Good morning and welcome to State Street Corporation’s Third Quarter 2021 Earnings Conference Call and Webcast. Today’s discussion is being broadcasted live on State Street’s website at investors.statestreet.com. This conference call is also being recorded for replay. State Street’s conference call is copyrighted and all rights are reserved.

This call may not be recorded for rebroadcast or distribution in whole or in part without the expressed written authorization from State Street Corporation. The authorized broadcast of this call will be housed on the State Street website. Now, I would like to introduce Ilene Fiszel Bieler, Global Head of Investor Relations at State Street..

Good morning and thank you all for joining us. On our call today, our CEO, Ron O’Hanley, will speak first. Then Eric Aboaf, our CFO, will take you through our third quarter 2021 earnings slide presentation, which is available for download in the Investor Relations section of our website, investors.statestreet.com.

Afterwards, we will be happy to take questions. During the Q&A, please limit yourself to two questions and then re-queue. Before we get started, I’d like to remind you that today’s presentation will include results presented on a basis that excludes or adjusts one or more items from GAAP.

Reconciliations of these non-GAAP measures to the most directly comparable GAAP or regulatory measure are available in the appendix to our slide presentation. In addition, today’s presentation will contain forward-looking statements.

Actual results may differ materially from those statements due to a variety of important factors, such as those factors referenced in our discussion today and in our SEC filings, including the risk factors in our Form 10-K. Our forward-looking statements speak only as of today and we disclaim any obligation to update them even if our views change.

Now, let me turn it over to Ron..

Thank you, Ilene and good morning everyone. Earlier this morning, we released our Q3 results, which reflect continued strong performance across our enterprise.

Before I discuss our third quarter financial results, I want to acknowledge our employees for their ongoing achievements in supporting our clients and generating the performance and momentum we are now seeing across the franchise.

Thanks to their hard work and execution, we are now seeing measurable progress in our financial results even as we invest in our business for the future. We continue to successfully execute against our strategic objective of being an enterprise outsourced solutions provider across the front, middle, and back office and a leading asset manager.

This is just the beginning. We are encouraged by the opportunities we see within our industry, our sales wins, the momentum in our pipeline, and what this means for our ability to drive future growth in 2022 and achieve our recently enhanced medium-term financial targets.

We are encouraged by the trajectory of our organic profile as demonstrated by our year-to-date business wins. For example, on a year-to-date basis, we have delivered the strongest AUC/A wins in the company’s history, while AUC/A 1, but not yet installed stood at $2.7 trillion at quarter end.

At Global Advisors, our ETF franchise crossed $1 trillion of AUM this year with year-to-date SPDR flows on track for a record year and already surpassing the full year 2020 flows. Global Advisors financial performance continues to strengthen with pre-tax margin expanding to 36% in Q3.

I also want to take a moment to note the intended acquisition of Brown Brothers Harriman Investor Services, which we announced in the third quarter. We are excited by the opportunities this transaction presents. It is a strong demonstration of our confidence in the industry, our investment servicing business, and our overall strategy.

The transaction is also financially compelling as it will enhance State Street’s financial profile, and importantly it will create long-term value for our shareholders.

From a strategic perspective, this combination will strengthen our competitive positioning and market leadership and deepen geographic coverage with State Street becoming the number one provider of asset servicing globally by assets under custody.

Further, the accompanying talent will build on State Street’s already strong expertise and better position us for growth. The compelling nature of the deal has enabled us to raise our medium-term pre-tax margin targets. Turning to Slide 3, I will review our third quarter highlights. Third quarter EPS was $1.96, up 35% year-over-year.

We delivered about 7 percentage points of positive operating leverage this quarter and generated a strong improvement in State Street’s third quarter pre-tax margin, which increased by about 5 percentage points year-over-year to over 29%.

This year-over-year improvement was driven by solid fee revenue growth, good organic results, and higher NII supported by robust loan growth, leading to a strong total revenue performance. Meanwhile, our focus on expense discipline continued to drive earnings growth as expenses remain well contained.

Relative to the year ago period, quarterly total fee revenue increased 9% as we delivered broad-based improvement across all fee revenue lines. Servicing and management fees increased 7% and 10% year-over-year respectively, and we delivered solid results within our markets businesses despite a continued moderation of FX market volatility.

Even with 9% year-over-year total fee revenue growth, expenses were well controlled, increasing just 1% over the same period. Though expenses were flat year-over-year, excluding notable items as our productivity improvements continued to yield results.

AUC/A increased to a record $43.3 trillion at quarter end with new asset servicing wins increasing to $1.7 trillion for the quarter, including a large Alpha mandate with legal in general, which was announced in July. As a result, AUC/A 1, but not yet installed increased to $2.7 trillion at quarter end, as I noted a moment ago.

Including the legal and general mandate, we reported three new Alpha client wins in the third quarter, making the total number of – taking the total number of Alpha clients to 18 at quarter end.

At Charles River, annual recurring revenue increased 12% year-over-year to $239 million, and I am pleased with its business performance and how it continues to propel our Alpha strategy.

At Global Advisors, assets under management totaled $3.9 trillion at quarter end and management fees increased to a record $526 million in the third quarter, benefiting from higher average equity market levels and continued inflows to our ETF franchise, where we continue to innovate.

For example, in recent years, we have been expanding our actively managed ETF capabilities. And through three quarters this year, we have the most successful active ETF in the U.S. in terms of asset growth with the SPDR Blackstone senior loan ETF. By quarter end, this fund had gathered $5.5 billion inflows in 2021 and had AUM of $7.7 billion.

We also made an addition to our actively managed fixed income ETF range in the third quarter for the launch of the SPDR Loomis sales opportunistic bond ETF. Turning to our balance sheet and capital, we completed a $1.9 billion common stock offering related to the proposed acquisition of BBH Investor Services in the third quarter.

Also related to the transaction, we suspended common share repurchases in the third quarter and currently expect to reinstate common share repurchases during the second quarter of next year. We increased our quarterly common stock dividend by 10% in the third quarter.

Capital return remains a key part of our medium-term targets and we recognized its importance to our shareholders. We believe that the BBH Investor Services acquisition is a financially compelling use of our capital and that it will deliver earnings accretion and value creation for our shareholders over time.

And with that, let me turn it over to Eric to take you through the quarter in more detail..

Thank you, Ron, and good morning everyone. I will begin my review of our third quarter results on Slide 4. We reported GAAP EPS of $1.96 or $2 excluding the impact of notable items. On the left panel of the slide, you can see that we delivered strong revenue growth year-over-year across every line item, controlled expenses.

We delivered significant pre-tax margin expansion, all of which drove strong earnings growth. In fact, expenses were down year-on-year, excluding notable items and the headwinds from currency translation, which you can see at the bottom of the slide.

This was another strong quarter where we are able to demonstrate the progress we are making in delivering on both our strategic priorities and our medium-term targets. Turning to Slide 5, you will see our business volume growth. Period end, AUC/A increased 18% year-on-year to a record $43.3 trillion.

The year-on-year increase was largely driven by higher market levels, net new business growth and client flows. At Global Advisors, AUM increased 23% year-on-year to $3.9 trillion. The year-on-year increase was primarily driven by higher market levels coupled with net inflows.

