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Executives

Robert Harding – Chairman

Brian Lawson – Senior Managing Partner and CFO

Bruce Flatt – Senior Managing Partner and CEO

Analysts

Cherilyn Radbourne – Scotia Capital

Mark Rothschild – Genuity

Michael Goldberg – Desjardins Securities

Brendan Maiorana – Wells Fargo

Neil Downey – RBC Capital Markets

Ari Black – Thomas Weisel Partners

Andrew Kuske – Credit Suisse

Rossa O'Reilly – CIBC World Markets

Linda Ezergallis – TD Newcrest

Brookfield Asset Management Inc. (BAM) Q4 2009 Earnings Call Transcript February 19, 2010 11:00 AM ET

Operator

Hello, this is the Chorus Call conference operator. Welcome to the Brookfield Asset Management 2009 year-end results conference call and webcast. As a reminder, all participants are in listen-only mode and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. (Operator instructions) At this time, I’d like to turn the conference over to Mr. Robert Harding, Chairman of the Brookfield. Please go ahead, Mr. Harding.

Robert Harding

Thank you, operator. And good morning, ladies and gentlemen. Thank you all for joining us for our fourth quarter and year-end earnings announcement. On the call with me today are Bruce Flatt, our Chief Executive Officer, and Brian Lawson, our Chief Financial Officer. Bruce will provide an update on our major initiatives and a brief comment on our market views, and Brian will discuss the highlights of our operations and our financial results.

Before turning things over to Brian, I’d like to just comment on two things. First, our name has been speculated widely in the media and in the newspapers with respect to General Growth Properties. We do not intend to answer any questions on this matter as we have a policy of not commenting on rumors such as this, that we will respectfully decline and are not in a position to comment ahead of time on that item.

Secondly, I’d also like to remind you that in responding to questions and in talking about our new initiatives and our financial and operating performance, we may make forward-looking statements. These statements are subject to known and unknown risks, and future results may differ materially. For further information on our known risk factors, I would encourage you to review our Annual Information Form or our Annual Report, both of which are available on our website.

With that done, I’ll now turn the call over to Brian Lawson.

Brian Lawson

Thank you, Bob. Good morning. We reported $1.45 billion of operating cash flow of 2009, $381 million for the fourth quarter. This represents a 54% increase on a per share basis for the fourth quarter and 4% on a year-to-date basis. Our results are further detailed in our media release and supplemental, both of which we published this morning.

In summary, we achieved strong and stable results from Renewable Power and commercial operations, our two largest businesses, which is as expected. Our residential operations in Brazil and in Canada performed extremely well. We received only a negligible contribution from certain of our more economically sensitive shorter cycle businesses such as our US residential and timber operations. The good news out of this I suppose is that we believe we are past the point of declining returns, and these businesses will be additive to our bottom line as they improve with the economic recovery.

Our financial position remains strong, with core liquidity of $4 billion at the corporate level and our principal operating units, and we have very few maturities to deal with in 2010. We were able to invest approximately $2.4 billion in our businesses during 2009 in addition to the $1.7 billion we invested in 2008, which we believe will contribute to solid future cash flow growth and value appreciation, some of which we have already experienced.

The underlying value of our net assets at year-end was $28.53 per share, which together with dividends represent a total return of 9%. I’ll comment further on our underlying values towards the end of my remarks. So we are well positioned to pursue the many business opportunities that we find in front of us, and Bruce will elaborate on this and some of the things we’ve done last year in his remarks.

So turning to our operating results, Renewable Power contributed $660 million of cash flow during the year that compares with $466 million last year. Generation was 5% above long-term average. Our average realized price was $70 per megawatt hour. In contrast, the 2008 generation was 8% above average and the average realized price was $77 per megawatt hour. The decline in price does reflect lower average currency rates over the year as well as the impact of low electricity prices, although this continues to be offset by the high proportionate generation that we have locked in under contract.

We did transfer the remainder of our Canadian facilities to the Brookfield Renewable Power Fund during the year. This generated $525 million of liquidity for us and a $369 million gain in the business. Another important step was the signing of a major 20-year contract with the Ontario power authority to sell all of our Ontario generation at a predetermined price that escalates annually.

Together with ancillary services, we believe this should net us prices in excess of $80 per megawatt hour. This took effect towards the tail end of last year, and so it has already begun to contribute to our pricing. That helps as well with the forward sale of power, which we have pre-sold 84% of our anticipated 2010 generation at the average price of $82. We did start the year with storage levels that were 13% above average, and so that puts us in good shape to achieve our objective this year.

Turning to commercial properties, it contributed $356 million of cash flow, up from $297 million from 2008. We achieved a 2% increase in rents for existing properties. We also benefit from the contribution from newly completed developments and also lower interest rates. Retail properties, in addition, also contributed higher cash flows. We added seven properties to our portfolios through the completion of development activities; four in Australia, two in Canada, one in the US.

These properties contained 3 million square feet of well positioned Class A office space that is over 90% leased and should add nearly $100 million of operating income on a full year basis. We continued work on our 930,000 square foot City Square office project in Perth, which is 82% leased to BHP Billiton, the world’s largest mining company, and it’s scheduled for completion in 2012.

On the leasing front, we completed 4.6 million square feet in North America during the year at net rents that were on average 24% higher than the expiring leases. As a result, in-place rent increased from $23 per square foot to $24. We achieved a similar increase in our Australian portfolio through the leasing of 1.3 million square feet in that market. We are 95.3% leased across portfolio.

Average lease term remained at seven years. In-place rents are by our estimation roughly 15% below the comparable market rents. We continue to be focused on renewing feature lease expirees well in advance and are having constructor discussions with a number of tenants. As evidence of that, we recently signed a 1.2 million square foot lease in Houston, which is the largest lease transaction in the past year and represents a 20% expansion over the existing lease. The stable profile of our portfolio provides us with very good visibility on our future cash flow.

We took a major step forward in our infrastructure business with the acquisition of an $8 billion portfolio of global transportation and utility assets. Bruce will comment further on these operations in his remarks. Our asset management and capital generating capabilities allowed us to raise $1.8 billion to fund this acquisition, of which our share at the Brookfield level was $400 million, and recapitalize the business with a 70% loan-to-value ratio, a very appropriate level given that the revenue streams are mostly regulated and therefore very stable and predictable.

