Suzanne Fleming - Head, Branding and Communications Brian Lawson - Chief Financial Officer Bruce Flatt - Chief Executive Officer.

Cherilyn Radbourne - TD Securities Mario Saric - Scotiabank William Cobbett - Citigroup Mark Rothschild - Canaccord Genuity Andrew Kuske - Credit Suisse Ann Dai - Keefe, Bruyette & Woods.

Thank you standing by. This is a conference operator. Welcome to the Brookfield Asset Management Q4 and Year-End 2016 Conference Call. As a reminder, all participants are in a listen-only-mode and the conference is being recorded. After the presentation, there will be an opportunity to ask question. [Operator Instructions].

I would now like to turn the conference over to Suzanne Fleming, Senior Vice President Communications. Please go ahead Ms. Fleming..

Thank you operator and good morning. Welcome to Brookfield's fourth quarter and year-end 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 approach to investing. After our formal comments, we will turn the call over to operator and take your questions.

In order to accommodate all of those who want to ask questions, we ask you that you reframe from asking multiple questions at one time in order to provide an opportunity for others in the queue. We will be happy to respond to additional questions later in the last as time permits.

I would 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 the applicable Canadian and U.S. securities laws.

These statements reflect predictions of future events and trends and do not relate to historic event. They are subject to known and unknown risk and future events may differ materially from such statements.

For further information on these risk and their potential impacts on our company, please see our filings with the Securities regulators in Canada and U.S. and the information available on our website. Thank you and I will now turn the call over to Brian..

Thanks Suzanne and good morning. We are pleased with the results for 2016, in particular they highlight the significant expansion of our asset management business, which Bruce will expand on in his remarks.

But in summary, we continue to expand our fee-bearing capital, highlights include closing $30 billion of private funds and launching Brookfield Business Partners.

We have invested or committed nearly $20 billion of capital to a number of attractive opportunities across our assets strategies and geographies and we posted good financial results that are indicative of this progress.

So turning to those financial results, funds from operations or FFO for the year totaled $3.2 billion and that's up to 26% over 2015. You can break this down into three components, our asset management activities generated $861 million of fee related earnings and carried interest that's up 53%.

Invested capital contributed $1.5 billion that's up 22%, and our share our realized disposition gains totaled $923 million and that's up 10%. Net income for the year was $3.3 billion or $1.55 per share, this was lower than last year, principally because of 2015 included a higher level of fair value changes relative to 2016.

I will now cover some of the highlights within FFO. Asset management FFO included $712 million of fee related earnings and $149 million of carried interest.

Our fee revenues increased by 31% to $1.1 billion this was due largely to the higher level of fee-bearing capital which stood at a $110 billion at year-end and that's up 24% from the beginning of 2015.

Much of the growth related to increases in private fund capital including that $30 billion in new funds closed last year; however, we also expanded the capitalization of our listed issuers through the issuance of new capital, increased values and the Brookfield Business Partners.

An incentive distribution also increased in line with the increase in distribution rates to unit holders. As a result, fee-related earnings, which represent fee revenues plus direct cost increased by 44% and our gross margins increased from 57% to 62% which speaks to the scalable nature of our operations. Turning to carried interest for a minute.

We recorded $149 million of carried interest compared with $32 million in 2015. As a reminder, our accounting policies require us to differ recognition of carried until there is only a remote possibility of a callback, which means that we tended defer carried until very late in the life of a fund.

In this case, we have monetized several assets from funds that are well into the distribution phase, which crystallize some of the carried that had built up over the life of the funds. Accumulated unrealized carried across all of our funds at year-end stood at approximately $900 million and that's up from $660 million at the beginning of the year.

I would note that these amounts are still well, below what we describe as target carry, which currently stands at $860 million annually. And that represents the carried that we stand to earn if we achieve the target investment returns for our funds by amortize on a straight-line basis.

However, there is a natural lag on how the carried actually materializes, because it takes time to deploy the capital, because as I mentioned, we defer recognition in our financial statement.

