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BROOKFIELD ASSET MANAGEMENT INC.
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Date: May 14, 2019
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By:
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/s/ Justin Beber
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Name:
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Justin Beber
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Title:
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Head of Corporate Strategy and
Chief Legal Officer
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Exhibit
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Description
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Interim Report to Shareholders
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Interim Report to Shareholders of Brookfield Asset Management Inc. for the quarter ended March 31, 2019
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Certification of Chief Executive Officer pursuant to Canadian Law
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Certification of Chief Financial Officer pursuant to Canadian Law
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FOR THE THREE MONTHS ENDED MAR. 31
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2019
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2018
|
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TOTAL
(MILLIONS)
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|
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||||
Revenues
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$
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15,208
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$
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12,631
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Net income
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1,256
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1,855
|
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||
Funds from operations
1
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1,051
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1,170
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PER SHARE
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||||
Net income
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$
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0.58
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$
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0.84
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Funds from operations
1
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1.04
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1.16
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||
Dividends
2
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||||
Cash
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0.16
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0.15
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||||
AS AT MAR. 31, 2019 AND DEC. 31, 2018
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2019
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2018
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TOTAL
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
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||||
Assets under management
1
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$
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365,957
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$
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354,736
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Consolidated results
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||||
Balance sheet assets
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264,225
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256,281
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Equity
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98,564
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97,150
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Common equity
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26,394
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25,647
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Diluted number of common shares outstanding
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1,005
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997
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Market trading price – NYSE
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46.65
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38.35
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1.
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See definition in the MD&A Glossary of Terms beginning on page
52
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2.
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See Corporate Dividends on page 26.
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CONTENTS
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Brookfield at a Glance
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Letter to Shareholders
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Management’s Discussion & Analysis
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PART 1
– Our Business and Strategy
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PART 2
– Review of Consolidated Financial Results
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PART 3
– Operating Segment Results
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PART 4
– Capitalization and Liquidity
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PART 5
– Accounting Policies and Internal Controls
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Glossary of Terms
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Consolidated Financial Statements
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Shareholder Information
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Board of Directors and Officers
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Asset Management
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Real
Estate
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Renewable Power
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Infrastructure
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Private
Equity
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Residential Development
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Corporate Activities
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•
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Investment focus
– real estate, infrastructure, renewable power and private equity
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•
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Diverse product offering
– Core, value-add, opportunistic and credit strategies in both closed-end and long-life vehicles
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•
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Focused investment strategies
– We invest where we have a competitive advantage, such as our strong capabilities as an owner-operator, our large scale capital and our global reach
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•
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Disciplined financing approach
– Debt is carefully employed to enhance returns while preserving capital throughout business cycles
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AS AT AND FOR THE TWELVE MONTHS
ENDED MARCH 31 (MILLIONS)
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2015
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2016
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2017
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2018
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2019
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CAGR
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|||||
Total assets under management
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$
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207,132
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$
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239,766
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$
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245,205
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$
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282,731
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$
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365,957
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15
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%
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Cash available for reinvestment or distribution to BAM shareholders
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1,049
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1,331
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1,775
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2,130
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2,363
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23
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%
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|||||
Gross annual run rate of fees plus target carry
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1,264
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1,568
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2,058
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2,465
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3,100
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25
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%
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|||||
Fee related earnings (before performance fees)
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404
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567
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691
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791
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889
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23
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%
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PART 1 –
OUR BUSINESS AND STRATEGY
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Renewable Power
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Overview
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Infrastructure
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PART 2 –
REVIEW OF CONSOLIDATED
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Private Equity
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FINANCIAL RESULTS
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Residential Development
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Overview
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Corporate Activities
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Income Statement Analysis
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PART 4 –
CAPITALIZATION AND LIQUIDITY
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Balance Sheet Analysis
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Capitalization
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Foreign Currency Translation
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Liquidity
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Summary of Quarterly Results
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Review of Consolidated Statements of Cash Flows
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Corporate Dividends
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PART 5 –
ACCOUNTING POLICIES AND INTERNAL
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PART 3 –
OPERATING SEGMENT RESULTS
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CONTROLS
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Basis of Presentation
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Accounting Policies, Estimates and Judgments
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Summary of Results by Operating Segment
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Management Representations and Internal Controls
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Asset Management
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GLOSSARY OF TERMS
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Real Estate
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ü
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Investment focus
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ü
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Diverse products offering
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ü
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Focused investment strategies
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ü
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Disciplined financing approach
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1.
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Large-scale capital
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2.
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Operating expertise
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3.
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Global presence
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1.
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Diversified and long-term
base management fees
which are based on closed-end and long-life fund capital. Closed-end fund capital is typically committed for 10 years with two one-year extension options, and our long-life funds are perpetual vehicles that can continually raise new capital.
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2.
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Carried interest
, which enables us to receive a portion of overall fund profits provided that investors receive a minimum prescribed preferred return. Carried interest is recognized once it is no longer subject to clawback.
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1.
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Long-term perpetual
base management fees
, which are based on our listed vehicles’ total capitalization.
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2.
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Stable
incentive distribution fees
which are linked to cash distributions (BPY, BEP and BIP). These cash distributions have exceeded pre-determined thresholds and have a historic annual growth rate of 5%-9%.
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3.
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Performance fees
based on unit price performance (BBU).
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•
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Transparent
–
approximately 80% of our invested capital is listed partnerships (BPY, BEP, BIP, BBU) and other smaller publicly traded investments. The remaining is primarily held in a residential homebuilding business, and a few other directly held investments.
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•
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Diversified, long-term, stable cash flows
–
received from our underlying public investments. These cash flows are underpinned by investments in real assets which should provide inflation protection and less volatility compared to traditional equities, and higher yields compared to fixed income.
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•
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Strong alignment of interests
–
the Corporation is the largest investor into each of our listed partnerships, and in turn, the listed partnerships are typically the largest investor in each of our private funds.
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1.
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See definition in Glossary of Terms beginning on page
52
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•
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higher interest expense on recently-issued corporate debt, additional borrowings to fund acquisitions and new debt from the consolidation of recent acquisitions;
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•
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lower fair value gains due primarily to the absence of transaction-related gains recognized in the first quarter of 2018 relating to acquisitions of entities in our Real Estate and Corporate segments;
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•
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higher depreciation and amortization expense due to the impact of recent acquisitions, revaluation gains reported in the fourth quarter of 2018 and the impact of adopting IFRS 16
Leases
(“IFRS 16”), the new lease accounting standard; and
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•
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the absence of other income and gains relating to gains on asset sales reported through net income; partially offset by
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•
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operating income from recently-acquired businesses and same-store
1
growth across many of our operations.
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1.
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See definition in Glossary of Terms beginning on page
52
.
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FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS, EXCEPT PER SHARE AMOUNTS) |
2019
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2018
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Change
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|||
Revenues
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$
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15,208
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$
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12,631
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$
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2,577
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Direct costs
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(11,585
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)
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(10,091
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)
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(1,494
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)
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|||
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3,623
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|
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2,540
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|
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1,083
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|||
Other income and gains
|
32
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|
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342
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(310
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)
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Equity accounted income
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344
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288
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56
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Expenses
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Interest
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(1,616
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)
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(1,037
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)
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(579
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)
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Corporate costs
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(26
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)
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(27
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)
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1
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Fair value changes
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169
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572
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(403
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)
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Depreciation and amortization
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(1,034
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)
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(670
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)
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(364
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)
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Income taxes
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(236
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)
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(153
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)
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(83
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)
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Net income
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1,256
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|
1,855
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(599
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)
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|||
Non-controlling interests
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(641
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)
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(998
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)
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357
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Net income attributable to shareholders
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$
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615
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$
|
857
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$
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(242
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)
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Net income per share
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$
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0.58
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$
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0.84
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$
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(0.26
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)
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•
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$3.0 billion
of additional revenues from acquisitions during the current and prior year across each of our listed partnerships
1
, most notably the acquisition within our Private Equity segment of Westinghouse Electric Company (“Westinghouse”) which is our service provider to the power generation industry, the privatization of GGP in our Real Estate segment and the acquisition of a Colombian natural gas distribution and commercialization business in our Infrastructure segment;
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•
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same-store growth attributable largely to inflation indexation and growth initiatives at our U.K. regulated distribution business and growth in our real estate business from strong core office same-property leasing growth; partially offset by
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•
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lower sales volumes at our road fuel distribution business, at which flow-through duty amounts are recorded gross within revenues and direct costs without impact to the margin; and
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•
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the absence of
$102 million
of revenues from businesses sold since the prior year quarter as well as the impact of foreign exchange.
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•
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the recent acquisitions and growth initiatives discussed above; and
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•
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higher input costs at certain private equity operations; partially offset by
|
•
|
the impact of foreign exchange; and
|
•
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the impact of adopting IFRS 16, the new lease accounting standard, which reallocated operating lease expenses previously reported through direct costs to interest expense and depreciation and amortization. Please refer to Note 2 of the interim consolidated financial statements for further information on the impact of IFRS 16 on our financial results.
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1.
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See definition in Glossary of Terms beginning on page
52
.
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•
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our share of net income earned from equity accounted investments within BPR and a diversified U.S. REIT; and
|
•
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valuation losses in the prior year quarter related to the
privatization of GGP that were not repeated in the first quarter of 2019
; partially offset by
|
•
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the consolidation of previously equity accounted entities as a result of increases in our ownership interest, particularly the privatization of GGP and initial consolidation of our
service provider to the offshore oil production industry in the third quarter of 2018; and
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•
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one-time gains in the prior year quarter on the reorganization of our holdings of Canary Wharf’s operating properties.
|
•
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valuation gains on investment properties in our core office and LP investments portfolios of
$525 million
; partially offset by
|
•
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net unrealized losses on financial contracts entered into to manage foreign currency, interest rates and pricing exposures;
|
•
|
losses on redeemable fund units classified as subsidiary equity obligations; and
|
•
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successful deal costs.
|
•
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higher taxable income generated by our operations and acquisitions over the last twelve months; and
|
•
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the absence of deferred tax recoveries, which in the prior year quarter included the impact of a reorganization within our Canadian real estate business that reduced our effective tax rate; partially offset by
|
•
|
taxes paid associated with the gain on the sale of our interest in a Chilean electricity transmission business in the first quarter of 2018 that were not repeated in the current quarter.
|
FOR THE THREE MONTHS ENDED MAR. 31, 2019
(MILLIONS) |
Acquisitions
|
|
Dispositions
|
||||||||||||||
Revenue
|
|
|
Net Income
|
|
|
Revenue
|
|
|
Net Income
|
|
|||||||
Real estate
|
$
|
824
|
|
|
$
|
162
|
|
|
$
|
(102
|
)
|
|
$
|
(140
|
)
|
||
Renewable power
|
95
|
|
|
59
|
|
|
—
|
|
|
—
|
|
||||||
Infrastructure
|
599
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|
|
(3
|
)
|
|
—
|
|
|
5
|
|
||||||
Private equity and other
|
1,439
|
|
|
28
|
|
|
—
|
|
|
(5
|
)
|
||||||
|
2,957
|
|
|
246
|
|
|
(102
|
)
|
|
(140
|
)
|
||||||
Gains recognized in net income
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
||||||
|
$
|
2,957
|
|
|
$
|
174
|
|
|
$
|
(102
|
)
|
$
|
34
|
|
$
|
(140
|
)
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
|
Change
|
|
|||
Investment properties
|
$
|
525
|
|
|
$
|
470
|
|
|
$
|
55
|
|
Transaction related gains, net of deal costs
|
(72
|
)
|
|
538
|
|
|
(610
|
)
|
|||
Financial contracts
|
(45
|
)
|
|
(257
|
)
|
|
212
|
|
|||
Impairment and provisions
|
(31
|
)
|
|
(37
|
)
|
|
6
|
|
|||
Redeemable fund units
|
(62
|
)
|
|
(20
|
)
|
|
(42
|
)
|
|||
Other fair value changes
|
(146
|
)
|
|
(122
|
)
|
|
(24
|
)
|
|||
Total fair value changes
|
$
|
169
|
|
|
$
|
572
|
|
|
$
|
(403
|
)
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
|
Change
|
|
|||
Core office
|
$
|
283
|
|
|
$
|
54
|
|
|
$
|
229
|
|
LP investments and other
|
242
|
|
|
416
|
|
|
(174
|
)
|
|||
|
$
|
525
|
|
|
$
|
470
|
|
|
$
|
55
|
|
•
|
an increase in value in a London development property as the asset nears completion;
|
•
|
fair value adjustments in our downtown New York properties
to maintain values in line with the marketing process as we ready a portion of the assets for sale; and
|
•
|
gains related to the increase in net operating income on certain Australian and Toronto properties due to strong leasing activity and rent growth.
|
•
|
our U.K. student housing portfolio, which increased in value as a result of
a decrease in terminal capitalization rates in response to market conditions and to align with third-party valuations. These gains are also reflective of an additional quarter of higher net operating income used within the valuation model; and
|
•
|
realized gains relating the disposition of a portfolio of
assets in Shanghai.