We expect to achieve solid cash flow returns, the potential for capital appreciation, and a number of opportunities to build these businesses further and put even more capital to work at attractive returns. We increased the capital under management in this business as well by establishing a number of new unlisted funds with infrastructure mandates and increasing the capitalization of our listed entity.

The balance of our operations reflected stable results from our transmission businesses, although we did, as I mentioned before, receive a reduced contribution from our timber operations. They continue to feel the effects of low activities levels in the US homebuilding industry. We continued to defer harvest activities until future years so that we can sell our trees, which will be larger than at higher prices.

Our development activities benefited from excellent results within our Brazilian homebuilding operations and increased sales volumes in our Canadian operations. And we continued to be active within our Special Situations Group. We established a $1 billion debtor-in-possession fund to complement our restructuring, real estate finance, and bridge lending teams.

We were able to successfully acquire a number of attractive assets during the year through debt conversions and equity recapitalizations. Late in the year, we contracted for the sale of an industrial business within one of our restructuring funds for total proceeds of $250 million, resulting net proceeds to us of approximately $80 million and a gain of $30 million that will be recorded in our first quarter.

Investment income results were favorable, although lower than the previous year in which we recorded a higher level of gain. Fee revenues increased to a higher level of transaction gains and performance fees generated by the strong performance of our Public Securities Group. Our capitalization remained solid. Debt-to-capitalization levels of 16% at the corporate level and 44% across the group on a proportionately consolidated basis. We are well on the way to pre-financing our remaining 2010 maturities, which were relatively late to begin with. In fact, we have only one corporate maturity, a $200 million bond that comes to in March.

As I mentioned at the outset, we have nearly $4 billion of core liquidity among the principal operating units, and we also have access to nearly $7 billion of capital allocated to us by institutional clients and the ability to access more on a co-investment basis for the right transaction. On the IFRS, we are adopting International Financial Reporting Standards this year, commencing with our first quarter reports.

One of the most significant impacts is that we will record most but not all of our tangible assets at fair values on our balance sheet and record changes in the values of these assets in our financial statements on an ongoing basis. In other words, total return performance reporting. We took the opportunity to present much of our year-end financial position in our supplemental on this basis to provide you with what we think is a more accurate picture of the firm and to provide a good starting point for measuring our performance on this basis going forward.

At year-end, we calculated our underlying value to be $28.53 per share. This reflects the value of our common equity based on the assumptions and procedures that we intend to follow in preparing our financial statements under IFRS, with two exceptions.

The first is that we make an adjustment to reflect the fair value of certain assets that are otherwise not fair value under IFRS. For example, residential land and the value of existing contracts in our asset management business. The second is that we exclude provisions that would otherwise be included in IFRS to reflect the difference between the fair values of our assets and their tax values on the basis that we do not intend to liquidate the business.

The underlying value of $28.53 is nearly $2 higher than the value at the beginning of the year, which together with the $0.52 dividend we paid to shareholders represents a total return to shareholders of $2.49 or 9%. The increase in our underlying values reflects our operating cash flow of $1.45 billion as well as changes in values from currencies, discount rates, and pricing assumptions.

As you may recall, roughly 40% of our equities invested in so-called commodity currencies of Canada and Australia, as well as Brazil. The favorable fundamentals of these economies led to $1.6 billion of appreciation, the value of our equity invested in these regions, higher discount rates though as well as lower projections in the near-term for electricity prices, and rental rates did lead to $1.3 billion decrease in underlying values to offset part of that.

The values are based on management appraisals, supplemented by external valuations on a regular basis. We provide independent valuations on many of our assets to co-investors in our managed funds and are constantly valuing our assets for corporate development and financing initiatives. So this practice is well in trench in our organization. The values are based on assumptions in place at the end of 2009.

Our belief is that the assumptions used, such as discount rates, would likely be more favorable in a more normalized environment and less favorable of course if we are liquidating the business. We’ve commented on this in the past. But to put this in context, a 100 basis point decrease in the discount rate used to value our commercial office and Renewable Power businesses would add roughly $3.7 billion or $6 per share to our equity values. And of course, a 100 basis point increase in rates would reduce our equity values by the same $6.

We would also note that the year-end value of $28.53 per share reflects only negligible value for the potential of our asset management and our business franchise value. We do look forward to reporting to you on this basis in the future and establishing a performance track record on a total return basis.

So just before I hand the call over to Bruce, I would like to confirm that our Board declared the normal $0.13 common share dividend payable on May 31st to holders of record on May 1st. Thank you.

Bruce Flatt

Thanks, Brian, and good morning. 2009 turned out to be one of our more active years. And as Brian commented, we made significant progress in a number of our businesses in what we characterize as laying the seeds for future growth. As always, it may be some time before we see the full positive impact from these investments. But as the economic recovery takes hold, we should benefit from all of the activity that was undertaken in 2009.

Specifically, we have more assets working for each common share outstanding today because we’ve been able to add really for two reasons. The first, we’ve been able to add substantial assets to the company during the last few years. Maybe more importantly, but often overlooked is the fact that we did not have to dilute our common shareholders at a low point in the market to ensure that our business franchise survived the last couple of years.

As a result, we have the same number of shares outstanding approximately today within our view of better and more valuable franchise. Our investment posture last year was primarily focused on ensuring that we had sufficient capital to support our businesses and once we were through that to acquire control of new assets and businesses at discount to intrinsic value.

In the first matter, we supported a number of rights offerings in late 2008 and early 2009 in businesses that we owned part of. And we acquired a number -- later on in the year, we acquired a number of distressed assets and debt positions for conversion into equity. And as a result of this, a number of those have been converted or some of them have been converted to assets. And this has expanded the base of assets working for both our clients and shareholders.

The second half of 2009 presented us with many restructuring opportunities. And looking forward, that continues to be the case, and we believe there will be many opportunities and that we are going to have to be very choosy at the ones that we look at. We focus most of our investing on distressed positions. And to date, we have been able to capitalize on some of those.

