,772       4,887
    Long-term debt                               17,373      16,873
    --------------------------------------------------------------------------
          Total liabilities                     176,460     168,253
    --------------------------------------------------------------------------

    Shareholders' equity
    Common stock-par value $0.01 per share;
     authorized 3,500,000,000 shares; issued
     1,148,561,267 and 1,146,896,177 shares          11          11
    Additional paid-in capital                   20,078      19,990
    Retained earnings                            10,435      10,015
    Accumulated other comprehensive loss,
     net of tax                                  (1,837)       (574)
    Less: Treasury stock of 4,743,585 and
     912,896 shares, at cost                       (212)        (39)
    --------------------------------------------------------------------------
        Total shareholders' equity               28,475      29,403
    --------------------------------------------------------------------------
          Total liabilities and
           shareholders' equity                $204,935    $197,656
    --------------------------------------------------------------------------
    Note: The balance sheet at Dec. 31, 2007 has been derived from the audited
financial statements as of that date.
    Investment Portfolio
    At March 31, 2008, investment securities totaled $45.5 billion, which
consists of our core portfolio of $42.6 billion and Three Rivers Funding
Corp.'s ("TRFC") portfolio of $2.9 billion.  The unrealized net of tax loss on
our total securities available for sale portfolio was $1.789 billion at March
31, 2008, which was comprised of $1.523 billion in our core portfolio and $266
million in our TRFC portfolio.  The unrealized net of tax loss at Dec. 31,
2007 was $342 million and related entirely to our core portfolio.  The
increase in the unrealized loss in the first quarter of 2008 compared with the
fourth quarter of 2007 was due to spread widening in the fixed income and
asset-backed securities markets.
    At March 31, 2008, the unrealized loss on our securities available for
sale portfolio decreased our adjusted tangible common equity ratio by 90 basis
points.  Significant dislocation continued in the credit markets, particularly
late in the first quarter of 2008.  Spreads continued to widen appreciably as
there were forced liquidations in the asset and mortgage-backed securities
markets.  That said, our core asset and mortgage-backed securities portfolio
continued to remain highly rated, with 95% of our securities rated AAA, and
few downgrades.  We continue to have the ability and intent to hold these
securities until any temporary impairment is recovered, or until maturity.
    Below are the securities in our core portfolio, at fair value which
incorporates our unrealized loss, by credit rating.


    --------------------------------------------------------------------------
    Credit ratings for
    core securities
    portfolio (a)                                                  Commercial
    March 31, 2008              Variable & Fixed Rate   Subprime    Mortgage-
    (dollar amounts             ---------------------   Mortgage     Backed
    in millions)                 Agency    Non-Agency  Securities   Securities
    --------------------------------------------------------------------------
    AAA                         $10,905     $14,462       $227        $2,797
    AA                                -          71        733            70
    A                                 -          19        172             7
    Other                             -          23         18             -
    --------------------------------------------------------------------------
      Total fair value          $10,905     $14,575     $1,150        $2,874
    --------------------------------------------------------------------------
    Amortized cost less
     writedowns                 $10,811     $16,065     $1,457        $2,964
    --------------------------------------------------------------------------
    Fair value as a % of
     amortized cost less
     writedowns                     101%         91%        79%           97%
    --------------------------------------------------------------------------

                           Asset-Backed   European
                            Securities    Floating
                               CDOs      Rate Notes   Other   Total         %
    --------------------------------------------------------------------------
    AAA                         $34        $8,888    $2,559  $39,872       95%
    AA                           35           144       485    1,538        4
    A                            10             -       309      517        1
    Other                        11             -       203      255        -
    --------------------------------------------------------------------------
      Total fair value          $90        $9,032    $3,556  $42,182 (b)  100%
    --------------------------------------------------------------------------
    Amortized cost less
     writedowns                $155        $9,501    $3,645  $44,598
    --------------------------------------------------------------------------
    Fair value as a % of
     amortized cost less
     writedowns                  58%           95%       98%      95%
    --------------------------------------------------------------------------
    (a) Preliminary.
    (b) Excludes $0.4 billion of unrated investments that principally support
        our asset management activities.



    Below are the securities in TRFC's portfolio, at fair value which
incorporates our unrealized loss, by credit rating.