|
FOR THE THREE MONTHS ENDED MAR. 31
|
2019
|
|
|
2018
|
|
|
Change
|
|
Statutory income tax rate
|
26
|
%
|
|
26
|
%
|
|
—
|
%
|
Increase (reduction) in rate resulting from:
|
|
|
|
|
|
|||
Portion of gains subject to different tax rates
|
(1
|
)
|
|
(8
|
)
|
|
7
|
|
Change in tax rates and new legislation
|
—
|
|
|
(10
|
)
|
|
10
|
|
Taxable income attributed to non-controlling interests
|
—
|
|
|
(5
|
)
|
|
5
|
|
International operations subject to different tax rates
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Derecognition / (recognition) of deferred tax assets
|
(4
|
)
|
|
2
|
|
|
(6
|
)
|
Non-recognition of the benefit of current year’s tax losses
|
2
|
|
|
3
|
|
|
(1
|
)
|
Other
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Effective income tax rate
|
16
|
%
|
|
8
|
%
|
|
8
|
%
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
2019
|
|
|
2018
|
|
|
Change
|
|
|||
Assets
|
|
|
|
|
|
||||||
Investment properties
|
$
|
85,006
|
|
|
$
|
84,309
|
|
|
$
|
697
|
|
Property, plant and equipment
|
72,902
|
|
|
67,294
|
|
|
5,608
|
|
|||
Equity accounted investments
|
34,373
|
|
|
33,647
|
|
|
726
|
|
|||
Cash and cash equivalents
|
6,740
|
|
|
8,390
|
|
|
(1,650
|
)
|
|||
Accounts receivable and other
|
16,554
|
|
|
16,931
|
|
|
(377
|
)
|
|||
Intangible assets
|
18,720
|
|
|
18,762
|
|
|
(42
|
)
|
|||
Goodwill
|
8,929
|
|
|
8,815
|
|
|
114
|
|
|||
Other assets
|
21,001
|
|
|
18,133
|
|
|
2,868
|
|
|||
Total Assets
|
$
|
264,225
|
|
|
$
|
256,281
|
|
|
$
|
7,944
|
|
Liabilities
|
|
|
|
|
|
||||||
Corporate borrowings
|
$
|
7,459
|
|
|
$
|
6,409
|
|
|
$
|
1,050
|
|
Non-recourse borrowings of managed entities
|
111,550
|
|
|
111,809
|
|
|
(259
|
)
|
|||
Other non-current financial liabilities
|
17,106
|
|
|
13,528
|
|
|
3,578
|
|
|||
Other liabilities
|
29,546
|
|
|
27,385
|
|
|
2,161
|
|
|||
Equity
|
|
|
|
|
|
|
|||||
Preferred equity
|
4,149
|
|
|
4,168
|
|
|
(19
|
)
|
|||
Non-controlling interests
|
68,021
|
|
|
67,335
|
|
|
686
|
|
|||
Common equity
|
26,394
|
|
|
25,647
|
|
|
747
|
|
|||
Total Equity
|
98,564
|
|
|
97,150
|
|
|
1,414
|
|
|||
|
$
|
264,225
|
|
|
$
|
256,281
|
|
|
$
|
7,944
|
|
•
|
additions of
$1.2 billion
as we purchased additional investment properties during the quarter and enhanced or expanded numerous properties through capital expenditures as well as the acquisition of
$200 million
of investment properties through a business combination completed in our Infrastructure segment;
|
•
|
the recognition of
$928 million
of ROU investment properties, primarily land leases on which some of our investment properties are built, on the adoption of IFRS 16;
|
•
|
valuation gains of
$525 million
, largely within our core office and LP investments portfolios; and
|
•
|
the
$133 million
impact of stronger foreign exchange rates; partially offset by
|
•
|
sales or reclassifications of
$2.3 billion
, including the reclassification of multiple investment properties held within our diversified U.S. REIT to assets held for sale during the quarter.
|
•
|
recognition of property, plant and equipment ROU assets which increased our balance by
$3.4 billion
upon adopting IFRS 16;
|
•
|
acquisitions of
$2.1 billion
, most notably a natural gas pipeline in India within our Infrastructure segment
;
|
•
|
additions of
$615 million
primarily related to growth capital expenditures across our operating segments; and
|
•
|
the positive impact of foreign currency translation of
$430 million
; partially offset by
|
•
|
depreciation in the period.
|
•
|
an increase in assets held for sale of
$1.8 billion
, primarily attributable to the reclassification of investment properties within our diversified U.S. REIT during the quarter as well as our facilities management business in our Private Equity segment, partially offset by assets sold during the period, including an equity accounted investment within the LP investments portfolio of our Real Estate segment; and
|
•
|
a
$777 million
increase in other financial assets due primarily to the overall appreciation of our financial asset portfolios as the stock market recovered following a turbulent fourth quarter.
|
•
|
the partial repayment of credit facilities within our Real Estate segment; and
|
•
|
the repayment of substantially all draws on credit facilities by our Renewable Power segment; partially offset by
|
•
|
increases in borrowings in our Infrastructure segment to fund acquisitions.
|
AS AT AND FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
Common equity, beginning of period
|
$
|
25,647
|
|
Changes in period
|
|
||
Net income to shareholders
|
615
|
|
|
Common dividends
|
(153
|
)
|
|
Preferred dividends
|
(37
|
)
|
|
Foreign currency translation
|
67
|
|
|
Other comprehensive income
|
153
|
|
|
Share repurchases, net of issuances and vesting
|
(32
|
)
|
|
Ownership changes and other
|
134
|
|
|
|
747
|
|
|
Common equity, end of period
|
$
|
26,394
|
|
•
|
net income attributable to shareholders of
$615 million
;
|
•
|
distributions of $190 million to shareholders as common and preferred share dividends;
|
•
|
foreign currency translation gains of
$67 million
as foreign currency spot rates in the jurisdictions where we hold the majority of our non-U.S. dollar investments strengthened relative to the U.S. dollar;
|
•
|
other comprehensive income of
$153 million
relating primarily to fair value gains on financial instruments classified as FVTOCI. These gains were partially offset by losses on our net investment hedges;
|
•
|
share repurchases, net of issuances and vesting, of
$32 million
, which included
$43 million
paid to repurchase
1.0 million
Class A common shares (“Class A shares”) to fund long-term compensation plans; and
|
•
|
ownership changes and other which relate in part to the gains recorded directly in equity for the partial sale of our interest in a Chilean toll road operation which we are continuing to consolidate. In addition, BPY repurchased a number of shares held by third-parties other than the Corporation on the open market; this triggered a gain which accrued to Brookfield as the shares were purchased at a discount to book value.
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Brookfield Property Partners L.P.
|
$
|
29,448
|
|
|
$
|
31,580
|
|
Brookfield Renewable Partners L.P.
|
12,919
|
|
|
12,457
|
|
||
Brookfield Infrastructure Partners L.P.
|
14,316
|
|
|
12,752
|
|
||
Brookfield Business Partners L.P.
|
4,395
|
|
|
4,477
|
|
||
Other participating interests
|
6,943
|
|
|
6,069
|
|
||
|
$
|
68,021
|
|
|
$
|
67,335
|
|
•
|
comprehensive income attributable to non-controlling interests which totaled
$1.0 billion
; this is inclusive of foreign currency translation gains as
average foreign currency rates in the jurisdictions where we hold the majority of our non-U.S. dollar investments strengthened relative to the U.S. dollar
;
|
•
|
ownership changes attributable to non-controlling interests of
$1.2 billion
; and
|
•
|
net equity issuances to non-controlling interests totaling
$898 million
; partially offset by
|
•
|
$2.5 billion
of distributions to non-controlling interests.
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018 AND FOR THE THREE MONTHS ENDED MAR. 31
|
Period-End Spot Rate
|
|
Average Rate
|
||||||||||||||
2019
|
|
|
2018
|
|
|
Change
|
|
|
2019
|
|
|
2018
|
|
|
Change
|
|
|
Australian dollar
|
0.7097
|
|
|
0.7050
|
|
|
1
|
%
|
|
0.7125
|
|
|
0.7860
|
|
|
(9
|
)%
|
Brazilian real
1
|
3.8971
|
|
|
3.8745
|
|
|
(1
|
)%
|
|
3.7679
|
|
|
3.2436
|
|
|
(14
|
)%
|
British pound
|
1.3038
|
|
|
1.2760
|
|
|
2
|
%
|
|
1.3024
|
|
|
1.3915
|
|
|
(6
|
)%
|
Canadian dollar
|
0.7490
|
|
|
0.7331
|
|
|
2
|
%
|
|
0.7521
|
|
|
0.7909
|
|
|
(5
|
)%
|
1.
|
Based on U.S. dollar to Brazilian real.
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
|
Change
|
|
|||
Australian dollar
|
$
|
26
|
|
|
$
|
(119
|
)
|
|
$
|
145
|
|
Brazilian real
|
(66
|
)
|
|
(70
|
)
|
|
4
|
|
|||
British pound
|
195
|
|
|
333
|
|
|
(138
|
)
|
|||
Canadian dollar
|
146
|
|
|
(213
|
)
|
|
359
|
|
|||
Other
|
155
|
|
|
463
|
|
|
(308
|
)
|
|||
Total cumulative translation adjustments
|
456
|
|
|
394
|
|
|
62
|
|
|||
Currency hedges
1
|
(181
|
)
|
|
(85
|
)
|
|
(96
|
)
|
|||
Total cumulative translation adjustments net of currency hedges
|
$
|
275
|
|
|
$
|
309
|
|
|
$
|
(34
|
)
|
Attributable to:
|
|
|
|
|
|
||||||
Shareholders
|
$
|
67
|
|
|
$
|
39
|
|
|
$
|
28
|
|
Non-controlling interests
|
208
|
|
|
270
|
|
|
(62
|
)
|
|||
|
$
|
275
|
|
|
$
|
309
|
|
|
$
|
(34
|
)
|
1.
|
Net of deferred income tax recovery of $9 million.
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||
FOR THE PERIODS ENDED
(MILLIONS, EXCEPT PER SHARE AMOUNTS) |
Q1
|
|
|
Q4
|
|
|
Q3
|
|
|
Q2
|
|
|
Q1
|
|
|
Q4
|
|
|
Q3
|
|
|
Q2
|
|
||||||||
Revenues
1
|
$
|
15,208
|
|
|
$
|
16,006
|
|
|
$
|
14,858
|
|
|
$
|
13,276
|
|
|
$
|
12,631
|
|
|
$
|
13,065
|
|
|
$
|
12,276
|
|
|
$
|
9,444
|
|
Net income
|
1,256
|
|
|
3,028
|
|
|
941
|
|
|
1,664
|
|
|
1,855
|
|
|
2,083
|
|
|
992
|
|
|
958
|
|
||||||||
Net income to shareholders
|
615
|
|
|
1,884
|
|
|
163
|
|
|
680
|
|
|
857
|
|
|
1,046
|
|
|
228
|
|
|
225
|
|
||||||||
Per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
– diluted
|
$
|
0.58
|
|
|
$
|
1.87
|
|
|
$
|
0.11
|
|
|
$
|
0.62
|
|
|
$
|
0.84
|
|
|
$
|
1.02
|
|
|
$
|
0.20
|
|
|
$
|
0.19
|
|
– basic
|
0.59
|
|
|
1.91
|
|
|
0.11
|
|
|
0.64
|
|
|
0.85
|
|
|
1.05
|
|
|
0.20
|
|
|
0.20
|
|
1.
|
2017 revenues have not been restated as we adopted IFRS 15 using the modified retrospective method as at January 1, 2018.
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||
FOR THE PERIODS ENDED
(MILLIONS) |
Q1
|
|
|
Q4
|
|
|
Q3
|
|
|
Q2
|
|
|
Q1
|
|
|
Q4
|
|
|
Q3
|
|
|
Q2
|
|
||||||||
Fair value changes
|
$
|
169
|
|
|
$
|
257
|
|
|
$
|
132
|
|
|
$
|
833
|
|
|
$
|
572
|
|
|
$
|
280
|
|
|
$
|
132
|
|
|
$
|
213
|
|
Income taxes
|
(236
|
)
|
|
884
|
|
|
(144
|
)
|
|
(339
|
)
|
|
(153
|
)
|
|
(110
|
)
|
|
(259
|
)
|
|
(119
|
)
|
||||||||
Net impact
|
$
|
(67
|
)
|
|
$
|
1,141
|
|
|
$
|
(12
|
)
|
|
$
|
494
|
|
|
$
|
419
|
|
|
$
|
170
|
|
|
$
|
(127
|
)
|
|
$
|
94
|
|
•
|
In the first quarter of 2019, revenues decreased slightly from the prior quarter primarily due to seasonality at our residential homebuilding business and certain of our private equity operations as well as a decrease in sales volumes at our road fuel distribution business. In addition, the absence of a deferred tax recovery in our Corporate segment, as well as higher depreciation and amortization expenses due to the impact of revaluation gains reported in the fourth quarter contributed to the decrease in net income.
|
•
|
The increase in revenues in the fourth quarter of 2018 is due primarily to recent acquisitions, including a full quarter of revenues from GGP following the privatization, as well as the impact of same-store growth across the business. Consolidated net income is higher than prior period due to gains on sales of businesses, fair value valuation gains on investment properties and a deferred tax recovery in our Corporate segment. These increases were partially offset by higher interest expense from new borrowings to fund acquisitions and debts assumed from acquired businesses.
|
•
|
Revenues increased in the third quarter primarily due to recent acquisitions across all segments, including the privatization of GGP, and same-store growth, in particular improved pricing at our graphite electrode manufacturing business. Higher interest and depreciation expenses associated with recent acquisitions, and the recognition of a deferred tax expense associated with the GGP privatization, more than offset the increase in revenues.
|
•
|
The increase in revenues in the second quarter of 2018 is primarily attributable to recent acquisitions, additional home closings in our North American residential business and improved pricing at our graphite electrodes manufacturing business. Increases in direct costs offset these changes in revenue. While net income also benefited from strong performance at Norbord and valuation and transaction-related gains in our Real Estate segment, results were more than offset by higher income tax expenses and the absence of a one-time gain recognized on the sale of a business in the first quarter.
|
•
|
In the first quarter of 2018, revenues decreased due to the seasonality of our residential homebuilding and construction services businesses, partially offset by a full quarter of revenues contributed by recent acquisitions in our Renewable Power segment. Net income benefited from investment property valuation gains and other fair value gains recognized in the current quarter.
|
•
|
The increase in revenues in the fourth quarter of 2017 is attributable to same-store growth in existing operations across our business and acquisitions throughout the year. Net income benefited from gains from the sale of the European logistics company and from
a change in basis of accounting for Norbord.