Quarter-on-quarter, both AUC/A and AUM were relatively flat given relatively stable domestic market levels. Turning to Slide 6, you can see another quarter of strong business momentum. Third quarter servicing fees increased 7% year-on-year.

The increase reflects higher average equity market levels, good client activity and flows, and positive net new business. These items were only partially offset by normal pricing headwinds and about 1 percentage point of impact from some divestiture activity.

On a sequential basis, servicing fees were flat as favorable equity markets and client activity were offset by about a percentage point of currency translation from the U.S. dollar appreciation. AUC/A wins totaled roughly $1.7 trillion in the third quarter, which gets us to a record of over $3 trillion of new AUC/A wins year-to-date.

We continue to estimate that we need at least $1.5 trillion in gross AUC/A wins annually in order to offset typical client attrition, normal pricing headwinds. And given the strong wins we have garnered year-to-date, we have already more than doubled that this year. At quarter end, AUC/A 1, but not yet installed amounted to $2.7 trillion.

And I would also note that the unique Alpha value proposition represents a large proportion, which reflects our competitive strength as the only front to back office offering from a single provider. I will remind you that installations typically incur in phases and over time and deals will vary by fee and product mix.

And as we have discussed previously, we would expect current one, but yet to be installed AUC/A to be converted over the coming 12 to 24-month time period with about half of the annualized revenue benefit through 2022 and about half in 2023.

We continue to be pleased with our pipeline and our robust wins this quarter further showcases the broad-based geographic and multi-segment momentum of our business and will help drive net new business revenue growth in 2022.

Turning to Slide 7, third quarter management fees reached a record $526 million, up 10% year-on-year and were up 4% quarter-on-quarter, resulting in a record investment management pre-tax margin of about 36%.

Both the year-on-year and quarter-on-quarter management fee results primarily benefited from higher average equity market levels and strong ETF flows. These year-on-year benefits were only partially offset by the impact of the previously reported idiosyncratic institutional client asset reallocation and money market fee waivers.

Notably, we previously estimated that gross money market fee waivers on our management fees could be approximately $20 million to $25 million per quarter. As a result of the recent improvement in short-end rates, we now expect they will be modestly lower at around $20 million in the fourth quarter, assuming current forward rates.

Lastly, as you will recall, we have taken a number of actions to deliver growth in our long-term institutional and ETF franchises and we continue to have strong momentum and year-to-date results as you can see on the bottom right of the slide. Turning to Slide 8, let me discuss the other important revenue – fee revenue lines in more detail.

Within FX trading services, we are pleased that we continue to generate strong client volumes, which remained above pre-pandemic levels in the third quarter. Relative to the third quarter of 2020, FX revenue increased 3% year-on-year, reflecting higher direct sales and trading revenue and indirect volumes, partially offset by lower FX volatility.

FX revenue was down 2% quarter-on-quarter, largely driven by seasonally lower client volumes and spreads. Moving to securities finance, third quarter fees increased 26% year-on-year mainly reflecting higher client securities loan balances and spreads as well as business wins and enhanced custody.

On a sequential basis, fees were down 3% quarter-on-quarter, mainly as a result of lower agency balances. Finally, third quarter software and processing fees increased 15% year-on-year, but were 8% lower quarter-on-quarter, largely driven by CRD, which I will turn to next. Moving to Slide 9, I’d like to highlight our CRD and Alpha performance.

We delivered strong standalone CRD results in the quarter, with a year-on-year revenue growth of 22%. We saw growth across all three categories of CRD revenues, on-premise, professional services and software enabled. The more durable SaaS and professional services revenues continued to grow nicely and were up 18% year-on-year.

Record new quarterly bookings of $28 million and a healthy revenue backlog of $105 million also demonstrate the continued business momentum that we are seeing in CRD supported by the Alpha value proposition. On the bottom right of the slide, we show some of the third quarter highlights from our State Street Alpha mandates.

We reported 3 new Alpha mandates during the third quarter as the value proposition continues to resonate well with clients. Notably, since inception, through third quarter, we now have 7 of 18 total Alpha client mandates that are live.

As a testament to our ongoing commitment and investment to further building out our Alpha value proposition, we have also acquired Mercatus, a premier front and middle office solutions and data management provider for private market managers.

In connection with the acquisition, we launched Alpha for private markets, which will extend our end-to-end data platform offering for alternatives.

Turning to Slide 10, third quarter NII increased 2% year-on-year, mainly driven by higher loan balances, growth in the investment portfolio and more deposits as well as the absence of the previously disclosed third quarter ‘20 true-up partially offset by lower investment portfolio yields due to the low rate environment.

Relative to the second quarter, NII came in 4% higher primarily as a result of higher loan balances and a larger investment portfolio as well as higher short-term rates, all of which was partially offset by ongoing compression of yields.

I would also note that we saw larger than usual slowdown in premium amortization in the quarter due to some tactical rotation of the MBS portfolio, which accounted for about a third of the sequential quarter improvement and something we wouldn’t expect to repeat in the fourth quarter.

On the right of the slide, we show our average balance sheet during the third quarter. Notably, total average deposits decreased by $9 billion in the third quarter or a decrease of roughly 4% quarter-on-quarter, reflecting the active management of non-operational deposits. We also put more of our surplus balance sheet cash to work.

We added approximately $3 billion quarter-on-quarter to our investment portfolio. We also increased our average loan balances quarter-on-quarter to $32 billion in response to the good client demand.

Turning to Slide 11, third quarter expenses, excluding notable items, were flat year-over-year as productivity savings for the quarter continue to more than offset targeted business investments, typical expense headwinds, and $10 million to $20 million of higher than expected revenue-related quarterly costs.

Compared to the third quarter of last year on a line item basis, excluding notables, compensation employee benefits was down 1%, driven by higher salary deferrals and lower headcount, partially offset by higher medical benefit cost as claims begin to normalize.

Information Systems and Communications were up 3% due to continued investment in infrastructure and our technology estate, partially offset by our savings programs. Transaction processing was up 8%, primarily driven by higher revenue-related expenses associated with sub-custody volumes and market data costs.

Occupancy was down 6%, reflecting benefits from our footprint optimization efforts. And other expenses were down 5%, primarily driven by lower asset management sub-advisory fees and the timing of some marketing costs.

Relative to the second quarter, expenses excluding notable items were down primarily driven by the currency translation of the strong dollar and lower headcount. Overall, we are pleased with our continued ability to demonstrate productivity and expense discipline while driving high single-digit fee revenue growth year-over-year.

When combined together, we delivered a solid pre-tax margin of nearly 30% and generated a robust operating leverage of about 7 percentage points year-over-year. Moving to Slide 12, on the right of the slide, we show our capital highlights.

As Ron mentioned earlier, to finance our proposed acquisition of Brown Brothers Investment Services business, we completed a $1.9 billion common offering this quarter.

Also in conjunction with the transaction, we did not repurchase any stock during the third quarter and intend to temporarily suspend repurchases before resuming them during the second quarter of 2022.

Lastly, we still increased our quarterly dividend by 10% and returned a total of $179 million to shareholders in the third quarter in the form of dividends paid. To the left of this slide, we show the evolution of our CET1 and Tier 1 leverage ratios.

