Suzanne Fleming - Managing Partner, Branding & Communications Bruce Flatt - CEO Brian Lawson - CFO

Cherilyn Radbourne - TD Securities Ann Dai - KBW Bill Katz - Citigroup Andrew Kuske - Credit Suisse Dean Wilkinson - CIBC Neil Downey - RBC Capital Markets Mario Saric - Scotiabank

Thank you, Operator, and good morning everyone. Welcome to Brookfield's third quarter conference call.

On the call today are Bruce Flatt, our Chief Executive Officer and Brian Lawson, our Chief Financial Officer. Brian will start off by discussing the highlights of our financial and operating results for the quarter, and Bruce will then give an overview of our market outlook and Brookfield's investment approach.

After our formal comments, we'll turn the call over to the operator and take your questions. We ask that you refrain from asking multiple questions at one time in order to provide an opportunity for others in the queue.

We'll be happy to respond to additional questions later in the call as time permits. I'd like to remind you that in responding to questions and in talking about new initiatives in 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 are subject to known and unknown risks, and future events 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.

Thank you. And I'll now turn the call over to Brian.

Thank you, Suzanne and good morning to all of you on the call. We're pleased with the results we reported this morning.

Funds from operations or FFO totaled $809 million. And looking at the key components, fee related earnings increased by 8% in-line with the year-over-year growth in fee bearing capital which now stands at $120 billion.

I would note that the growth in fee related earnings is below trend but that's simply because we brought nearly $30 billion of new funds online in 2016 and we are in that window between these closings and the next series of flagship funds. In that regard, we continue to make good progress on investing these funds as you're aware, once we have invested 75% to 80% of a fund, we can move on to raising a successor fund.

We are through 80% on the real estate fund and so we're currently fundraising in that sector and our REIT infrastructure and private equity funds are through 45% and 70% respectively. We're also making good progress in building out our credit business are continuing to grow our core real estate fund and advancing several other important new funded strategies to develop broader product offerings for our clients, an opportunity to continue expanding our fee bearing capital.

We're also seeing an increase in the amount of carried interest generated as a number of our larger funds raised several years ago are now through their investment period and into the value creation and monetization phases. This quarter we generated $367 million of unrealized carry, $786 million on an LTM basis, which we brought into FFO and net income down the road as the funds are distributed and the clawback potential dissipates.

Performance in the funds has been strong across the board and benefited particularly from the sale of a European Industrial Business within our First Global Real Estate Opportunity Fund at exceptional returns, and also benefiting in particularly from a very successful turnaround in a large industrial business within one of our private equity funds. I will now turn to FFO from our invested capital which increased by 19%.

The pickup reflects the contribution from acquisitions particularly in our infrastructure business as well as higher generation and pricing in our renewable power business and strong performance in our short-term investment portfolios. Realized disposition gains in the current quarter included gains on the sales of several office properties as well as a portion of our investment in Norbord and we booked $25 million of previously generated carrier that was no longer subject to clawback.

Net income prior to tax was $1.3 billion versus $1 billion in 2016 due to the aforementioned operating improvements and fair value gains. After including the impact of tax which reflected a $1 billion recovery in the prior quarter, net income was $992 million compared to $2 billion.

Some of you may have noticed that we included in our shareholders letter a discussion on our use of International Financial Reporting Standards or IFRS, and in particular, the use of fair value accounting. As a Canadian Company, we are required to report under IFRS as our companies in 100 other countries but not the U.S.

So understandably U.S. investors are therefore less familiar with it and so we like to periodically touch on this point.

We encourage you to read our letter as well as our disclosures in our annual and interim report to provide more detail on this matter. However I will recap the highlights here.

First of all under IFRS, there are a number of asset classes, real estate in particular that have carried at fair value as opposed to depreciated cost, so it differs from U.S. GAAP in this regard.

Most REITs outside the U.S. use IFRS and report their properties at fair value.

So we are hardly unique and this includes Europe, Australia, Canada, and the United Kingdom among others. Second, we have extensive expertise and robust processes around valuing our asset.

As an asset manager valuing assets is a core competency and something that we do day-in and day-out. Valuations are subject to extensive scrutiny both internally and are also benchmarked against external valuations on a regular basis.