|
•
|
Revenues in the third quarter of 2017 increased as a result of incremental contributions from acquisitions made partway through the second quarter of 2017, as described below, that have now contributed to a full quarter. Current quarter acquisitions also added to the increase, namely the acquisition of a fuel marketing business in our Private Equity segment. Results were partially offset by higher income tax expenses in the quarter.
|
•
|
The overall increase in results in the second quarter of 2017 is predominantly attributab
le to acquisitions completed in the quarter, including the regulated gas transmission operation and the leading water treatment business, both in Brazil and the U.K. road fuel distribution business.
|
|
Distribution per Security
|
||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Class A and B
1
Limited Voting Shares (“Class A and B shares”)
|
$
|
0.16
|
|
|
$
|
0.15
|
|
|
$
|
0.14
|
|
Class A Preferred Shares
|
|
|
|
|
|
||||||
Series 2
|
0.13
|
|
|
0.11
|
|
|
0.09
|
|
|||
Series 4 + Series 7
|
0.13
|
|
|
0.11
|
|
|
0.09
|
|
|||
Series 8
|
0.19
|
|
|
0.16
|
|
|
0.13
|
|
|||
Series 9
|
0.13
|
|
|
0.14
|
|
|
0.18
|
|
|||
Series 13
|
0.13
|
|
|
0.11
|
|
|
0.09
|
|
|||
Series 15
|
0.12
|
|
|
0.09
|
|
|
0.06
|
|
|||
Series 17
|
0.22
|
|
|
0.23
|
|
|
0.22
|
|
|||
Series 18
|
0.22
|
|
|
0.23
|
|
|
0.22
|
|
|||
Series 24
|
0.14
|
|
|
0.15
|
|
|
0.14
|
|
|||
Series 25
|
0.19
|
|
|
0.16
|
|
|
0.14
|
|
|||
Series 26
2
|
0.16
|
|
|
0.17
|
|
|
0.21
|
|
|||
Series 28
3
|
0.13
|
|
|
0.13
|
|
|
0.22
|
|
|||
Series 30
4
|
0.22
|
|
|
0.23
|
|
|
0.23
|
|
|||
Series 32
5
|
0.24
|
|
|
0.22
|
|
|
0.21
|
|
|||
Series 34
|
0.20
|
|
|
0.21
|
|
|
0.20
|
|
|||
Series 36
|
0.23
|
|
|
0.24
|
|
|
0.23
|
|
|||
Series 37
|
0.23
|
|
|
0.24
|
|
|
0.23
|
|
|||
Series 38
|
0.21
|
|
|
0.22
|
|
|
0.21
|
|
|||
Series 40
|
0.21
|
|
|
0.22
|
|
|
0.21
|
|
|||
Series 42
|
0.21
|
|
|
0.22
|
|
|
0.21
|
|
|||
Series 44
|
0.24
|
|
|
0.25
|
|
|
0.24
|
|
|||
Series 46
|
0.23
|
|
|
0.24
|
|
|
0.33
|
|
|||
Series 48
6
|
0.22
|
|
|
0.23
|
|
|
—
|
|
1.
|
Class B Limited Voting Shares (“Class B shares”).
|
2.
|
Dividend rate reset commenced March 31, 2017.
|
3.
|
Dividend rate reset commenced June 30, 2017.
|
4.
|
Dividend rate reset commenced December 31, 2017.
|
5.
|
Dividend rate reset commenced September 30, 2018.
|
6.
|
Issued September 13, 2017.
|
i.
|
Asset management
operations include managing our listed partnerships, private funds and public securities on behalf of our investors and ourselves. We generate contractual base management fees for these activities as well as incentive distributions and performance income, including performance fees, transaction fees and carried interest. Common equity in our asset management segment is immaterial.
|
ii.
|
Real estate
operations include the ownership, operation and development of core office, core retail, LP investments and other properties.
|
iii.
|
Renewable power
operations include the ownership, operation and development of hydroelectric, wind, solar, storage and other power generating facilities.
|
iv.
|
Infrastructure
operations include the ownership, operation and development of utilities, transport, energy, data infrastructure and sustainable resource assets.
|
v.
|
Private equity
operations include a broad range of industries, and are mostly focused on business services, infrastructure services and industrial operations.
|
vi.
|
Residential development
operations consist of homebuilding, condominium development and land development.
|
vii.
|
Corporate activities
include the investment of cash and financial assets, as well as the management of our corporate leverage, including corporate borrowings and preferred equity, which fund a portion of the capital invested in our other operations. Certain corporate costs such as technology and operations are incurred on behalf of our operating segments and allocated to each operating segment based on an internal pricing framework.
|
1.
|
See definition in Glossary of Terms beginning on page
52
.
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018 AND FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
Revenues
1
|
|
FFO
2
|
|
Common Equity
|
||||||||||||||||||||||||||||||
2019
|
|
|
2018
|
|
|
Change
|
|
2019
|
|
|
2018
|
|
|
Change
|
|
2019
|
|
|
2018
|
|
|
Change
|
|||||||||||||
Asset Management
|
$
|
519
|
|
|
$
|
499
|
|
|
$
|
20
|
|
|
$
|
323
|
|
|
$
|
363
|
|
|
$
|
(40
|
)
|
|
$
|
329
|
|
|
$
|
328
|
|
|
$
|
1
|
|
Real Estate
|
2,601
|
|
|
1,885
|
|
|
716
|
|
|
250
|
|
|
439
|
|
|
(189
|
)
|
|
17,716
|
|
|
17,423
|
|
|
293
|
|
|||||||||
Renewable Power
|
1,043
|
|
|
942
|
|
|
101
|
|
|
154
|
|
|
100
|
|
|
54
|
|
|
5,218
|
|
|
5,302
|
|
|
(84
|
)
|
|||||||||
Infrastructure
|
1,731
|
|
|
1,116
|
|
|
615
|
|
|
194
|
|
|
341
|
|
|
(147
|
)
|
|
2,739
|
|
|
2,887
|
|
|
(148
|
)
|
|||||||||
Private Equity
|
9,238
|
|
|
8,220
|
|
|
1,018
|
|
|
175
|
|
|
54
|
|
|
121
|
|
|
4,373
|
|
|
4,279
|
|
|
94
|
|
|||||||||
Residential Development
|
439
|
|
|
459
|
|
|
(20
|
)
|
|
(22
|
)
|
|
(33
|
)
|
|
11
|
|
|
2,652
|
|
|
2,606
|
|
|
46
|
|
|||||||||
Corporate Activities
|
218
|
|
|
53
|
|
|
165
|
|
|
(23
|
)
|
|
(94
|
)
|
|
71
|
|
|
(6,633
|
)
|
|
(7,178
|
)
|
|
545
|
|
|||||||||
Total Segments
|
$
|
15,789
|
|
|
$
|
13,174
|
|
|
$
|
2,615
|
|
|
$
|
1,051
|
|
|
$
|
1,170
|
|
|
$
|
(119
|
)
|
|
$
|
26,394
|
|
|
$
|
25,647
|
|
|
$
|
747
|
|
1.
|
Revenues include inter-segment revenues which are adjusted to arrive at external revenues for IFRS purposes. Please refer to Note 3(c) of the consolidated financial statements.
|
2.
|
Total FFO is a non-IFRS measure – see definition in Glossary of Terms beginning on page
52
.
|
•
|
contributions from recent acquisitions as described above;
|
•
|
same-store growth, including improved pricing due to re-contracting initiatives in our renewable power business, higher volumes in our Infrastructure segment’s energy operations and improved margins in our business services operations within our Private Equity segment; and
|
•
|
the market turnaround following a turbulent fourth quarter which resulted in sizable mark-to-market gains in our corporate cash and financial assets portfolio; partially offset by
|
•
|
our reduced ownership interest in BPY following the privatization of GGP in the third quarter of 2018 as well as lower earnings generated by our core retail operations; and
|
•
|
lower FFO in Norbord due to pricing decreases as well as higher losses on our energy contracts due in part to lower capacity revenues.
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
Private Funds
|
|
|
Listed
Partnerships
|
|
|
Public
Securities
|
|
|
Total 2019
|
|
|
Total 2018
|
|
|||||
Real estate
|
$
|
34,234
|
|
|
$
|
24,486
|
|
|
$
|
—
|
|
|
$
|
58,720
|
|
|
$
|
53,653
|
|
Renewable power
|
8,195
|
|
|
15,924
|
|
|
—
|
|
|
24,119
|
|
|
21,419
|
|
|||||
Infrastructure
|
17,496
|
|
|
19,276
|
|
|
—
|
|
|
36,772
|
|
|
33,712
|
|
|||||
Private equity
|
10,869
|
|
|
3,860
|
|
|
—
|
|
|
14,729
|
|
|
15,367
|
|
|||||
Diversified
|
—
|
|
|
—
|
|
|
15,242
|
|
|
15,242
|
|
|
13,377
|
|
|||||
March 31, 2019
|
$
|
70,794
|
|
|
$
|
63,546
|
|
|
$
|
15,242
|
|
|
$
|
149,582
|
|
|
n/a
|
|
|
December 31, 2018
|
$
|
69,812
|
|
|
$
|
54,339
|
|
|
$
|
13,377
|
|
|
n/a
|
|
|
$
|
137,528
|
|
AS AT AND FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
Private Funds
|
|
|
Listed
Partnerships
|
|
|
Public
Securities
|
|
|
Total
|
|
||||
Balance, December 31, 2018
|
$
|
69,812
|
|
|
$
|
54,339
|
|
|
$
|
13,377
|
|
|
$
|
137,528
|
|
Inflows
|
1,456
|
|
|
693
|
|
|
632
|
|
|
2,781
|
|
||||
Outflows
|
—
|
|
|
—
|
|
|
(882
|
)
|
|
(882
|
)
|
||||
Distributions
|
(114
|
)
|
|
(1,594
|
)
|
|
—
|
|
|
(1,708
|
)
|
||||
Market valuation
|
118
|
|
|
10,158
|
|
|
2,164
|
|
|
12,440
|
|
||||
Other
|
(478
|
)
|
|
(50
|
)
|
|
(49
|
)
|
|
(577
|
)
|
||||
Change
|
982
|
|
|
9,207
|
|
|
1,865
|
|
|
12,054
|
|
||||
Balance, March 31, 2019
|
$
|
70,794
|
|
|
$
|
63,546
|
|
|
$
|
15,242
|
|
|
$
|
149,582
|
|
•
|
$1.5 billion
of inflows, including $0.9 billion of commitments to our third flagship real estate fund as well as $0.5 billion of other co-investment and separately managed account capital; partially offset by
|
•
|
$0.5 billion
of capital related to a legacy retail fund that is no longer fee bearing.
|
•
|
$10.2 billion
increase in the market valuation of our listed partnerships as a result of increased unit prices;
|
•
|
$0.7 billion
of inflows, including a Canadian bond issuance at BPY and preferred equity issued at BIP, BEP and BPY; partially offset by
|
•
|
$1.6 billion
of distributions, including distributions to unitholders and unit repurchases.
|
•
|
$2.2 billion
increase in the net asset value of investments across our mutual funds and separately managed accounts; partially offset by
|
•
|
$0.3 billion of net redemptions within our natural resources and real estate public funds.
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
|
|
Revenues
|
|
FFO
|
||||||||||||
Ref.
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|||||
Fee related earnings
|
i
|
|
$
|
400
|
|
|
$
|
475
|
|
|
$
|
238
|
|
|
$
|
343
|
|
Realized carried interest
|
ii
|
|
119
|
|
|
24
|
|
|
85
|
|
|
20
|
|
||||
Asset Management FFO
|
|
|
$
|
519
|
|
|
$
|
499
|
|
|
$
|
323
|
|
|
$
|
363
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized carried interest
|
|
|
|
|
|
|
|
|
|
||||||||
Generated
|
|
|
|
|
|
|
$
|
324
|
|
|
$
|
343
|
|
||||
Foreign exchange
|
|
|
|
|
|
|
8
|
|
|
18
|
|
||||||
|
|
|
|
|
|
|
332
|
|
|
361
|
|
||||||
Less: direct costs
|
|
|
|
|
|
|
(90
|
)
|
|
(115
|
)
|
||||||
Unrealized carried interest, net
|
iii
|
|
|
|
|
|
$
|
242
|
|
|
$
|
246
|
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Fee revenues
|
|
|
|
||||
Base management fees
|
$
|
336
|
|
|
$
|
281
|
|
Incentive distributions
|
64
|
|
|
50
|
|
||
Performance fees
|
—
|
|
|
143
|
|
||
Transaction and advisory fees
|
—
|
|
|
1
|
|
||
|
400
|
|
|
475
|
|
||
Direct costs and other
|
(162
|
)
|
|
(132
|
)
|
||
Fee related earnings
|
$
|
238
|
|
|
$
|
343
|
|
1.
|
See definition in Glossary of Terms beginning on page
52
.
|
•
|
Base management fees earned from our private funds, listed partnerships and public securities businesses increased by
$55 million
to
$336 million
, a 20% increase from 2018. The increase is due to:
|
◦
|
$48 million increase in private funds fees due to private fund capital raised, predominantly in our latest flagship real estate and private equity funds; and
|
◦
|
$7 million
increase in listed partnership fees from higher capitalization across the listed partnerships as a result of unit price appreciation and capital markets activity.
|
•
|
Incentive distributions from BIP, BEP and BPY increased by
$14 million
to
$64 million
, a
28%
increase from
2018
. The growth represents our share as manager of increases in per unit distributions by BIP, BEP and BPY of 7%, 5% and 5%, respectively, as well as the impact of equity issued by BPY and BIP.
|
•
|
Performance fees in the prior year quarter were earned from BBU and are calculated on an escalating threshold as 20% of the quarterly average unit price over the previous threshold. The current threshold is $41.96 (March 31, 2018 – $36.72).
|
•
|
Direct costs and other consist primarily of employee expenses and professional fees, as well as business related technology costs and other shared services. Direct costs increased by
$30 million
year over year as we continue to build out our organization to manage the aforementioned growth in fee bearing capital.
|
|
2019
|
|
2018
|
||||||||||||||||||||
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
Unrealized
Carried
Interest
|
|
|
Direct
Costs
|
|
|
Net
|
|
|
Unrealized
Carried Interest |
|
|
Direct
Costs |
|
|
Net
|
|
||||||
Accumulated unrealized, beginning of period
|
$
|
2,486
|
|
|
$
|
(754
|
)
|
|
$
|
1,732
|
|
|
$
|
2,079
|
|
|
$
|
(649
|
)
|
|
$
|
1,430
|
|
In-period change
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized in period
|
324
|
|
|
(89
|
)
|
|
235
|
|
|
343
|
|
|
(109
|
)
|
|
234
|
|
||||||
Foreign currency revaluation
|
8
|
|
|
(1
|
)
|
|
7
|
|
|
18
|
|
|
(6
|
)
|
|
12
|
|
||||||
|
332
|
|
|
(90
|
)
|
|
242
|
|
|
361
|
|
|
(115
|
)
|
|
246
|
|
||||||
Less: realized
|
(119
|
)
|
|
34
|
|
|
(85
|
)
|
|
(24
|
)
|
|
4
|
|
|
(20
|
)
|
||||||
|
213
|
|
|
(56
|
)
|
|
157
|
|
|
337
|
|
|
(111
|
)
|
|
226
|
|
||||||
Accumulated unrealized, end of period
|
$
|
2,699
|
|
|
$
|
(810
|
)
|
|
$
|
1,889
|
|
|
$
|
2,416
|
|
|
$
|
(760
|
)
|
|
$
|
1,656
|
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
AND FOR THE THREE MONTHS ENDED MAR. 31 (MILLIONS) |
|
|
Revenues
|
|
FFO
|
|
Common Equity
|
||||||||||||||||||
Ref.