As you can see, we continue to navigate the operating environment with strong capital levels with or without the recent equity raise relative to our requirements. As of the third quarter, our standardized CET1 ratio improved by roughly 230 basis points quarter-on-quarter to 13.5%.

The improvement was primarily driven by the issuance of $1.9 billion of common stock related to the proposed acquisition of Brown Brothers Investment Services and higher retained earnings. We also managed down our RWAs.

Our Tier 1 leverage ratio also improved quarter-on-quarter by a little over 100 basis points to 6.3%, primarily driven by the issuance of the common stock, a decrease in the balance sheet size as we actively reduced some excess deposits and higher retained earnings.

Post closing of the Brown Brothers Investment Services acquisition, we expect both capital ratios to be at the lower end of our target ranges. Turning to Slide 13, in summary, I am pleased with our quarterly performance, which demonstrates continued business momentum on our top line and productivity and engineering across our operating model.

Total fee revenue was up 9% year-over-year, continuing the momentum we saw last quarter, reflecting growth in all businesses with management fees reaching a record level this quarter.

Our expenses remained effectively flat excluding the impact of notable items as a result of our productivity efforts, notwithstanding higher revenue related costs mentioned earlier.

As a result, we delivered about 7 percentage points of operating leverage year-on-year and we are able to drive pre-tax margin and ROE closer to our recently enhanced medium-term targets even in this low rate environment. Next, I’d like to update our outlook.

With just one quarter left in the year, I would like to provide our current thinking regarding the full year outlook. At a macro level, our rate outlook broadly aligns to the current forward rate curve.

We are also assuming global equity market levels will be flat to the third quarter average for the rest of the year as well as continued normalization of FX market volatility. In terms of the full year outlook, we expect overall fee revenue to be up 5% year-over-year, with servicing fees expected to be up 7.5% to 8.5% year-over-year.

You will recall that at the beginning of the year, our guide was for total fee revenue to be flat to up 2%. So, this continues to be a meaningful increase over our earlier expectations. We increased this due to both higher equity markets and our net new business performance.

Regarding NII, we had a small rebound in the short end market rates and some movement in the longer end of the curve as well. We now expect NII in the range of $475 million to $490 million next quarter, which is a meaningful improvement from the range we provided last quarter.

This assumes rates do not deteriorate and premium amortization continues to trend favorably though as I mentioned earlier, we would not expect the same episodic slowdown in amortization that we saw in the third quarter to repeat in 4Q.

Turning to expenses, we remain confident in our ability to effectively manage core operating costs, while on-boarding new clients and investing in the business.

Given the strong revenue performance this year and a healthy pipeline in front of us, we now see the need to both invest in our staff and in our business as well as covering some revenue-related costs.

We thus expect full year expenses ex-notables to be up 1% to 1.25% year-over-year, which means a sequentially quarter increase into the fourth quarter.

This is the equivalent of full year expenses being flat adjusted for the currency translation headwind and this would put us in a position to drive solid full year margin expansion and operating leverage in spite of the double-digit year-on-year decline in NII.

On taxes, we now expect that full year 2021 tax rate will be towards the lower end of our range of 17% to 19%. And with that, let me hand the call back to Ron..

Thanks, Eric. To conclude our prepared remarks, we had a strong third quarter and continued to demonstrate measurable progress towards achieving our medium-term financial targets, including our recently increased pre-tax margin target.

As we look ahead, we need to both appropriately recognize staff for a strong year and proactively invest in our business as we see growth accelerate. These strategic investments will include the Alpha platform and private markets expansion in particular as well as State Street Digital to drive future growth.

As we stand here today and make these business investments for the next stage of growth, we have confidence that we will be able to do so while also delivering positive operating leverage and expanding our pre-tax margin each year through our medium-term horizon aided by the strong momentum we are seeing across our businesses.

With that, operator, we can now open the call for questions..

[Operator Instructions] Our first question is from Alex Blostein with Goldman Sachs. Please go ahead..

Hey, guys. Good morning. Thanks for taking the question. So, maybe we can start with a question around asset management. I am not sure if you can answer, but I will give it a shot. So, we obviously continue to see market speculation surrounding strategic alternatives to SSGA. We have seen that in the past as well.

Ron, you have been very vocal about sort of the secular changes in the asset management industry that are sort of supporting your growth strategy on the servicing fee side and a lot of that has just emphasized the scale.

So, I guess with that in mind, do you think SSGA has enough scale to succeed in the marketplace today? And if there are sort of strategic alternatives that you are considering, do you need to remain a majority shareholder of any asset management kind of entity or if minority or a GB structure would make more sense, are the capital rules just too onerous and the obstacles too high to ultimately get anything done here?.

Well Alex, thanks and you have said a mouthful there. The – I mean I will begin this by saying that we like the business, and we particularly like our business.

It is continued – its performance has continued to improve, and it’s now at least at average, if not above average in terms of the market and continues to grow in what are secularly growing areas, if you think about the ETF business, particularly fixed income ETFs etcetera. So, we think the business is – it’s an attractive business.

It’s a business that helps us strategically from a portfolio perspective; and for many years now, it’s been a bit of a laboratory for us to test out different things that gives us an insight into the rest of the marketplace.

So, our overriding goal would be to continue to participate in the business assuming that we continue to believe that we can improve performance. I am not going to comment on speculation other than say that it’s speculation. And if we have something to talk about, we will certainly come to you..

Got it. Fair enough. Eric, maybe one follow-up for you, just on the servicing fee side, obviously, a really nice momentum in terms of wins, but servicing fees are flattish quarter-over-quarter and even taking into account some of the [indiscernible]. So it sounds like a lot of it is just timing with next kind of 12 to 24 months.

Hopefully, we will see the benefit of the revenues on the yet to be installed business. Can you help us frame and sort of size the revenue pool attached to the $2.7 trillion on yet to be installed? And then within that, maybe hit on the pricing dynamics as well.

I think in your comments, you said the – you continue to see kind of normal pricing headwinds in the business. I think it’s been kind of in the 2% to 3% range long-term. Is that sort of the headwind we are still talking about or has that changed? Thanks..

Alex, let me – thanks for the question. Let me answer them maybe in reverse order. I think we continue to see the normalized pricing headwinds in the marketplace. We feel they are well controlled. We feel like they are understandable. They are logical. And that headwind is back down to about 2%, which is the historical norm.

And a lot of that is how we go to market, how we engage with clients, how we now have added more feature functionality to our offering, Alpha is a big part of that of course and the duration of some of these deals will, I think, help reinforce that over time.

We are very pleased, I think as you could expect with the wins this quarter, last quarter or the first quarter for that matter, and they are certainly in the range of the fee rates that we have for the company.

We don’t – I think we don’t feel comfortable going into individual deals or individual quarters on that, but they are in that range that you see – that you broadly see on average and that gives us confidence that as this business get installed, it’s going to have a meaningful impact to revenues. We have been clear.

We need about $1.5 trillion plus of AUC/A wins. We need that at current or around the fee rates that we have create the right amount of gross revenue wins as well, which then get implemented over time. So, that’s why we have put that benchmark out there.

And what I would say is, while I think we have had until this year, a couple of lighter years in terms of sales, we need to continue the momentum we have been building.

