Good day and thank you for standing by. Welcome to the Brookfield Asset Management Third Quarter 2022 Earnings Conference Call and Webcast. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. Please be advised that today's conference call is being recorded. I would now like to hand the conference over to your speaker today, Suzanne Fleming. Please go ahead.

Thank you, operator, and good morning. Welcome to Brookfield's third quarter 2022 conference call. On the call today are Bruce Flatt, our Chief Executive Officer; and Nick Goodman, our Chief Financial Officer, Brookfield Corporation; Bahir Manios, Chief Financial Officer of our Asset Management Business. Bruce will start off by giving a business update, followed by Bahir, who walk you through the results of our asset management business. And finally, Nick will discuss our overall financial and operating results. After our formal remarks, we will turn the call over to the operator and take analyst questions. In order to accommodate those who want to ask questions, we ask that you refrain from asking more than two questions at one time. If you have additional questions, please rejoin the queue, and we'll be happy to take any additional questions at the end, if time permits. I'd like to remind you that in today's comments including in responding to questions and in discussing new initiatives and our financial and operating performance, we may make forward-looking statements, including forward-looking statements within the meaning of applicable Canadian and U.S. securities laws. These statements reflect predictions of future events and trends and do not relate to historic events. They're subject to known and unknown risks, and future events and results may differ materially from such statements. For further information on these risks and their potential impacts on our company, please see our filings with the securities regulators in Canada and the U.S. and the information available on our website. And with that, I'll turn the call over to Bruce.

Thank you, Suzanne, and welcome everyone on the call. Our third quarter results were strong, demonstrating the resilience and the diversification of our franchise. We reported over $700 of net income and $1.4 billion of distributable earnings. In addition to these strong results, we entered into a number of strategic partnerships where we will deploy significant amount of capital alongside our partners. The economic backdrop has continued to create volatility in the capital markets with bonds and equities underperforming in the last while. On the contrary, private real assets have proven to be a safe haven, further enhancing their appeal to investors. Interest rates should be set to peak in the next six months and many major economies around the world look like they will experience a recession, with a central bank induced slowdown. Rates are then set to stabilize and should eventually decline. Dislocation in the financial markets has been accessed to capital has become less available for many. Fortunately, we are well positioned to thrive in the current environment with a record level of investable capital of over $125 billion and more importantly the skills to navigate these types of markets and execute transactions. Our access to liquidity combined with our deep operating expertise sets us apart and makes us an extremely attractive partner for many companies. Our recently announced strategic partnerships are hopefully only in the beginning of what we want to accomplish when we bring our competitive advantages to bear. Touching on a few of these recent partnerships briefly. We agreed to fund half of a $30 billion chip manufacturing facility with Intel, with Brookfield funding $15 billion through our infrastructure business. This is just one chip manufacturing facility and the trends towards de-globalization may result in similar opportunities going forward. We partnered with Deutsche Telekom…

Great. Thank you, Bruce, and good morning, everyone. I'm pleased to report that our asset management business had an excellent quarter and continues to prove out its resiliency and ability to deliver strong profitability and growth through the cycle. As Bruce noted, the business had a great quarter from a fundraising perspective, it progressed a number of initiatives on the product innovation side and delivered strong financial results. I'll provide an update in my remarks on all three fronts. First, from a fundraising perspective, we remain on track to deliver our best fundraising year ever. Our clients continue to allocate large sums of capital to our real asset strategies that provide predominantly contracted and inflation protected cash flows, which offer shelter during times of volatility in the financial markets. Since the end of the last quarter, we had inflows of $33 billion. This was predominantly driven by first closes for our fifth flagship infrastructure fund, and our six flagship private equity fund, which now stand at approximately 21 billion and 8.4 billion respectively. We also finished fundraising for our fourth flagship real estate fund and have raised $17 billion for the strategy. In addition, we continue to raise capital across our other complimentary strategies. Our third infrastructure debt fund had a first close for $2.8 billion and our super core infrastructure fund raised $1 billion during the quarter. We recently launched fundraising for the next vintage of our opportunistic credit flagship fund. This strategy, along with the broader Oaktree franchise specializes in investing capital during periods of capital scarcity and market volatility, and we expect this period of time to be no different. Our target is for the next opportunistic credit fund to be larger than the prior vintage, which stood at $16 billion. As a result of all these…

