Good morning. My name is Stephanie. And will be your conference operator today. At this time, I would like to welcome everyone to the Brookfield Asset Management Third Quarter Results Conference Call. All lines have been placed on mute to avoid any background noise. After the speaker’s remarks, there’ll be a question-and-answer session.

[Operator Instructions] Thank you. Suzanne Fleming, Managing Partner, you may begin your conference..

Thank you, operator, and good morning, everyone. Welcome to Brookfield’s third quarter 2018 conference call. On the call today are Bruce Flatt, our Chief Executive Officer; Brian Lawson, our Chief Financial Officer; and Nick Goodman, Global Treasurer.

Brian will start off by discussing the highlights of our financial and operating results for the quarter and Nick will then give an update on capital markets. And finally, Bruce will give an update on our business. After our formal comments, we’ll turn the call over to the operator and take analysts questions.

In order to accommodate all those who want to ask 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 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 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 now, I’ll turn the call over to Brian..

Thanks, Suzanne, and good morning to all of you on the call. So, let me start out by saying that we are pleased with the results for the quarter. We continued to grow our asset management franchise and execute on transactions globally across our businesses.

Looking at the quarter, funds from operations or FFO totaled $1.1 billion or $1.07 per share and that’s a 34% increase compared to last year. Net income was down $941 million or $0.11 per share attributable to shareholders. Both FFO and net income benefitted from an increase in fee-related earnings as well as contributions from new investments.

I’ll now cover some of the highlights within our asset management business including fee-related earnings and carried interest. Fee-related earnings were $320 million in the current quarter and $1.2 billion on a last 12 months basis.

These results are up significantly over the prior year and that’s due to growth both in fee bearing capital as well as higher performance fee income.

Our fee bearing capital now stands at over $140 billion and that reflects growth from new private fund capital, and that’s both from flagship funds as well as newer product offerings and also from capital issued to privatize GGP.

And given that we are actively raising capital for all three of our flagship funds as well as a number of other strategies, we expect to see continued strong growth in both fee bearing capital and the associated base fee revenues. The other major component of asset management earnings is carried interest.

Unrealized carried interest now stands at $2.6 billion before cost and that includes $85 million generated in the most recent quarter.

Half of that unrealized carried balance relates to funds and assets that should be monetized over the next few years and that would allow us to recognize the associated carry in FFO as potential for clawback diminishes. In the last 12 months, we generated $1.1 billion of carried interest before costs.

This is well ahead of the target carry on the capital that’s been deployed to date. So, turning to invested capital, excluding disposition gains, FFO from invested capital was $364 million for the quarter, $1.6 billion on an LTM basis, and that compares to $378 million and $1.5 billion, respectively in the prior year.

We benefitted from organic growth and same property leasing, additional home closings in the North American residential business, and improved earnings performance by companies within our private equity operations. These increases were offset by lower earnings on the financial asset portfolio compared to particularly strong performance last year.

But, if you strip out all the noise relating to acquisitions and dispositions, financial assets and currency fluctuations, the earnings from our operating businesses increased approximately 15% across the board.

Disposition gains in FFO contributed $401 million in the quarter; that includes the sale of a partial interest in our graphite electrode manufacturing operations, and the sale of core retail assets as part of the GGP privatization.

Core liquidity stands at $32 billion of which $21 billion is from uncalled fund commitments, and this capital will be used towards funding several large transactions we’ve committed to over the past few months, such as Enercare and Forest City. Remaining $11 billion of liquidity includes our listed issuer liquidity and cash corporate level.

At the corporate level, Bruce will come to this, we’re now generating roughly $2 billion of annual free cash flow due to the growth in our asset management business as well as distributions from our invested capital.

And finally, I am pleased to confirm that our Board of Directors has declared $0.15 quarterly dividend, that’ll be payable at the end of December. And again, this represents a 7% increase over the dividend rate in 2017. So, with that, I am going to hand the call over to Nick Goodman. By way of background, Nick is our Global Treasurer.

