Thank you for standing by. This is the conference operator. And welcome to the Brookfield Asset Management First Quarter 2017 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 questions. [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 first 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 operator and take your 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 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 law. 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.

Great. Thanks, Suzanne, and good morning. We had a good start to 2017. In particular, we've announced a number of acquisitions, which will put a significant amount of capital to work for our clients' very attractive returns. We've also been active in bringing new funds to market, capitalizing on the momentum created by our record flagship fund closings of last year and strong investor interest. These include successes to existing niche strategies as well as new investment products. And we reported favorable financial results with most of operations performing on target. I will now take a few moments to focus on the financial and associated operating results and Bruce will follow on discussing our investing and fundraising activities. Funds from operations, or FFO, was $674 million for the quarter and $3.2 billion for the last 12 months. These compare to $703 million and $2.7 billion for the comparable periods in 2016.There is a bit of noise in the results, which I'll talk about in a minute. If you strip that away, we believe we are continuing to make good progress across the business, particularly in growing our fee-related earnings. Net income was $508 million compared to $636 million, and after giving effect to non-controlling interest and preferred share dividends, was negative $0.08 per share. We recorded fair value charges in the quarter as a result of a decline in stock market valued investments, whereas the prior quarter included market value gains and appraisal increases in our property portfolio. So breaking the results down a bit more, fee related earnings were $163 million in the quarter, compared to $184 million last year in the same quarter. Those prior year results included $49 million of catch-up and transaction fees, due to flagship fund closings and transaction activity. And that is part of…

Thank you, Brian, and good day, everyone. We made significant progress across the business as Brian went through it to you today this year. We successfully close the number of transactions totaling about $10 billion of investment. We also advanced the $1.5 billion acquisition of TerraForm companies for our renewable power business, which we hope to close later this year. With respect to the overall environment for three things, funding, business and investing, we see the following at this time. First, the funding environment is excellent for both debt and equity capital from institutions. Interest rates are low, spreads are low, and access the capital in most countries from most companies is very good. Our view on the business environment is good to excellent, with no real issues seeing on the immediate horizon, feeling with each of the areas we operate. In the U.S. business activity has picked up. In the UK, we've seen significant resilience in the economy. In Europe, one must pick your spots. In Brazil and South America more broadly, we are clearly seeing the - starting to see recovery. Australia and Canada are mixed, but healthy overall despite a commodity price drag. And India is growing significantly. With respect to the investing environment, it is a tale of two cities, in the G7, or so called developed countries, we continue to see define singles and doubles for investment due to our strong market presence. We are also using this environment to monetize assets as Brian mentioned, and we are developing assets for premium returns over what others which do not have this capability can acquire assets for. And our developing market countries many are still feeling the effects of the commodity slowdown, and there is still less capital available in those market. As a result, this…

Thank you. We will now begin the question-and-answer session. [Operator Instructions] We will pause for a moment as callers join the queue. The first question today is from Cherilyn Radbourne with TD Securities. Please go ahead.

Thanks very much and good morning. There have been a number of surprising geopolitical developments over the last year. So I was just wondering if you could talk a bit about how you stay abreast of the issues that might be relevant to all your businesses, and whether you find that that's been consuming more of your time of late.

Yes, first I'd say - thanks for the question. First I'd say that we try to stay abreast of everything to the extent it's meaningful in our business. And because we have people in every country of the world, that whether it's relevant to us, and most of the countries that are relevant to the economy of the world are people in those countries can facilitate filtering up the relevant information to us. Second, I'd say that the - we're a micro-investor, not a macro-investor. And what's very important to us is capital flows and the foreign amount of money, and how the banks and the corporations of the country are doing. And if those aren't doing so well, then usually there is more opportunities for us to invest. And so I would say, we pay attention to it, but really are - try to not let the macro stories confuse us as to the micro-investing that we're doing in assets every day in running our businesses.

Okay. And for my second question, just wanted to ask as you evolve your product offering to include credit strategies, can you talk a little bit about how you would differentiate for example between opportunities that would be appropriate for the flagship infrastructure fund versus an infrastructure debt fund?

Sure, Cherilyn, it's Brian. I'll take a first crack at that one. So first of all in terms of what goes into each fund, there are some pretty clear guidelines that are set out and agreed upon with investors right from the get-go. And those really form the primarily guidelines as to - that would direct where an investment is best allocated to. And that's really the starting point. If there is any grey around it, or any potential source of conflict, we have a well-established process in that regard. And we have conflict committees and we have the ability to reach out to LP, to our partners in the fund through LPAC committees and things like that. So it's obviously something that is very important to the business. And we spend a lot of time ensuring that we are well positioned to deal with - to deal with those or manage that appropriately.