But we do expect that carried will become a more meaningful part of our operating results on both the realized and unrealized basis as our recent larger funds are invested and mature.

Notwithstanding the closing of flagship funds in each of our major strategies in 2016, we continue to have an active pipeline of fund raising activities with three funds in the market targeting $4 billion of capital.

This includes our first perpetual open end core real estate fund and we expect this to become a meaningful part of our real estate business moving forward.

In addition, we have been successful in finding attractive investment opportunities for our three flagship funds in property infrastructure and private equity which are now 65%, 40% and 35% investor committed respectively.

And this ability to find attractive investment opportunities quickly means that we can put capital work sooner for our clients and also means that we can commence fund raising for the successor funds once the existing funds are sufficiently invested. So turning to the results from our invested capital.

FFO was favorably impacted by performance in our property group. From this segment increased by 17% as a result of higher returns from existing properties reflecting leasing initiative particularly a commencement of major leases in our New York Market. But as also from a contribution from capital deployed with our opportunistic investment strategies.

We also issued a higher level of FFO within our private equity operations due to higher pricing volumes at certain of our operations particularly our Panel Board business.

Although this was partially offset by lower returns from some of our portfolio businesses in the energy and industrial sectors and our Brazil residential operations, which continue to be impacted by slower economic growth there.

Infrastructure FFO increased by 17% due to the strong activity in our UK connections business, expansion in our transport and energy operations and increased ownership of our North American Natural Gas transmission operations. Renewable power FFO declined by 13%.

The impact of lower generation in our Northeastern Hydro operations in the US as well as lower pricing was partially offset by the contribution from recently acquired assets in Colombia, Brazil and Pennsylvania. Finally, we achieved improved returns from our financial asset portfolios reflecting better market performance.

And looking ahead, we are well positioned to pursue investment opportunities with $9 billion of core liquidity across Brookfield in our listed issuers and further $20 billion of uncalled commitments to our private funds total firepower of nearly $30 billion.

Furthermore, we continue to have good momentum across our fund raising strategies, which we believe will allow us to continue to expand our fee-bearing capital during the next few years. During the year, we closed or committed to nearly $20 billion of investment across all of our asset classes in geographies.

We believe our global reach large-scale capital and operating capabilities has allowed us to put this capital to work at attractive returns for our clients on our own capital. Some examples of what was included in this number are high quality mixed used properties in [indiscernible], Mumbai and Berlin.

A hospitality self storage and student housing in North America and UK, major hydro portfolio in Colombia, Hydro facilities in Brazil U.S. and wind facility developments in the UK.

Pipeline and transmission projects in Brazil, toll roads in Peru and India and a cell phone tower business in India and our private equity group secured the leading water distribution and treatments business in Brazil and provider Brookfield in the UK.

So as you can see we have been very busy investing capital on behalf of all of our clients and that tends to benefit to all of us.

Finally as we approach the distribution phase of more of our private funds, we expect to be able to firm up and ultimately recognize increased carried interest which should demonstrate the significant value of this to the business overall.

And finally, in conclusion, I'm pleased to announce that the board of directors has approved an 8% increase in our quarterly dividend to $0.14 per share, which will be paid at the end of March. Thank you and with that, I will now turn the call over to Bruce..

Thank you Brian and good morning everyone. First, I will address fund raising and our investment themes. I'll then move to our views of market in general and talk a little bit about interest rates. Following that Brian and I would be happy to take questions if there are any.

With respect to fund raising, as Brian mentioned institutional investors continue to allocate greater portions of their funds to real assets this enabled us to raise $30 billion of capital during 2016 for private strategies in our latest round of fund raising and are included among the largest infrastructure and real estate funds globally.

As part of the shift to real assets we are now starting to see greater allocations from traditional fixed income portfolio in the private credit strategy and we think that we will continue. We have been expanding our credit capabilities for a number of years and are now fund raising with meaningful capital for these strategies.

Overtime, this could result in significant additional assets under management. Our investing themes today continue to evolve around similar to what they've been over the last number of years which are utilizing our competitive strengths of size of global footprints and operating capabilities.