To put that into perspective, I’ll comment on some of the assets that we added. And I guess maybe the overwriting comment is that most of these add little to the bottom line on a positive basis today, but we believe that in the future there will be significant growth, both from the cash flows of the existing businesses, but also on the growth opportunities within them.

Firstly, we acquired a number of shipping terminals, including the world’s largest metallurgical coal shipping terminal, which is in Northeast Australia. And it serves as a critical link in the export of metallurgical coal in Queensland, which just happened to be the most prolific low-cost metallurgical coal basin the world.

We also acquired the third largest port in the UK. It was historically used for bulk shipping, and it’s now used for a significant amount of containers, which are on behalf of two large clients, ASDA and Tesco. And we have opened major distribution facilities at the port, and we intend to support the growth of these clients and others over time. We also acquired 17 other bulk and container terminals across Europe and one in Asia.

In Renewable Power, we began construction of a new wind farm in North America and constructed and commissioned two hydroelectric plants in Brazil and are ramping up a significant development portfolio that we have there, which is an exceptional hydro group of development assets.

We are focused on in this business, specifically on organic growth and margin expansion, as fossil fuel prices in our belief will continue to drive electricity prices higher over time despite them being off at the current moment. As Brian mentioned, the most significant event in this business was the restructuring of our power contracts in Ontario, and that was, in our words, a very good accomplishment for the business.

In office properties, we increased our ownership of an office portfolio in Australia through restructuring of one of the funds we acquired rights to in 2007. We completed a rights offering and our interest went from 20% to 70%. As a result, we own a significant portion of four very high quality properties in Sydney and Melbourne a greater percentage of them, and that adds to our presence in those cities.

We foreclosed on just over 0.5 million square foot property in San Francisco through a defaulted mezzanine mortgage. We intend to release the property and reposition it over the next number of years in a city, which we believe will have an attractive market -- office market longer term.

We recently closed the purchase of 16 property portfolio of office -- largely office properties, encompassing 3 million square feet from JPMorgan, including the world-class data facility that Bear Stearns used prior to its collapse. This portfolio of 60% let back to JPMorgan on a long-term basis.

Lastly in office, we acquired a number of other property debt positions, which we believe situates us to sponsor the recapitalization of some of these portfolios as events unfold over 2010 and ’11. Some of these may just pay off at par, but in the event, we think that there will be a good return to us in any event.

In the multi-family apartment business, we acquired defaulted debt and converted approximately $140 million of that into an ownership interest in 4,000 -- equity in 4,000 apartment units around D.C., New York, Chicago, and Los Angeles. Subsequent to that, we restructured the senior loan in the amount of about $550 million with a 2016 maturity and expected over the next five years there will be significant value surface as apartment vacancies are reduced and cap rates regularize to more normal levels.

We also acquired a significant amount of defaulted bank debt issued by General Growth Properties at a discount to par. As many on the call will know, GGP is a company in US Chapter 11 protection, but owns a large portfolio of high-quality shopping malls, and the debt now trades at par. We acquired just over 5,000 kilometers of rail infrastructure in Western Australia. These operations will benefit from increased iron ore and other mining operations coming on stream in Western Australia, and our view specifically on this investment is it’s a substantial play on resources and on China.

We acquired a 26% interest in the Natural Gas Pipeline Company of America, which is known as NGPL. It is one of the largest gas pipeline and storage systems in the US that extends about just under 16,000 kilometers from the Gulf to Chicago. In addition, in pipelines we acquired 100% of just under 1,000-kilometer pipeline and distribution network in Tasmania.

In electricity and gas distribution, we acquired sole distributions right for liquefied propane and gas in the Channel Islands. We acquired a natural gas and electricity connections business in the UK and a 42% interest in a largest provider of electricity in New Zealand, which we believe all have expansion capacity.

And in the property brokerage business, as some of you will know, we own the fifth largest property brokerage business in the world. We have about 40,000 brokers and 2,000 offices around a number of countries. We’ve built the operation through the acquisition, restructuring, and integration of a number of brands over the past 10 years. The most recent we picked up in 2009 was a brand in the US called Real Living.

In the property development business in Brazil, we were very active. We restructured the business dramatically over the last 18 months by merging with two competitors. And we completed two follow-on offerings, one in early 2009 and one in later 2009. We believe we have emerged as one of the top tier entities in Brazil.

The company currently has a market cap of approximately $2 billion, and we own 43% after all is said and done. And last year, just specifically in the business, we’ve sold -- just to give you a scale, we sold about 15,000 largely condominium units in the business, and 2010 appears stronger than 2009 given the market dynamics in Brazil.

Moving to fund raising, we completed a number of large, private, institutional and public capital market fund raisings in 2009. In total, we raised approximately $14 billion of third-party capital for investment. And in a year in which the market for private fund raising was generally constrained to the global market conditions, we were very pleased to have received the support from many institutions, both domestically and internationally, including some of the world’s largest and most sophisticated pension funds and sovereign wealth funds. And we thank all of them for that. Our flexibility in approaching the market, we believe, gave us some advantage in this as well as the number of the things that we have inherently within Brookfield.

Lastly, and then I’ll turn it over to the operator, couple comments just on the capital markets. Our general view is that we’ve seen a rapid recovery from the depths of 2008 and early ’09. You’ve seen that investment grades spread. And the fact is most investment grade companies have access to the capital that they need at relatively decent all-in coupons and even though spreads are somewhat high.

Our view is that the capital markets will continue to be volatile with events that transpire and the market affecting them more than usual as the economic recovery takes hold. But we do expect most economic statistics to represent quarterly positive comparisons because of both the lows experienced by the economy in 2008 and in early 2009. So the comparisons are still good for a while and the remedial actions that have been taken over that period of time.

We attempt to run our businesses the same through good markets and bad, although short-term results are usually lower during weaker markets. But within, in our view, generally a three to five-year period from a market like we have just seen, we see the benefit of the investments we’ve made during the tougher times. Largely that happens with step changes in values of assets, as both -- two things happen. The first being cash flow growth from the economic recovery, and the second being valuation multiples increasing based off of the market environment.

With these comments, operator, we would be pleased to turn it back to you and take any questions if there are any.