Third, we believe that fair value information is useful to investors but needs to be considered in the context of other metrics and that is at the end of the day an estimate. In fact our primary performance metric funds from operation does not include fair value changes.

We believe that our ability to increase FFO is the primary determinant and creator of value in the long run. Finally, the real test of our performance and evaluations come when we sell an asset.

We are very comfortable with our record on this. Of the more than 400 assets sold over the past five years we've realized aggregate value of $44 billion compared with the associate IFRS values of $41 billion, representing a 110% of the value we held them at.

And finally, I'm pleased to confirm that our Board of Directors has declared the regular $0.14 dividend payable at the end of December. And with that, I will hand the call over to Bruce.

Thanks, Brian, and good morning everyone. As Brian noted assets under management and fees associated with them continue to grow at a rapid pace.

Most of our operations performed well and we continue to find ways to invest capital, despite a competitive environment. We put that down to largely our three main competitive strengths which are size, global presence, and our operating platforms.

Fund raising in both private and public markets for real assets remain strong as institutional funds continue to allocate greater amounts of capital to our sectors and with interest rates still very low this should continue for the foreseeable future. As a number of you know, we held our 13th Annual Investor Day in New York this quarter.

For those not able to attend the presentation materials and transcripts are on our website. We believe they provide a good summary of our business plan.

So we encourage to read them to understand where we're going with the business. We covered overall Brookfield and each of the four partnerships that trade on the stock market.

And our short story is that we are now benefiting from the work over the last 20 years of building up our institutional relationships. These investors that we built the relationships with are allocating more capital now to real assets because of a few factors the first one being low volatility, the second being strong returns compared to alternatives, and the third being yield and upside from the assets that we purchase for them.

We expect the percentages of overall capital pools to continue to increase substantially from today's level and the size of capital institutional funds is growing and the compounding effect of both will be significant on allocations to real assets. As a result of that if we achieve our plans over the next five years we should double the size of our business by most metrics which should result in significant growth and intrinsic value of a BAM share.

The keys to doing this are successfully looking after all of our fund investors performing for them and growing each of our listed partnerships both in size and in returns. And in our presentations we laid out the goals for each of these businesses and I'll just mention a couple of things on each.

In our property partnership, Brookfield Property Partners were focused on bringing to completion, several major development projects, investing our opportunistic capital that we have available, and capitalizing on the retail property changes occurring in the United States. In Brookfield infrastructure we're building out each of our businesses that we've built over the last 10 years and we see -- what we see today significant opportunity in the global telecom tower build out and growth in India coming from both population growth more broadly, but more specifically from an under financed corporate sector.

In renewable partners, we're one of the few well-financed renewable companies amid what we see as once in a generation shift over the next 25 years of the energy stack in most countries to renewables. Lastly, our business partners' launch has been successful and we're positioned now to make long-term focused decisions because of our permanent capital and the ability to make long-term commitment to both partners and counterparties.

These days the most asked question to us as a management group by investors is how do we put the capital to work and why are we able to acquire certain assets in an otherwise competitive environment? I will highlight our TerraForm investment as it is a great example of why we earn the returns we earn and what differentiates some of the things that we do.

Bottom-line it's quite a simplistic story; it's just a lot of hard work. In this situation, we followed SunEdison and its affiliates for many years, as we've participated in the same markets in many cases competed for the same assets.

In 2015, SunEdison encountered serious financial issues. We assess the situation and considered participating in the organization by buying debt and eventually converting it to equity, but based on our knowledge of the asset values and the trading values of the debt, we didn't think it was prudent at that time.

We continue to follow the bankruptcy and eventually when SunEdison filed TerraForm Power and TerraForm Global are their two Yieldco's traded down substantially and we knew they had great assets and after the filing of SunEdison, the shares came into a range where we finally saw value. At that point, we decided to buy common shares, eventually making proposals to the boards of both companies and their creditors and ultimately we were chosen to sponsor a recapitalization.

All of this led us to recently conclude the purchase of 51% of TerraForm Power and we will act as its new sponsor and we expect to shortly close the acquisition of 100% of TerraForm Global, which in aggregate the two transactions will expand our renewable operations by 3,600 megawatts with an investment on our part of about $1.4 billion. In summary, why did this happen?