And part of the reason we referenced the pipeline is we feel comfortable with the pipeline and we see maybe not another $3.2 trillion of AUC/A wins, but at least substantial wins embedded in the pipeline for us to continue this momentum into next year..

Great. Appreciate all of that. Thanks..

Our next question is from Brennan Hawken with UBS. Please go ahead. Mr. Hawken, your line is open..

Sorry, I was on mute. Thanks for taking my question.

I’d like to start maybe with BBH, could you talk about what you would expect the impact of that acquisition could do to your asset sensitivity and how the inclusion or pro forma balance sheet would be sensitive to a 100-basis-point shift in rates? And then also to help contextualize investors, Eric, you had discussed on the M&A call that the cost savings assumption is conservative, what’s a historical range for the right way to think about expenses for these types of deals? Thanks..

Sure. Let me start on the deposit side and then we will leg into the other part of the P&L. And obviously, it’s early with Brown Brothers Investment Services. We are now – we have now gotten our regulatory filings in. We are obviously working through the closing process and with – are continuing to target a year end close.

In terms of asset sensitivity, I think it’s a little early to model it too finely, but I think I would say is that the asset sensitivity of the book is probably in the range of what we have at State Street just because it’s similar asset management-oriented clients.

They have similar expectations of deposits and deposit pricing, and I think you get similar betas and well similar betas and adjustments overall. I think what’s different, Brennan, and constructive here is because of the Brown Brothers bank sweep program, we have more flexibility than usual to either bring in deposits at attractive rates.

And so that could, in a way, enhance our asset sensitivity though you have to be careful by the – you have to model that in or it could let us protect the size of the balance sheet and the leverage constraint – leverage ratio constraints that we have, which also led us adjust the amount of preferred securities that we need to run the business.

So, I would say, overall, it’s probably in the same ballpark but with an ability through the rate cycle to either add deposits and NII or to manage leverage, and I think that’s a constructive program and a new functionality that they bring to us and one that will continue.

In terms of the expense guide, I did say I was hopeful it’d be a bit on the conservative side. I think the expense guide was for a reduction of about 25%. So kind of, I think, on the lower end of what we’ve achieved before. I think – but it’s hard to compare to past deals to, I guess, too forcefully because every deal is different.

We need to bring this business on, and I’ve said in the past, we’ve not always finished what we started and made sure that all the integration happens and all the functionality that we bring in from an acquisition gets fully integrated and created in our own offering. And I think that’s why it’s been at the lower end of our expense savings targets.

But I think there is – we will see. I think it’s early. I think we will be – we will certainly give guidance as to some of those cost estimates in January, and we will certainly keep you posted. But we stand by the guidance. And as the see if I’m hopeful we can – we certainly want to meet those.

And I always like to exceed where I can, but I think it’s a little early to lean too far..

Hey, Brennan, it’s Ron. What I would just add to that is we’ve emphasized about this acquisition. It is about capabilities and geographic reach and talent. So as we think about the synergies here, we’re thinking about them as combined synergies, if you will.

I mean there is instances, where there is just some better capabilities that exist over at Brown Brothers..

Great. Thanks for all that color. And then for my second question, Ron, actually, Eric, when you provided the color on the fourth quarter expense expectation you made reference to some needs to invest and whatnot. I know it’s probably early. You’re probably just starting to work on the budget for 2022.

But cost inflation is very much on the minds of investors. We hear about it broadly. One of your competitors at a recent conference raised the point that there would probably be some upward expense pressure in 2022.

Should we begin to prepare for a bit of a lift? Is it appropriate maybe to use the fourth quarter as the jumping off point and then adjust for seasonality and then think about that into next year? Is there just some general guiding principles you could provide to help people level set on ‘22?.

Yes. Brennan, let me start on that, okay? Because we are definitely seeing instances where there is some cost pressure, but it’d be untrue to say that it’s across the board.

Certain types of employees for example, in the technology area, as you’d expect, because there, we’re not just competing with other customer banks, we’re competing with technology firms. So we are definitely seeing that. But we also continue to see productivity improvements in our business. We’re engineering them in.

So we do see an ability to offset some, if not all that. And we’re just going to be careful about how we proceed forward. We don’t want to underinvest in key staff. But we also think that – I mean, as we see performance, we can pay for performance and do it through the incentive line. So it’s something we’re watching out for.

And there are particular areas where we are seeing the need to raise the fixed cost of talent, but not at an overwhelming – we’re not seeing an overwhelming kind of thing yet. Eric, you probably want to add something..

Yes. Brennan, I’d add to that, you go through the line items of expenses. Ron covered the salary comp incentives. And obviously, we have a little pressure there, but we also have a little more attrition. I think everyone seen that as they – so we’re trying to – we need to net that out as we go into next year.

I think you see a little bit of creep on the tech side. Obviously, some of those cost and transactional costs. But again, we have our engineering programs to offset some of that. And while it means there is more work to do. There is always more work to do. That’s just how it plays out.

I think from a – if you step back and you say what are the guiding principles that we use as we go into our budget process, which is just really started and full swing in November and then comes through in December.

Is really about how do we continue to make healthy or solid progress in expanding margin each year? How do we do that with a positive operating leverage? And you’ve heard me say before, we don’t like to live on the edge and be too hopeful of an equity market tailwind or something of that sort.

And so I think you’ve got to think of it as commitment to progressing towards our medium-term targets and progressing at pace where we can make a progress each year. You’ve seen us notwithstanding the interest rate headwinds this year. We’re making progress this year towards those targets.

We’re proud of that, and we need to feel like we need to continue that..

Thanks for all that color..

Your next question is from Betsy Graseck with Morgan Stanley..

Hi, good morning..

Hi, Betsy..

Okay. So two questions. One, I think on the expense side, one of the reasons why there are so many questions here is that there had been a period where State Street had a tougher time delivering positive operating leverage. And then more recently, you’ve had very good success.

So when I hear the point about, hey, we’re going to be reinvesting a bit for future growth.

I’m just wondering, is this a message we should take that the investment spend was a bit under – you underinvested over the past 1.5 years and now we’re going to ramp back up to "normal"? Or is this more of a temporary, we’ve got some things specific opportunities that we need to invest in.

We can’t tell you how many quarters it’s going to take, but it’s more of a specific opportunity and the positive operating leverage we’ve been used to seeing recently will persist once we get through this period? I guess that’s part of the reason why there is so many questions on expenses.

And if we could frame it like that, would there be any more color you could share with us. Thanks..

one, just continuing to invest in Alpha and kind of bring more and more of that to market quicker. Second is private markets.

And then third is the whole digital space where you’re seeing a lot of activity there, and that’s a combination of both supporting our clients in their digital kinds of ventures and also continuing to go to the next stage of digitization of our own business. So that’s what we’re talking about there.

And again, I would underscore what I said at the end of my prepared remarks that we will do so with a commitment to positive operating leverage and continued margin expansion over the short to medium term..

That’s great color. And those three threads, those are top of our list too in terms of revenue generating growth potential over the next 3 to 5 years. So that seems like it makes a lot of sense to be investing for that. Maybe a little bit more quarterly-oriented kind of question.

But just on the loan growth that you saw in the quarter, I just want to get a sense as to key drivers of that growth? And should we think that it was specific to this quarter? Or there is a demand there that we will likely see that kind of growth continue as we look into next year? Thanks..