Question-and-Answer Session

Operator

Thank you. (Operator instructions) First question is from Cherilyn Radbourne of Scotia Capital. Please go ahead.

Cherilyn Radbourne – Scotia Capital

Thanks very much and good morning. First question just relates to the prospect for further distressed opportunities over the next couple of years. There are certainly some out there who would argue that the window has passed and that while competition may be restrained, there are still a fair number of players out there that have raised money to invest on that basis. You clearly have a very different view, and I was wondering if you could just expand a little bit on how you see things unfolding in 2010 and 2011.

Bruce Flatt

It’s Bruce, Cherilyn. And I’ll make just a couple comments and hopefully it answers to the question. And I contrast it. 2006 and 2007 was a period where everyone had money. And things sold at -- most things sold at fair prices in the market or at excess prices when looking in hindsight. 2008 and 2009 I think can be characterized as a period of time where if you had money there was very little competition, and most people either didn’t have the money or scared to use the money they had. And we were protecting our businesses for a while and then changed that. And many of the things that we’ve done in the last while, or during that period of time, essentially resulted with nobody else at the table in a negotiation. And therefore it has been a very fortunate period of time to have capital available and be able to participate in those.

I think the easy, easy things are gone, but that’s not to say that there is not a lot of opportunity. And I’d say the most significant opportunity in real estate infrastructure is that there are still many borrowers that have debts that they have put in place that had five-year terms on them. And they roll over in -- and I guess it includes -- so I’d say it’s real estate infrastructure and LBO loans. We are not in the LBO business. So I won’t really talk about those. But they roll over in late 2010, 2011 and 2012. Many of those loans will get taken care of in the normal course.

So all the numbers that people quote about massive defaults, I think, are far overstated, with the exception that some of those loans had too much debt on them and some of the borrowers cannot afford to pay them down. And as a result of that, there will be a number of opportunities for people firstly that understand the values out there and which ones to pick; secondly, that understand the process of moving through a foreclosure; and third, some of these people that have capital. And while the environment today is better than it was in 2008 and early and mid-2009, I wouldn’t say that we are back to any period of -- any place close to what it was in the period when money was freely available out there. So I think there are still a lot more opportunities than there is capital.

Cherilyn Radbourne – Scotia Capital

And based on what you see, how would you rank real estate relative to infrastructure in terms of the opportunities you see?

Bruce Flatt

I guess I would say that I think there will be opportunities in every one of our business. Some of them we grow them organically. Some of them, they are defaulted debt positions and conversion to equity. And I think there are opportunities both in infrastructure and real estate in the second category. So the fact is, in the marketplace that’s private, being that private investors can participate in, the real estate business is far, far, far larger than infrastructure, because most infrastructures owned by governments, which incidentally we think will change over the next 25 years, as I think you know. But just as a contrast, the real estate business is so much larger. Obviously there is much more opportunity there. But the contrast to that is there is a lot more competition in the business.

Cherilyn Radbourne – Scotia Capital

Okay. Just to switch topics and then I’ll pass it on to someone else. In Q3, you alluded to taking the opportunity to head some of your foreign currency exposures, and I apologize if this is dealt within the supplemental, I just haven’t gotten to it. But I wonder if you could comment on what extent you undertook that in Q4.

Brian Lawson

Cherilyn, it’s Brian. We have not stepped up our hedging activities with respect to the currencies that are most meaningful to us as a US dollar reporter, specifically Brazil, Canada and Australia. We are still optimistic and think those currencies have strong fundamentals. But it is something that we will continue to monitor extremely closely.

Cherilyn Radbourne – Scotia Capital

Okay. That’s all for me. Thank you.

Operator

The next question is from Mark Rothschild of Genuity. Please go ahead.

Mark Rothschild – Genuity

Hi, good morning. In your disclosure and your letter, you focused a lot on IFRS. It appears that, of the $1.2 billion change in value in the year, a lot of it came from whether it’s currency or moves in cap rates, in fact the currency change is $1.6 billion. It appears to me that it’s not really reflective. The change in IFRS is not really reflective of your cash flow growth or your performance, and it’s more reflective of other things that you can’t necessarily control. So I’m just curious why you put so much value on that.

Brian Lawson

Mark, it’s Brian. It was an element of the variances that we would see from time to time that will frankly happen from what I would describe as more macro events when you reference to currencies. That’s obviously a factor. But it’s also a reality in our business. So we think it’s -- it does warrant people being aware of it, and that’s why we’ve made a special effort to focus people’s attention on it. With respect to the change in valuation, some of it would be -- let's say, half of it is out of the changes in the discount rates and cap rates; half of it is out of market pricing. But there are things that we do every day, month, year that enhance the values.

Examples of that would be our signing up of the -- securing the OPA power contract this year, which not only did it lock in pricing that was higher than the current market price for us and therefore had a positive impact right after that, but also because it was a contract for some power that might have otherwise been slow on a merchant basis, also tightened discount rate that you would use to the value of those cash flow streams. So it’s going to be an element of both, and frankly we will do our best to get better at trying to point out the folks where its macro events and where they are being specific to the company, where it’s putting development assets on stream and things like that. But it will evolve.

Mark Rothschild – Genuity

Okay. It just appears that the macro events have a much bigger impact and therefore it’s not reflective of the actual value creation.

Bruce Flatt

The only -- it's Bruce, Mark. The only comment I’d make is that I think 2009 was a period in most businesses where there was not a lot of excess value being added. If you could stand still, you actually did really well. And so while there was value being created, there was other value being changed in the business. The fact is it was a -- the last couple of years have been at best a standstill year generally -- standstill years generally in businesses, and that’s what sets the pace for growth in the future.

Mark Rothschild – Genuity

Fair enough. You held off putting many of your power assets into funds or public companies for a while and then last year you put most -- the remainder of your Canadian assets into Brookfield Renewable Power. And I was wondering if there was any plans or why would you not do something with the other power assets in other areas of the world to earn fees of some sort.