Great. That's my two. Thank you.

The next question is from Ann Dai with KBW. Please go ahead.

Hi, good morning. Thank you. Bruce, in your commentary around the environment for investing, you talked about seeing the opportunity set in developing countries as somewhat more constructive for the most part. I was just hoping to dig into that a bit specifically for real estate as you begin raising the new [batch of] [ph] funds. So if we look at the investments in Fund II, they seem fairly diversified across sectors and you were able to put a good amount of money from that fund to work in the U.S. So looking ahead to the next fund, I'm just wondering, do you think that can remain the case or do you think the next fund will have more of a global skew based on investment set today?

Yes, I would say - look, first I would say that one never knows. When we raise a fund, we never know where that's going to be deployed. And that's the importance of having global funds and having the ability to deploy money globally. So we generally can't predict where the money is going to go, because as these macro changes happen in countries. And therefore, we are putting money where capital isn't flowing usually and, so I'd say that's the first point. The second one is that the environment in the United States and the size of business that we have in the United States usually allows us to find many opportunities, just because of the scale and presence that we have. So I would suggest, if had to guess, that again, 50% of any fund that we raise will get put - in real estate will get put to work in the United States, just given the vast portfolio you have and the opportunities that come to us because of that. So even when I say there are singles and doubles, they're not huge opportunities, but each quarter six months, we're putting $0.5 billion or $1 billion to work, but side, in great opportunity. But - and it's largely because of the scaling presence that we have in the U.S. So I think it will still be half the money, even though the comments I make, which are there is larger opportunities in other places.

Okay. I appreciate the color. And also just quickly on expenses there were some slightly higher costs and you guys attributed those to an expansion in operations for Q2 fundraising and building out capabilities in targeted region. So could you maybe just expand a little bit on each of those points?

Sure. It's Brian. Thanks, Ann. So yes - as we are developing new fund strategies and expanding a bit more geographically as well as you can imagine, it's really important to have to get the resources in place. This is one of the things that we think, we are well positioned to do, and this is in part where the balance sheet comes into play as well, is that we will actually developed some of our strategies on balance sheet. And get the teams in place, put the necessary resources whether it's technology otherwise in place, in anticipation of bringing in the capital. So that's - as noted we're spending sometime developing new credit strategies. And so that would be absolutely were some of the uptick in expenses. And we would expect to see some good future growth in fees associated with those initiatives as well.

Thanks, Brian. That's it for me.

Thank you.

The next question is from Jack Keeler with Citigroup. Please go ahead.

Good morning. Thanks for taking the questions. First question is - was also reading through the shareholder letter, I notice you commentary around retail real estate in America and the bifurcation, I guess between what you see is private values and current public multiples in the marketplace. I was wondering, if you could expand and how you plan potentially taking advantage of that bifurcation, I see.

So I would just say that in all of our businesses, in our infrastructure business, in our power business, in our property business both BPY and in the retail business. When we find private market values that are in excess of what we can invest in new properties, new developments, and buying back stock. Our job as stewards of capital is to continue to sell portions of assets or assets on - in whole and redeploy the capital elsewhere. And sometimes, that means, we are putting it in the developments to grow the portfolios, sometimes it means where buying other things and other places, and redeploying the money. And sometimes, it means we should be buying back stock. To the extent that shares trade at discount to their intrinsic value will complete share repurchases. And so I think that - those are three ways that we are doing it.

Got it. Thanks for taking that. I guess my follow-up, public securities, I know it's a smaller piece of the asset management book for you, but it seem to turn in the first quarter in terms of flows. Just wondering, A, where you're seeing good momentum there? And then, B, given that it's so smaller part of the business if you consider any inorganic growth opportunities maybe scale it up going forward?

Sure, thanks. It's Brian here. We've definitely been making some good progress in that part of the business. And some of it was refocusing it away from some of the - I'll say lower margin activities that we've been evolved within the past. But particularly, leveraging a lot of the capabilities that we have on the whole infrastructure real estate side, there has been a lot of interest in number of the strategies we have been trying to develop some - I'll say unique, but some strategies that we think particularly relevant to our clients. Hybrid funds, whether there's a mix of private and public investing and things like that. And that seems to have drawn some good interest on that front. So - yes, it's smaller in terms of the net fee related earnings contribution. But we see it growing very complementary to the business.