Betsy, it’s Eric. It’s a little bit of both, actually. We saw higher than usual opportunities this quarter. I think sequentially, our loan balances were up. They are talking $3 billion. That’s quite a bit on a $30 billion base of loans.

We – a little bit of that was some discretionary lending we do, and then some of it was literally higher demand from private equity capital call financing, obviously, as the alternatives market continues to boom, some of our classic fund finance clients. We’re looking for some support and so forth.

So I think it was a higher than usual quarterly print. I think year-on-year, what we’re seeing is some confidence that we can grow this loan book in the low double digits, which is nice. The one thing we are conscious of, though, is with loans comes RWA.

And so what we’re always doing in background is optimizing the risk-weighted asset and the returns mix of those loans to make sure that in some cases, we add. In other cases, we sell fund by optimizing other positions, and that will be part of how we think about it going forward.

But we do think of lending as an opportunity for us to drive NII in the coming quarters and years..

Thanks, Eric..

Sure..

Your next question is from Glenn Schorr with Evercore ISI..

Hello. Good afternoon. I wonder if you could expand on the NII discussion. Just talk about what you think are non-operating excess deposits right now and how you think they behave as you have the model them behaving in a modestly rising world as we go into next year. Thanks..

Yes, Glenn, it’s a really good and hard question, because there is not an easy answer to them. I think we clearly have, like others have had some amount of excess deposits flow in. What I would say, though, is if you go back, call it, 2 years, you can ask the question, is that the typical deposits and is all the increased excess.

And I’d say that’s not true. What we’ve had over the last 2 years is very significant growth in our AUC/As. And with AUC/As, right, clients need to leave a certain amount of cash with us to handle the transaction volumes. And so a good bit of the increase that we’ve seen over the last couple of years is on the core deposit side.

There is so some, as you’ve seen, that is excess. And we pulled off, I think, a reasonable amount this quarter. We don’t necessarily want to push down deposits too far because we do want to be there for our clients.

If you go from – with that context to the, I think, the next part of your question, which is what happens in either tighter monetary policy with a slower expansion of the Fed’s balance sheet or rising rates. Does that reverse the course of deposits? I think it will eventually, but I think it will be a while.

It will be a 2 to 3-year process reason for that to happen. And part of the reason I say that is the Fed continues even under a tapering to expand its balance sheet, right? They are just expanding it less is what the talk is all about. It’s not about actually stopping the expansion of its balance sheet.

And so as the Fed continues to expand its balance sheet and then signal rising rates, I think we’re probably going to be in an environment of having healthy deposit levels, which effectively mean they are core, right, partly driven by the AUC/A need and partly driven by just the surplus of cash in the system and rising rates, which I think would be a positive – would be positive to certainly our balance sheet and NII and to the other banks as well..

I appreciate that. I wonder if you could just expand a little bit more on your thoughts. You mentioned private markets is one of the key growth areas. You’re one of the pioneers on the custody side of that. What does Mercatus do for you? And what can and can’t you do right now for the expanding world of private market? Thanks..

Yes. And private markets is a broad area, which is why I think we see some opportunities. If you recall, there is hedge fund activity in private markets. There is classic private equity. There is more fixed income kind of loan-oriented private markets. There is real estate.

And so it’s in each of those areas where there is not one investment we need to make, but a series as we pick our spots and pick our spots not only across each of those products, but make some choices geographically as well.

What Mercatus brings is a set of front-end functionality to the – that we can use to support our private other private market clients, so functionality around reporting to LPs, reporting to their own partnership. And that’s the front end that I think we value. And with that comes a set of data feeds and communication that’s quite valuable.

And if you think about that, that is directly plugs into the historical custodial operation that we provide and why we’re so excited about it..

Hey, Glenn, what I would add to this that, that market is still largely an in-sourced market. So this isn’t about slugging it out with competitors and a race to the bottom on fees, that’s to be able to demonstrate a better offering than what these institutions are doing for themselves.

The stakes are going up for them in terms of data reporting, particularly in ESG reporting. It’s not just that investors are demanding it, but in some cases, particularly outside the U.S. and Europe, you’re seeing reporting requirements being imposed not just on public companies but on private companies.

And investors want to know what’s in their portfolio, including their private portfolio. So we think this is all going to be – and Mercatus helps us do that and this will all be further impetus to drive this to a more outsourced model..

Thank you for all that. Appreciate it..

Your next question is from Ken Usdin with Jefferies..

Thanks. Good morning. Eric, I just want a couple of cleanups here. So you said that the premium was improved, but you called it episodic, but just wanted to make understand like what was that premium number in the third quarter so we can understand. I think you said it would continue to improve.

So I just want to understand what the delta was this quarter..

Yes. I think the best way to describe it, Ken, is remember, every quarter, we get some headwind from the compression in underlying yields in the portfolio. And what offsets that is less and less premium amortization, which comes through as a negative, but it’s a smaller negative each quarter.

And this past quarter, I said about third of the $20 million improvement was from, I’ll describe as an excess reduction in premium amortization. And that’s the piece we don’t expect to repeat. We do, as I said, continue to expect some marginal headwinds in the underlying portfolio yields.

We do expect some ongoing reduction in premium amortization, not just at that same level. And then we’ve also been pleased with some of what we’ve been able to do on the balance sheet asset size around lending and the investment portfolio. And that’s why we took our range up.

But we’re a little conscious that the fourth quarter print we gave a range purposely. We don’t think the third quarter prints necessarily a perfect indicator of that. But all that said, I think we’re pleased with the direction that NII has taken over the last couple of quarters, and we think that sets us up for the future as well..

So do you have a number to give us versus the 157 in the second quarter?.

I think you’ll have to help me. I think in the second quarter, we had NII of 467 in the third quarter for 87. And I think the range I gave you was 475 to 490 for fourth quarter. That’s total NOI.

I think what I’m trying to message is there are pieces below the surface, and we could get into a great amount of detail, but that’s kind of where the next falls out..

Okay.

So on money market fee waivers, can you tell us what the money market fee waivers and asset management were in the third quarter?.

Sure. In the third quarter, the money market fee waivers were about $19 million. Back in the second quarter, they were close to $25 million. And that’s why we thought at current levels of front-end rates, which have stabilized, we said that fourth quarter is likely to be around the $19 million, $20 million that we just saw..

And what about the other fee waivers that were $21 million in the second quarter, do you have what that was in the third?.

I think we are focused – the biggest driver of money market fee waivers in our systems for GA, for our Global Advisors business, that’s the one we have spent the most time tracking I think is material. I think the – and dominates. So I think that’s the area to focus on..

Okay. Thanks a lot, Eric..

Sure..

Your next question is from Brian Bedell with Deutsche Bank..

Hi, great. Thanks. Good morning, folks.

First one is just on the asset servicing side, Eric, if you can maybe just sort of maybe give us a view on that step-up of asset servicing fee growth at legacy State Street, not including Brown Brothers in ‘22 and ‘23, given that the new wins have been so strong and you’re running at more than double the pace required to offset the pricing headwinds.

So I mean, I guess the short question here is, should we expect a step-up in organic growth of asset servicing in ‘22 and again in 2023 given that pipeline? And not factoring in any kind of ignoring the market side of it..