Bruce Flatt

I would say the following. We have a significant amount of capital at the parent level. We have a lot of capital in funds and ventures with partners. The parent level capital is utilized to invest beside our clients. And we do have some assets we own just ourselves. They are fantastic assets, which we enjoy a lot of cash flow that supports the businesses and the ability to live through periods of time like we just lived through. From time to time, we need further capitals to support initiatives. And I guess I would say that those assets we own are highly valuable because they are liquidity and we could sell them or generate cash out of them in some form. So when we think of liquidity, we have many tiers of liquidity, free cash, undrawn bank lines, available cash from partners, but in addition, assets on our balance sheet, which are freely available to sell to others or another form of liquidity to support initiatives which we undergo. But we haven’t needed the cash, so we just haven’t done it.

Mark Rothschild – Genuity

Okay. And you said that you would not make any comments regarding General Growth. So maybe this is something you can’t answer, but the press release of Simon said that the committee of General Growth creditors is supportive, and you are a creditor. So could you comment if you are part of that committee? Is it a thing you can disclose?

Bruce Flatt

I don’t think we will make any comments.

Mark Rothschild – Genuity

Okay, thank you. Understood.

Operator

Next question is from Michael Goldberg from Desjardins Securities. Please go ahead.

Michael Goldberg – Desjardins Securities

Thank you. I’m looking at page nine of your supplemental, and the $1.3 billion change in unrealized valuation changes. You mentioned about half of that came from higher cap rates during the year. Could you tell us on a weighted average basis, what your cap rate was during the year and how much it did increase?

Brian Lawson

Sure, Michael. I’d say more in the context of discount rates, because that’s probably a bit more applicable across the two major platforms. In both cases, the rates wound a bit. On the property side, it’s around 7% rate that we’re using there. And on the power side, it would be around 8%. Brazil is wider than that and Australia on the power side in Australia would be a little wider than that, on the property side.

Michael Goldberg – Desjardins Securities

How much did it actually change during the year on a weighted basis?

Brian Lawson

Oh gosh! I think it -- on the property side, it would have varied about 40 -- by, let’s say, 20 basis points in Australia. It would have widen by closely to 100 basis points. That’s on the property side. And then on the power side, it would be more in the order of going from, again, a couple of hundred basis points in the United States. In Canada, it actually tightened. And that’s, as I mentioned, because of the large contracts that we signed there, which resulted in a different discount rate for those. And Brazil went out by about 60 [ph] basis points.

Bruce Flatt

Michael, just for your benefit, page 15 of the supplementary information has some details on the power business numbers. And page 20 has it on some of the real estate numbers. So you can see the differences in the rates which we use during the two years.

Michael Goldberg – Desjardins Securities

Right, right. I have seen those. I just thought I might be able to get sort of an all-in weighted number for the company, but I guess not.

Bruce Flatt

We even did better. We gave you a distributed one.

Michael Goldberg – Desjardins Securities

Okay. Your investment in distressed and high-yield debt increased by more than $600 million in the second half. How much of that increase is actual new investments versus unrealized gains? And how much more is a disc value increase since year-end do you figure?

Bruce Flatt

Michael, I think it’s fair to say there is in the order of $70 million in respective of gains that we’ve recognized in respective of those positions.

Brian Lawson

So just I want to make sure I’m hearing you. So from the -- from September to December, that is up from $411 million to $690 million is what you are -- is what you are seeing. That $70 million of that increase is unrealized gains, as that would be part of it, Michael. I think that’s not a level of detail on this area that we want to get into right now. But we could probably follow up with you some of the specifics, but not -- we'll (inaudible) for the time being.

Michael Goldberg – Desjardins Securities

Okay. And what about -- since year-end, how much do you figure that these values may have gone up further?

Bruce Flatt

Michael, we don’t disclose that information. It will be disclosed in next quarterly report if it’s relevant.

Michael Goldberg – Desjardins Securities

Okay. Thank you.

Operator

Next question is from Brendan Maiorana of Wells Fargo. Please go ahead, sir.

Brendan Maiorana – Wells Fargo

Thanks. Good morning. Bruce, I know you can’t comment specifically on General Growth, but I was interested in your outlook on the growth opportunity that you may see in a North American retail platform if you had one. And just thinking about that relative to other transactions that you’ve done, and specifically multiplex, which struck me as a deal that was a good financial return for the firm, but also a deal that gave you a platform in Australasia, which is something that is set to siege for longer term growth. I’m wondering if you would see a comparable opportunity for longer term if you had a North American retail platform.

Bruce Flatt

Well, firstly I’d say that’s an inventive way to ask about General Growth. Second, I would say, not specifically commenting and I won’t make any comments on retail in the United States, but our business is about owning fantastic groups of assets in a platform or a business, operating them and assets -- or parts of assets may come or go with funds, but continuing in the business rather. And what we try to do is build world-class businesses, which we can continue to expand over the longer term. And specifically in Australia, we now have, we think, one of the great investment platforms in the country, given all the infrastructure assets and real estate assets we own there. And I think there will be a lot of opportunities for us to build on that over time. But that’s generally our business, and we look for -- we look to get into businesses, but if we never got specifically to the point, if we never got any one other business and we just kept building on the ones we have, that would be fine too. We are true value investors.

Brendan Maiorana – Wells Fargo

Okay. Fair enough. And then you mentioned just somewhat briefly in your letter about fund raising that has done -- continue to do well in 2010. Can you give us a sense of just kind of your overall expectations for funds that may be raised over the next couple of years, maybe in context to some of the success that you had in the second half of 2009?

Bruce Flatt

We have to -- as you know, because of regulatory constraints, we have to be generally -- we can’t talk too much about specific funds or fund raising. But I just -- as a general comment on the industry, 2008 people and private equity infrastructure and real estate had that in their portfolios with pension funds and institutions. We are generally constrained, because equities went down and they became overweight. With the increase in equity values back to a normalized amount, they -- and they didn’t -- they weren’t able to unload any of -- most of that exposures that’s been good for them to get their ratios in line, but now a lot of them are back allocating money to those groups. Specifically to us, I’d say because we have another three years behind us on the track record of being a full scale asset management business as opposed to 15 years ago when we were just an investment business, for that reason -- for the reason that we survive through the last -- this downturn without any major calamities and generally performed. And third, because we are actually in business today out doing things and -- while others possibly are just dealing with some of the issues from past.