First, we had $1.4 billion to invest, not too many have that amount of capital in a concentrated investment. Second, we understood the business very well as we owned the same type of assets that they owned, not many others have that.

Third, we have flexible capital to lock-up toehold positions; many don't have the flexibility in their fund or their capital to do that. Fourth, we could be flexible as to buying a 100% of a company or 50% that was very important here and maybe was one of the most important things in the transaction, most can't do that.

Fifth, we have the people to run the business from an operations perspective, few have that. And last, we negotiated for two years with counterparty to complete this transaction, not too many can afford that patience.

Bottom-line our strength in competing for transactions is usually one or all of scale, capital, time, scope, patience, or operating skills. In this case, it was virtually all six of them.

So with that, operator I conclude my remarks and I'll turn it over to you and we'll take questions if there are any.

Thanks very much and good morning. I wanted to start by asking about the acquisition of Center Coast Capital which I appreciate is not an overly large deal, but can you just talk about why you decided to buy versus build in that case and whether the retail distribution capability that they bring can enhance the retail distribution of your private funds?

So just for everyone's benefit, the question relates to the acquisition of a Master Limited Partnership manager that largely buys oil and gas Master Limited Partnerships and other Master Limited Partnerships in the United States, which we acquired in the quarter and it was acquired by our Public Securities Group. So we've managed real estate securities and infrastructure securities both long only and as in a hedge fund format for a number of years.

We never really had -- we've had -- we do in the context of our infrastructure management, we do MLP's but we never had a specific fund for Master Limited Partnerships. And we just felt we found a team that we were really excited about and they wanted to join us and so we've brought them into the group and we think it's going to be a win-win because our platform will be able to help them a lot and they’re bringing those skills to us to manage Master Limited Partnerships.

So I think it's from that perspective, it's a win-win. The second part of your question relates to their retail distribution which we also acquired and so we think it's important for their business, we think it's important for our public securities business but more broadly we think longer-term, it could be much -- it could be important for our overall business as we continue to broaden out their retail clients in different types of distribution that we use across the franchise.

So it's -- I would say the first decisions were made just off the business we bought but we think it could be important for the overall franchise longer-term.

Great. And then separately of the expanded disclosure around carry in the supplemental this quarter, we've obviously seen a big jump year-over-year in your LTM generated carried interest.

And I just wondered if you could talk about roughly how much of that represents compounding through the passage of time as your funds mature versus specific transactions over the period?

Yes, thanks, Cherilyn, its Brian. So that reflects a couple of things.

So first of all as you've noted it did step up a fair bit this quarter and to some degree that's as I think you may have been alluding to the passage of time meaning that when the funds are in the early stage that investment period, you're putting the money to work, and the fund isn't fully invested until you get through that and sometimes that will take you couple of years. At which point of time you get into the whole value creation side of things and that's when you'll see the actual value start to creep in the fund and hence the associated performance and therefore the carry gets essentially the J-Curve effect.

Then it increases throughout the life of the fund and then tapers off a bit as you distribute things. So I think a lot of it is simply the passage of time getting the funds put to work getting into that hold, getting to work on the assets, creating the value, and then, as I noted in the remarks there have been a couple of things in particular where you can then capture and sometimes even enhance that value when you go through the monetization phase, and so in particular, with the industrial portfolio in Europe would have been a particular instance of that where the specific transaction will establish a higher level of carry as well.

Great, that's my Q. Thank you.

Thank you.

Thanks, good morning and thanks for taking my question. My first one is for Bruce; you briefly referenced capitalizing on changes in the retail space in the U.S.

in your prepared remarks. So I guess I was just wondering if you could kind of refresh our memories on what you think the market might currently be under appreciating about your current retail investments and their relative positioning.

And then also I guess I'm wondering if you were to be looking to invest further into the space whether you'd be more likely to look inside of the GDP franchise and stick to what you know or maybe also look at third-party brands?

So I would just say there's -- our view is that the retail industry is undergoing three general changes. The first one is that we came out very strong retail sales over the past eight years since the recession in 2008, retail sales grew exponentially and that can't go on forever.