Got it. Thanks. And just as a quick follow-up to that. On those hybrid funds would that all flow through the public securities line, and then is the fee rate opportunity potentially higher there?

Yes to both.

Great. Thanks for taking my questions.

Thank you.

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

Hi, good morning. I just wanted to circle back to the U.S. retail landscape really quickly and clearly highlight the differentiated view between yourselves and stock market investors. So there's a wide spectrum range in terms of the outlook for U.S. retail real estate, especially for quality retail real estate. Just curious, within that wide spectrum range, where do you think sovereign wealth funds sits today in terms of their views and how does that compare to, say six or nine months ago?

Look, I think, it's - I would start with saying that the - what I try to point out to you is that what we see on the ground in these assets. And the fact is, these assets that are premier assets in the economy, and that's not to say that there aren't assets which are poor and that aren't going to survive. There are assets that are in that situation and those ones either they need to be redeveloped into something else. But on very high-quality assets, they continue to get better every day. And they have to be remade. There is no doubt, the retail mix that's in centers has to change, but that has been changing for the last 100 years. And this is not anything different maybe more focus today, because what's going on with Internet, but these assets have continued to evolve. With respect to other investors, I'd say it's mixed. Some have a very strong view that these are great assets and continue to want to invest, I think most of our great assets would have strong, strong bids for many institutional clients, if we wanted to bring them to market, and they'd be well, well bid. And some people probably have a view that if they don't know the industry or don't know the assets or they have some other view, they may have different. But, I'd say in general, there is still a significant bid for these types of assets in the private market.

Okay. That's helpful. And then, just my second question on the asset management side. I noted that the amount of future fees that you'll earn on capital deployment increased about $12 million quarter-over-quarter. And that's on a $1 billion increase in uncalled third-party capital. I'm just curious in terms of whether you're seeing any trends in fund structure with respect to prepayments on deployment versus commitment, and what your kind of expectations are in terms of the structures of the successor opportunistic funds, once you get them up and running in terms of fee structure?

Yes. The - that's, I guess, something that continually evolves and we've seen those sort of things shift around a bit over the last five years or so. And we expect, they'll continue to do that way. I think to a certain degree, depends on the strategy fund, and having those sorts of fee structures may - makes more sense for some strategies and less for others. And then some of it also has to relate back to - and I'm talking more about the private funds there, and then also what you'll see from time to time is in the list of funds that we will have cash on the balance sheet that goes through credits against your fee base, and then as that cash gets deployed that will - that then increases the fee base as well.

Okay. That's it for me. Thank you.

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

Thank you. Good morning. I think the first question for Brue. And then, it just relates to your asset management business, and really what's taking greater precedence at this point in time, is it expanding the client base that you have in just a number or increasing the dollar commitments that you have from existing clients? Acknowledging that they're already pretty concentrated in pretty big tickets commitments already?

We'd like both Andrew…

That's a good answer.

…is the short answer. But I think generally what you're seeing in the world is both, and maybe to be more specific about it, the bigger institutions want to have bigger commitments to larger funds because they want to have less in relationships. And therefore, if you have a big fund, you can have them as a client. And that's an important thing, that - there is many institutions in the world that are larger, that just can't go into funds that are smaller. And we thankfully fit into those with all of our funds, and therefore, we continue to get a share of their capital. On the smaller institutional side or people that put up $25 million, $50 million, $75 million or $100 million, $150 million into fund, those institutions are - generally smaller funds. They haven't had as much investments in alternatives in past, many of them. And we continue to penetrate those institutions with alternatives and they're just getting into the business. And each fund we do, we continue to penetrate more of those institutions. And if they get a good experience from us and others I think they will - we believe they're going to continue to expand the wallet of their institutional money towards the alternative and these real asset products and that should be good for all of us. So I'd say we're trying to do both, which is expand the relationships with the larger institutions, because they're going to have big amounts of the funds and we can offer them co-invest and penetrate new smaller institutions.

That's helpful. And maybe just an expansion on the original question, when you think about some of the new strategies that you're starting to put out there to the market on a private basis, how much of that is really driven by existing clients effectively asking you to be involved in new business lines or your own origination ideas, things that you'd like to be involved in? Do you thematically see them as being longer term good businesses?

Yes, so to be very specific about it, we're in the businesses we're in. And we will offer the products that our clients want to buy in those areas. So if anybody asks us to do something that we don't think we're comfortable in investing in, we won't do it. But if it's within our scope of expertise like our open ended, meaning open - money can come in open ended for over time for the fund, that product is what a number of institutions are looking for. In the United States, it's been natural - it's been a business we've been in for a long time. So we created it for them and we're now offering it to our clients. So I think that's, I guess, the important two points to answer your question.