We are allocating capital to most of our investment markets, but disproportionately to the emerging economies where we believe we are still buying good value in slowly recovering economies.

Given the strong growth of both of our listed partnerships and our asset management operations our business today increasingly generates significant free cash flow.

The combination of fee related earnings from asset management activities combined with the distributions we received from our invested capital provide the parent company with $2 billion plus of inflows and as we pay corporate cost interest in preferred we are lap with above $1.5 billion that we invest in the business to pay dividends and repurchase shares.

This number will increase meaningfully annually overtime and we are continuing to focus on where to deploy this capital. Turning to market environment, despite all the political term all that one hears in the newspapers every morning, most of the economies in which we participate are doing well or are generally recovering.

This has set a backdrop for a very constructive investment environment for us. Turning to few of the markets. In the U.S. we continue to believe we have for the years that interest rates will grind upwards to the 3% to 4% range. We have not changed our overall view with the election of the new government.

We do however, believe that we may get to the top end of the interest rate range sooner than we might have otherwise expected, and we might even stress the top end of our former expectations before we hit a recession and the cycle to start over.

But we should all remember that if interest rates climbs faster it also means that growth is stronger than what we would have expected. In this environment, all of our investments should do well.

Europe and the UK have extremely low interest rates and it looks like these will exist for some time given political turmoil, demographics and the underlying economies of many of the countries.

Despite this, we are finding many investments that can earn high leverage cash returns due to this correspondingly low borrowing rates, which we can finance with. Turning to South America, it's recovering slowing following the shock of low commodity prices and the unwind of excesses from the boom.

We believe Brazil has bottomed, but the political aftershocks of the government investigations are still being worked through. Chile, Colombia and Peru are great countries are also each dealing with their own set of discrete issues.

But from an investment perspective, this has and continues to present us with great opportunities in most of the countries and many of our businesses. India has made tremendous strides with its economy and recently reduced interest rates for the first time in this cycle.

Despite this, the loan stress across the bank system needs to be worked through and as a result we are being presented with a number of great opportunities across our businesses. In China, they continue to build out one of the greatest economic transformation ever undertaken.

We believe they will be successful, but one should always remember that transformations never go in a straight line. As a result, we are being very disciplined as we build our operations and investments strategy.

But we continue to find the interesting ways to invest and also have made great strides in partnering with the number of world class financial institutions and institutional partners in the region. These opportunities for both investing and fund raising should continue for years.

Lastly with respect to interest rates, for years, we have been operating with expectations and interest rates will increase in the United States. Our working assumption has been that the economy was getting stronger and that eventually interest rates would be able to rise as a result of that. With rates having being virtually zero in the U.S.

for seven years a 1% to 2% increase in rates on a short or long end of the curve means very little to the long-term return on a real asset investment. We have assumed for years in our underwriting that tenure treasury would be as I said 3% or 4% and we continue to base all our investment decisions with this analysis.

The tenure rate has now increased to 2.35% this morning, but circa 2.5% which is about where it was 12 months ago. At that time, everyone seems to be worried about deflation now the concern seems to be inflation.

More important in this cycle there have been very few sophisticated lenders or acquirers of real estate infrastructure that have had a different view on interest rates than what I just articulated.

As a result, cap rates have been stubbornly high relative to interest rates for one specific reason and that is that everyone knew interest rates were going to go up and that no one therefore has been willing to reduce cap rates to levels that match the unduly low interest rates.

As a result, our business is positioned to thrive in a higher interest rate environment for really three simple reasons.

The first and probably most important is that we own real return assets and these are assets, which increased their cash flow generating capacity overtime either through one, contractual rights, our ability to operate them better or three our ability to expand or grow the business.

These enhancements should far outpace any interest cost in particular in a more inflationary environment and especially if the business environment is constructive. Second, we generally earned total returns on equity of between 10% and 20%.

This is much greater than treasury yields and therefore a few percentage points increases on interest rates really aren’t material in the longer term. And third or last, much of the debt we have on asset is fixed rate debt and therefore cash flow until maturity of that debt will not change at all even if interest rates do increase.