Brian, it’s Eric. I think it’s a little early to get out and start to forecast ‘22 and ‘23. I think what I was trying to signal is we’re very pleased with our sales performance this year. We’ve been able to book, and that clearly is going to be part of the components of delivering growth in ‘22 and ‘23.

I would say we – and I’ve said this before, we need to earn our keep every quarter by continuing to drive sales and wins. And you saw that in the first quarter, we had $343 million of AUC/A wins. We’re very pleased with that. We’re pleased again with the second quarter with the third quarter.

We need to keep at it because if you step back, remember, a portion of every year’s wins gets implemented in that particular year. It’s something like a third. About two-thirds of a year’s wins typically is – gets reported in the following calendar year. And then you still have some, it’s probably like a six in the year after that.

So we are in a business where what we saw, we then start to implement and then we need to keep up that progress, and that’s what drives growth. And so I’d say we’re on a good trajectory. We’re pleased with this year’s successes and we’d like to continue to be successful.

We expect to be given our pipeline, but it’s still early to forecast actual growth for next year and the year after..

Okay. That’s fair enough. And then, Ron, just back on SSGA, obviously, you made a good case for the growth in that business longer term. But as you just think of strategically State Street as a whole, obviously, you’ve been the clear and away leader in the core asset servicing business.

And your – you continue to enhance that lead with CRD and BBH and other investments for organically growing it.

So as you think about State Street longer term, maybe would you prefer to be more of a pure-play on that leadership position or would you prefer to have the balance of the asset management business within that? And I guess also, is it really critical that you need SSGA for preferential capital treatment for going through the Fed’s stress test and CCAR?.

Well, Brian, I mean, if you think about our portfolio of businesses, we are far and away the narrowest of both the U.S. and the total G-SIFI population. So we are pretty focused to begin with.

And if you think about those two broad businesses, because I would put markets underneath our investment servicing business, because it’s really there to support that business, so if you think about those two businesses, they really are – they fall under that single purpose of helping institutional investors achieve better outcomes.

So we start out from a position of being very focused. And then we ask ourselves all the time.

First, are we satisfied with our performance and second, are we the right owner for these businesses? And at this point, as we look at it, we think and believe that given the performance, given the somewhat symbiotic relationship between two businesses that having this participation in that business is actually enhancing.

And as you note, it’s certainly is helpful from a capital perspective and relative to our investment servicing and related activities, it’s a capital-light business. So when you add it all together, we like the business, but we recognize that you as shareholders can take care of diversification, and it’s not up to us to diversify for you.

We have to make sure that as owners of these businesses that we’re good owners, and we can continue to grow the business, and we are looking at this all the time..

That’s great color. Thank you..

The next question is from Jim Mitchell with Seaport Research..

Hi, good morning. Maybe just on the security servicing side, outside of one-off large outflows like the BlackRock is.

Can you speak to your efforts to reduced client attrition and kind of get that $1.5 trillion bogey of annual gross outflows down to really start to enhance the net growth from that side of the equation?.

Jim, it’s Eric. Let me start. There is a long history here in serving our clients, serving them well and being incredibly focused on what they need. And that’s what both create sales and sales opportunity because we’ve said over time, something like two-thirds, three-quarter of our sales come from our existing clients.

And the other side of that coin is staying close to our clients when they are spending their needs, being there when they add funds or when they consider other options, is also a big part of what we do. Now sometimes our clients are involved in M&A, and we need to rebid what we’ve got. And so we have very active programs when that happens.

And that’s part of the industry. We’ve got a set of client NPS, Net Promoter Score work that we do, that we’ve expanded over the last 2 years to now take on a very large portion of our clients. So that provides real-time feedback to us from the C-suite on down to the operational portions of our clients. And then it’s our coverage program.

I think you saw us back in June describe how do you bridge with our Global Client division, our premium, our preferred and each one of them is geared towards making sure that we’re staying close and supporting our clients and making sure they are as satisfied and as can be.

So, those are some of the elements, and I would say it’s deep in our culture and something we work on. That said, you have got to keep – if we want to grow and deliver core growth like we have done in the last few quarters, we have been able to drive core growth, which we are very pleased with.

We have got to keep expanding and selling both to existing and to new clients. And you have seen us do that successfully. And then on the other side, we – I think we feel quite good about our retention rates and that will be – that’s always an area of intense effort and I would say this year has been successful as well..

Okay. That’s helpful. And maybe just the second question on enhanced custody. If I look at the balance – if I am reading the balance sheet correctly, it seems like you have had very significant growth there.

Is there any constraints on growing that business from a balance sheet perspective, capital perspective? How do we think about the – what’s driving the growth and the outlook for that over the next year or 2 years?.

Sure. Jim, it’s Eric again. I think for all of our balance sheet businesses, we always need to be careful about how much they consume in risk-weighted assets versus the earnings and the opportunities that they could provide us.

We do that certainly on a standalone basis because you have got to look at every asset on the balance sheet, whether it’s lending asset for our loan book, for example, or securities finance business or enhanced custody business or FX business.

And then you also have to think about it within the context of the client relationship because there is always a give and take and for a client that may not borrow very much, where they did do more securities finance for enhanced custody, that can be a reasonable mix and a way to serve them, but to serve them with decent returns.

So, I would say there is certainly room in these businesses, but I think what we are doing is going into the end of the year as we close the Brown Brothers acquisition, we are being a bit disciplined about our risk-weighted asset position, right, because we want to close that deal, and we want to land within our capital ratios.

And so I think while you have seen some very heavy growth in the last couple of quarters, just in the next one quarter to two quarters, I think you will see – you will continue to see some discipline. You have seen a little bit of that on the quarter-on-quarter balance sheet in some of the areas like securities finance.

And you can imagine we will do that going into the beginning of next year. But what I would say is I think the franchise as we continue to grow the fee portion of the revenue base, manage our expenses, we can continue to put more capital to work over time, but sometimes there will be some ebbs and flows.

And I think I have given you a little bit of an indication where we see some of those..

Okay, great. Thanks..

Your next question is from Steven Chubak with Wolfe Research..

Hi, good morning. So Eric, I wanted to start off just discussing some comments you made actually a bit ago at the BAB conference. You talked about the servicing fee growth algorithm and you framed it based on expectations around new store and same-store sales growth, pricing pressures, what have you.

And I was hoping you can maybe just update us on how your thinking has evolved with regard to that algorithm, whether it’s strengthened just given the improved outcomes that we are seeing in terms of new business wins, at least relative to what you have seen historically?.

Yes, Steve, I think the algorithm that you are referring to that we have – that I have described and we have described as a company is that servicing fee growth comes from a mix of equity market tailwinds, client activity inflows, net new business, we can either be positive as it has been the last couple of quarters, neutral or negative and then pricing headwinds, right.

It’s that four-part structure. I think the way I would update that is to say that the structure is still there and I think been fortified. I think the different areas move around a bit. I think equity market tailwinds, we have seen a very strong equity market tailwinds this year.

I don’t think we are going to see that every year, but we would like to see flat to up equity market. So, you can imagine that part of the tailwind was very positive this year, which we are pleased with. And the way we monetize that is we didn’t take our expenses up with equity market uptick. The second one is client flows and activities.