Thanks, Bahir, and good morning, everyone. To reiterate the previous comments, our financial results were excellent during the quarter. Distributable earnings or DE were $1.4 billion for the quarter and $5 billion over the last 12 months. DE before realizations were $1.2 billion for the quarter and $4.2 billion over the last 12 months, that's up 39% and 29% respectively compared to last year. FFO and net income for the quarter were $1.5 billion and $716 million respectively. The strength of the earnings is due to the high-quality and essential nature of our asset and businesses. They generate predominantly contracted inflation protected cash flows, underpinned by conservative and stable capital structures. As a reminder, we always strive to minimize the risk of our capital structures by financing largely on an investment grade fixed rate basis, matching the currency of the debt to that of the underlying asset cash flows. We also seek to hedge the residual currency exposure of our equity, maintaining high hedge levels against developed market currencies, which have been most affected in the last 12 months. The result is a resilient asset portfolio that continues to perform well. As Bahir mentioned earlier, this model continues to benefit our clients as well as our own capital. As our investment portfolio on the whole continues to generate stable and growing cash flows and the values of our investments are robust, it is worth noting that the performance of our Insurance Solutions business has also been very strong as it continues to ramp up its investments. Operating FFO was $1.2 billion for the quarter, a 30% increase compared to the prior year period. The increase was largely driven by the continued growth in our asset management franchise, the benefit of same store growth across our operating businesses, contributions from recent…

Our first question will come from Cherilyn Radbourne from TD Securities. Your line is open.

My first question is with respect to the secondary market where there's clearly an expectation of more LP activity in the near term. Is it logical that more GP activity where BAM is more focus should follow that? And is that something you're preparing for?

Yes, it's Bruce, Cherilyn. And I'd just say, look, I think the, during times of less capital availability versus quote more capital availability, those with capital, more opportunities come to them. So, I think -- and when GP can't wind up a fund by selling assets outright continuity vehicles make even more sense. So, I think there'll be much greater opportunity looking forward to continue to expand our business. So, I think it'll be good time.

And then in terms of the retail wealth channel, maybe you could just expand a little bit there on how many platforms you're listed on the kind of receptivity you're seeing from advisors in terms of alternative products and how much was baked into your five year plan in terms of retail inflows?

Hi, Cherilyn, it's Nick. So, listen, we're advancing the initiatives that we laid out, which is developing more products. Our non-traded REIT, as you know, is on 13 platforms right now and also expanding into the RIA channels. We have our Oaktree product, which recently launched through their BDC, and we are in the process of getting our infrastructure product out there as well, which is really providing retail and wealth with access to the full suite of our capabilities and products. And we think that's going to resonate very well with the channel over time. We know it takes time the first stage of getting on the channels, which we've achieved, now it's about the performance, which has been very good or non-traded REIT is performing well and scaling up. And now it's just about getting out and distributing the product. And that's the next stage of the growth for this product. And the change that we had in the next five years has not deviated from what we laid out an Investor Day was about $50 billion to $60 billion over five years and we still believe that's achievable.

Thank you. One moment for our next question please. And our next question will come from Ken Worthington from JP Morgan. Your line is open.

Hi, good morning, and thank you for taking my question. Maybe first for Bruce. I'd love to hear how you're characterizing the real estate market in the U.S. at this point, both the corporate building and the retail parts of the U.S. real estate market? And if you could give us some flavor on how you see the path forward in 2023 in real estate for Brookfield?