Lastly interest rates, we still believe that as our currently staffed heavily in favor of lower than usual interest rates in the U.S. for the medium term if not longer that's largely because of upwards of $50 trillions of savings in the world that needs to earn a return.

And we should all remember that rates in many parts of the world continue to be very, very low. These savings are increasingly targeted at returns and dependability that come from investments in the United States and this should keep rates down for a while. Operator that completes my remarks.

I'll turn it over to you and Brian and I will take questions if there are any..

Thank you. We will now begin the Question-and-Answer Session. [Operator Instructions]. The first question comes from Cherilyn Redbourne with TD Securities. Please go ahead..

Thanks very much and good morning. Wanted to start by asking about your new perpetual private real estate fund? And what role it might have to play as your opportunistic real estate funds reach maturity.

In other words does it have the potential to provide a continuity vehicle for marky assets that might desirable to hold to the long-term versus monetized?.

Yes, so just for everyone's benefit, we created a core fund in the U.S., which is a perpetual vehicle. The initial fund raising was around a $1 billion and we expect that to grow quite substantially overtime. Some similar funds are very large in the $10 billion to $20 billion.

So we think overtime this could be an increasingly attractive business for us to hold assets on a perpetual basis. And these are assets which wouldn't otherwise fit into our opportunistic business and they may not fit into our core plus strategy. So there will be long-term assets to own for the clients that we will own them for.

And so in direct response to your question is, it's a perpetual vehicle. We seated it with seven investments that we had four there were core properties and three that were development properties and we are building them to the place we sold them in at.

And so overtime it's possible that, but our intention is to continue to grow the business by just buying assets in the market. Obviously there is you have to be very careful dealing the twin finds with clients.

But it's possible overtime that some of the assets that we have in some of the strategies could find the way into that fund, but that isn't the main intention of the business..

Okay. And second one from me is Brookfield infrastructure mentioned that it's monitoring the potential for opportunities to emerge in Mexico a sentiment there overshoots to the downside post the election.

Is that a geography that's in interest more broadly across the business or is it specific to infrastructure just because of the energy fee regulation and so forth?.

Yes. I would just say our as you know our business is about scale. It's about being global and it's being about finding places where we can apply our operating skills and our operations.

And we like to go to places when foreign direct investment dries up therefore currencies are usually down and opportunities are more readily available to someone who wants to invest, because others aren't competition with you. So either you get a lower price than you otherwise might have, or you just have better opportunity to buy assets.

So all of those things seem to look like they will apply in Mexico we haven't had a large business in Mexico before, but it's possible in the future. Because of that it could. Specifically there may be significant infrastructure in energy opportunities just given what the scale and the country.

And I think that's probably the greatest focus for us, but there could be other things we could do either private equity or real estate..

Great. That's my two. Thank you..

Thank you..

Your next question is from Mario Saric with Scotiabank. Please go ahead..

Good morning and thank you. Just maybe following up on the question on the perpetual open ended core real estate funds. On the opportunistic side, first major fund was launched in 2009 and you launched kind a three large fund post to that.

So in terms of scope I guess you mentioned there is equivalent $10 billion to $20 billion fund out there in the marketplace that's been more structured.

How do you see that evolution transpire overtime? And then secondly, is this an opportunity that could be equally as big on the infrastructure side?.

So I think given our past history and that generally we are longer term investors. I think in hindsight we probably should have these funds many years ago that was probably mistake of us. Having said that I think we can catch up quickly. And our pedigree is exactly what fits this type of fund. So I think we can grow very large business in real estate.

I think we can do it in infrastructure, I think we can do it in power. And I think all three of them in many of the markets in the world where we operate, if we are in a low interest rate environment will be very attractive for a fixed income alternatives.

And in particularly, if European, UK rates are going to low for long time, those will be very attractive..

Okay, and so my second question just coming back to the carried interest, you to get to see the realization of $140 million during the year. Maybe it was the first time we saw since Q3 of 2015. Well, I think Brian you mentioned is that particular your target as you highlighted.