    --------------------------------------------------------------------------
    Credit ratings
    for TRFC's
    portfolio
    March 31,    Variable                        Home
    2008          & Fixed                       Equity    Other
    (dollar        Rate      Subprime           Lines     Asset-
    amounts in   ---------   Mortgage   Credit    of      Backed
    millions)    Mortgages  Securities  Cards   Credit  Securities  Total   %
    --------------------------------------------------------------------------
    AAA           $1,307       $240      $-      $454      $29     $2,030  69%
    AA                 -          -      39         -       18         57   2
    A                  -          -     662       160        -        822  28
    Other              -          -       -        38        -         38   1
    --------------------------------------------------------------------------
      Total
       fair
       value      $1,307       $240    $701      $652      $47     $2,947 100%
    --------------------------------------------------------------------------
    Amortized
     cost less
     writedowns   $1,591       $272    $741      $738      $50     $3,392
    --------------------------------------------------------------------------
    Fair value
     as a % of
     amortized
     cost less
     writedowns       82%        88%     95%       88%      94%        87%
    --------------------------------------------------------------------------



    We routinely test our investment portfolio securities for
other-than-temporary impairment ("OTTI").  In the first quarter of 2008, we
recorded a $74 million pre-tax securities loss associated with OTTI comprised
of the following:
    -- $24 million related to asset-based securities ("ABS") CDOs.  ABS CDOs,
       on an amortized cost basis, net of OTTI, are reflected at 40% of par.
    -- $22 million related to SIVs.  This charge reduced our amortized cost
       basis, net of OTTI, to 77% of par.  At March 31, 2008, we had $162
       million of SIV securities at fair value, which are included in other
       securities in the core portfolio above.
    -- $28 million related to securities backed by home equity lines of credit
       in TRFC's portfolio based on both a deterioration of specific
       securities combined with weakening credit support due to downgrades of
       certain bond insurers providing credit support.


    Capital Support Agreements
    During the first quarter of 2008, we executed a capital support agreement
for a commingled short-term NAV fund ("CNAV Fund"), which is managed by
securities lending in the Asset Servicing segment, of $55.5 million covering
securities related to Whistle Jacket Capital/White Pine Financial, LLC
("Whistle Jacket").  Subsequently, we executed another capital support
agreement for the same CNAV Fund of $30 million covering securities related to
Thornburg Mortgage Capital Resources ("Thornburg").  Under these agreements,
we will provide capital in specified circumstances to the CNAV Fund until June
30, 2008 in support of Whistle Jacket securities and April 2009 in support of
Thornburg securities.  Included in other expense during the first quarter of
2008 was $12 million associated with the current estimated fair value of the
support agreements.  We continue to monitor exposure to SIV senior note
investments in the CNAV Funds we manage.  On a case-by-case basis, depending
on future circumstances, we could enter into further capital support
agreements with the funds.

    Nonperforming Loans

    --------------------------------------------------------------------------
    Nonperforming loans                           Quarter ended
                                          ----------------------------------
                                          March 31,    Dec. 31,    March 31,
    (dollar amounts in millions)             2008        2007       2007 (a)
    --------------------------------------------------------------------------
    Loans:
      Commercial                              $50         $39        $15
      Commercial real estate                   49          40          -
      Residential real estate                  33          20          3
      Foreign                                  78          87          9
    --------------------------------------------------------------------------
        Total nonperforming loans            $210        $186        $27
    --------------------------------------------------------------------------
    Nonperforming loans ratio                 0.4%        0.4%       0.1%
    Allowance for loan losses/
     nonperforming loans                    149.5       175.8    1,074.1
    Total allowance for credit losses/
     nonperforming loans                    231.9       265.6    1,574.1
    --------------------------------------------------------------------------
    (a) Legacy The Bank of New York only.



    Reserve for Credit Exposure, Provision and Net Charge-offs

    --------------------------------------------------------------------------
    Reserve for credit exposure,
    provision and net charge-offs                   Quarter ended
                                          ----------------------------------
                                          March 31,    Dec. 31,    March 31,
    (dollar amounts in millions)             2008        2007       2007 (a)
    --------------------------------------------------------------------------
    Reserve for credit exposure:
      Reserve for loan losses                $314        $327       $290
      Reserve for unfunded commitments        173         167        135
    --------------------------------------------------------------------------
        Total reserve for credit exposure    $487        $494       $425
    --------------------------------------------------------------------------
    Provision for credit losses               $16         $20       $(15)
    --------------------------------------------------------------------------
    Net charge-offs/(recoveries):
      Commercial                               $6         $16         $5
      Leasing                                   -           -         (8)
      Foreign                                   5          18          -
      Other                                     2           1          -
    --------------------------------------------------------------------------
        Total net charge-offs/(recoveries)    $13         $35        $(3)
    --------------------------------------------------------------------------
    (a) Legacy The Bank of New York only.