I think that bodes well for us being able to continue to attract more capital to the business. And leaving aside specific funds or other matters about fund raising, I guess I’d say we continue to see institutional investors allocating more money to the type of products that we utilize, which is relatively high returns, moderate risk type investments, which are going to give them a very decent risk adjusted return in comparison to what they get in a government bond or something else and with those very low risk. But we are not trying to deliver them usually 40% returns in the market. So we think it’s very -- that's a very positive -- there is a very positive tone out there, but I have to -- I would make a qualification is that institutional investors are much more selective today as our stock investors. People are paying more attention to what they do. And that’s I think just a general comment.

Brendan Maiorana – Wells Fargo

Okay. Thank you. Maybe I could just a couple of quick ones for Brian. Brian, in the rate outlook that you guys have for your power portfolio included in the contracted rates, is the OPA deal or the rates that are included there are the baseline rates or are you including the average expected rates that you get, which I think would include some ancillary services?

Brian Lawson

Yes. The ancillary services, we actually are entitled to receive outside of the contract. So those would not be -- if what you’re focusing on, Brendan, is the rates that we have in there for a long-term contract profile, the five-year profile that we included in our supplemental, those would not be included in there.

Brendan Maiorana – Wells Fargo

Okay. That’s helpful. And then just in the IFRS disclosure, did I hear you correctly in that the deferred tax liability, that number is not included in either the $26 or $28 bottom line number?

Brian Lawson

That’s correct.

Brendan Maiorana – Wells Fargo

Okay. And then in terms of the value that you are describing to the asset management business, is that just contracts that are cash flowing today, or is that agreed upon funds that may be committed, but where there is no cash flow in place today?

Brian Lawson

It would be in respect of existing contracts. So with the -- I'd say, most of this is in respect of recurring base fees but there is probably a little bit in there in respect of fees that we would expect to receive over the life of the contract. That’s only for in-place contracts.

Brendan Maiorana – Wells Fargo

By meaning I guess maybe specifically what I’m asking is, if you’ve got a commitment, but you haven’t placed any investments in a particular fund, are you counting for potential placement of assets in that fund and the cash flows that would be derived from those?

Brian Lawson

Brendan, you’re probably getting a little bit too far into the specifics of it. It would depend on our ability under the contract to earn those fees and what the conditions would be for that. Suffice it to say, there needs to be a sufficient degree of assurance with the statute of the contract for us to introduce any value. But what we do point out is that this is for the in-place arrangements and the comment that we make there in addition to the $28.53. We do believe that there is value in the franchise and our relationships and our ability to achieve additional contracts and additional revenues in that regard.

Brendan Maiorana – Wells Fargo

Okay, fair enough. Thank you.

Operator

Next question is from Neil Downey of RBC Capital Markets. Please go ahead.

Neil Downey – RBC Capital Markets

Hi, good morning. Brian, really just a couple of follow-ons. To be clear in that $1.75 billion mark to the $28.53, is that net of a deduction for capitalized overhead?

Brian Lawson

It’s not.

Neil Downey – RBC Capital Markets

Okay. But I guess in terms of thinking about this very simplistically, you recorded about $300 million of fees for 2009 and the overhead was about $250 million. So there is clearly positive value ascribable to the fees net of overhead.

Brian Lawson

Sorry, Neil, I missed the last part of that.

Neil Downey – RBC Capital Markets

There would clearly be a positive value ascribable to fees net of overhead at this point if your fees are running at $300 million and your corporate costs were about $250 million.

Brian Lawson

Yes.

Neil Downey – RBC Capital Markets

Okay. And on the future income tax liability, what is that amount in millions of dollars, both under GAAP and IFRS?

Brian Lawson

That would be around -- okay. Well, under GAAP it’s pretty negligible. Under IFRS, it would be closer to $2.5 billion, $2.8 billion.

Neil Downey – RBC Capital Markets

Okay. And one that might be a little specific, but the stellar apartment portfolio, as I recall, I thought there was about $600 million of debt on that at the time that you assumed ownership, but I was under the impression that the debt was the senior debt with CMBS. Is that not the case?

Bruce Flatt

It is not the case. And the debt was paid down with cash that came along with the portfolio.

Neil Downey – RBC Capital Markets

Okay. And how is the NOI on that portfolio versus a couple of years ago when it was purchased from Archstone?

Bruce Flatt

Apartments generally in the United States have done okay, which means that they are a little bit down or a little bit up, but they didn’t go up as much as people expected.

Neil Downey – RBC Capital Markets

Okay. Thank you.

Operator

Next question is from Ari Black of Thomas Weisel Partners. Please go ahead.

Ari Black – Thomas Weisel Partners

Hi, guys, thanks for taking my call. I just wanted to dig into the core liquidity a little bit more. Can you break out the undrawn credit facilities as part of that?

Brian Lawson

We have about just shy of $1 billion.

Ari Black – Thomas Weisel Partners

That’s in the corporate side or --?

Brian Lawson

That’s the corporate side and there is probably another $600 million to $700 million in addition to that within the operating units.

Ari Black – Thomas Weisel Partners

Great. And obviously with the environment today being -- the outlook being [ph] a lot better than it was last year, is there still a level of cash that you want to hold for emergency purposes at this point?

Brian Lawson

The way that we generally would approach that, it varies depending on what we see in front of us in terms of maturities and investment opportunities. I would think it’s safe to say that we’ve never really operated the business with less than about $1.2 billion or $1.5 billion. Having said that, it’s something that we will constantly be monitoring.

Ari Black – Thomas Weisel Partners

Great. And I don’t know if I’m actually just looking at this incorrectly, but it seems that the IFRS value changed from $24.37 per share in the 2008 number and now it’s showing $26.56 per share. I’m not sure if something changed there, but I just wanted to see if I’m missing something there.

Brian Lawson

Yes. The -- what we’ve done is we are -- the numbers that I’ve been talking about on the call today is the, what I’ll describe as the base IFRS number, which would come right out of our IFRS statements, plus an amount that represents the value attributable to assets that are not fair values under IFRS, which would be another -- that would be another $1.5 billion of asset value at the beginning of the year and about $1.75 billion at the end of the year.

Bruce Flatt

Of which that latter portion is essentially to securities that we own in a public company that don’t get mark-to-market or something that’s classified as inventory, which is just something -- the land value.