So, that's a pretty broad question. I could take a while, but I'll try to give you a couple of points. I think point number one is, real estate -- the real estate market there, it's almost the tale of two cities. Now it always has been, but I think in this environment, the gap has widened between premier everything and poor quality things. And I would say, poor quality things whether it's residential, industrial, retail or office is not lower priced, it's no bit. And in some of these things, they are going to be plowed down and the real estate and those assets are going to have trouble, and there you're going to get handed back to lenders recapitalized or things are going to occur. So that's one sector of the market. On the other hand, our assets generally or predominantly fit in the category of the best of the best. We have always had a strategy of focusing on the best of the best. And in high quality assets in all asset classes in real estate today are getting higher rents and just give you a couple anecdotes. Retail sales broadly across the U.S. are up 30% in shopping centers from pre-COVID numbers, but high quality centers are even going to have more than that, some of them. Office space in major markets like New York on the premium side, rents are up 50% from where they were pre-COVID and what we expected before COVID. So, the story in real estate has always been focused on premier quality and it always wins and in this environment and I think going forward to answer the last part of your question for '23, the race to the best is always wins and it's even more so and exacerbated in this environment. So, I would just say, our business is very good. There is no doubt interest rates are higher. So, if you didn't have fixed rate financing in some transitional assets or assets like hotels have floating rate financing on them, but the revenues are inflating as well with inflation. So, these are inflation sensitive assets and you get income back eventually. So, I'd say, we are quite constructive and positive about the environment. And on the acquisition side, there is a number of very interesting things to do.

Thank you. And then maybe for Nick. On the margin outlook, you are in the midst of a significant flagship fundraising cycle. The perpetual funds are growing. We assume that this is very high incremental margin, but you are investing in the business. So, as we think about Brookfield Asset Management and Brookfield Corp to the extent that it's different, how should we think about the margin outlook and even expense allocation between the spin and hold co going forward, but really the question is about the margin outlook and what we should expect?

Yes. Thanks, Ken. Listen, I think the margin outlook guidance from us really hasn't changed over the long-term. For Brookfield, we've guided to around 60, which when you include Oaktree that's roughly where we are right now in 59, 60. You might see some margin expansion in short-term because we really have loaded up on the cost ahead of the fundraising for this round of flagship, and we're almost done with the fundraising. The people are obviously in their seats looking for investments. We've raised the capital, a few extra people to service the additional clients, but the cost have been incurred and now you'll see the revenue coming through. But as you said, we're also in continuing to invest in the growth of the business. So, I would guide you to the consistent margin outlook that we've given for the last couple years.

And our next question will come from Alexander Blostein from Goldman Sachs. Your line is open.

I was hoping we could dig into some of the fundraising dynamics in the quarter outside of the flagship. And Bruce, you mentioned $14 billion of capital raise outside of the flagship campaign, which is quite strong. Can you help unpack where that's coming from and more importantly, as you look forward at the growth of the business into /23 and beyond. How do you think about these kind of contributions outside of the flagships and where they would be coming from?

Hey Alex, this is Nick. Maybe I'll start off, and Bruce can add if you want at the end. Listen, I think, we've talked about the flagships and the scaling up, but what was really going to help propel the growth of our business is the growth of these complimentary strategies. And they have proven to be very popular with our clients. Maybe people thought in a rising rate environment, some of these lower income, lower risk strategies may struggle, but we've actually found they resonate even better given their stability and the areas in which we're focused in the inflation protection of the underlying investments. And we've seen really strong demand across our infrastructure debt strategy had a really strong first close. Our super core infrastructure, which is an inflation protected at long term core return. And even in the quarter we had about 750 million to billion dollars come in across our perpetual real estate strategies across real estate debt and non-treated REIT. So, we're continuing to see that capital come in, it's coming from abroad array of clients that I'd say another benefit to this. It's also attracting new clients to Brookfield and a lot of the investors coming into this are first time investors in Brookfield strategies. So, I think it's got really positive momentum and fundraising has not slowed down. If anything, it's accelerated this year and we're really optimistic for its contribution over the long term.

Great. Thanks Nick. My second question is around the transition business. You guys have outlined a lot of secular growth drivers in that business at the Investor Day. If we look at the pace of deployment, I believe roughly 7 billion or so at a global transition fund has already been committed or deployed. I think that's almost half of the fund side. So given the opportunity set you see for capital needs in this part of the market. I guess how are you thinking about deployment here over the next several quarters, and when should we think about global transition fund 2.0?