Prior to this, he was the CFO of Brookfield Energy Partners, and before that ran our financial and capital markets activities in Europe. We spent a lot of time talking with investors about our financing activities and what we’re seeing in the funding markets. And so, we thought it would be timely to have Nick share some of our observations with you.

Nick?.

Thanks, Brian, and good morning, everyone. I’m going to spend time talking about how we finance business, focusing on why and how we use leverage. I’ll then briefly discuss our view on interest rates and our approach to managing interest rate and foreign currency exposure. We felt these areas were topical, given where markets are.

And I hope that it assists you in understanding our business a little better. Starting with leverage, and without stating the obvious, we use leverage to enhance returns but we do so in a way that it doesn’t add undue risk. As many of you, we finance our business from the bottom up, raising non-recourse debt at the asset level.

This is predominantly long-dated fixed rate local currency capital that is sized to be resilient through cycles and ultimately placed with institutions who share our long-dated investment horizon.

We’re very focused on ensuring we limit potential liquidity events by resisting as much as possible financial maintenance covenants or other structural enhancements such as guarantees or cross collateralization.

Sizing the operating level debt appropriately with the right covenant package ensures that cash can flow unrestricted from the project level up to the listed issuers, and ultimately to BAM and our shareholders. We then complement the asset level finance with a modest amount of investment grade corporate debt at the listed issuers and BAM.

Maintaining strong investment-grade ratings has allowed us to build a strong liquid following by institutions in the public debt markets, which enables those lenders get to know us better, which is beneficial as ultimately they’re often the same lenders who buy our debt at the asset level.

In addition, each of the listed issuers and BAM have sizeable revolving credit facilities that have term on should we require it, and provide liquidity to support the operations and growth of the business. These total upwards of $10 billion, and they’re mostly undrawn today.

We believe that approaching capitalizations this way is beneficial and creates a lower risk profile for shareholders, because it sets the business up to a strong levels of liquidity, ensures the business is resilient through cycles, restricts cash traps and ability for anyone financing to have a knock on impact on the rest of the business, and prevents us from having to raise capital at inopportune times.

We have extensive relationships with major global banks who provide the core liquidity to our business and support our growth. From our standpoint, we continue to see a very strong bank market. We have been able to successfully raise acquisition debt to support a number of bids and acquisitions in the last 12 months.

TerraForm Power and Global GGP, Forest City, the Enbridge assets, Enercare and Westinghouse would be some of the high-profile and good examples of where we are able to raise fully committed acquisition facilities that derisked our market exposure on signing off in the transactions.

This access to debt capital provides us a large strategic advantage versus most other buyers. To ensure we are most efficiently using bank balance sheets and our debt is ultimately being placed with investors who have a like-minded investment horizon, our goal is to replace acquisition or bank capital with long-dated institutional debt.

In the last 12 months, we’ve seen very strong liquidity in the U.S. debt capital markets, despite the backdrop of rising rates. In 2018, we’re able to successfully raise $1 billion at BAM in the U.S. investment-grade market at 10 and 30 years. As we’ve continued to build out our long-dated profile of debt and broadened our investor base in the U.S.

market, we’ve seen a very strong reception to our name and a high level of repeat participation. In Canada, we recently raised over CAD$1 billion across three of our partnership issuers, BIP, BEP and BPY predominantly at 10 and 5 years, and we continue to see strong demand for our issuances. We also successfully accessed the U.S.

debt markets for our operating companies, issuing loans and bonds to support acquisitions, expansions, and to term out existing debt. This would range from single asset financings to more complex corporate debt, and we’ve seen strong demand across the spectrum of issuances.

We believe our operating expertise and ability to articulate clear and achievable business plans has played a major role and us building a strong reputation in the market and attracting high-quality investors to our transactions. Outside of North America, we continue to see strong liquidity both in the banking and capital markets.

We’ve successfully financed assets in the UK, Continental Europe, India, Asia and Australia. And as rates have declined in Brazil, we’ve taken the opportunity to put a modest amount of debt on some of our assets in the country. Moving onto interest rates. The current environment of rising rates is largely limited to the U.S.