So eventually retail sales levelize out to a normalized amount and that's the first thing. Second, there's no doubt, the Internet is affecting some amount of retail sales and there's a debate on whether it will go to X or Y percentage of retail sales in America but there's some form of numbers going in there.

And third, there's no doubt there is an overcapacity in the United States for retail and our view is that there is great retail which will continue to be great retail longer-term and there is retail that needs to be repurposed and redeveloped. And there aren't that many great malls available to be purchased but what's there -- what we have been taking advantage of both in GDP and both in our opportunity funds where we have other retail strategies.

We've been buying retail centers which are really just forms of real estate being repurposed and these take very long periods of time but they can be extremely lucrative if you can repurpose apartments, multifamily hotels et cetera office buildings on those parcels of land, because usually what these are very large pieces of urban land which can be repurposed because we're in the middle of big cities in the United States and especially on the Coast some of those piece of land are very valuable but it takes a lot of skills, money, capital, and vision to be able to do it so everyone isn't capable of doing that.

I appreciate the color. I guess as my follow-up I'd just like to take the discussion of distribution of [indiscernible], I know this is still a work-in-progress but can you talk a little bit about the investment that you made or making into growing the distribution footprint across your platform not just in public markets and do you have any updated numbers around how your client base has grown as you've expanded distribution in your product set and capabilities?

Sure it's Brian, Ann thanks for that. So I think as we refer to at our Investor Day as well is a push to expand our distribution more into the high net worth channels.

And in particular looking at there's a couple of ways that we've been doing it one is we have worked with some of the major financial institutions in introducing our funds to -- into their clients and into their high net worth distribution systems. And so that's one element of it and we've been making some good progress in that regard and of the past series of closes -- there's been a modest amount of capital that was placed in that regard and we're looking to step that up with the next series of funds.

And then the other part is working with specific channels to distribute more broadly into their high net worth distributions and we've got a couple of fund strategies that we're working on there. So we don't have any concrete numbers for you today in terms of the quantum of capital that's been placed in that regard because it was the most recent ones that's still in process.

Having said that I think we've indicated that getting up around the 10% level would be a near-term target in that regard and we seem to be heading in that direction.

Okay. Thanks so much.

And I appreciate the color on the international accounting just on that being just sort of going back to your Investor Day I mean one of the surveys you took was that world investors like to see more and sort of feel like there might be a little more discussion around the concept of ENI like another net income very much like some of the U.S. counterparts present their information.

Where are you in your thinking in terms of your sort of presentation of your financials beyond the funds from operations concept -- construct.

Yes, thanks Bill it’s Brian. So yes absolutely we're trying to get our disclosures aligned in a way that we can be make it easier for folks to benchmark our performance or understand our performance what's relative to the other alt managers.

And so in that regard what we have done in the quarter is well we haven't gone out and explicitly called it economic net income or I'll come back to that point but we've essentially captured that for our asset management activities by presenting fee related earnings and generated carry together which would be essentially what most of the other -- in our view what most of the other alt managers are doing. Now the one difference in particular with us is because we do have a substantial amount of our capital 30 some odd billion dollars invested alongside our clients in various funds.

And so in some cases an alt manager they would have their concept of ENI would also include all of the investment earnings and mark-to-markets and things like that with respect to their investment capital -- their invested portfolios as well which as I mentioned in our case that's a much larger number. And so our thinking in that regard is to essentially give people what is ENI for our asset management activities.

And then separately give everybody also the performance of our invested capital. And so you can understand the one relative to the else the other -- and then the invested capital is just what investment capital is when you add the together and setting aside overall franchise value which we would never want to underestimate that should give you a good sense of the performance of Brookfield.

So we're trying to move along that road but it's -- we're not entirely comparable in that regard.

Okay, that's very helpful. And then just sorry to hit the same topic one more time I'm so intrigued with sort of the focus on the U.S.

retail not so much in real estate but just in terms of from a distribution perspective and obviously those transaction is going to moves along a little bit the CC deal. When you sort of think about getting retail up to about 10% of your business, was that just a construct of incremental distribution or is that more a function of AUM if it's more the latter or fee bearing capital.