Yes. So, Alex, your observation on the amount investors are committed is correct, and listen the fund is seeing tremendous opportunities. This was the whole idea behind the strategy that the amount of capital needed to invest in the transition is enormous. And with a pool of capital that can effectively go where the emissions are and start to help companies achieve their decarbonization efforts, the opportunities are they're vast, and some of them are very large in size. And so listen, the pace of deployment will be thoughtful, we will target stuff that achieves that and strong returns for our clients. But we are seeing lots of good opportunities. And as we work through that, then yes, at some point we will move on to 2.0. Hard to say exact timing, but the pace of deployment is going well.

Thank you. One moment for our next question please. And our next question will come from Geoff Kwan from RBC Capital Markets. Your line is open.

I was just wondering is, if there's any sort of sensitivity to plan value for sure you could provide to higher interest rates? Because I would think the sensitivity would be around the principle investment in your NAV as opposed to, or your plan value as opposed to be FRE your carry?

Hi, Geoff. It's Nick. Listen, I think if you were to take interest rates in isolation, then you could say there could be an impact, but I think when you take interest rates combined with the inflation that we have right now, then when we look at our portfolio, we believe that the valuations are fully robust in this environment. And the two seem pretty closely intertwined right now. If inflation comes down, rates come down. So I think we feel pretty good about the value of the investments and as we've just said, it's not impacting for now, um, our fundraising ability on the private fund side. So we feel good about the business in this environment.

And just my second question, I know it's not materials here now, but just on that American equity life situation. Just wondering, if there's any color you can provide us to the rationale for the decision that was made. But also too specifically will BAM reinsurance still do the remaining new flow requirements under the regional agreements? And also for the shares that you're not looks like planning to sell initially. I think it's because there's a lockup. Just wondering how much longer you'd have to wait or is there a plan to sell those other shares as soon as you can?

So, it's Bruce, I'll just say, I'm not sure I can add much to answer those questions because it is a public company and so I can't really say too much. But maybe just to put it into context, it's a small investment in 300 businesses that we have. Sometimes small events catch the press sometimes large ones don't. You just never know what catches the press. It'll get sorted out in due course and what we can say is follow publicly, so you should look at those materials and it does contain some answers to your questions. And the other ones, I just can't deviate from that.

Thank you. One moment for our next question please. And our next question will come from Sohrab Movahedi from BMO Capital Markets. Your line is open.

I just wanted to get maybe a bit more meat on the bone, I think in the shareholder report. Bruce, you talk about leveraging the manager to source investment opportunities, opportunistically grow the business, and odds of something large and interesting showing up is increasing. Any chance you could kind of maybe give us a bit of direction as to what would be large what sort of areas would be good opportunities, maybe including jurisdictions as well?

Yes, look, I would say first all, our corporation will continue to put money into all the funds that are sponsored by the manager and be hopefully a very large co-investor beside it in transactions just like many of our other clients. And from time-to-time, there may be a business or an asset, which doesn't fit any one of those funds or it's such so large that the corporation can take a very meaningful piece of the business beside one of the funds. So I'd say that maybe the first point of how we are thinking about investing. On top of that, look, the bottom-line is when the markets are extremely volatile and equities in some sectors go down between 75% and 90%, odds favor, one of those businesses maybe being an opportunity to purchase or the volatility of the current environment creates opportunities where there are liquidity issues for some entities that come into the market. And increasingly, we've been seeing and continue to see, and I think we'll increasingly see over the next while, while this environment persists, many more opportunities coming to us, that you wouldn't have imagined six, twelve months ago. So we don't know what they are. They show up on a daily basis. Most of them we don't do. But there will be one of them I think that could be very interesting when having liquidity and capital available is always and a great place to be in this environment.

And then maybe just as a follow-up to that, I mean, to get the full leverage if you will out of the manager, doubling the fee bearing capital and fee related earnings and alike that. Would there be anything that as a group you would think you would need to add on acquisition wise? Or is this the kind of the organic trajectory by itself that will get us there?

Yes, I think our plans and Nick can add to this or Bahir can add to this. But our plans are essentially everything you see is just an organic build out of our businesses. Having said that, and we don't need to add anything. I think we have an excellent breadth of products and we are increasingly building other areas adjacent step-outs to our plans. But from time to time, people come to us with things and we look at them. And there could be something one day that is inorganic and we will just assess it as they come along.