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|||||||
Brookfield Property Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity units
1
|
i
|
|
$
|
2,074
|
|
|
$
|
1,594
|
|
|
$
|
159
|
|
|
$
|
191
|
|
|
$
|
15,289
|
|
|
$
|
15,160
|
|
Preferred shares
|
|
|
9
|
|
|
19
|
|
|
9
|
|
|
19
|
|
|
166
|
|
|
435
|
|
||||||
|
|
|
2,083
|
|
|
1,613
|
|
|
168
|
|
|
210
|
|
|
15,455
|
|
|
15,595
|
|
||||||
Other real estate investments
|
ii
|
|
518
|
|
|
272
|
|
|
22
|
|
|
(5
|
)
|
|
2,261
|
|
|
1,828
|
|
||||||
Realized disposition gains
|
iii
|
|
—
|
|
|
—
|
|
|
60
|
|
|
234
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
$
|
2,601
|
|
|
$
|
1,885
|
|
|
$
|
250
|
|
|
$
|
439
|
|
|
$
|
17,716
|
|
|
$
|
17,423
|
|
1.
|
Brookfield’s equity units in BPY consist of 432.6 million redemption-exchange units, 81.7 million Class A limited partnership units, 4.8 million special limited partnership units, 0.1 million general partnership units, and 3.0 million BPR Class A shares, together representing an effective economic interest
2
of 55% of BPY.
|
2.
|
See “Economic ownership interest” in the Glossary of Terms beginning on page
52
.
|
i.
|
Brookfield Property Partners
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Core office
|
$
|
140
|
|
|
$
|
153
|
|
Core retail
|
184
|
|
|
116
|
|
||
LP investments
1
|
86
|
|
|
96
|
|
||
Corporate
1
|
(103
|
)
|
|
(97
|
)
|
||
Attributable to unitholders
|
307
|
|
|
268
|
|
||
Non-controlling interests
|
(141
|
)
|
|
(83
|
)
|
||
Segment reallocation and other
2
|
(7
|
)
|
|
6
|
|
||
Brookfield’s interest
|
$
|
159
|
|
|
$
|
191
|
|
1.
|
BPY realigned its segments during the prior year. Comparative figures have been restated to conform with the new segment presentation.
|
2.
|
Reflects fee related earnings and net carried interest reclassified to asset management segment and asset management expenses not included in operating FFO.
|
•
|
the incremental contributions from BPR on a consolidated basis, after the privatization of GGP; partially offset by
|
•
|
higher operating and interest expenses associated with our incremental ownership in BPR.
|
•
|
the absence of FFO from assets sold, most notably a portfolio of self-storage properties, a U.S. logistics portfolio and several multifamily assets; and
|
•
|
the impact of lower foreign exchange rates.
|
ii.
|
Other Real Estate Investments
|
•
|
contributions from our direct interest in a portfolio of operating and development assets in New York and from our direct investment in BSREP III, neither of which were owned during the prior year quarter; and
|
•
|
same-store growth at our residential and multifamily properties.
|
iii.
|
Realized Disposition Gains
|
•
|
interests in our opportunistic Shanghai retail portfolio, contributing a net gain of
$28 million
;
|
•
|
a partial interest in our directly held multifamily property portfolio, contributing a net gain of $17 million; and
|
•
|
full or partial interests in a number of retail and opportunistic properties for a total of $15 million, including the sale of several Brazilian office properties and various multifamily properties in the U.S.
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
AND FOR THE THREE MONTHS ENDED MAR. 31 (MILLIONS) |
|
|
Revenues
|
|
FFO
|
|
Common Equity
|
||||||||||||||||||
Ref.
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|||||||
Brookfield Renewable Partners
1
|
i
|
|
$
|
1,091
|
|
|
$
|
954
|
|
|
$
|
130
|
|
|
$
|
110
|
|
|
$
|
4,679
|
|
|
$
|
4,749
|
|
Energy contracts
2
|
ii
|
|
(48
|
)
|
|
(12
|
)
|
|
(48
|
)
|
|
(10
|
)
|
|
539
|
|
|
553
|
|
||||||
Realized disposition gains
|
iii
|
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
$
|
1,043
|
|
|
$
|
942
|
|
|
$
|
154
|
|
|
$
|
100
|
|
|
$
|
5,218
|
|
|
$
|
5,302
|
|
1.
|
Brookfield’s interest in BEP consists of 129.7 million redemption-exchange units, 56.1 million Class A limited partnership units and 2.7 million general partnership units; together representing an economic interest of 61% of BEP. Segment revenues at BEP include $245 million (2018 – $151 million) revenue from TERP.
|
2.
|
Known as Brookfield Energy Marketing prior to the internalization of the function by BEP effective October 31, 2018. Refer to Reference ii below for more information.
|
i.
|
Brookfield Renewable Partners
|
1.
|
Proportionate to BEP; refer to definition of
Proportionate basis generation
in Glossary of Terms beginning on page
52
.
|
2.
|
Includes incentive distributions paid to Brookfield of
$12 million
(
2018
–
$10 million
) as the general partner of BEP.
|
•
|
a $6 million increase in North American FFO as generation was 2% higher than the prior year quarter (17% above LTA) while we also benefited from both cost reduction initiatives as well as the transfer of BAM’s North American energy marketing
|
•
|
an increase of $5 million in our Colombian business due to inflation indexation in our power purchase agreements, higher realized market prices and cost reduction initiatives; partially offset by
|
•
|
a $1 million decrease in our Brazilian operations as the impact of unfavorable foreign exchange more than offset contributions from a 5% increase in generation and the positive impact of re-contracting initiatives.
|
•
|
contributions from our increased ownership in TERP, a portfolio of European wind assets acquired in the second quarter of 2018 and recently commissioned development projects; and
|
•
|
improved pricing from re-contracting initiatives; partially offset by
|
•
|
the impact of unfavorable foreign exchange rates in Brazil.
|
ii.
|
Energy Contracts
|
iii.
|
Realized Disposition Gains
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018 AND FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
|
|
Revenues
|
|
FFO
|
|
Common Equity
|
||||||||||||||||||
Ref.
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|||||||
Brookfield Infrastructure Partners
1
|
i
|
|
$
|
1,635
|
|
|
$
|
1,030
|
|
|
$
|
92
|
|
|
$
|
89
|
|
|
$
|
1,958
|
|
|
$
|
1,916
|
|
Sustainable resources and other
|
ii
|
|
96
|
|
|
86
|
|
|
11
|
|
|
8
|
|
|
781
|
|
|
971
|
|
||||||
Realized disposition gains
|
iii
|
|
—
|
|
|
—
|
|
|
91
|
|
|
244
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
$
|
1,731
|
|
|
$
|
1,116
|
|
|
$
|
194
|
|
|
$
|
341
|
|
|
$
|
2,739
|
|
|
$
|
2,887
|
|
1.
|
Brookfield’s interest in BIP consists of 115.8 million redemption-exchange units, 0.2 million limited partnership units and 1.6 million general partnership units together representing an economic interest of 30% of BIP.
|
i.
|
Brookfield Infrastructure Partners
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Utilities
|
$
|
137
|
|
|
$
|
169
|
|
Transport
|
139
|
|
|
137
|
|
||
Energy
|
107
|
|
|
66
|
|
||
Data infrastructure
|
28
|
|
|
19
|
|
||
Corporate
|
(60
|
)
|
|
(58
|
)
|
||
Attributable to unitholders
|
351
|
|
|
333
|
|
||
Non-controlling interests and other
1
|
(259
|
)
|
|
(244
|
)
|
||
Brookfield’s interest
|
$
|
92
|
|
|
$
|
89
|
|
1.
|
Includes incentive distributions paid to Brookfield of
$38 million
(
2018
–
$34 million
) as the general partner of BIP.
|
•
|
the absence of contributions from our Chilean electricity transmission business which was sold late in the first quarter of 2018;
|
•
|
increased borrowing costs from the issuance of debt by our Brazilian regulated gas transmission business; and
|
•
|
the impact of lower foreign exchange rates; partially offset by
|
•
|
5% organic growth primarily due to inflation-indexation and strong connection activity at our U.K. regulated distribution business.
|
•
|
6% same-store growth on a constant currency basis primarily from higher agricultural volumes in our rail business, GDP-linked volume growth at our port operations and higher traffic and tariffs at a majority of our toll road operations; partially offset by
|
•
|
lower iron ore volumes in our Australian rail business;
|
•
|
the expiry of one of our state concessions in our Brazilian toll road business; and
|
•
|
the impact of lower foreign exchange rates.
|
•
|
contributions from recent acquisitions, including our North American residential infrastructure and Canadian natural gas midstream businesses;
|
•
|
higher transportation volumes from recently secured contracts in our North American natural gas transmission business; and
|
•
|
higher revenues at our natural gas storage business due to colder winter weather.
|
•
|
contributions from recent acquisitions, including our global data center portfolio;
|
•
|
inflation indexation resulting in same-store growth of 13%; and
|
•
|
capital commissioned at our French telecommunications business.
|
ii.
|
Sustainable Resources and Other
|
iii.
|
Realized Disposition Gains
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018 AND FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
|
|
Revenues
|
|
FFO
|
|
Common Equity
|
||||||||||||||||||
Ref.
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|||||||
Brookfield Business Partners
1
|
i
|
|
$
|
9,221
|
|
|
$
|
8,210
|
|
|
$
|
139
|
|
|
$
|
2
|
|
|
$
|
2,065
|
|
|
$
|
2,017
|
|
Norbord
|
ii
|
|
—
|
|
|
—
|
|
|
25
|
|
|
52
|
|
|
1,267
|
|
|
1,287
|
|
||||||
Other investments
|
iii
|
|
17
|
|
|
10
|
|
|
11
|
|
|
5
|
|
|
1,041
|
|
|
975
|
|
||||||
Realized disposition gains
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
$
|
9,238
|
|
|
$
|
8,220
|
|
|
$
|
175
|
|
|
$
|
54
|
|
|
$
|
4,373
|
|
|
$
|
4,279
|
|
1.
|
Brookfield’s interest in BBU consists of 63.1 million redemption-exchange units, 24.8 million limited partnership units and eight general partnership units together representing an economic interest of 68% of BBU.
|
i.
|
Brookfield Business Partners
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Business services
1
|
$
|
32
|
|
|
$
|
17
|
|
Infrastructure services
1
|
102
|
|
|
22
|
|
||
Industrial operations
1
|
81
|
|
|
114
|
|
||
Corporate
|
(10
|
)
|
|
(15
|
)
|
||
Attributable to unitholders
|
205
|
|
|
138
|
|
||
Performance fees
|
—
|
|
|
(143
|
)
|
||
Non-controlling interests
|
(66
|
)
|
|
2
|
|
||
Segment reallocation and other
2
|
—
|
|
|
5
|
|
||
Brookfield’s interest
|
$
|
139
|
|
|
$
|
2
|
|
1.
|
BBU reclassified its segments during the prior year. Comparative figures have been restated to conform with the new segment presentation.
|
2.
|
Segment reallocation and other refers to disposition gains, net of NCI, included in BBU’s operating FFO that we reclassify to realized disposition gains. This allows us to present FFO attributable to unitholders on the same basis as BBU.
|
•
|
higher margins from increased project activity at our construction services business; and
|
•
|
increased margins at our road fuel distribution business.
|
•
|
lower ownership of our graphite electrode manufacturing business following the IPO and secondary offerings in the prior year; and
|
•
|
the sale of our Australian energy operations during the fourth quarter of the prior year; partially offset by
|
•
|
stronger pricing and performance at our palladium mining operations.
|
ii.
|
Norbord
|
iii.
|
Other Investments
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018 AND FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
Revenues
|
|
FFO
|
|
Common Equity
|
||||||||||||||||||
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|||||||
North America
|
$
|
364
|
|
|
$
|
283
|
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
1,790
|
|
|
$
|
1,758
|
|
Brazil and other
|
75
|
|
|
176
|
|
|
(23
|
)
|
|
(29
|
)
|
|
862
|
|
|
848
|
|
||||||
|
$
|
439
|
|
|
$
|
459
|
|
|
$
|
(22
|
)
|
|
$
|
(33
|
)
|
|
$
|
2,652
|
|
|
$
|
2,606
|
|
•
|
U.S. housing operations’ contributed an additional $13 million of FFO, resulting primarily from a 50% increase in the number of home closings; and
|
•
|
Canadian housing operations’ results improved by $1 million as an increase in home closings was partially offset by a decrease in the margin percentage as a result of geographic and product mix of homes sold.
|
Revenues
|
|
FFO
|
|
Common Equity
|
|||||||||||||||||||
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|||||||
Corporate cash and financial assets, net
|
$
|
90
|
|
|
$
|
26
|
|
|
$
|
98
|
|
|
$
|
22
|
|
|
$
|
3,894
|
|
|
$
|
2,275
|
|
Corporate borrowings
1
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
(78
|
)
|
|
(7,459
|
)
|
|
(6,409
|
)
|
||||||
Preferred equity
2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,149
|
)
|
|
(4,168
|
)
|
||||||
Other corporate investments
|
128
|
|
|
27
|
|
|
3
|
|
|
(1
|
)
|
|
46
|
|
|
43
|
|
||||||
Corporate costs and taxes/net working capital
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(37
|
)
|
|
1,035
|
|
|
1,081
|
|
||||||
|
$
|
218
|
|
|
$
|
53
|
|
|
$
|
(23
|
)
|
|
$
|
(94
|
)
|
|
$
|
(6,633
|
)
|
|
$
|
(7,178
|
)
|
1.
|
Repaid C$600 million of corporate debt with cash on hand subsequent to quarter end.
|
2.
|
FFO excludes preferred share distributions of
$37 million
(2018 –
$38 million
).
|
|
|
|
Corporate
|
|
Consolidated
|
|
Our Share
|
||||||||||||||||||
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
Ref.