I'm still wondering how you think about the interplay between incremental volume versus economics specifically in terms of may be margins for the business looking ahead.

Well just to be specific it -- there's a balance between how much it costs to get incremental retail distribution and to maintain it and to administer it versus bringing in institutional money. On the other hand large institutional clients sometimes drive different economics on funds so there's a fine balance.

Our long-term view is retail high net worth. We're probably never going to do retail-retail that's what our listed securities are but retail high net worth is probably an important balance for our broad distribution that we have within the company.

And we think it's important and it introduce us to a lot of different groups and people across the world and actually sometimes even just like on the institutional side it brings us transactions because you get to know people. And so I'd say it just helps broaden out our franchise to a greater group of people and that is helpful.

Thank you. Good morning.

Given the fact that BSREP II is 80% invested or committed at this stage and you’re going out and really ascertaining interest from clients at this stage on the next fund. What's the dynamic between really fundraising on a pool basis as you've done in the past versus direct investments on assets and what's really the appetite from the client base right now?

So I'd say it's similar to what it's been in the last five years it's not really that much different and our investors and probably all institutional managers, investors break out into the categories of -- there's a few that do direct investing on their own. There's some that invest in our funds and like us to bring them co-investments and then there are some that just don't have the capabilities and they like us to do the investments for them and there's different groups and we deal with all of them.

And the good news about our business is that we generate large transactions they often come with co-investments and we have our listed vehicle which do direct investments and often there's things that don't fit the specific funds or that the type of investment, the country it's in, the concentration limit allows us to bring our clients other types of investments and we do those with many people that come into our fund so as a first priority and that often make sure that we cement the relationship with them. So I'd say generally that's how it breaks out and it's not much different than it's been over the last number of years.

And then maybe just an extension on that is there any evolution from either the co-investors more into a like perpetual kind of construct that you've proposed in the past in specific asset classes?

So our view is that if interest rates stay low more and more fixed income allocations are going to flow into these type of products and what the ideal investments are long-term hold relatively modest yield investments with low risk and those are perpetual funds and that's going to continue to grow and grow and grow. And so we're eventually going to set them up in all our businesses and manage those types of assets for investors and really what they are is long-term fixed income alternatives to help balance our portfolios with moderate risk.

Okay, that's helpful. And if I may just make one more in on Center Coast how would you compare Center Coast to say the past deals you have in the past in the history of Hyperion and KG Redding, like how is it similar, how is it different?

Yes, each one of these has never been relevant to the overall franchise. But what they bought us was a special capability or people to be able to grow in an area of the business and therefore I think over the longer-term they're all highly addictive.

And each one of them has been great in their own way over the past although we're not -- we've never been big on buying managers and their modest amounts of money that we've done it with.

Thanks. Good morning everyone.

Bruce kind of just a bigger picture question for me, given the amount of capital you've got to invest a doubling of that potentially over the next five years. As you look out the next year or so where do you think there is sort of single best opportunity is or perhaps said another way where are the greatest chances for mispricing of assets and if you had a preference what would you sort of be looking towards?

So I would save more broadly if you look at our business it's about the franchise tracks, finds, locate. Every fund is filled with 50% of investments which just comes because of the businesses we're in, the people we have, the franchise we have, the relationships we have, and they're just singles and doubles and we're just tucking them in.

And they're normally in the businesses is that we already operate, they're something down the street, or something in another city, or something just like the one we have. And so I would say no matter what environment we're in that occurs and that's just a ready, stable, and I'll just call it 50% of all the funds.

The other 50% generally changes from time-to-time based on capital flows around the world and where we've set up. We've set up our people to be able to take advantage of those and we're never actually sure where that's going to be.

Over the past 24 months that was in South America and most specifically in Brazil that's still in existence but less so than it was 18 months ago because the markets bottomed and recovering. India we've seen and we've done a number of things and I think we'll continue to see it because there's an underfinanced corporate sector and therefore there's a lot of opportunities coming out of that as banks try to take a loans to the sectors off their books.

But we always surprise ourselves where the opportunities come from. But those are, I guess would be the two ones that where there is the least capital in the world today at the current time.