As broadly expected, the Fed hiked in September. Most people focus on the 10-year U.S. treasury rate of 70 basis points higher year-to-date and at its highest level since 2011, but it’s still only at 3.2%. Our expectations are largely unchanged and that we expect U.S. 10-year to gradually increase further as U.S.

growth remains strong and the Fed continues to reduce asset purchases. However, we think the increases will be modest as the appeal of higher U.S. yields will continue to attract global capital, and late cycle market concerns would see a continued bid for a safe haven of U.S. treasuries.

Short-end rates around the world are likely to remain accommodative, particularly in Europe and Japan where the growth and inflation outlooks remain challenged. Global inflationary pressures remain subdued and trade dynamic means long-end yields should be mostly contained.

As we’ve highlighted in the past, we feel our business performs very strongly in a normalized interest rate environment. As rising rates are typically coupled with the economic growth, our real return on assets should benefit from growth in revenues and expanding margins.

The fixed rate long-dated nature of our financings means our cash flows are protected and the conservative leverage protects the assets from any material refinance risk. Given our global presence, we operate in many countries and therefore generate cash flows in multiple currencies.

By investing in long-term real assets, our cash flows often have inflation escalation that can serve to mitigate a portion of the foreign currency risk. That coupled with the local currency debt we raise, reduces the net exposure that we have to any one currency.

Our priority, when we manage this residual exposure, is to lock-in the exchange rate on known near term cash flows, allowing us to effectively manage short-term liquidity. We also seek to protect investor capital where it’s economic to do so while at the same time paying attention to the potential liquidity impacts of the hedge itself.

We believe that this along with our approach to leverage and interest rate exposure sets Brookfield up to be resilient through cycles and is the best model to support the ongoing operations and growth of the business. I’ll now hand the call over to Bruce..

Thanks, Nick, and good morning, everyone. We raised $12 billion of capital since our last quarter-end and are now in the midst of raising capital across all of our three flagship funds.

During the quarter, we committed or invested $25 billion into new investments, which included the privatization of our retail property company, the acquisition of our pipeline business, and the take-private of the both U.S. REIT and a Canadian infrastructure business.

Global capital flowing into alternative assets continues to grow more or less across the board. Our strategies and funds themselves are seeing robust inflows.

This included $12 billion to-date into our next opportunistic real estate fund, $6.5 billion into the first close of our latest private equity fund, and we have now launched our next infrastructure fund, which should be meaningfully larger than our last $14 billion fund.

The investing environment despite that -- despite where we are in the cycle is fertile due to, we believe, three things, which we often talk about. The first is our scale of capital; the second, our ability to operationally rework assets; and third, our ability to pick our spot globally.

Total assets under management now exceed $330 billion, as we continue to deploy the large amounts of capital across our businesses. As a result, and as Brian mentioned, fee bearing capital continues to grow across the franchise which has led to a greater growth in our free cash flows.

More importantly, we are increasingly seeing that our scale access to capital is a significant differentiator and therefore increasingly a competitive advantage. To put that into context, this round of flagship funds will raise circa $50 billion of equity capital, therefore enabling us to acquire approximately $125 billion of assets.

There are few investors with that scale of capital, and we continue to increase our liquidity across the board to ensure we are always prepared for volatility. In the parent company, we currently generate $2 billion of free cash annually, and we expect it to continue to grow at a rapid pace.

In addition, this does not include carried interest, which we believe is currently accumulating at about $800 million annually. And at this point, as we are only paying out $600 million in common share dividends, there is a significant amount of free cash flow. Historically that has been reinvested within the business.

Over the next 10 years, we expect these numbers to continue to grow as our operations and asset management business expands. Our business plans call for roughly $60 billion of cash generation over the next 10 years.

While we will continue to invest into our business, we expect that these opportunities will increasingly be outstripped at the parent level by the amount of cash generated each year.

