RISK FACTORS
Before you invest in any of our securities, in addition to the other information in this prospectus, you should carefully consider the risk
factors relating to our business contained in Part I, Item 1A of our Form 10-K and the Managements Discussion and Analysis of Financial Condition and Results of OperationsRisk Factors
section of our 2021 Annual Report to Shareholders filed as an exhibit to our Form 10-K. Our Form 10-K and certain portions of the 2021 Annual Report to Shareholders are
incorporated by reference into this prospectus. See Where You Can Find More Information for an explanation of how to get a copy of our Form 10-K and the 2021 Annual Report to Shareholders.
Additional risks related to our securities may also be described in a prospectus supplement.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain statements
relating to future results of BNY Mellon that are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as estimate, forecast,
project, anticipate, likely, target, expect, intend, continue, seek, believe, plan, goal, could,
should, would, may, might, will, strategy, synergies, opportunities, trends, ambition, objective, aim,
future, potentially, outlook and words of similar meaning may signify forward-looking statements in this prospectus and the documents incorporated by reference herein.
These statements include all statements about the usefulness of Non-GAAP measures, the future results
of BNY Mellon, our businesses, financial, liquidity and capital condition, results of operations, liquidity, risk and capital management and processes, goals, strategies, outlook, objectives, expectations (including those regarding our performance
results or expenses), nonperforming assets, products, impacts of currency fluctuations, impacts of money market fee waivers, deposits, impacts of trends on our businesses, regulatory, technology, market, economic or accounting developments and the
impacts of such developments on our businesses, legal proceedings and other contingencies, human capital management (including related ambitions, objectives, aims and goals), effective tax rate, net interest revenue, estimates (including those
regarding expenses, losses inherent in our credit portfolios and capital ratios), intentions (including those regarding our capital returns and expenses, including our investments in technology and pension expense), targets, opportunities, potential
actions, growth and initiatives, including the potential effects of the coronavirus pandemic on any of the foregoing.
These
forward-looking statements, and other forward-looking statements contained in other public disclosures of BNY Mellon (including those incorporated by reference in this prospectus), are based on assumptions that involve risks and uncertainties and
that are subject to change based on various important factors (some of which are beyond BNY Mellons control), including those factors described in Risk Factors in Part I, Item 1A of our
Form 10-K and the Managements Discussion and Analysis of Financial Condition and Results of OperationsRisk Factors section of our 2021 Annual Report to Shareholders filed as an
exhibit to our Form 10-K, which is incorporated by reference in this prospectus. Actual results may differ materially from those expressed or implied as a result of a number of factors, such as:
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errors or delays in our operational and transaction processing, or those of third parties, may materially
adversely affect our business, financial condition, results of operations and reputation; |
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our risk management framework, models and processes may not be effective in identifying or mitigating risk and
reducing the potential for losses; |
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our business may be adversely affected if we are unable to attract, retain and motivate employees;
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a communications or technology disruption or failure within our infrastructure or the infrastructure of third
parties that results in a loss of information, delays our ability to access information or impacts our ability to provide services to our clients may materially adversely affect our business, financial condition and results of operations;
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