Fair to say that the view is perhaps a little less domestic than it may have been historically.

You know, I would like our -- if you look -- if we went through the real estate fund the last real estate or the current real estate fund we're investing and just closing off despite the environment that we've been in which has been very good and we've been sellers of a lot of assets in Europe and in the United States. I think I'm just going to guess here I think 50% of the portfolio that we invested in a $9 billion portfolio of equity was invested in the United States.

So despite that because of the advantage we have of size, capital availability, scope, geography, et cetera we were able to find 50% domestic investment. So we always find things but on balance 2009, reflecting back to 2009, we hadn't thought United States would be where all our money would go and it just so happened why would you go anywhere else if you can buy 50% of replacement cost in the United States.

So it just all depends on what capital flows.

Thank you. On the subject of I’ll call it accrued versus realized carry; we do see a list of your private funds in your supplemental information package.

Can you help us think about which funds in particular over the next let's call it two years are really moving through that monetization stage obviously we've seen the deal to sell Gazeley in Europe and that's closing, I believe in the fourth quarter and you generated a sizable carry accrual on that. But which funds are going to continue to go in through that monetization stage?

Hi Neil, it's Brian. So I would say the fund that you pointed to their which would be our First Global Real Estate Opportunity Fund is definitely into that mode.

We’ve got a couple of the private equity funds that that are a little bit further along in terms of advantage. And they’re a bit smaller but they have stepped into that phase as well.

And I’d say, it’s a general observation you tend to get a slightly shorter investment duration within the private equity and the real estate opportunity fund than for example in the infrastructure fund, those tend to be a little bit longer dated. So I'd say those ones will take a little bit longer in terms of getting into the actual distribution phase and hence lock-into carry.

Having said that the infrastructure funds as we've noted the last one is already 40% and that’s pretty big fund. So there's a fair bit of capital that's work and has been invested and hence is creating in value and therefore generating carry even if it's not getting through the clawback period and brought into FFO.

Hi good morning. Just looking at the percentage of your respective flagship funds are committed, real estate infrastructure private equity of 80%, 45% and 70% respectively, when you launch these funds how does the commitment and the pace or capital deployment compared to your original expectations on various funds?

I would say they’re generally pretty much in line and part of the reason why I say that Mario by the time you're getting towards the end of raising the funds, you've already -- you're always looking around for those investment opportunities and you’re always processing them through. So you have got some pretty good visibility and in some cases you can have a fund that is going to be pretty well spoken for within the first year.

The investment period is three years for a reason to give you that time to go through it. But just given the comments Bruce made earlier in our ability to have visibility on a number of things either I'll say generate [indiscernible] to our existing businesses and operations and then that things that we find more opportunistically is such that we find we can put the capital work at a measured pace but one that's generally shorter than the investment period.

Got it. Okay.

And my second question is I appreciated the color on the singles and doubles in the letters to shareholder especially on the back of a pretty exciting real series I’ve seen but as you get bigger over time presumably you've indicated skills are very important in your ability to source transactions and aren't we deploy capital, as the funds get bigger and Brookfield gets bigger how should we think about the proportion of singles and doubles versus homerun that others may not necessarily be able to compete on?

Yes. I would say that our -- if you look back and I see no reason it wouldn't be the same going forward.

The just the general investments, we make that are straight down the middle based on our franchise that can earn us an easy 15% or 20% return depending on the type of investment we’re making which fund probably are half of the fund. And that just gives us a good base of investments we’re taking not a lot of risk and they -- we can find them easily.

And the other half is allocating capital to the most interesting jurisdictions and we kind of try to balance it out to make sure that we have a balance of both in each different hemisphere, different type of fund.

Okay. And then maybe just on real estate in particular, have you seen any change in kind of client attitude towards opportunistic versus our core customers with core on the margin?

Yes for real estate, I would say opportunistic is highly sought after people want returns in their funds and we see no updating of allocations to opportunistic real estate globally. Some institutions are always and have been for years worried about faith and therefore worried about buying core real estate but there is an enormous amount of other people behind them that have been buying core real estate.

So I think there’s still lots of investors for all of those products.

Thank you, operator and with that we will end today’s call. So thank you everyone for participating.