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||||
Corporate borrowings
|
i
|
|
$
|
7,459
|
|
|
$
|
6,409
|
|
|
$
|
7,459
|
|
|
$
|
6,409
|
|
|
$
|
7,459
|
|
|
$
|
6,409
|
|
Non-recourse borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subsidiary borrowings
|
i
|
|
—
|
|
|
—
|
|
|
7,308
|
|
|
8,600
|
|
|
4,228
|
|
|
5,174
|
|
||||||
Property-specific borrowings
|
i
|
|
—
|
|
|
—
|
|
|
104,242
|
|
|
103,209
|
|
|
38,409
|
|
|
35,943
|
|
||||||
|
|
|
7,459
|
|
|
6,409
|
|
|
119,009
|
|
|
118,218
|
|
|
50,096
|
|
|
47,526
|
|
||||||
Accounts payable and other
|
|
|
2,827
|
|
|
2,299
|
|
|
27,928
|
|
|
23,989
|
|
|
11,890
|
|
|
10,297
|
|
||||||
Deferred income tax liabilities
|
|
|
233
|
|
|
197
|
|
|
12,511
|
|
|
12,236
|
|
|
4,261
|
|
|
4,425
|
|
||||||
Subsidiary equity obligations
|
|
|
—
|
|
|
—
|
|
|
3,941
|
|
|
3,876
|
|
|
1,882
|
|
|
1,658
|
|
||||||
Liabilities associated with assets classified as held for sale
|
|
|
—
|
|
|
—
|
|
|
2,272
|
|
|
812
|
|
|
229
|
|
|
262
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-controlling interests
|
|
|
—
|
|
|
—
|
|
|
68,021
|
|
|
67,335
|
|
|
—
|
|
|
—
|
|
||||||
Preferred equity
|
ii
|
|
4,149
|
|
|
4,168
|
|
|
4,149
|
|
|
4,168
|
|
|
4,149
|
|
|
4,168
|
|
||||||
Common equity
|
iii
|
|
26,394
|
|
|
25,647
|
|
|
26,394
|
|
|
25,647
|
|
|
26,394
|
|
|
25,647
|
|
||||||
|
|
|
30,543
|
|
|
29,815
|
|
|
98,564
|
|
|
97,150
|
|
|
30,543
|
|
|
29,815
|
|
||||||
Total capitalization
|
|
|
$
|
41,062
|
|
|
$
|
38,720
|
|
|
$
|
264,225
|
|
|
$
|
256,281
|
|
|
$
|
98,901
|
|
|
$
|
93,983
|
|
Debt to capitalization
|
|
|
18
|
%
|
|
17
|
%
|
|
45
|
%
|
|
46
|
%
|
|
51
|
%
|
|
51
|
%
|
1.
|
See definition in Glossary of Terms beginning on page
52
.
|
|
Average Rate
|
|
Average Term (Years)
|
|
Consolidated
|
||||||||||||
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
2019
|
|
|
2018
|
|
|
2019
|
|
2018
|
|
2019
|
|
|
2018
|
|
||
Term debt
|
4.6
|
%
|
|
4.5
|
%
|
|
10
|
|
10
|
|
$
|
7,508
|
|
|
$
|
6,450
|
|
Revolving facilities
|
—
|
%
|
|
—
|
%
|
|
4
|
|
4
|
|
—
|
|
|
—
|
|
||
Deferred financing costs
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
(49
|
)
|
|
(41
|
)
|
||
Total
|
|
|
|
|
|
|
|
|
$
|
7,459
|
|
|
$
|
6,409
|
|
Fixed Rate
|
|
Floating Rate
|
|||||||||||||||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||||||||||||
Average Rate
|
|
|
Consolidated
|
|
|
Average Rate
|
|
|
Consolidated
|
|
|
Average Rate
|
|
|
Consolidated
|
|
|
Average Rate
|
|
|
Consolidated
|
|
|||||
Corporate borrowings
|
4.6
|
%
|
|
$
|
7,459
|
|
|
4.5
|
%
|
|
$
|
6,409
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
Subsidiary borrowings
|
4.7
|
%
|
|
5,641
|
|
|
4.8
|
%
|
|
5,296
|
|
|
4.3
|
%
|
|
1,667
|
|
|
4.0
|
%
|
|
3,304
|
|
||||
Property-specific borrowings
|
5.2
|
%
|
|
40,993
|
|
|
4.9
|
%
|
|
39,318
|
|
|
5.2
|
%
|
|
63,249
|
|
|
5.1
|
%
|
|
63,891
|
|
||||
Total
|
5.0
|
%
|
|
$
|
54,093
|
|
|
4.9
|
%
|
|
$
|
51,023
|
|
|
5.2
|
%
|
|
$
|
64,916
|
|
|
5.0
|
%
|
|
$
|
67,195
|
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
Outstanding at beginning of period
|
955.1
|
|
|
958.8
|
|
Issued (repurchased)
|
|
|
|
||
Repurchases
|
(1.0
|
)
|
|
(5.2
|
)
|
Long-term share ownership plans
1
|
1.1
|
|
|
3.4
|
|
Dividend reinvestment plan and others
|
0.1
|
|
|
—
|
|
Outstanding at end of period
|
955.3
|
|
|
957.0
|
|
Unexercised options and other share-based plans
1
|
49.7
|
|
|
46.5
|
|
Total diluted shares at end of period
|
1,005.0
|
|
|
1,003.5
|
|
1.
|
Includes management share option plan and restricted stock plan.
|
•
|
Cash and financial assets, net of deposits and other associated liabilities; and
|
•
|
Undrawn committed credit facilities.
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
Corporate
|
|
|
Real Estate
|
|
|
Renewable Power
|
|
|
Infrastructure
|
|
|
Private Equity
|
|
|
Total
2019 |
|
|
Total 2018
|
|
|||||||
Cash and financial assets, net
|
$
|
3,894
|
|
|
$
|
35
|
|
|
$
|
319
|
|
|
$
|
482
|
|
|
$
|
823
|
|
|
$
|
5,553
|
|
|
$
|
3,752
|
|
Undrawn committed credit facilities
|
1,865
|
|
|
1,565
|
|
|
1,393
|
|
|
595
|
|
|
825
|
|
|
6,243
|
|
|
7,061
|
|
|||||||
Core liquidity
|
5,759
|
|
|
1,600
|
|
|
1,712
|
|
|
1,077
|
|
|
1,648
|
|
|
11,796
|
|
|
10,813
|
|
|||||||
Uncalled private fund commitments
|
—
|
|
|
14,227
|
|
|
611
|
|
|
3,531
|
|
|
6,142
|
|
|
24,511
|
|
|
23,575
|
|
|||||||
Total liquidity
|
$
|
5,759
|
|
|
$
|
15,827
|
|
|
$
|
2,323
|
|
|
$
|
4,608
|
|
|
$
|
7,790
|
|
|
$
|
36,307
|
|
|
$
|
34,388
|
|
1.
|
See definition in Glossary of Terms beginning on page
52
.
|
•
|
Fee related earnings from our asset management activities and proceeds in the form of realized carried interest from asset sales within private funds.
|
•
|
Distributions from invested capital, in particular our listed partnerships.
|
•
|
Other invested capital earnings: comprised of our wholly owned investments offset by corporate interest expense, corporate costs and taxes and dividends paid on preferred shares.
|
•
|
$238 million
fee related earnings;
|
•
|
$85 million
realized carried interest, net;
|
•
|
$383 million
of distributions from our listed partnerships and other investments; partially offset by
|
•
|
other invested capital earnings, including preferred share dividends paid, which resulted in expenses of $200 million.
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
1) Asset management FFO
|
|
|
|
||||
Fee revenues
|
$
|
400
|
|
|
$
|
475
|
|
Direct costs
|
(162
|
)
|
|
(132
|
)
|
||
Fee related earnings
|
238
|
|
|
343
|
|
||
Realized carried interest
|
85
|
|
|
20
|
|
||
|
323
|
|
|
363
|
|
||
2) Distributions from investments
|
|
|
|
||||
Listed partnerships
|
346
|
|
|
326
|
|
||
Corporate cash and financial assets
|
7
|
|
|
46
|
|
||
Other investments
|
30
|
|
|
18
|
|
||
|
383
|
|
|
390
|
|
||
3) Other invested capital earnings
|
|
|
|
||||
Corporate borrowings
|
(87
|
)
|
|
(78
|
)
|
||
Corporate costs and taxes
|
(37
|
)
|
|
(37
|
)
|
||
Other wholly owned investments
|
(39
|
)
|
|
(38
|
)
|
||
|
(163
|
)
|
|
(153
|
)
|
||
Preferred share dividends
|
(37
|
)
|
|
(38
|
)
|
||
Cash available for distribution and/or reinvestment
|
$
|
506
|
|
|
$
|
562
|
|
AS AT MAR. 31, 2019
(MILLIONS, EXCEPT PER UNIT AMOUNTS) |
Ownership %
|
|
|
Brookfield Owned Units
|
|
|
Distributions
Per Unit
1
|
|
|
Quoted Value
2
|
|
|
Annualized Distributions (Current Rate)
3
|
|
|
First Quarter Distributions (Actual)
|
|
||||
Distributions from investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Listed partnerships
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Brookfield Property Partners
4
|
55
|
%
|
|
522.3
|
|
|
$
|
1.32
|
|
|
$
|
10,910
|
|
|
$
|
701
|
|
|
$
|
181
|
|
Brookfield Renewable Partners
|
61
|
%
|
|
188.4
|
|
|
2.06
|
|
|
6,019
|
|
|
388
|
|
|
99
|
|
||||
Brookfield Infrastructure Partners
|
30
|
%
|
|
117.7
|
|
|
2.01
|
|
|
4,927
|
|
|
237
|
|
|
61
|
|
||||
Brookfield Business Partners
|
68
|
%
|
|
87.9
|
|
|
0.25
|
|
|
3,477
|
|
|
22
|
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
|
1,348
|
|
|
346
|
|
||||||||
Corporate cash and financial assets
5
|
various
|
|
|
various
|
|
|
various
|
|
|
3,894
|
|
|
238
|
|
|
7
|
|
||||
Other investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Norbord
|
43
|
%
|
|
34.8
|
|
|
1.20
|
|
|
958
|
|
|
42
|
|
|
11
|
|
||||
Other
6
|
various
|
|
|
various
|
|
|
various
|
|
|
various
|
|
|
75
|
|
|
19
|
|
||||
|
|
|
|
|
|
|
|
|
117
|
|
|
30
|
|
||||||||
Total
|
$
|
1,703
|
|
|
$
|
383
|
|
1.
|
Based on current distribution policies.
|
2.
|
Quoted value represents the value of Brookfield owned units as at market close on March 31, 2019.
|
3.
|
Distributions (current rate) are calculated by multiplying units held as at
March 31, 2019
by distributions per unit. Actual dividends may differ due to timing of dividend increases and payment of special dividends, which are not factored into the current rate calculation. See definition in Glossary of Terms beginning on page
52
.
|
4.
|
BPY’s quoted value includes
$166 million
of preferred shares. Fully diluted ownership is
51%
, assuming conversion of convertible preferred shares held by a third party. BPY’s first quarter distributions include
$9 million
of preferred share dividends received by the Corporation.
|
5.
|
Includes cash and cash equivalents and financial assets net of deposits.
|
6.
|
Other includes cash distributions from Acadian, our 27.5% interest in a BAM-sponsored real estate venture in New York and a listed investment in our Private Equity segment.