Therefore, our current expectation for deployment of this cash into opportunities would be in the range of $10 billion, leaving approximately $50 billion to be returned to shareholders. Of course, if better alternatives present themselves, it may be less than this, but this is the base case plan for the business.

It is most likely that the return of capital to shareholders will be accomplished through share repurchases, but alternatively the dividend could be increased. For many, the route of share repurchase is more tax effective.

More importantly, it has the added benefit of enabling us to be selective about timing and possibly create additional intrinsic value by repurchasing opportunistically. Before concluding, I will remark on a few of our investment markets. In the United States, credit and equity markets continue to be strong.

We believe Brazil will now slowly begin to recover with their elections over. Europe is in pause, in particular the UK, until more is known politically, although remarkably -- the UK has been remarkably resilient over the last period of time. Australia is generally steady as it goes.

India corporates are under stress and credit markets have taken a turn for the worst with the non-bank lender in India having credit issues. Those conditions should present even more opportunity for us. And with China restraints on capital, we are seeing more value opportunities than we’ve ever seen before.

All in all, I would say that it is a constructive global market for investing. That concludes my remarks. And I’ll turn it over to the operator at this point..

[Operator Instructions] Your first question comes from Cherilyn Radbourne with TD Securities. Please go ahead..

Thanks very much and good morning. I had a couple of bigger picture questions for this morning.

Firstly, as the franchise transitions to its next phase, I wondered if you could just talk about how you are scaling your risk management functions to protect against reputational risk that might reside in the businesses themselves or might flow from counterparty relationships..

Look, I -- it’s Bruce and I’d just that the franchise that we have and the reputation we have is probably the most important thing we have in the organization.

Therefore, every day we think about how do we enhance the brand and the reputation of the organization, and that includes the counterparties we deal with, the countries that we’re in, and the ethics of all of our people.

And as you grow, that of course is always more difficult because we have more people within the organization, but we’ve spent 25 years slowly building the business. And I think we’re set up to do that. So, I wouldn’t suggest it’s ever easy, but I do think we’re in a situation where we have the controls and the culture to be able to accomplish it..

And then, secondly, as you raise the next tranche of flagship funds, just wondered if you cold comment on how the ESG trend is starting to impact the private fund-raising environment.

And whether at some point that imposes restrictions on the types of businesses that you can invest in?.

So, there’s no doubt that there is an increased number of investors that are focused on ESG and to get any consideration in who they place their funds with.

I would say we have a strong position to be working from in that regard, if you think of the overall nature of our business with the focus on whether it’s in the power side, renewable power, within the property side, lot of LEED-certified buildings, big folks in the retail business.

And I’d say, the emphasis throughout our organization on long-term sustainable businesses definitely sees right into that same line of thinking. And that’s probably talking more about the environmental side of things.

On the social side of it, we’ve seen more focus from investors on matters such as gender diversification to -- one of the points there is that’s been something we’ve been focused on for a number of years. We’ve always wanted to make sure we’re drawing from the broadest base to ensure that we have the best talent.

We think we’re in pretty good shape in that regard. We’ve got roughly 45% of the employee base is women, but it’s still something we are very focused on..

[Operator Instructions] Your next question comes from Neil Downey with RBC Capital Markets. Please go ahead..

Bruce, I think, in your prepared remarks, one of the numbers you mentioned was roughly $50 billion of private fundraising this cycle or this vintage.

Brian or Bruce, would you be able to build that number for us in a little more detail, by fund or by strategy?.

It’s Brian. So, we actually can’t give you too much in a way of granularity on that front because these activities do get carried out in the private placement market. The way that we -- although what I would say -- and I think the best way to get your mind around it is, if you think about -- most of that will be with the three flagship funds.

And if you look at the scale of them today, with respect to the existing infra funding at 14, property at 9, private equity at 4.5. What we have announced to-date is that we’re already through 10 on the real estate fund and we see a lot of momentum there. On the private equity, we’ve already announced roughly 7 on that one.