Thank you. One moment for our next question please. And our next question will come from Andrew Kuske from Credit Suisse. Your line is open.

Thanks. Good morning. It'd be greatly appreciated if you could provide us just some color on your client coverage model and really how you benchmark it versus some of your peer group. And I guess the gist of the question is, just the number of your private LP clients that you are effectively covering now better investors in the funds, average ticket size. I think it's been a while since you have updated that information.

Hi, Andrew, it's Nick. Listen, our client coverage model is global, and we run client coverage regionally, where as you can expect, we have a lot of CRMs building relationships with clients and maintaining relationships with clients every day and we do that with the largest pension fund. Sovereign wealth funds down to the smaller institutional investors and then we have a dedicated team covering insurance clients as well, leveraging our expertise that we are building all the time through our reinsurance business to help structure the right ways for insurance to invest into our strategies. And so, that's the front line for our institutional clients. And obviously, we are building our wealth solutions business to target the retail channel. And then supporting that is a huge effort around client service. And that's for managing our clients' requests and reporting every day once they're investors in the fund. So, it's a significant effort. It's more of a regional approach today complimented by senior executives who also manage and maintain significant relationships. Listen, the average size of investors is growing. It's up from previous years. It's about 175 million right now, and growing significantly. And also the average funds that are invested or invested are also stepping up over time. So, things are improving and the client coverage is obviously growing all the time as we continue to try and target A, more clients, but B, we do more with existing clients. So, it's a continual effort.

Appreciate those comments. And then maybe just to dive into that a little bit more. Are there certain regions where you're growing at a faster rate from a coverage standpoint versus some others?

Not necessarily. Listen, I think the U.S. is still a tremendous opportunity for us. We're obviously very well covered in Canada as you would expect. Great relationships in the Middle East and Asia; Europe, I think is a market where we're continuing to grow as we tailor new products for that market that seem to be resonating well and we're growing the client penetration there, and the U.S. is still a significant opportunity for us. So that's probably the summary.

And we will take our last question from Mike Brown with KBW.

So, for the insurance business, how should we think about the organic and inorganic path forward? And I guess on the inorganic side there are some attractive assets in the market. So how are you thinking about other potential insurance partner opportunities?

Hey Mike, it's Nick. There's a lot of the organic growth in the short term has been just the earnings growth in the short term has really been about investing the significant capital that we have that was largely sitting in short data in cash and short-term assets and reallocating them now investing into still very high credit quality, but much higher yielding opportunities. And that spread expansion is a significant boost for earnings. From an organic perspective, obviously with American National platform, we're out there originating product every day, and we are still looking at building strategic partnerships with insurance companies in the market and being a good partner and trying to grow through that way. And that can be a combination of pension risk transfer from which we're building a very strong market position in Canada and looking to grow that globally into Europe and the U.S. at some point. And it's also just through life and annuity products and just beinga partner for insurance companies across a whole host of opportunities. So, I'd say the organic comes largely through pensioners transfer and American National, and inorganic through opportunities we continue to see in the market through blocks and strategic partnerships.

Okay, great. Thanks for the color there, Nick. And then on the insurance business. Just to dive in a little more there. It does sound like there's some good growth opportunities in the business near term. How should we think about that in terms of how the contribution can continue to progress here over the coming quarters? And as it grows in size, can we expect to get a bit more disclosure on that business?

To answer the second question first, yes. As it grows in size and becomes more material, there will be more disclosure. Listen, I think this quarter we were about 160 million of FFO in the quarter, annualized number has increased to 550 million. And I think that's a decent sort of annualized number based on what we're seeing in the quarter. But as we continue to allocate more of that cash and capital into higher yielding opportunities, we could see further expansion.

Thank you. And that does conclude our question-and-answer session for today's conference. And I'd like to turn the conference back over to Suzanne Fleming for any closing remarks.

Thank you, operator. And with that, we'll end today's call. Thank you everyone for joining us.

Thank you. This concludes today's conference call. Thank you for your participation. You may now disconnect. Everyone have a wonderful day.