I think you have good job of illustrating when that target maybe come a reality over the next 10 to 15 years.

That being said, can we expect to see kind of somewhat more modest kind of recurring amounts coming through the income statement similar to what we saw in 2015 based on kind of near-term harvesting expectations?.

Yes. I think it's a fair comment Mario. We should we do have more of the funds that are in distribution phase and as would have been no exist on. In the carried build up and even in the smaller fund it will build up and ended up and we will actually been paid it.

But we don't actually book it until when you tip over that point where there is no longer that sufficient risk of callback. So it's a little bit binary in a sense when it comes to the recording in the financial statements. But we do have funds that are in that stage.

So larger funds however are more recent than it just and so as you would have seen from lot of information we put out, it is going to take another couple of years before the really large amount start to come in..

Okay great. Thank you..

The next question is from William Cobbett with Citigroup. Please go ahead..

Okay thank you very much for my question. I appreciate all the extra comments as well. I think you had mentioned in your CEO letter that stronger about 75% invested in the real estate coupon. And soon it would be very quick cycling time. Is that's correct, how should we think about the timing and maybe the size of the so the next generation fund.

And underneath that is any shift in pricing as you think that the management fee on that next generation of funds?.

Sure. So Bill it's Brian here. Once you get to a certain and its pre-determent level of funds is being invested. And it's typically in around the 70% to 80% range that you can go out and launch a successor fund. And so obviously we are within striking distance of that with this on the real estate side.

So you would expect to see us out in pretty short order. I would say at this stage, the history is been the successor funds tend to have be larger than the existing funds and we wouldn't expect to differ in this regards. And I think it's probably a little bit early to be chatting about how we see the fee economics and things like that.

But we think the market is still very constructive..

Okay. And just a follow-up there, you mentioned that you are going to seeing of your insurance operation to Saric, if I’m saying that correctly to Saric, correct me.

Are there any other businesses as you look across your portfolio that maybe sub scaled that similarly could result in some streamlining of the operations?.

Yes. So it's possible. We have obviously may do some spin off in the past although for different reasons you pointed out the difference there. And I would say we wouldn't be averse to doing if the situation arose. But there is nothing immediately on the horizon in that regard..

Okay. Well thank you for taking my questions..

Thank you..

Your next question is from Mark Rothschild with Canaccord Genuity. Please go ahead..

Thanks and good morning. You guys are pretty far along with investing next real estate fund that you mentioned starting the next fund. The carried interest was pretty dramatic this quarter and it seems in the last couple of years kind of increasing. You did increase the dividend albeit at relatively modest considering the growth in cash flow.

Can you expand a little bit on how you look at the dividend growth versus potential share buyback? Any context of your current cash flow and what do you expect from the growth in demand fees considering the current share price..

Sure thanks Mark, it's Brian. So it will really be a balance, and I think this is the way you have seen us operating over the last period of time. We do think it's a good thing to continue to increase the dividend at the rate that we have been doing it.

And it's been pretty consistent over the past number of years and I wouldn't look to see that change dramatically in the near-term. We still see a lot of opportunity to put capital work within the business.

And I think we have highlighted the value that we can bring to the overall franchise by having a very strong and liquid balance sheet in terms of transaction execution. So that's important to us as well as seeding new funds with liquidity of our balance sheet.

So we have got a lot of opportunities to put that cash to work within the business to increase returns and that really compounds overtime. And then lastly of course we have been in the market buying back our stocks periodically over the past number of years.

And we really just way out the different alternative there and trying to strike the balance amongst the three of them as we - and I don't think it will change dramatically going forward..

Okay great. Thank you..

The next question is from Andrew Kuske with Credit Suisse. Please go ahead..

Thank you good morning. I think Bruce you mentioned the capital pouring into BAM at the top of the house from all your investments.

How do you think about just deploying that capital among your existing businesses and then perceptively new businesses? And then really what hurdle levels are you thinking about and contemplating on redeployment?.