I think a couple of years back, this was a positive by a couple of points. I think a year or 2 years ago, as we saw outflows from packaged products in both – especially in the U.S. as mutual funds were on the wane and we saw less inflows in Europe. I think we felt less confident in client activity and flows of the tailwind.

I think that’s actually rebounded nicely this year, and we expect that to continue given the current market dynamics. Net new business, as you referenced, I think we have got a strong year here in terms of wins. That will now start to get implemented next year and the year after. So, that takes time, but we are pleased with the backlog.

And then pricing, I think as I have said, I think on the first question this morning has been well controlled and we just work on that intensely every day. So, I think the structure is intact. Every year will bring a little different mix and different elements of the – of that framework..

Thanks for that color Eric. And just for my follow-up, I know you provided some helpful color on the BBH rate sensitivity, or additional flex from having the off-balance sheet suite option.

I was just curious how the improving rate backdrop, just taking the forward curve, it informs your willingness to onboard more than the $10 billion of deposits, which you disclosed at the time of the deal and just speak to the relative attractiveness of on-boarding a larger percentage of deposits versus maybe other forms of capital return, like buybacks and dividend increase?.

Sure. And let me open up the aperture a little bit. Remember, the core of our capital constraint is around CET1, right, our common equity Tier 1 ratio, which is really a risk-weighted asset-based measure, not a leverage ratio measure. So, on the leverage ratio, we just need to be kind of within bounds.

And so the decision on deposits and NII within reason is really around what rate levels we are sitting at. I think the way to think about the positives when prevailing short rates, call it, Fed funds is at the current levels, near zero, you are not incentive to have deposits on the balance sheet.

That breakeven tends to flip at around two or three rate hikes, around 75 basis points of Fed funds. You start to be in a more neutral position and at 100 basis points of Fed funds you start to be the right way around or you would prefer the deposits on the balance sheet.

And so it’s somewhere in that area, call it, two, three rate hikes from now, where we begin to seriously thinking about the benefit of adding more deposits instead of being – instead of holding them off.

And so I think the question that we will – the decision criteria that we will get to is where are prevailing rates in the first quarter and the second quarter and the third quarter next year.

And at that point, we will make some conscious decisions and trade off additional NII, which we would like to bring in, because it helps with our margin and our EPS. And we will just have to just be careful about the balance sheet size. But you have seen us manage the balance sheet side. You saw it this quarter.

And in fact, it’s not like we – well, we know where to judiciously manage the balance sheet. And I think we will continue to do that while bringing on deposits and serving our clients as best as we can..

That’s great color Eric. Thanks so much for taking my questions..

Sure..

Your next question is from Gerard Cassidy with RBC..

Good morning, Ron and good morning Eric..

Hi Gerard..

Eric can you share with us when you guys look at your asset under custody wins, can you break it out geographically? And also, are the wins coming from competitors, or are they coming from just companies that were doing it internally and now have chosen to go with somebody like yourself? And how do the numbers in this quarter look compared to the prior couple of years? Is there a shift going on in either of those two dynamics?.

Gerard, maybe I will begin and Eric will add in color. If you look at this quarter, the standout, obviously, from an AUC/A was legal in general. So, mostly UK, but some – there is an American element to that also. In that case, it was for the most part, a new client to us. We did not have – we had a nominal existing relationship to it.

And it’s an Alpha-driven mandate. So, lots of activities will be coming our way over time. If you look at the prior quarter, again, the standout there would have been Invesco, which was more of a U.S.

based global client, where we had an existing relationship on the servicing side, we have – we are consolidating much of that and expanding into the middle and front office. So, I would say that what we have seen over the past couple of years in terms of the Alpha-related kinds of wins, it’s been nicely mixed geographically.

And as importantly, it’s been – there has been more new client wins than we would have expected from the beginning. So, it’s enabled us to drive new client growth and what’s incumbent upon us then is to make sure that, obviously, if it’s a new client, there they have got the traditional servicing business with somebody else.

So, what we are doing strategically is we will have the discussion on Alpha. We will win the Alpha and then say, now we want to move the servicing business over. In terms of the core wins, the – I would say that there has been a little bit of a cycle here and Eric will correct me if I am getting this wrong.

But after – if you go back a couple – 3 years ago, EMEA was relatively light relative to the U.S., and we have seen actually over the past couple of years, a lot of activity in EMEA. And it’s not so much that it’s been less U.S. It’s just been more activity in EMEA.

So, that had a lot to do with changing out and rebuilding a sales force and things like that, that had been done in the U.S., hadn’t quite been done until more recently in EMEA. So, it’s – what we like is it’s nicely mixed.

And more recently, we are starting to see some activity in Asia Pacific, and we are really excited about Brown Brothers because of the truly leading position that they have in Japan that we will be able to leverage to support even more growth there..

Thank you. Very good. And as a follow-up question and I apologize if you guys have addressed this already, in the revenue growth of servicing fees and management fees, 7% for servicing on a year-over-year basis, 10% for management. You have mentioned that client flows, new business growth, higher market levels contributed to this growth.

How much of that growth was attributed to the higher market levels?.

Gerard, it’s Eric. It varies by business. On servicing fees, a large proportion of the up 7% was driven by the equity markets tailwind, a smaller proportion from client flows and net new business. And then in the other direction, you have the usual smaller amount of pricing headwinds, and we also called out a little bit of divestiture activity.

So, it’s kind of two-third, one-third, but what I think I am particularly pleased with is we are able to hold expenses flat, notwithstanding that. And that’s not been our history here as we have managed. On the management fee side, it was just the way that that business tends to be priced.

The market tailwinds tend to come in and are a very important part of the tailwind. But we also had, I think, very nice net new business performance on the revenue side. You see it in flows. We also counted in revenues. But you saw there, us taking up our margin in the asset management business.

And so while we are creating the environment for either an equity market tailwind or a flow tailwind in asset management, it’s the – we are also managing the other side of the P&L, and that’s been quite remunerative for us this quarter and pleasing..

Very good. Thank you. And Eric, we all are looking forward to seeing you at the BancAnalysts Association of Boston Conference in about three weeks. So, we will see you then. Thank you..

See you shortly..

Your next question is from Rob Wildhack with Autonomous Research..

Good morning guys. Just one more on the expense side, you highlighted some productivity savings this quarter, and that’s been a trend recently.

How much more is there left to do on the productivity side? And how much do you think that can continue to sort of offset any increases in other expenses going forward?.

Rob, service productivity is hard work. And we have been at it now for a couple of years. And despite the progress that we see, we actually see more opportunities. It’s not as easy as just like in manufacturing just substitute a people-driven assembly line with a bunch of robots.

It’s really activity-by-activity, substituting AI, substituting other kinds of automation, trying to eliminate reconciliations. And we are making progress against that, and we see the opportunity to do more.

So, we see this as – it requires work, ongoing work and ongoing engineering, but we see opportunities over the next several years to continue to do more and more of this..

And Rob, it’s Eric. I would just add as we adjust our outlook a little bit. Part of that was just year end incentives we need to reward really strong performance. But we also talked about starting to leg into investments. And we like to invest behind the revenue, not ahead of the revenue, but behind the revenue, and that’s what we are doing.

One of those investments, to be honest, is engineering work, right, development work to actually automate processes, simplify processes and so forth.