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Operating activities
|
$
|
1,596
|
|
|
$
|
1,272
|
|
Financing activities
|
25
|
|
|
1,042
|
|
||
Investing activities
|
(3,231
|
)
|
|
(1,398
|
)
|
||
Change in cash and cash equivalents
|
$
|
(1,610
|
)
|
|
$
|
916
|
|
|
Core Office
|
|
Core Retail
|
|
LP Investments
and Other
|
|
Weighted Average
|
||||||||||||||||
AS AT MAR. 31, 2019 AND DEC. 31, 2018
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Discount rate
|
6.7
|
%
|
|
6.8
|
%
|
|
7.1
|
%
|
|
7.1
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
7.2
|
%
|
|
7.2
|
%
|
Terminal capitalization rate
|
5.7
|
%
|
|
5.7
|
%
|
|
6.0
|
%
|
|
6.0
|
%
|
|
6.9
|
%
|
|
6.9
|
%
|
|
6.1
|
%
|
|
6.1
|
%
|
Investment horizon (years)
|
11
|
|
|
11
|
|
|
12
|
|
|
12
|
|
|
8
|
|
|
8
|
|
|
10
|
|
|
10
|
|
AS AT MAR. 31, 2019
(MILLIONS) |
Fair Value
|
|
Sensitivity
|
|
|||
Core office
|
|
|
|
||||
United States
|
$
|
15,808
|
|
|
$
|
812
|
|
Canada
|
4,459
|
|
|
456
|
|
||
Australia
|
2,433
|
|
|
180
|
|
||
Europe
|
1,547
|
|
|
—
|
|
||
Brazil
|
329
|
|
|
3
|
|
||
Core retail
|
17,740
|
|
|
612
|
|
||
LP investments and other
|
|
|
|
||||
LP investments office
|
7,403
|
|
|
278
|
|
||
LP investments retail
|
3,081
|
|
|
121
|
|
||
Logistics
|
69
|
|
|
3
|
|
||
Mixed-use
|
2,649
|
|
|
120
|
|
||
Multifamily
|
4,177
|
|
|
206
|
|
||
Triple net lease
|
5,105
|
|
|
176
|
|
||
Self-storage
|
949
|
|
|
33
|
|
||
Student housing
|
2,385
|
|
|
98
|
|
||
Manufactured housing
|
2,375
|
|
|
104
|
|
||
Other investment properties
1
|
14,497
|
|
|
298
|
|
||
Total
|
$
|
85,006
|
|
|
$
|
3,500
|
|
1.
|
Includes investments in office, mixed-use and student housing properties which are held through our direct investment in BSREP III as well as other directly held investment properties.
|
•
|
The consolidated financial statements accompanied by this MD&A give a true and fair view of the assets, liabilities, financial position, and profit or loss of the company and the undertakings included in the consolidated financial statements taken as whole; and
|
•
|
The management report included in this MD&A gives a true and fair review of the information required under the Dutch Act regarding the company and the undertakings included in the consolidated financial statements taken as a whole as of
March 31, 2019
, and of the development and performance of the business for the three months then ended.
|
•
|
We have
42
active funds across major asset classes; real estate, infrastructure/renewable power and private equity.
These funds include core, credit, value-add and opportunistic closed-end funds and core long-life funds. We refer to these funds as our
private funds.
|
•
|
We refer to BPY, BEP, BIP and BBU as our
listed partnerships
.
|
•
|
We refer to our public securities group as
public securities
. This group
manages fee bearing capital through numerous funds and separately managed accounts, focused on fixed income and equity securities.
|
•
|
Acadian
– Acadian Timber Corp.
|
•
|
BBU
– Brookfield Business Partners L.P.
|
•
|
BEMI
– Brookfield Energy Marketing Inc.
|
•
|
BEP
– Brookfield Renewable Partners L.P.
|
•
|
BIP
– Brookfield Infrastructure Partners L.P.
|
•
|
BPY
– Brookfield Property Partners L.P.
|
•
|
BPR
– Brookfield Property REIT Inc. (formerly GGP Inc.)
|
•
|
GGP
– GGP Inc.
|
•
|
Norbord
– Norbord Inc.
|
•
|
TerraForm Power (“TERP”)
– TerraForm Power, Inc.
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Total consolidated liabilities and equity
|
$
|
264,225
|
|
|
$
|
256,281
|
|
Add: our share of debt of investments in associates
|
10,355
|
|
|
9,533
|
|
||
Less: non-controlling interests’ share of liabilities
|
|
|
|
||||
Non-recourse borrowings
|
(79,268
|
)
|
|
(80,225
|
)
|
||
Liabilities associated with assets held for sale
|
(2,043
|
)
|
|
(550
|
)
|
||
Accounts payable and other
|
(16,038
|
)
|
|
(13,692
|
)
|
||
Deferred tax liabilities
|
(8,250
|
)
|
|
(7,811
|
)
|
||
Subsidiary equity obligations
|
(2,059
|
)
|
|
(2,218
|
)
|
||
Non-controlling interests
|
(68,021
|
)
|
|
(67,335
|
)
|
||
Total capitalization at our share
|
$
|
98,901
|
|
|
$
|
93,983
|
|
AS AT MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Carry eligible capital
|
$
|
59,153
|
|
|
$
|
46,558
|
|
Less:
|
|
|
|
||||
Uncalled private fund commitments
|
(22,614
|
)
|
|
(22,021
|
)
|
||
Co-investments and other
|
(5,736
|
)
|
|
(2,345
|
)
|
||
Funds not yet at target preferred return
|
(5,912
|
)
|
|
(2,863
|
)
|
||
Adjusted carry eligible capital
|
$
|
24,891
|
|
|
$
|
19,329
|
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Asset management FFO
|
$
|
323
|
|
|
$
|
363
|
|
Distributions from investments
|
383
|
|
|
390
|
|
||
Other invested capital earnings
|
|
|
|
||||
Corporate borrowings
|
(87
|
)
|
|
(78
|
)
|
||
Corporate costs and taxes
|
(37
|
)
|
|
(37
|
)
|
||
Other wholly owned investments
|
(39
|
)
|
|
(38
|
)
|
||
|
(163
|
)
|
|
(153
|
)
|
||
Preferred share dividends
|
(37
|
)
|
|
(38
|
)
|
||
Cash available for distribution and/or reinvestment
|
$
|
506
|
|
|
$
|
562
|
|
•
|
Inflows
include capital commitments and contributions to our private and public securities funds and equity issuances in our listed partnerships.
|
•
|
Outflows
represent distributions and redemptions of capital from within the public securities capital.
|
•
|
Distributions
represent quarterly distributions from listed partnerships as well as returns of committed capital (excluding market valuation adjustments), redemptions and expiry of uncalled commitments within our private funds.
|
•
|
Market activity
includes gains (losses) on portfolio investments, listed partnerships and public securities based on market prices.
|
•
|
Other
includes changes in net non-recourse leverage included in the determination of listed partnership capitalization and the impact of foreign exchange fluctuations on non-U.S. dollar commitments.
|
|
Total
|
|
Per Share
|
||||||||||||
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS, EXCEPT PER SHARE AMOUNTS) |
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||
Net income
|
$
|
1,256
|
|
|
$
|
1,855
|
|
|
$
|
1.25
|
|
|
$
|
1.86
|
|
Realized disposition gains recorded as fair value changes or equity
|
232
|
|
|
420
|
|
|
0.24
|
|
|
0.43
|
|
||||
Non-controlling interest in FFO
|
(1,602
|
)
|
|
(1,462
|
)
|
|
(1.64
|
)
|
|
(1.49
|
)
|
||||
Financial statement components not included in FFO
|
|
|
|
|
|
|
|
||||||||
Equity accounted fair value changes and other non-FFO items
|
251
|
|
|
333
|
|
|
0.26
|
|
|
0.34
|
|
||||
Fair value changes
|
(169
|
)
|
|
(572
|
)
|
|
(0.17
|
)
|
|
(0.59
|
)
|
||||
Depreciation and amortization
|
1,034
|
|
|
670
|
|
|
1.06
|
|
|
0.69
|
|
||||
Deferred income taxes
|
49
|
|
|
(74
|
)
|
|
0.04
|
|
|
(0.08
|
)
|
||||
Total FFO
|
$
|
1,051
|
|
|
$
|
1,170
|
|
|
$
|
1.04
|
|
|
$
|
1.16
|
|
AS AT MAR. 31, 2019
|
Current Distribution Rate
1
|
|
|
Distribution Hurdles
(per unit)
2
|
|
|
Incentive Distributions
|
||||||
Brookfield Infrastructure Partners (BIP)
|
$
|
2.01
|
|
|
$
|
0.81
|
|
/
|
$
|
0.88
|
|
|
15% / 25%
|
Brookfield Renewable Partners (BEP)
|
2.06
|
|
|
1.50
|
|
/
|
1.69
|
|
|
15% / 25%
|
|||
Brookfield Property Partners (BPY)
|
1.32
|
|
|
1.10
|
|
/
|
1.20
|
|
|
15% / 25%
|
1.
|
Current rate based on most recently announced distribution rates.
|
2.
|
We are also entitled to earn a portion of increases in distributions by TERP, based on distribution hurdles of $0.93 and $1.05. TERP's current annual distribution has not yet reached the first hurdle.
|
AS AT MAR. 31
(MILLIONS) |
Adjusted Carry Eligible Capital
1
|
|
|
Adjusted Multiple of Capital
2
|
|
Fund Target Carried Interest
3
|
|
|
Current Carried Interest
4
|
|
|
2019
|
|
|
|
|
|
|
|
||||
Real Estate
|
$
|
8,568
|
|
|
1.8x
|
|
20
|
%
|
|
16
|
%
|
Infrastructure
|
13,994
|
|
|
1.4x
|
|
20
|
%
|
|
15
|
%
|
|
Private Equity
|
2,329
|
|
|
2.7x
|
|
20
|
%
|
|
20
|
%
|
|
|
$
|
24,891
|
|
|
|
|
|
|
|
||
2018
|
|
|
|
|
|
|
|
||||
Real Estate
|
$
|
8,369
|
|
|
1.8x
|
|
20%
|
|
|
17
|
%
|
Infrastructure
|
9,105
|
|
|
1.5x
|
|
20%
|
|
|
16
|
%
|
|
Private Equity
|
1,855
|
|
|
2.6x
|
|
20%
|
|
|
20
|
%
|
|
|
$
|
19,329
|
|
|
|
|
|
|
|
1.
|
Excludes uncalled private fund commitments, co-investment capital and funds that have not met their preferred return.
|
2.
|
Adjusted Multiple of Capital represents the ratio of total distributions plus estimates of remaining value to the equity invested, and reflects performance net of fund management fees and expenses, before carried interest. Our core, credit and value add funds pay management fees of 0.90%-1.50% and our opportunistic and private equity funds pay fees of 1.50%-2.00%. Funds typically incur fund expenses of approximately 0.35% of carry eligible capital annually.
|
3.
|
Fund target carried interest percentage is the target carry average of the funds within adjusted carry eligible capital as at each period end.
|
4.
|
When a fund has achieved its preferred return, we earn an accelerated percentage of the additional fund profit until we have earned the fund target carried interest percentage. Funds in their early stage of earning carry will not yet have earned the full percentage of total fund profit to which we are entitled.
|
|
Accumulated Unrealized Carried Interest
|
|
Accumulated Unrealized Carried Interest
|
|||||||||||||||||||
(MILLIONS)
|
Mar. 31, 2019
|
|
|
Dec. 31, 2018
|
|
|
Change
|
|
|
Mar. 31, 2018
|
|
|
Dec. 31, 2017
|
|
Change
|
|
||||||
Real Estate
|
$
|
1,060
|
|
|
$
|
1,087
|
|
|
$
|
(27
|
)
|
|
$
|
1,097
|
|
|
$
|
904
|
|
$
|
193
|
|
Infrastructure
|
896
|
|
|
725
|
|
|
171
|
|
|
690
|
|
|
559
|
|
131
|
|
||||||
Private Equity
|
743
|
|
|
674
|
|
|
69
|
|
|
629
|
|
|
616
|
|
13
|
|
||||||
Accumulated unrealized carried interest
|
2,699
|
|
|
2,486
|
|
|
213
|
|
|
2,416
|
|
|
2,079
|
|
337
|
|
||||||
Less: associated expenses
1
|
(810
|
)
|
|
(754
|
)
|
|
(56
|
)
|
|
(760
|
)
|
|
(649
|
)
|
(111
|
)
|
||||||
Accumulated unrealized carry, net
|
$
|
1,889
|
|
|
$
|
1,732
|
|
|
157
|
|
|
1,656
|
|
|
1,430
|
|
226
|
|
||||
Add: realized carried interest, net
|
|
|
|
|
85
|
|
|
|
|
|
20
|
|
||||||||||
Unrealized carried interest, net
|
|
|
|
|
$
|
242
|
|
|
|
|
|
|
|
$
|
246
|
|
1.
|
Carried interest generated is subject to taxes and long-term incentive expenses to investment professionals. These expenses are typically 30%-35% of carried interest generated.