    The unallocated reserve was 23% at March 31, 2008 compared with 23% at
Dec. 31, 2007 and 27% at March 31, 2007.
    Consolidated Net Income Including Discontinued Operations
    Net income, including discontinued operations, totaled $746 million, or
$0.65 per share, in the first quarter of 2008, compared with $520 million, or
$0.45 per share, in the fourth quarter of 2007 and $434 million, or $0.60 per
share, in the first quarter of 2007.
    Supplemental Information - Reconciliation of Earnings Per Share - GAAP to
     Non-GAAP
    Reported amounts are presented in accordance with GAAP.  We believe that
this supplemental non-GAAP information is useful to the investment community
in analyzing the financial results and trends of our business.  We believe
they facilitate comparisons with prior periods and reflect the principal basis
on which our management internally monitors financial performance.  These non-
GAAP items also are excluded from our segment measures used internally to
evaluate segment performance because management does not consider them
particularly relevant or useful in evaluating the operating performance of our
business segments.

    --------------------------------------------------------------------------
    Quarterly
     reconciliation              1Q08             4Q07             1Q07 (a)
                        ----------------- ---------------- -------------------
                        After-tax     EPS After-tax   EPS  After-tax    EPS
    --------------------------------------------------------------------------
    Net income-GAAP          $746   $0.65    $520    $0.45    $434    $0.60
    Discontinued operations
     income (loss)             (3)      -       -        -      (3)       -
    Extraordinary
     (loss)-TRFC                -       -     180     0.16       -        -
    --------------------------------------------------------------------------
       Continuing operations  749    0.65     700     0.61     437     0.61(b)
    Merger and integration
     (M&I) expenses            75    0.07      69     0.06      10     0.01
    --------------------------------------------------------------------------
       Continuing operations
        excluding M&I
        expenses              824    0.72     769     0.67     447     0.62
    Intangible amortization    75    0.07      78     0.07      19     0.03
    --------------------------------------------------------------------------
       Continuing operations
        before M&I expenses
        and intangible
        amortization         $899   $0.78(b) $847    $0.74    $466    $0.65
    --------------------------------------------------------------------------
    (a) Legacy The Bank of New York only.
    (b) Does not foot due to rounding.



    Supplemental Information - Trend of Earnings Per Share on a GAAP and
     Non-GAAP basis
    In the merger transaction between The Bank of New York and Mellon, The
Bank of New York shareholders received .9434 shares of BNY Mellon common stock
for each share of The Bank of New York common stock outstanding on the closing
date of the merger.  Mellon shareholders received one share of BNY Mellon
common stock for each share of Mellon common stock outstanding on the closing
date of the merger.  The table below converts earnings per share for The Bank
of New York into post-merger share count terms for periods prior to July 1,
2007.


    --------------------------------------------------------------------------
    Continuing operations
     before extraordinary
     (loss) - fully
     diluted earnings per                  Quarter ended
     share              ------------------------------------------------------
                        March 31,    Dec. 31,   Sept. 30,   June 30, March 31,
                            2008        2007        2007    2007 (a)  2007 (a)
    --------------------------------------------------------------------------
    As reported             $0.65       $0.61       $0.56      $0.59     $0.57
    As reported adjusted
     for exchange ratio
     (GAAP)                  0.65        0.61        0.56       0.62      0.61

    Non-GAAP
     adjusted-excluding
     merger and integration
     expense:
      As reported            0.72        0.67        0.66(b)    0.63      0.59
      Adjusted for
       exchange ratio        0.72        0.67        0.66(b)    0.66      0.62

    Non-GAAP
     adjusted-excluding
     merger and integration
     expense and intangible
     amortization:
      As reported            0.78        0.74        0.73(c)    0.65      0.61
      Adjusted for
       exchange ratio        0.78        0.74        0.73(c)    0.69      0.65
    --------------------------------------------------------------------------
    (a) Legacy The Bank of New York only.
    (b) Including non-operating items totaling $12 million after-tax as
        described in our third quarter 2007 Form 10-Q, non-GAAP adjusted
        earnings per share - excluding merger and integration expense - would
        have been $0.67 in the third quarter 2007.
    (c) Including the non-operating items described above, non-GAAP adjusted
        earnings per share - excluding merger and integration expense and
        intangible amortization - would have been $0.74 in the third quarter
        2007.