And so, part of what we are doing even into the fourth quarter is beginning some of that work so that several quarters from now, a year from now, 2 years from now, there is actually an engineering benefit. And so that’s where it comes together as well. But as Ron said, it takes real hard work and it gets done in phases..

Got it. Thank you for that..

Sure..

Your next question is from Vivek Juneja with JPMorgan..

Hi, Ron. Hi, Eric. A couple of questions for you folks on BBH acquisition, I remember you saying on the announcement of the call something about earn-outs.

Can you talk a little bit about are these – is this additional payment over and above the purchase price, or is there something else for the partners who would have presumably gotten a part of that purchase price and cash that you are getting or can you give us some color on that.

And what’s the driver of that? What is it tied to and over what time period?.

Yes, Vivek, so there is not an extra contingent payment here. So, let’s put that aside. But what we have put in place, and it was part of our – as we talked about expected accretion here. We have put in place an incentive plan that’s quite broad based.

It’s – basically, it’s a success-based pool with the factors being client on-boarding and retention as well as staff retention. And everybody – well, all of senior management fairly deep into the BBH management participates in that. And there is targets out there in terms of client retention.

There is targets out there in terms of desired staff retention. So, it was really meant to align BBH people around what we are aligned about, which is growing our client base and keeping our best talent..

And Vivek, it’s Eric. You will see those costs in the acquisition restructuring line. So, we are purposely bounding it and – but including it in our financials. But they are modest. They are what you would expect us or any other acquirer to do in a deal. And given the combination, there is a real benefit in the execution here..

Okay. Great.

Another one on BBH and Eric, maybe this is more for you, the BBH sweep program that you have mentioned previously too, how much of those deposits – how much of that sweep is at risk where banks not who are – who would not want to renew it because of capital constraints? So, how much of that would you need to take on? And if you couldn’t, what’s the alternative to that?.

Yes, Vivek, we – as part of our diligence, we looked at every part of this acquisition, how the revenues come together and there, there is a lot of share of wallet opportunity, expenses, how it comes together and certainly, the sweep program. The sweep program is modest when it comes to the bank counterparties.

It’s not enormous for any one bank provider. I think the top 10 bank providers are important. But if you think about what swept away, I think we said about $60 billion, $70 billion is swept away today across 10 large banks. You are not talking about a real capacity constraint.

And we did – we have done and we have actually engaged with each of those bank counterparties, most of whom we know extremely well and who we do business with, right. We often do business with those counterparties on the sub-custody side or in terms of other arrangements.

And so there is kind of a – there is a bidirectional set of relationships that we have. So, we don’t see a lot of risk at this point and see more of an opportunity to actually sweep a little more, sweep a little less. What I would say is the core of the sweeps in U.S. dollar – and I don’t need to be patriotic to say that the U.S.

dollar is an extremely valuable deposit and cash currency. And so that’s – so they are certainly valuable to U.S. and global banks. And so I think we have got a good program set up, and we see it continuing with some upside optionality for us..

Okay. Thank you..

Sure..

Your next question is from Mike Mayo with Wells Fargo..

Hi. If you can provide more color on your phrase, business investment for the next phase of growth. That sounds like something more significant than simply tweaking budgets going into year-end or anything like that.

So, when you talk about this next phase of growth, I know you talked about Alpha, private markets, the digital space, but if you maybe just give more color on the overall tech strategy and the tech budget.

How much are you looking to increase the tech budget from where it is now? How much of that is to change the bank? And which areas of tech are you investing such as the cloud or other areas? Thanks..

Mike, it’s Ron. As I said earlier, we have been investing all along through this most recent period these last several years. And as Eric has noted, we have invested behind our revenue growth. So, the gates in our investment have not been necessarily opportunities, it’s been what can we do to fund this growth off of our BAU spending.

And second, where and how is the growth coming in. In terms of what we are investing in, it really isn’t changing much other than from a balance perspective.

I would say that much of the investment that you have seen over the past several years, if you think about the whole resilience area, the whole – I mean, this is imposed on all of us, resilience area, the cyber area would probably fall under the BAU or run the bank. Alpha has certainly been a change the bank kind of thing.

And I think there is a – we would anticipate a little bit of a mix shift from run to change in terms of total amounts. But really, it’s not going to be a kind of peanut butter of thing where everybody gets a little something here for their pet project.

It really is about those things where we see it positioning us for meaningful growth, meaningful additional growth. So, we explain why, but that would be Alpha private market and State Street Digital kind of primarily. What I would add to that, continuing to selectively invest in Global Advisors.

I mean the investments we have made there in the past, particularly, for example, in the active ETF space, what we – the investments we made in European ETFs and a low-cost ETFs, all of which are growing, and we are gathering disproportionate share in those space. So, that’s how we think about it.

I mean you shouldn’t expect us to be throwing a lot of money at things that we don’t know anything about or that are new to us, but it’s about things that we have already established can give us growth and that with a little more investment, we expect to be able to accelerate that growth..

Okay. So, spread around the peanut butter too much.

But when you look at it by function, like I know you have – this predates you, Ron, but when you talk about the cloud or the back office and you talk about digitization, digitizing your operations, how are you looking at the cloud today in terms of public, private? How much of the workload has shifted? Where are you in that thought process? And how much does that play as part of your transformation?.

I mean, Mike, we have been very active in the cloud, and we have, I think talked about this in other context. If you – I will use an example of what we are doing in Charles River and Alpha, which is an entirely right from the beginning when we said we were going to be open architecture and interoperable.

That, by definition, meant that it had to be cloud-based. So, we have quite aggressively gone to the cloud. We have talked about our partnership, which was one of the first in this whole security services area with Microsoft and their Azure products.

So, that is very much a part of it, and we think about it as being how can we – I mean, certainly there is a cost element to it is also how do we advance the business strategically and grow revenues..

Alright. Thank you..

Your final question is from Rajiv Bhatia with Morningstar..

Good morning. Just one quick question from me, there are some headlines that hedge fund flows are pretty strong.

So, can you comment on your alternative funds administration business? And what kind of growth are you seeing there?.

Yes. Why don’t I begin and Eric will pick up, Rajiv. I mean you are right. Hedge fund floats have been strong and going back to Mike’s effort that would be another example of where we have invested fairly significantly in new technology there and in this case, using an outside provider. And we are enjoying the benefits of those flows.

And I think that you will see – we expect to see more and more flows into alternatives, alternatives of all types. There is a further push to see this if you will, go into smaller, smaller accounts and the so-called democratization of it, and we want to be positioned for that..

And Rajiv, it’s Eric. I will just add the private markets, the hedge funds are all attractive asset classes for us. And so year-on-year, we saw a 7% growth this year across the servicing fee franchise. In the private markets, you are seeing 2, 3 percentage point higher growth than the average for the company.

And that’s one of the reasons why over the last year or 2 years and certainly going into the fourth quarter next year, we are investing more in private markets because we see those opportunities, and that adds to the growth trajectory of the company..

Got it. Thanks..

Sure..

And we have no further questions at this time. I will turn the call back over to our presenters..

Well, thanks to all on the call for joining us. And we look forward to speaking with you further. Thanks very much..

Thank you again for joining us today. This does conclude today’s presentation. You may now disconnect..