Filed pursuant to Rule 433
Registration Statement No. 333-261575
THE BANK OF NEW YORK MELLON CORPORATION
$700,000,000 3.430% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2025
June 8, 2022
ISSUER: THE BANK
OF NEW YORK MELLON CORPORATION
SECURITIES: SENIOR MEDIUM-TERM NOTES, SERIES J
EXPECTED RATINGS (MOODYS / S&P / FITCH / DBRS)*: A1 (STABLE) / A (STABLE) / AA-
(STABLE) / AA (STABLE)
LEGAL FORMAT: SEC-REGISTERED
MATURITY DATE: JUNE 13, 2025
TRADE DATE:
JUNE 8, 2022
SETTLEMENT DATE: JUNE 13, 2022 (T+3) **
REDEMPTION COMMENCEMENT DATE: MAY 13, 2025
OPTIONAL
REDEMPTION DATE: JUNE 13, 2024
FIXED INTEREST RATE: 3.430% PER ANNUM
FIXED RATE PERIOD INTEREST: THE NOTES WILL BEAR INTEREST FROM JUNE 13, 2022 TO, BUT EXCLUDING, JUNE 13, 2024 (THE FIXED RATE
PERIOD), AT THE FIXED INTEREST RATE
FLOATING RATE INTEREST RATE: COMPOUNDED SOFR, AS DETERMINED IN ACCORDANCE WITH THE PROVISIONS SET FORTH
IN THE PROSPECTUS AND PROSPECTUS SUPPLEMENT, PLUS THE SPREAD. IN NO EVENT WILL THE INTEREST RATE FOR ANY INTEREST PERIOD, AS DEFINED IN THE PROSPECTUS SUPPLEMENT, BE LESS THAN THE MINIMUM INTEREST RATE.
FLOATING RATE PERIOD INTEREST: THE NOTES WILL BEAR INTEREST FROM, AND INCLUDING, JUNE 13, 2024, TO BUT EXCLUDING THE EARLIER OF THE MATURITY DATE
OR A REDEMPTION DATE, AS APPLICABLE (THE FLOATING RATE PERIOD), AT THE FLOATING RATE INTEREST RATE
INTEREST PAYMENT DATES: DURING THE
FIXED RATE PERIOD, INTEREST PAYS SEMI-ANNUALLY ON THE THIRTEENTH OF JUNE AND DECEMBER OF EACH YEAR, COMMENCING ON DECEMBER 13, 2022 AND ENDING ON JUNE 13, 2024. DURING THE FLOATING RATE PERIOD, INTEREST
PAYS QUARTERLY ON THE THIRTEENTH OF MARCH, JUNE, SEPTEMBER AND DECEMBER OF EACH YEAR, COMMENCING ON SEPTEMBER 13, 2024, AND ENDING ON THE EARLIER OF THE MATURITY DATE OR A REDEMPTION DATE, AS APPLICABLE
REDEMPTION PRICE: 100% OF THE PRINCIPAL AMOUNT OF THE NOTES REDEEMED
REDEMPTION TERMS: REDEEMABLE (I) IN WHOLE, BUT NOT IN PART, ON THE OPTIONAL REDEMPTION DATE, OR (II) IN WHOLE OR IN PART ON OR AFTER THE
REDEMPTION COMMENCEMENT DATE, IN EACH CASE AT THE OPTION OF THE ISSUER AND AT THE REDEMPTION PRICE, PLUS ACCRUED AND UNPAID INTEREST THEREON TO THE DATE OF REDEMPTION. THE BANK OF NEW YORK MELLON CORPORATION SHALL PROVIDE AT LEAST 5 AND NOT MORE
THAN 30 CALENDAR DAYS NOTICE OF REDEMPTION TO THE REGISTERED HOLDERS OF THE NOTES.
DAY COUNT CONVENTION: DURING THE FIXED RATE PERIOD, 30/360;
DURING THE FLOATING RATE PERIOD, ACTUAL/360
BUSINESS DAY CONVENTION: DURING THE FIXED RATE PERIOD, FOLLOWING, UNADJUSTED. IF ANY INTEREST PAYMENT
DATE DURING THE FIXED RATE PERIOD FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT OF INTEREST WILL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY, AND NO ADDITIONAL INTEREST WILL ACCRUE ON ACCOUNT OF SUCH POSTPONEMENT. DURING THE FLOATING
RATE PERIOD, MODIFIED FOLLOWING, ADJUSTED. IF ANY INTEREST PAYMENT DATE FALLS ON A DAY THAT IS NOT A BUSINESS DAY (OTHER THAN AN INTEREST PAYMENT DATE THAT IS ALSO THE MATURITY DATE OR A REDEMPTION DATE, IF APPLICABLE), SUCH INTEREST PAYMENT DATE
WILL BE POSTPONED TO THE FOLLOWING BUSINESS DAY, EXCEPT THAT, IF THE NEXT BUSINESS DAY WOULD FALL IN THE NEXT CALENDAR MONTH, THE INTEREST PAYMENT DATE WILL BE THE IMMEDIATELY PRECEDING BUSINESS DAY. IF THE MATURITY DATE OR A REDEMPTION DATE, IF
APPLICABLE, FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT OF PRINCIPAL AND INTEREST WILL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY, AND NO ADDITIONAL INTEREST WILL ACCRUE FROM AND AFTER THE MATURITY DATE OR REDEMPTION DATE, AS APPLICABLE.
PRINCIPAL AMOUNT: $700,000,000
PRICE TO PUBLIC:
100.000% OF PRINCIPAL AMOUNT PLUS ACCRUED INTEREST, IF ANY, FROM JUNE 13, 2022
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $698,950,000
FIXED RATE BENCHMARK TREASURY: UST 2.500% DUE MAY 31, 2024
FIXED RATE BENCHMARK TREASURY YIELD: 2.780%
FIXED
RATE SPREAD TO BENCHMARK TREASURY: +65 BASIS POINTS
FLOATING RATE BASE RATE OR BENCHMARK: COMPOUNDED SOFR
FLOATING RATE SPREAD: +56.5 BASIS POINTS
FLOATING
RATE MINIMUM INTEREST RATE: 0%
RE-OFFER YIELD: 3.430%
DENOMINATIONS: $1,000 X $1,000
LISTING: NONE
CUSIP/ISIN: 06406RBF3 / US06406RBF38
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BOOKRUNNERS: |
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BARCLAYS CAPITAL INC. |
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GOLDMAN SACHS & CO. LLC |
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J.P. MORGAN SECURITIES LLC |
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BNY MELLON CAPITAL MARKETS, LLC |
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CO-MANAGERS: |
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ACADEMY SECURITIES, INC. |
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NATIXIS SECURITIES AMERICAS LLC |
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RAYMOND JAMES & ASSOCIATES, INC. |
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GREAT PACIFIC SECURITIES |
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TIGRESS FINANCIAL PARTNERS LLC |