Filed pursuant to Rule 433

Registration Statement No.: 333-189568

THE BANK OF NEW YORK MELLON CORPORATION

$800,000,000 2.450% SENIOR NOTES DUE 2020

NOVEMBER 19, 2015

ISSUER: THE BANK OF NEW YORK MELLON CORPORATION

SECURITIES: SENIOR MEDIUM-TERM NOTES, SERIES G

EXPECTED RATINGS (MOODY’S / S&P / FITCH / DBRS)*: A1 (STABLE) / A+ (ON CREDIT WATCH)** / AA- (STABLE) / AAL (STABLE)

LEGAL FORMAT: SEC-REGISTERED

MATURITY DATE: NOVEMBER 27, 2020

TRADE DATE: NOVEMBER 19, 2015

SETTLEMENT DATE: NOVEMBER 27, 2015 (T+5)***

REDEMPTION COMMENCEMENT DATE: OCTOBER 27, 2020

COUPON: 2.450% PER ANNUM

COUPON FREQUENCY: SEMI-ANNUALLY

INTEREST PAYMENT DATES: INTEREST PAYS SEMI-ANNUALLY ON EACH MAY 27 AND NOVEMBER 27, COMMENCING ON MAY 27, 2016 AND ENDING ON THE MATURITY DATE

REDEMPTION PRICE: THE PRINCIPAL AMOUNT OF THE NOTES REDEEMED

REDEMPTION TERMS: REDEEMABLE IN WHOLE OR IN PART AT THE OPTION OF THE ISSUER ON OR AFTER THE REDEMPTION COMMENCEMENT DATE 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 10 AND NOT MORE THAN 60 CALENDAR DAYS NOTICE OF REDEMPTION TO THE REGISTERED HOLDER OF THE NOTE.

DAY COUNT CONVENTION: 30/360

PRINCIPAL AMOUNT: $800,000,000

ISSUE PRICE: 99.935% OF PRINCIPAL AMOUNT

PROCEEDS TO ISSUER (BEFORE EXPENSES): $798,280,000

BENCHMARK TREASURY: UST 1.375% DUE OCTOBER 31, 2020

BENCHMARK TREASURY YIELD: 1.664%

SPREAD TO BENCHMARK TREASURY: +80 BASIS POINTS

RE-OFFER YIELD: 2.464%

DENOMINATIONS: $1,000 X $1,000

LISTING: NONE

CUSIP/ISIN: 06406HDF3 / US06406HDF38

 

BOOKRUNNERS:		CREDIT SUISSE SECURITIES (USA) LLC
		DEUTSCHE BANK SECURITIES INC.
		MORGAN STANLEY & CO. LLC
		UBS SECURITIES LLC
		BNY MELLON CAPITAL MARKETS, LLC
CO-MANAGERS:		ACADEMY SECURITIES, INC.
		CAVU SECURITIES, LLC
		DREXEL HAMILTON, LLC
		KEEFE, BRUYETTE & WOODS, INC.
		MISCHLER FINANCIAL GROUP, INC.
		MIZUHO SECURITIES USA INC.
		MULTI-BANK SECURITIES, INC.
		RBC CAPITAL MARKETS, LLC

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The notes are not deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank Securities Inc. at 1-800-503-4611, Morgan Stanley & Co. LLC at 1-866-718-1649, Credit Suisse Securities (USA) Inc. at 1-800-221-1037, UBS Securities LLC at 1-888-827-7275 and BNY Mellon Capital Markets, LLC at 1-800-269-6864.

 

*	A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.

 

**	Rating is under review for downgrade by Standard & Poor’s Ratings Services.

 

***

The Book-Runners and Co-Managers expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on or about the fifth business day following the date of this Term Sheet. Trades of securities in the secondary market generally are required to settle in three business days, referred to as T+3, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+3 basis, investors who wish to trade the Notes before a final settlement will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.