    APPENDIX

                   THE BANK OF NEW YORK MELLON CORPORATION
              Pro Forma Condensed Consolidated Income Statement
                  Excluding Purchase Accounting Adjustments

                                  Three months ended March 31, 2007
                          ----------------------------------------------------
                          The Bank of       Mellon                       Total
    (in millions)            New York    Financial    Adjustments    Pro forma
    --------------------------------------------------------------------------
    Fee and other revenue
    Securities servicing fees:
      Asset servicing            $393         $252          $(5)(a)     $640
      Issuer services             319           52            -          371
      Clearing and execution
       services                   282            2          (10)(a)      274
    --------------------------------------------------------------------------
        Total securities
         servicing fees           994          306          (15)       1,285
    Asset and wealth
     management fees              151          650            -          801
    Performance fees               14           35            -           49
    Foreign exchange and other
     trading activities           127           55            -          182
    Treasury services              50           66            -          116
    Distribution and servicing      2           82            -           84
    Financing-related fees         52           11            -           63
    Investment income              36           25            -           61
    Securities gains                2            -            -            2
    Other                          47           50            -           97
    --------------------------------------------------------------------------
        Total fee and other
         revenue                1,475        1,280          (15)       2,740
    Net interest revenue
    Interest revenue            1,021          400            -        1,421
    Interest expense              594          275            -          869
    --------------------------------------------------------------------------
        Net interest revenue      427          125            -          552
    Provision for credit
     losses                      (15)            3            -          (12)
    --------------------------------------------------------------------------
        Net interest revenue
         after provision for
         credit losses            442          122            -          564
    Noninterest expense
    Staff                         720          537            -        1,257
    Professional, legal and
     other purchased services     130          115            -          245
    Net occupancy                  79           56            -          135
    Distribution and servicing      4          142          (14)(a)      132
    Furniture and equipment        50           28            -           78
    Software                       54           18            -           72
    Business development           30           28            -           58
    Sub-custodian                  34           17           (1)(a)       50
    Clearing and execution         37            -            -           37
    Communications                 19            6            -           25
    Other                          72           81            -          153
    --------------------------------------------------------------------------
        Subtotal                1,229        1,028          (15)       2,242
    Amortization of
     intangible assets             28           12            -           40
    Merger and integration
     expense:
      The Bank of New York
       Mellon                       4            8            -           12
      Acquired Corporate Trust
       Business                    11            -            -           11
    --------------------------------------------------------------------------
        Total noninterest
         expense                1,272        1,048          (15)       2,305
    --------------------------------------------------------------------------
    Income
    Income from continuing
     operations before
     income taxes                 645          354            -          999
    Provision for income taxes    208          111            -          319
    --------------------------------------------------------------------------
        Income from continuing
         operations               437          243            -          680
    Discontinued operations:
      Income (loss) from
       discontinued operations     (5)          11            -            6
      Provision (benefit) for
       income taxes                (2)           2            -            -
    --------------------------------------------------------------------------
        Income (loss) from
         discontinued
         operations, net
         of tax                    (3)           9            -            6
    --------------------------------------------------------------------------
        Net income               $434         $252           $-         $686
    --------------------------------------------------------------------------
    (a) Adjustment to eliminate intercompany revenue and expenses for
        Clearing and execution services and Asset servicing paid by Mellon to
        The Bank of New York.



    Cautionary Statement
    The information presented in this Earnings Release may contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  These statements, which may be expressed in a
variety of ways, including the use of future or present tense language, relate
to, among other things, statements with respect to future financial goals, the
merger of The Bank of New York and Mellon, ability and intention to hold
certain securities, and possible future activities relating to further capital
support agreements.  These statements and other forward-looking statements
contained in other public disclosures of The Bank of New York Mellon (the
Company) which make reference to the cautionary factors described in this
Earnings Release, are based upon current beliefs and expectations and are
subject to significant risks and uncertainties (some of which are beyond the
Company's control).  Factors that could cause the Company's results to differ
materially from those described in the forward-looking statements can be found
in the risk factors and other uncertainties set forth in the Company's annual
report on Form 10-K for the year ended December 31, 2007 and the Company's
other filings with the Securities and Exchange Commission.  All
forward-looking statements in this Earnings Release speak only as of April 17,
2008 and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after that date or to reflect the
occurrence of unanticipated events.
SOURCE  The Bank of New York Mellon Corporation

Media - Kevin Heine, +1-212-635-1569, or Analysts - Steve Lackey,
+1-212-635-1578, both of The Bank of New York Mellon Corporation
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