|
(UNAUDITED)
AS AT MAR. 31, 2019 AND DEC. 31, 2018 (MILLIONS) |
Note
|
|
2019
|
|
|
2018
|
|
||
Assets
|
|
|
|
|
|
||||
Cash and cash equivalents
|
5
|
|
$
|
6,740
|
|
|
$
|
8,390
|
|
Other financial assets
|
5,6
|
|
7,004
|
|
|
6,227
|
|
||
Accounts receivable and other
|
5,6
|
|
16,554
|
|
|
16,931
|
|
||
Inventory
|
6
|
|
7,219
|
|
|
6,989
|
|
||
Assets classified as held for sale
|
7
|
|
4,025
|
|
|
2,185
|
|
||
Equity accounted investments
|
|
|
34,373
|
|
|
33,647
|
|
||
Investment properties
|
8
|
|
85,006
|
|
|
84,309
|
|
||
Property, plant and equipment
|
9
|
|
72,902
|
|
|
67,294
|
|
||
Intangible assets
|
|
|
18,720
|
|
|
18,762
|
|
||
Goodwill
|
|
|
8,929
|
|
|
8,815
|
|
||
Deferred income tax assets
|
|
|
2,753
|
|
|
2,732
|
|
||
Total Assets
|
|
|
$
|
264,225
|
|
|
$
|
256,281
|
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||||
Corporate borrowings
|
5,6
|
|
$
|
7,459
|
|
|
$
|
6,409
|
|
Accounts payable and other
|
5,6
|
|
27,928
|
|
|
23,989
|
|
||
Liabilities associated with assets classified as held for sale
|
7
|
|
2,272
|
|
|
812
|
|
||
Non-recourse borrowings of managed entities
|
5,6
|
|
111,550
|
|
|
111,809
|
|
||
Deferred income tax liabilities
|
|
|
12,511
|
|
|
12,236
|
|
||
Subsidiary equity obligations
|
5
|
|
3,941
|
|
|
3,876
|
|
||
|
|
|
|
|
|
||||
Equity
|
|
|
|
|
|
||||
Preferred equity
|
|
|
4,149
|
|
|
4,168
|
|
||
Non-controlling interests
|
|
|
68,021
|
|
|
67,335
|
|
||
Common equity
|
11
|
|
26,394
|
|
|
25,647
|
|
||
Total equity
|
|
|
98,564
|
|
|
97,150
|
|
||
Total Liabilities and Equity
|
|
|
$
|
264,225
|
|
|
$
|
256,281
|
|
(UNAUDITED)
FOR THE THREE MONTHS ENDED MAR. 31 (MILLIONS, EXCEPT PER SHARE AMOUNTS) |
Note
|
|
2019
|
|
|
2018
|
|
||
Revenues
|
12
|
|
$
|
15,208
|
|
|
$
|
12,631
|
|
Direct costs
|
|
|
(11,585
|
)
|
|
(10,091
|
)
|
||
Other income and gains
|
|
|
32
|
|
|
342
|
|
||
Equity accounted income
|
|
|
344
|
|
|
288
|
|
||
Expenses
|
|
|
|
|
|
||||
Interest
|
|
|
(1,616
|
)
|
|
(1,037
|
)
|
||
Corporate costs
|
|
|
(26
|
)
|
|
(27
|
)
|
||
Fair value changes
|
13
|
|
169
|
|
|
572
|
|
||
Depreciation and amortization
|
|
|
(1,034
|
)
|
|
(670
|
)
|
||
Income taxes
|
|
|
(236
|
)
|
|
(153
|
)
|
||
Net income
|
|
|
$
|
1,256
|
|
|
$
|
1,855
|
|
Net income attributable to:
|
|
|
|
|
|
||||
Shareholders
|
|
|
$
|
615
|
|
|
$
|
857
|
|
Non-controlling interests
|
|
|
641
|
|
|
998
|
|
||
|
|
|
$
|
1,256
|
|
|
$
|
1,855
|
|
Net income per share:
|
|
|
|
|
|
||||
Diluted
|
11
|
|
$
|
0.58
|
|
|
$
|
0.84
|
|
Basic
|
11
|
|
0.59
|
|
|
0.85
|
|
(UNAUDITED)
FOR THE THREE MONTHS ENDED MAR. 31 (MILLIONS) |
2019
|
|
|
2018
|
|
||
Net income
|
$
|
1,256
|
|
|
$
|
1,855
|
|
Other comprehensive income (loss)
|
|
|
|
||||
Items that may be reclassified to net income
|
|
|
|
||||
Financial contracts and power sale agreements
|
4
|
|
|
31
|
|
||
Marketable securities
|
45
|
|
|
(1
|
)
|
||
Equity accounted investments
|
4
|
|
|
12
|
|
||
Foreign currency translation
|
266
|
|
|
309
|
|
||
Income taxes
|
(11
|
)
|
|
(19
|
)
|
||
|
308
|
|
|
332
|
|
||
Items that will not be reclassified to net income
|
|
|
|
||||
Revaluations of property, plant and equipment
|
—
|
|
|
(1
|
)
|
||
Revaluation of pension obligations
|
(7
|
)
|
|
5
|
|
||
Equity accounted investments
|
(1
|
)
|
|
—
|
|
||
Marketable securities
|
367
|
|
|
75
|
|
||
Income taxes
|
(50
|
)
|
|
1
|
|
||
|
309
|
|
|
80
|
|
||
Other comprehensive income
|
617
|
|
|
412
|
|
||
Comprehensive income
|
$
|
1,873
|
|
|
$
|
2,267
|
|
Attributable to:
|
|
|
|
||||
Shareholders
|
|
|
|
||||
Net income
|
$
|
615
|
|
|
$
|
857
|
|
Other comprehensive income
|
220
|
|
|
141
|
|
||
Comprehensive income
|
$
|
835
|
|
|
$
|
998
|
|
|
|
|
|
||||
Non-controlling interests
|
|
|
|
||||
Net income
|
$
|
641
|
|
|
$
|
998
|
|
Other comprehensive income
|
397
|
|
|
271
|
|
||
Comprehensive income
|
$
|
1,038
|
|
|
$
|
1,269
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other
Comprehensive Income
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
(UNAUDITED) AS AT AND FOR THE THREE MONTHS ENDED MAR. 31, 2019 (MILLIONS)
|
Common
Share
Capital
|
|
|
Contributed
Surplus
|
|
|
Retained
Earnings
|
|
|
Ownership
Changes
1
|
|
|
Revaluation
Surplus
|
|
|
Currency
Translation
|
|
|
Other
Reserves
2
|
|
|
Common
Equity
|
|
|
Preferred
Equity
|
|
|
Non-
controlling
Interests
|
|
|
Total
Equity
|
|
|||||||||||
Balance as at
December 31, 2018 |
$
|
4,457
|
|
|
$
|
271
|
|
|
$
|
14,244
|
|
|
$
|
645
|
|
|
$
|
7,556
|
|
|
$
|
(1,833
|
)
|
|
$
|
307
|
|
|
$
|
25,647
|
|
|
$
|
4,168
|
|
|
$
|
67,335
|
|
|
$
|
97,150
|
|
Changes in period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
615
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
615
|
|
|
—
|
|
|
641
|
|
|
1,256
|
|
|||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
153
|
|
|
220
|
|
|
—
|
|
|
397
|
|
|
617
|
|
|||||||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
615
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
153
|
|
|
835
|
|
|
—
|
|
|
1,038
|
|
|
1,873
|
|
|||||||||||
Shareholder distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Common equity
|
—
|
|
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
|||||||||||
Preferred equity
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||||||||
Non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,488
|
)
|
|
(2,488
|
)
|
|||||||||||
Other items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Equity issuances, net of redemptions
|
11
|
|
|
(6
|
)
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(19
|
)
|
|
898
|
|
|
847
|
|
|||||||||||
Share-based compensation
|
—
|
|
|
13
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||||||
Ownership changes
|
—
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|
(205
|
)
|
|
52
|
|
|
1
|
|
|
138
|
|
|
—
|
|
|
1,238
|
|
|
1,376
|
|
|||||||||||
Total change in period
|
11
|
|
|
7
|
|
|
371
|
|
|
290
|
|
|
(205
|
)
|
|
119
|
|
|
154
|
|
|
747
|
|
|
(19
|
)
|
|
686
|
|
|
1,414
|
|
|||||||||||
Balance as at
March 31, 2019 |
$
|
4,468
|
|
|
$
|
278
|
|
|
$
|
14,615
|
|
|
$
|
935
|
|
|
$
|
7,351
|
|
|
$
|
(1,714
|
)
|
|
$
|
461
|
|
|
$
|
26,394
|
|
|
$
|
4,149
|
|
|
$
|
68,021
|
|
|
$
|
98,564
|
|
1.
|
Includes gains or losses on changes in ownership interests of consolidated subsidiaries.
|
2.
|
Includes changes in fair value of marketable securities, cash flow hedges, actuarial changes on pension plans and equity accounted other comprehensive income, net of associated income taxes.
|
|
|
|
|
|
|
|
|
|
Accumulated Other
Comprehensive Income
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
(UNAUDITED) AS AT AND FOR THE THREE MONTHS ENDED MAR. 31, 2018 (MILLIONS)
|
Common
Share Capital |
|
|
Contributed
Surplus |
|
|
Retained
Earnings |
|
|
Ownership
Changes 1 |
|
|
Revaluation
Surplus |
|
|
Currency
Translation |
|
|
Other
Reserves 2 |
|
|
Common
Equity |
|
|
Preferred
Equity |
|
|
Non-
controlling Interests |
|
|
Total
Equity |
|
|||||||||||
Balance as at
December 31, 2017 |
$
|
4,428
|
|
|
$
|
263
|
|
|
$
|
11,864
|
|
|
$
|
1,459
|
|
|
$
|
6,881
|
|
|
$
|
(878
|
)
|
|
$
|
35
|
|
|
$
|
24,052
|
|
|
$
|
4,192
|
|
|
$
|
51,628
|
|
|
$
|
79,872
|
|
Changes in accounting policies
3
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(218
|
)
|
|
—
|
|
|
(84
|
)
|
|
(302
|
)
|
|||||||||||
Adjusted balance as at January 1, 2018
|
4,428
|
|
|
263
|
|
|
11,649
|
|
|
1,459
|
|
|
6,881
|
|
|
(878
|
)
|
|
32
|
|
|
23,834
|
|
|
4,192
|
|
|
51,544
|
|
|
79,570
|
|
|||||||||||
Changes in period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
857
|
|
|
—
|
|
|
998
|
|
|
1,855
|
|
|||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
39
|
|
|
99
|
|
|
141
|
|
|
—
|
|
|
271
|
|
|
412
|
|
|||||||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
857
|
|
|
—
|
|
|
3
|
|
|
39
|
|
|
99
|
|
|
998
|
|
|
—
|
|
|
1,269
|
|
|
2,267
|
|
|||||||||||
Shareholder distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Common equity
|
—
|
|
|
—
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
|||||||||||
Preferred equity
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||||||||||
Non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,643
|
)
|
|
(1,643
|
)
|
|||||||||||
Other items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Equity issuances, net of redemptions
|
15
|
|
|
(30
|
)
|
|
(187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
1,632
|
|
|
1,430
|
|
|||||||||||
Share-based compensation
|
—
|
|
|
13
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|||||||||||
Ownership changes
|
—
|
|
|
—
|
|
|
191
|
|
|
11
|
|
|
(191
|
)
|
|
4
|
|
|
(12
|
)
|
|
3
|
|
|
—
|
|
|
(136
|
)
|
|
(133
|
)
|
|||||||||||
Total change in period
|
15
|
|
|
(17
|
)
|
|
671
|
|
|
11
|
|
|
(188
|
)
|
|
43
|
|
|
87
|
|
|
622
|
|
|
—
|
|
|
1,123
|
|
|
1,745
|
|
|||||||||||
Balance as at
March 31, 2018 |
$
|
4,443
|
|
|
$
|
246
|
|
|
$
|
12,320
|
|
|
$
|
1,470
|
|
|
$
|
6,693
|
|
|
$
|
(835
|
)
|
|
$
|
119
|
|
|
$
|
24,456
|
|
|
$
|
4,192
|
|
|
$
|
52,667
|
|
|
$
|
81,315
|
|
1.
|
Includes gains or losses on changes in ownership interests of consolidated subsidiaries.
|
2.
|
Includes changes in fair value of marketable securities, cash flow hedges, actuarial changes on pension plans and equity accounted other comprehensive income, net of associated income taxes.
|
3.
|
Relates to adoption of IFRS 9
Financial Instruments
and IFRS 15
Revenue from Contracts with Customers
.
|
(UNAUDITED)
FOR THE THREE MONTHS ENDED MAR. 31 (MILLIONS) |
Note
|
|
2019
|
|
|
2018
|
|
||
Operating activities
|
|
|
|
|
|
||||
Net income
|
|
|
$
|
1,256
|
|
|
$
|
1,855
|
|
Other income and gains
|
|
|
(32
|
)
|
|
(342
|
)
|
||
Share of undistributed equity accounted earnings
|
|
|
(212
|
)
|
|
366
|
|
||
Fair value changes
|
13
|
|
(169
|
)
|
|
(572
|
)
|
||
Depreciation and amortization
|
|
|
1,034
|
|
|
670
|
|
||
Deferred income taxes
|
|
|
49
|
|
|
(74
|
)
|
||
Investments in residential inventory
|
|
|
(31
|
)
|
|
(61
|
)
|
||
Net change in non-cash working capital balances
|
|
|
(299
|
)
|
|
(570
|
)
|
||
|
|
|
1,596
|
|
|
1,272
|
|
||
Financing activities
|
|
|
|
|
|
||||
Corporate borrowings arranged
|
|
|
992
|
|
|
1,003
|
|
||
Commercial paper and bank borrowings, net
|
|
|
—
|
|
|
(103
|
)
|
||
Non-recourse borrowings arranged
|
|
|
8,396
|
|
|
9,288
|
|
||
Non-recourse borrowings repaid
|
|
|
(6,996
|
)
|
|
(8,002
|
)
|
||
Non-recourse credit facilities, net
|
|
|
(440
|
)
|
|
(566
|
)
|
||
Subsidiary equity obligations issued
|
|
|
2
|
|
|
162
|
|
||
Subsidiary equity obligations redeemed
|
|
|
(5
|
)
|
|
(342
|
)
|
||
Capital provided from non-controlling interests
|
|
|
1,603
|
|
|
1,667
|
|
||
Capital repaid to non-controlling interests
|
|
|
(705
|
)
|
|
(35
|
)
|
||
Repayment of lease liability
|
|
|
(100
|
)
|
|
—
|
|
||
Preferred equity redemptions
|
|
|
(13
|
)
|
|
—
|
|
||
Common shares issued
|
|
|
4
|
|
|
5
|
|
||
Common shares repurchased
|
|
|
(35
|
)
|
|
(211
|
)
|
||
Distributions to non-controlling interests
|
|
|
(2,488
|
)
|
|
(1,643
|
)
|
||
Distributions to shareholders
|
|
|
(190
|
)
|
|
(181
|
)
|
||
|
|
|
25
|
|
|
1,042
|
|
||
Investing activities
|
|
|
|
|
|
||||
Acquisitions
|
|
|
|
|
|
||||
Investment properties
|
|
|
(979
|
)
|
|
(442
|
)
|
||
Property, plant and equipment
|
|
|
(538
|
)
|
|
(351
|
)
|
||
Equity accounted investments
|
|
|
(925
|
)
|
|
(197
|
)
|
||
Financial assets and other
|
|
|
(1,601
|
)
|
|
(834
|
)
|
||
Acquisition of subsidiaries
|
|
|
(2,253
|
)
|
|
(2,385
|
)
|
||
Dispositions
|
|
|
|
|
|
||||
Investment properties
|
|
|
914
|
|
|
758
|
|
||
Property, plant and equipment
|
|
|
14
|
|
|
529
|
|
||
Equity accounted investments
|
|
|
640
|
|
|
1,328
|
|
||
Financial assets and other
|
|
|
1,391
|
|
|
383
|
|
||
Disposition of subsidiaries
|
|
|
35
|
|
|
5
|
|
||
Restricted cash and deposits
|
|
|
71
|
|
|
(192
|
)
|
||
|
|
|
(3,231
|
)
|
|
(1,398
|
)
|
||
Cash and cash equivalents
|
|
|
|
|
|
||||
Change in cash and cash equivalents
|
|
|
(1,610
|
)
|
|
916
|
|
||
Net change in cash classified within assets held for sale
|
|
|
(56
|
)
|
|
(17
|
)
|
||
Foreign exchange revaluation
|
|
|
16
|
|
|
6
|
|
||
Balance, beginning of period
|
|
|
8,390
|
|
|
5,139
|
|
||
Balance, end of period
|
|
|
$
|
6,740
|
|
|
$
|
6,044
|
|
1.