Brian Lawson

Yes. The land value is in our Alberta business, for example, or Brazil or other places.

Ari Black – Thomas Weisel Partners

Okay. And then just to understand the IFRS a little bit better, just hypothetically speaking, if you were to make an acquisition repaid price much below the intrinsic value, would that have an immediate impact to the IFRS value?

Brian Lawson

Yes, it could. The rule you follow is that you apply the IFRS valuation framework to the assets, assuming that they are eligible for that. Bruce just mentioned a couple of examples where it doesn’t, but typically they do. And so if you pay X and they are valued at Y, then you will take the difference into your earnings or your equity, as the case may be at the very next quarter-end.

Bruce Flatt

Although as you well know, on an appraisal value basis, as opposed to what you might sell something in the market, which in a good environment is usually higher, on an appraisal value, they often look at what a trade was. And therefore not very often would you find in a relatively short period of time a different valuation from an appraiser versus what was paid in the market.

Ari Black – Thomas Weisel Partners

Okay. So it’s fair to say that for prime infrastructure that the value didn’t really change from what you paid?

Brian Lawson

In fact, we use the November acquisition prices for the purposes of comparing underlying values in that regard.

Ari Black – Thomas Weisel Partners

Okay. And then for the value that you’ve assigned for Brookfield Properties and Brookfield Infrastructure, if I look at the co-investor interest, you can infer value with a little bit of assumptions. But is $17 per share for Brookfield Properties and about $20 for Brookfield Infrastructure Partners far off from what is being valued at?

Brian Lawson

They have not disclosed those numbers, so I’m not going to comment on that.

Bruce Flatt

And it would be very difficult given the disclosure that was in the information to surmise the numbers from there, because there is many things included in those numbers, but partly so, you can’t do it, but until the disclosure comes out from those specific public company.

Ari Black – Thomas Weisel Partners

Okay. And then lastly, I’m not sure if you talked about this in the supplements, but is there any one-time investment gains included in the fourth quarter?

Brian Lawson

There was -- we did have our share of investment gain that was recorded at the Brookfield Properties level. It was around $25 million. That’s pretty much it.

Ari Black – Thomas Weisel Partners

And then on the distressed side, it was $70 million for the fourth quarter?

Brian Lawson

No, that was more of a -- Michael had asked it more in the context of I think more than six-month period of time. But that would be a mix. As we mentioned, we’re not going to comment specifically on that.

Ari Black – Thomas Weisel Partners

Okay. That’s all for me. Thanks.

Operator

Next question is from Andrew Kuske of Credit Suisse. Please go ahead, sir.

Andrew Kuske – Credit Suisse

Thank you. Good morning. A bit more of a reflective question. I’m just sort of curious as to your thoughts. When you look at the current market environment for distressed plays and then also just acquisition opportunities and you look back what you did with prime and the best [ph] involvement of that big restructuring and then really the Mills deal a few years ago and then also Canary Wharf, I mean, what were the lessons learned and how do you see yourself positioned on a go-forward basis?

Bruce Flatt

Well, lessons learned, we continue to learn everyday and we make mistakes weekly. So we have a lot of mistakes we’ve made over the years. We try to learn from all of them. I think we have refined our investment process over the years. The environment we’ve been in for the last year and the environment for the next two years is an exceptional period for a company like ours. We are a -- we like to buy positions and -- or deal with institutions who have a problem and work it out for them and aren’t looking for the quick change tomorrow morning in evaluation. We are patient and willing to wait for five years, but we want a higher IRR when that comes up. And so I think generally this is a good environment for us to be investing in. We found a number of things, are positioned on a number of others, and I think there will be others in the future that will come along. And it’s an exceptional environment for our type of company.

Andrew Kuske – Credit Suisse

And just on that point, when we look at, say, something like the prime recapitalization and your acquisition of PD Ports, are you seeing really opportunities on the periphery of that business that’s just connected to the business and, say, for example, like warehousing opportunities on the ports land. Is that a business line that just all of a sudden becomes opened up to you that you weren’t really involved in before?

Bruce Flatt

I think that the value in businesses is about the asset value you have today or the tangible intrinsic value you have today, but it’s also about the future. And the future of the company is -- in fact, we have an enormous machine and people and capital raising reputation and sources to be able to do other things. Getting into new areas or businesses is very exciting, because inevitably, of the seven businesses, we find three we won’t like, two we’ll love, and will grow those over time. And I think there are often ancillary businesses around the opportunities we find where we can grow them and deploy capital at very high returns. So that is a very -- it's been a great opportunity for us over the last couple of years to be able to get into things that fair value or discounts to full value. But the opportunities going forward are significant out of many of them.

Andrew Kuske – Credit Suisse

That’s very helpful. Thank you.

Operator

Next question is from Rossa O'Reilly of CIBC World Markets. Please go ahead.

Rossa O'Reilly – CIBC World Markets

Thank you very much. It’s clear that IFRS underlying values will now be a major driving force in the reporting of the balance sheet. I’m wondering -- if we look at the disclosure that relates to that, currently it just consists of the discount rates, the terminal cap rate, and the exit date, which is decades down the road. And I’m wondering if there are other parameters that over time you will be reporting to, to give us a sense of how you’ve derived these numbers, which makes so much difference.

Brian Lawson

Rossa, it’s Brian. I would say that we will continue to enhance the disclosure in that regard. There are obviously certain things that we will not be in a position to disclose for competitive reasons or other reasons. But we will definitely do our best to allow you to have a sense for what’s driving our valuations, and so we’ll continue to work with it.

Rossa O'Reilly – CIBC World Markets

One number, of course, that we all tend to be very familiar with and use the most as the current cap rate. And I’m wondering if you are ready to disclose what the current cap rate would be for the property portfolio and infrastructure and power generation.

Brian Lawson

We didn’t put those in our supplemental, although frankly you can get at that from the disclosures by looking at the operating cash flow generated by the assets and then the associated values. But that is an area that we could add some more disclosure in general.