And then the infra which we’ve just started, looking at that one, was 14; we’ve seen competitor funds out there looking for 18 plus. And so that would give you some sense of what we think is achievable in the market. And of course, we would expect to see -- that would just be the next tranche and then we expect to see further growth from there.

So, that will be a big chunk of it. What we do have starting to kick in a bit more, a bit more impactful over the next five years is from the credit and the Core Plus funds, which we’re starting to build a good base there.

And so, that’ll have some contribution over the next 3 to 5 years, but then, we think particularly we should get 3-plus years out, then we believe there is potential to see that really kick in..

And as a follow-up, currently warehousing or certainly on the September 30th balance sheet, you were warehousing a 27% interest in this New York office portfolio that was transferred from BPY, and there’s mention that you intend to syndicate that $1.4 billion of equity in the near term.

What is precisely the near term? Will that still be on the balance sheet at year end or does -- is that going to be a phase process over the next couple of quarters, how do we think about that?.

So, we’re not going to rush that. We obviously want to -- the role is to syndicate it. We’re in conversations with quite a wide swath of investors on that at this asset stage. So, we would hope to be able to get a fair amount of that done in the very near future.

Whether that’s the fourth quarter, whether some of it slips into next year, it is really not possible to make a definitive call on that, nor would that probably be the best thing to do. We’ll work it through with our clients over the next little while..

And it sounds like….

In short, I mean, I guess what I should add is, it is a stellar portfolio, and we’re seeing a lot of interest..

It sounds like I might have been the last one in the queue. So, I’ll go for number three. That $1.4 billion of equity, is Brookfield Asset Management taking the principal risk there? I mean, it was transferred, or purchased I guess effectively back early in Q3. The value changes prior to syndication.

Is that upside or downside, is that accretive to BAM or is there any make whole with BPY?.

No. That accrues to BAM..

Your next question comes from Sohrab Movahedi with BMO Capital Markets. Please go ahead..

I just wanted to get some commentary around how you see the gross margins and the fee rates as the asset management level evolving as you go through the fundraising in the various regions that you’re talking about and the deployment of the capital..

So, I think as most of you would know, our margins are around the 60% level in terms of the base -- the fee revenues, listed -- costs that are directly associated with that. So, we retained about 60% of that. And that margin has, over the last five years, widened out, increased from more of a 40 range to the 60 range today.

There are clearly some benefits of scale, as we’ve increased. Having said that, there are also areas where we have expanded the scale of resources that we have in the organization.

And as you point out, when you move into some of these new regions, you want to make sure that you’re putting in place the necessary infrastructure and resources to support that. And so, that requires some costs. And so, we tended to build that in an anticipation of that.

Now, when you talk about -- and just breaking out the two points of your comments, so when you talk about where we see fee revenues and things like that going, this has been a quite a resilient business. And so, in general, our fees, if anything, have strengthened over the past while. And so, we don’t see any risk on that side of it.

When you talk about margins, different -- there are different types of the business that do have different margins associated with it in terms of the level of fees, for example.

So, if you are just talking about dollars where certain products will have the lower base fee on it, to begin with, albeit they generally have lower costs associated with them as well. So, there’s still good margin on it.

So, you will see it evolve over time as the product makes shifts somewhat towards some of the other products that we are talking about..

And just given your commentary around just broader outlook on the credit markets globally and I think favorable outlook on the credit markets globally, does that have any bearing or implications around the opportunities that you had kind of highlighted from a fundraising perspective around credit in particular.

Is that deferred until the closer to the three-year mark or is that still something that could be done sooner rather than later?.

Yes. I think you’re referring to whether our credit -- investing in credit strategies….

Correct..

So, I would just say, we’ve always been very selective about what we’ve done in credit and we will continue to do that. Our real focus has been on the distressed and liquid credit. And over time, as we find opportunities, we will continue to expand that. But so far, we’ve been pretty selective..

There are no further questions at this time..

All right. With that, let’s close the call. Thank you everyone for participating..

Thank you. This concludes today’s conference call. You may now disconnect..