So first I would say we view the capital at BAM to really be for three purposes. One that holds the securities that we have our listed affiliates and secondly to support the affiliate if they need capital to build to do things that they otherwise wouldn't be able to do without our sponsorship.

And having significant amounts of capital available to do that to be able to support their transaction is really a key differentiator that we have versus many others. And sometimes you can't do a mathematical exercise.

In fact, the mathematical exercise says that you should get rid of the capital, but somebody shows up with a transaction it can only be done because of the extra support that we give one of our entities that's enormously valuable to our funds and to our listed entities.

So The first thing I would say is sometimes you will look at our balance sheet and it's continuously looks like it's overcapitalized. And that's probably true, but there is many things we do to support the entity that we use their capital for and then encroach upon it.

Second, we continue to look at adjunct business, and we don't plan on anything different than what we are doing. But we continue to look at adjunct business and use that capital to start up new adjunct areas.

And the only way to do that we found is to do it with our own money first and then bring clients into it later once we have established our track record. We continue to put significant amounts of that capital.

And often if we wanted we could run that capital down overtime if we were in a recessionary period or something and we needed the capital for something else. But it shows up its financial assets largely in our books and we continue to use capital on that.

And lastly I just say that overtime if we can't find a use for that cash which we haven't so far in that situation but if we can't, then really there a decision do we returning to shareholders through the form of increased buybacks or do we increase the dividends or do we do other spin off out of the company and we are open to all three.

As you know our goal is to on a per share basis maximize the value over the longer term for the business and that's really it. We don't plan on being the biggest or all we are trying to do is make the most per share value. So whatever make sense out of those three we'll use the capital for..

Okay. That's helpful color and context and then maybe just a follow-up question. How do you think about just the pace of deployments and how fast could the dry powder that exists now be effectively depleted and deployed, just for the situations that you see now.

And I ask the question in part is we saw a real tipping point in your fund raising business and then acceleration of the size of the funds and listing them.

Should we expect a similar acceleration and deployment and the quantum of deployment?.

Yes. So on real estate it's our franchise is very broad, it's very big and it can consume a lot of capital. And I would say that our real estate fund is virtually 75% invested, so we are have to raise a new fund in a relatively a short period of time and that's nearly because the franchise finds a lots of things to do.

In infrastructure we just raised the big funds it's 35% invested. I think we will be able to put it to work and largely that's because of our global footprint and our operating capabilities. And that might not be said, if you didn't have those two things, but we have been able to find the ability to put money to work in and empowers as well.

So I think we have not historically have an issue in finding transactions, we just go to the markets where value still exists as appose to ones that we feel are fairly valued. And we continue to build the business to be able to do that and I think the strategy is working in this environment..

Very good. Thank you..

[Operator Instructions]. The next question comes from Ann Dai with KBW. Please go ahead..

Hi good morning thanks. This question is for Bruce, you spoke again today about finding better investment value, given evaluations in the U.S. So just understanding that we are very early days into this new administration and have talked about drastically increasing infrastructure spends for some potentially public private partnerships.

So I just curious whether the stands of this new administration has in anyway change your view on the opportunities there in the U.S..

So I will try to give you concede answer. We have 40% of our total assets in the United States of America. We are a big proponents of the country, we believe and if longer term we think it's a great place to invest.

Other than Australia and Canada I will put the three together, Australia, Canada and United States are three great places to invest in the world because they have phenomenal rule of law et cetera, et cetera. Everything you would want to have in investment place.

The thing that the United States has that those other two don't is that they've very big place so there is lots of things do. So we think United States is great. In infrastructure, there hasn't been a lot to do in past because most infrastructure was owned by the governments and funded by governments.

To the extent that there are opportunities to put large scale amounts of money to work in the United States and we can make the numbers work we would be very excited about putting money to work in the United States. And we hope that the this administration will see their way to that and we will be waiting to do it.

So I guess we are hopeful and it's still early days..

Okay. Thanks so much..

This concludes the question-and-answer session. I would like to turn the conference back over to the presenters for any closing remarks..

I think that's all for this call. So with that we will end and thank you for participating..

Thank you. This concludes today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day..