Bruce Flatt

Although, Rossa, the only comment I would make to that is that -- and I understand why people use it, because in the absence of other information, it’s an easy metric to compare things. So I totally get that. But generally, we make decisions every day that in the short-term destroy cash flow, meaning they lower the cap rate in the short-term, but on the whole set you’re going to make a lot of money in the future. So to us, our business is based off of the discounted cash flows with either forever or at some point in time with the terminal cap rate. And therefore the going-in cap rate is much less relevant to us. So we try to focus people on other things.

Rossa O'Reilly – CIBC World Markets

And just you’re going to what we might be able to do to calculate it. For example, in the real estate sector, if we were to go through page 18 of the MD&A and just take the net operating cash flow minus realization gains and divide it by the underlying value, I guess that ends up at being at about 7.5%. Is that something close to what would be the run rate perspective cap rate?

Brian Lawson

Michael -- sorry, Rossa, you are at that very high level, yes. I think the thing that we caution in that regard, and it really goes back to Bruce’s comments, the going-in cap rate, as you know can really be quite misrepresentative of the long-term value of the business, just like the faceplate capacity on a power station is relatively meaningless unless you factor in what the capacity is. So that is arguably a number that you could use and come up with. To the extent that it’s meaningful or not is up for question.

Rossa O'Reilly – CIBC World Markets

And then just on a different topic, which of the reporting segments contains the General Growth Properties --?

Brian Lawson

We are not going to comment on that.

Rossa O'Reilly – CIBC World Markets

Has there been more than one segment or has there been just one?

Brian Lawson

I’m not going to comment on that, Rossa.

Rossa O'Reilly – CIBC World Markets

Thanks very much.

Operator

There is time for one more question from Linda Ezergallis of TD Newcrest. Please go ahead.

Linda Ezergallis – TD Newcrest

Thank you. When we look at your geography, it's obviously shifted the past few years of your breakdown of assets. I don't know if it's in your current supplemental because I haven't gone through much of it at all, but I'm wondering what's your mix today and where might it shift to in five to 10 years?

Brian Lawson

So I’ll perhaps start off on the near-term or the immediate term. It’s pretty much the same as what we would disclose in our third quarter report. I think we gave a breakdown on where we felt our equity was invested from a currency perspective. We generally track the geography. And it would be roughly half in America and then most of the balance would be split somewhat equally between Canada, Australia and Brazil, and then a little bit in the UK and a few others elsewhere. That’s where we sit today, pretty much static over the past period of time. And Bruce, I’ll hand it over to you for any comments to where we might see ourselves down the road.

Bruce Flatt

We don’t have -- I guess, maybe two things. One, our belief has been that diversifying into some other markets over the last five years was a good thing from both an investment and a currency perspective. Therefore we’ve ended up 45% or 50% in the US and the balance of the country, where Brian said. Our view isn’t that we have a specific country limit or something like that. It’s more opportunity driven, but we do focus on places where we have a competitive advantage. We think we have rule of law. We believe there are great places to invest, and lastly, where we find the best opportunities. So a lot of what the change in the future will be, will be driven off of, first, the underlying fundamentals of a place where those that exhibit the things I just talked about, but secondly, where an opportunity presents itself that we feel for value we can expand the business. And that’s where capital will be deployed.

Linda Ezergallis – TD Newcrest

So if we look at those parameters that you've just described, and one of the things that we don't see that you see is where the best opportunities you're seeing, where might that shift over time based on what you're seeing today, more to South America, more to Australasia, or is it anywhere?

Bruce Flatt

I would say the following. On the organic growth side, which is deploying capital in the asset we have, continuing to grow those and finding add-on acquisitions, expanding our terminal -- shipping terminal or a port or a office building or something like that, that will be across all of our businesses in every place. So I think that will just grow incrementally and it won’t change the mix. On the opportunity side, while we have some tremendous organic growth opportunities and expansion of businesses going on in Brazil, there isn’t the -- there wasn’t the overleveraged situation in South America just because of the capital markets. And therefore there are no -- there are few distressed acquisition opportunities available, and therefore it’s an organic growth story in South America. Looking at Australia, Europe and United States where we have our major operations, United States and Canada, I would say all of them have their distressed opportunities and we will have to see which ones come about for us to (inaudible).

Linda Ezergallis – TD Newcrest

Now, just a follow-on question. You mentioned earlier that institutional and retail investors, for that matter, are becoming more demanding. Are you seeing a shift in how the fee is being structured, without getting into specifics obviously, generally generically within the industry for your funds? Is there a shift away from the two and 20, is there something else, or can you comment on that?

Bruce Flatt

I think generally the institutions -- I'd just say our experience and maybe it’s just because of our track record and they know us more, I think they are respectful of the fact that we bring something to the table and we’ve been able to bring people into our funds and businesses. But generally that’s the only comment I have.

Linda Ezergallis – TD Newcrest

Okay. And just -- this is a pedestrian cleanup question. It might be somewhere in the supplemental, in which case maybe you can point me towards it. But to the benefit I guess of all of us that are still going through the supplemental, maybe you can help us reconcile your presentation of the segmented net operating cash flows in this quarter versus how you presented it previously? Because I perceive and I'm still trying to work through all the shifts of what's going on, but maybe quickly you can walk us through the major deltas.

Brian Lawson

Actually, Linda, what I would suggest is we’ve actually been pulling together an analysis of that for exactly the reason that you’ve pointed out. And unfortunately we didn’t have it ready to get out to folks first thing this morning. So we apologize for that, but it will be available shortly.

Linda Ezergallis – TD Newcrest

Okay. And then if I could just add to the wish list, I know it's -- you're still focused on this quarter, but for next quarter when you do the IFRS, if you could provide some sort of reconciliation, extensive reconciliation as well, I think that would help all of us.

Brian Lawson

Yes, we intend to do that.

Linda Ezergallis – TD Newcrest

Thank you.

Brian Lawson

You’re welcome. Thanks for the call.

Robert Harding

Thank you very much, everyone, for joining us this morning, and we look forward to speaking to you when we announce our first quarter of this year. Thank you all. Have a great weekend.

Operator

Ladies and gentlemen, this concludes today’s conference call. You may disconnect your lines. Thank you for participating. Have a pleasant day.

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Source: Brookfield Asset Management Inc. Q4 2009 Earnings Call Transcript
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