And finally, if I may just on India, just switching gears a little bit, I appreciate the commentary and the letter and really the decade that built up the business to where it is now. Should we look at the playbook that you used in India as something you would look to do? And take China, for example, where it's an equally big market, where as it stands right now you have the Xintiandi JV and that's really your foothold. Is that something that you would look to borrow the Indian playbook and transport that into China, acknowledging some differences between the two?

Yes, so I guess, I'd just say, yes, these things don't get built overnight, as you know. And it took us 10 years in India to really hit our - the ability to put capital to work comfortably. For clients in China, we've been there really four or five years. We now have 50 people in an office, where we have the Xintiandi partnership. We have - we are building industrial warehouses for Walmart. We bought - in TerraForm we're getting some solar plants in the country. We have one-fourth investment in our infrastructure business. But it's relatively modest dollars. We're still getting comfortable. And I do think there is going to be a number of opportunities. To date, we haven't made it a significant part of the business, but I think at sometime over the next 10 years it will be.

Okay. That's great. Thank you.

[Operator Instructions] The next question is from Alex Avery with CIBC. Please go ahead.

Thank you. Bruce, you gave a sort of an overall macro view of all of the major markets you're invested in at the beginning and sort of non - description of Canada. The Canadian housing market, I think has been a hot topic for quite some time, but - with what's happened with Home Capital and I think Moody's downgraded the Canadian banks, not directly due to Canadian housing, but due to the effect on consumer indebtedness. You don't have a lot of money tied up in this area, but you do have a lot of services businesses, that gives you good insight into that industry. How are you feeling about that and do you think there is opportunity or risk there?

So we do have some business in Canada in residential. We have the brokerage business. We have a housing business, predominantly in Alberta. And interestingly it's - we're still doing well. We have small business on Ontario that's highly profitable, but not meaningful to the overall franchise. And I would - so it does affect us and we do watch it. I would just say, based on the information that we have, first, banks in Canada are extremely well financed and the mortgage market is different than what caused the problems in the United States. And therefore, we don't believe there are any issues in the banking system or on a macro business to Canada. I don't have any idea about ratings of the banks of what got created. But from what I can see, they're very well financed and that the market in general isn't an issue. And on the housing side, I think you have seen the housing prices come and in Alberta, Vancouver they've been high for 25 years and that may stay. And in Toronto, they've been very high over the past three years. And there is no doubt, at some point in time some of those prices are going to deflate a bit. I think you'll - we just hope that it's done in a prudent fashion. And I think the government and the banks have been trying to make all the right efforts to ensure that it's - they control the situation. So we don't foresee any big issues.

In an earlier question, you touched on keeping abreast of political developments around the world. I think I know the answer, but can you just provide your view or your appetite on making investments where the outcome is subject to political decisions or events having to take place?

Yes, I don't know if this answers your question. I'm going to say this part. And if it doesn't, you can ask it in a different way. But I would just say that what we do with our business is we are micro-investors. But overriding that, first we look at a country and to go there because, remember, we set up in a country, we learn the rule of - we learn the country. We put people there, and then we start making investments. So we have to believe that, A, there is a large enough opportunity for us to invest. It's meaningful enough over time that we can deploy capital to put the resources there. And we believe that we have to have a situation where we can - the environment is okay for us to invest. And what that means is it, it has a rule of law, it has governance in the country, it has a respect for capital. And if you have those things, every country in the world has and will in the future goes through its own turmoil with economic situation. Everyone refers to Brazil and India today. But one forgets the fact that United States went into a total meltdown in 2008 and 2009. And it was far worse in the United States. So I would just say every country has that and we didn't dissuade ourselves from investing in the United States in 2008 and 2009. In fact, we felt it was still a good country, it had [gone through a lot] [ph], had respect to capital, had all the things we wanted to invest and therefore we put a lot of money there. We don't go to countries, because even if they're really cheap, if we don't believe that they're good longer. So think that's the important point, is that we are value investors in places that we're comfortable in putting money to work. We're not value investors where we're not comfortable or where it's not actionable. If we haven't gone there and we haven't learned the place, we're not going to invest. And those are - that's a very significant difference.

Okay. That's great. Thank you.

Thank you.

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

Thank you everybody for joining. With that, we will end the call. Thanks.

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