|
CORPORATE INFORMATION
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
(MILLIONS)
|
Balance at
December 31, 2018
|
|
|
IFRS 16 Adjustments
|
|
|
Balance at
January 1, 2019
|
|
|||
Assets
|
|
|
|
|
|
||||||
Inventory
|
$
|
6,989
|
|
|
$
|
22
|
|
|
$
|
7,011
|
|
Investment properties
|
84,309
|
|
|
928
|
|
|
85,237
|
|
|||
Property, plant and equipment
|
67,294
|
|
|
3,416
|
|
|
70,710
|
|
|||
Other assets
|
97,689
|
|
|
—
|
|
|
97,689
|
|
|||
Total assets
|
$
|
256,281
|
|
|
$
|
4,366
|
|
|
$
|
260,647
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Accounts payable and other
|
$
|
23,989
|
|
|
$
|
4,366
|
|
|
$
|
28,355
|
|
Other liabilities
|
135,142
|
|
|
—
|
|
|
135,142
|
|
|||
Total liabilities
|
159,131
|
|
|
4,366
|
|
|
163,497
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Preferred equity
|
4,168
|
|
|
—
|
|
|
4,168
|
|
|||
Non-controlling interests
|
67,335
|
|
|
—
|
|
|
67,335
|
|
|||
Common equity
|
25,647
|
|
|
—
|
|
|
25,647
|
|
|||
Total equity
|
97,150
|
|
|
—
|
|
|
97,150
|
|
|||
Total liabilities and equity
|
$
|
256,281
|
|
|
$
|
4,366
|
|
|
$
|
260,647
|
|
•
|
investment property ground leases of
$928 million
on certain buildings classified as investment properties within our Real Estate segment; and
|
•
|
leases of ROU property, plant and equipment of
$3.4 billion
across our operating segments, including wind farm ground leases in our renewable power operations, ports in our infrastructure operations, hospitality assets in our real estate operations, fuel tanks and other equipment leases in certain of our private equity operations as well as various corporate office leases.
|
3.
|
SEGMENTED INFORMATION
|
a)
|
Operating Segments
|
i.
|
Asset management
operations include managing our listed partnerships, private funds and public securities on behalf of our investors and ourselves. We generate contractual base management fees for these activities as well as incentive distributions and performance income, including performance fees, transaction fees and carried interest. Common equity in our asset management segment is immaterial.
|
ii.
|
Real estate
operations include the ownership, operation and development of core office, core retail, LP investments and other properties.
|
iii.
|
Renewable power
operations include the ownership, operation and development of hydroelectric, wind, solar, storage and other power generating facilities.
|
iv.
|
Infrastructure
operations include the ownership, operation and development of utilities, transport, energy, data infrastructure and sustainable resource assets.
|
v.
|
Private equity
operations include a broad range of industries, and are mostly focused on business services, infrastructure services and industrial operations.
|
vi.
|
Residential development
operations consist of homebuilding, condominium development and land development.
|
vii.
|
Corporate activities
include the investment of cash and financial assets, as well as the management of our corporate leverage, including corporate borrowings and preferred equity, which fund a portion of the capital invested in our other operations. Certain corporate costs such as technology and operations are incurred on behalf of our operating segments and allocated to each operating segment based on an internal pricing framework.
|
b)
|
Segment Financial Measures
|
c)
|
Reportable Segment Measures
|
AS AT AND FOR THE THREE MONTHS ENDED MAR. 31, 2019 (MILLIONS)
|
Asset
Management |
|
|
Real Estate
|
|
|
Renewable
Power |
|
|
Infrastructure
|
|
|
Private Equity
|
|
|
Residential Development
|
|
|
Corporate
Activities |
|
|
Total
Segments |
|
|
Note
|
||||||||
External revenues
|
$
|
46
|
|
|
$
|
2,590
|
|
|
$
|
1,032
|
|
|
$
|
1,731
|
|
|
$
|
9,144
|
|
|
$
|
439
|
|
|
$
|
226
|
|
|
$
|
15,208
|
|
|
|
Inter-segment revenues
|
473
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
(8
|
)
|
|
581
|
|
|
i
|
||||||||
Segmented revenues
|
519
|
|
|
2,601
|
|
|
1,043
|
|
|
1,731
|
|
|
9,238
|
|
|
439
|
|
|
218
|
|
|
15,789
|
|
|
|
||||||||
FFO from equity accounted investments
|
—
|
|
|
274
|
|
|
12
|
|
|
231
|
|
|
67
|
|
|
4
|
|
|
7
|
|
|
595
|
|
|
ii
|
||||||||
Interest expense
|
—
|
|
|
(880
|
)
|
|
(226
|
)
|
|
(219
|
)
|
|
(207
|
)
|
|
(13
|
)
|
|
(87
|
)
|
|
(1,632
|
)
|
|
iii
|
||||||||
Current income taxes
|
—
|
|
|
(16
|
)
|
|
(26
|
)
|
|
(65
|
)
|
|
(30
|
)
|
|
(3
|
)
|
|
(47
|
)
|
|
(187
|
)
|
|
iv
|
||||||||
Funds from operations
|
323
|
|
|
250
|
|
|
154
|
|
|
194
|
|
|
175
|
|
|
(22
|
)
|
|
(23
|
)
|
|
1,051
|
|
|
v
|
||||||||
Common equity
|
329
|
|
|
17,716
|
|
|
5,218
|
|
|
2,739
|
|
|
4,373
|
|
|
2,652
|
|
|
(6,633
|
)
|
|
26,394
|
|
|
|
||||||||
Equity accounted investments
|
—
|
|
|
23,120
|
|
|
698
|
|
|
8,147
|
|
|
1,914
|
|
|
408
|
|
|
86
|
|
|
34,373
|
|
|
|
||||||||
Additions to non-current assets
1
|
—
|
|
|
1,730
|
|
|
67
|
|
|
3,720
|
|
|
229
|
|
|
17
|
|
|
6
|
|
|
5,769
|
|
|
|
1.
|
Includes equity accounted investments, investment properties, property, plant and equipment, sustainable resources, intangible assets and goodwill. Excludes non-current assets recognized on adoption of IFRS 16.
|
AS AT DEC. 31, 2018 AND FOR THE THREE MONTHS ENDED MAR. 31, 2018
(MILLIONS) |
Asset
Management |
|
|
Real Estate
|
|
|
Renewable
Power |
|
|
Infrastructure
|
|
|
Private Equity
|
|
|
Residential Development
|
|
|
Corporate
Activities |
|
|
Total
Segments |
|
|
Note
|
||||||||
External revenues
|
$
|
63
|
|
|
$
|
1,876
|
|
|
$
|
939
|
|
|
$
|
1,113
|
|
|
$
|
8,115
|
|
|
$
|
459
|
|
|
$
|
66
|
|
|
$
|
12,631
|
|
|
|
Inter-segment revenues
|
436
|
|
|
9
|
|
|
3
|
|
|
3
|
|
|
105
|
|
|
—
|
|
|
(13
|
)
|
|
543
|
|
|
i
|
||||||||
Segmented revenues
|
499
|
|
|
1,885
|
|
|
942
|
|
|
1,116
|
|
|
8,220
|
|
|
459
|
|
|
53
|
|
|
13,174
|
|
|
|
||||||||
FFO from equity accounted investments
|
—
|
|
|
228
|
|
|
12
|
|
|
239
|
|
|
140
|
|
|
5
|
|
|
(3
|
)
|
|
621
|
|
|
ii
|
||||||||
Interest expense
|
—
|
|
|
(530
|
)
|
|
(229
|
)
|
|
(122
|
)
|
|
(67
|
)
|
|
(17
|
)
|
|
(78
|
)
|
|
(1,043
|
)
|
|
iii
|
||||||||
Current income taxes
|
—
|
|
|
(6
|
)
|
|
(7
|
)
|
|
(172
|
)
|
|
(28
|
)
|
|
(4
|
)
|
|
(10
|
)
|
|
(227
|
)
|
|
iv
|
||||||||
Funds from operations
|
363
|
|
|
439
|
|
|
100
|
|
|
341
|
|
|
54
|
|
|
(33
|
)
|
|
(94
|
)
|
|
1,170
|
|
|
v
|
||||||||
Common equity
|
328
|
|
|
17,423
|
|
|
5,302
|
|
|
2,887
|
|
|
4,279
|
|
|
2,606
|
|
|
(7,178
|
)
|
|
25,647
|
|
|
|
||||||||
Equity accounted investments
|
—
|
|
|
22,949
|
|
|
685
|
|
|
7,636
|
|
|
1,943
|
|
|
395
|
|
|
39
|
|
|
33,647
|
|
|
|
||||||||
Additions to non-current assets
1
|
—
|
|
|
3,073
|
|
|
270
|
|
|
242
|
|
|
124
|
|
|
76
|
|
|
155
|
|
|
3,940
|
|
|
|
1.
|
Includes equity accounted investments, investment properties, property, plant and equipment, sustainable resources, intangible assets and goodwill.
|
ii.
|
FFO from Equity Accounted Investments
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Consolidated equity accounted income
|
$
|
344
|
|
|
$
|
288
|
|
Non-FFO items from equity accounted investments
1
|
251
|
|
|
333
|
|
||
FFO from equity accounted investments
|
$
|
595
|
|
|
$
|
621
|
|
1.
|
Adjustment to back out non-FFO expenses (income) that are included in consolidated equity accounted income including depreciation and amortization, deferred taxes and fair value changes from equity accounted investments.
|
iv.
|
Current Income Taxes
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Current tax expense
|
$
|
(187
|
)
|
|
$
|
(227
|
)
|
Deferred income tax recovery/(expense)
|
(49
|
)
|
|
74
|
|
||
Income tax expense
|
$
|
(236
|
)
|
|
$
|
(153
|
)
|
v.
|
Reconciliation of Net Income to Total FFO
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
Note
|
|
2019
|
|
|
2018
|
|
||
Net income
|
|
|
$
|
1,256
|
|
|
$
|
1,855
|
|
Realized disposition gains in fair value changes or equity
|
vi
|
|
232
|
|
|
420
|
|
||
Non-controlling interests in FFO
|
|
|
(1,602
|
)
|
|
(1,462
|
)
|
||
Financial statement components not included in FFO
|
|
|
|
|
|
||||
Equity accounted fair value changes and other non-FFO items
|
|
|
251
|
|
|
333
|
|
||
Fair value changes
|
|
|
(169
|
)
|
|
(572
|
)
|
||
Depreciation and amortization
|
|
|
1,034
|
|
|
670
|
|
||
Deferred income taxes
|
|
|
49
|
|
|
(74
|
)
|
||
Total FFO
|
|
|
$
|
1,051
|
|
|
$
|
1,170
|
|
vi.
|
Realized Disposition Gains
|
d)
|
Geographic Allocation
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
United Kingdom
|
$
|
5,315
|
|
|
$
|
5,389
|
|
United States
|
3,503
|
|
|
1,964
|
|
||
Canada
|
1,836
|
|
|
1,668
|
|
||
Other Europe
|
1,142
|
|
|
458
|
|
||
Australia
|
1,048
|
|
|
1,060
|
|
||
Brazil
|
926
|
|
|
1,183
|
|
||
Asia
|
519
|
|
|
277
|
|
||
Colombia
|
501
|
|
|
268
|
|
||
Other
|
418
|
|
|
364
|
|
||
|
$
|
15,208
|
|
|
$
|
12,631
|
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
2019
|
|
|
2018
|
|
||
United States
|
$
|
128,652
|
|
|
$
|
128,808
|
|
Canada
|
28,473
|
|
|
27,850
|
|
||
United Kingdom
|
25,068
|
|
|
23,093
|
|
||
Brazil
|
23,426
|
|
|
22,539
|
|
||
Other Europe
|
14,306
|
|
|
13,250
|
|
||
Australia
|
13,844
|
|
|
13,309
|
|
||
Asia
|
12,767
|
|
|
10,479
|
|
||
Colombia
|
10,150
|
|
|
9,862
|
|
||
Other
|
7,539
|
|
|
7,091
|
|
||
|
$
|
264,225
|
|
|
$
|
256,281
|
|
4.
|
ACQUISITIONS OF CONSOLIDATED ENTITIES
|
(MILLIONS)
|
Total
|
|
|
Accounts receivable and other
|
$
|
33
|
|
Inventory
|
33
|
|
|
Investment properties
|
200
|
|
|
Property, plant and equipment
|
2,073
|
|
|
Intangible assets
|
268
|
|
|
Goodwill
|
160
|
|
|
Total assets
|
2,767
|
|
|
Less:
|
|
||
Accounts payable and other
|
(39
|
)
|
|
Deferred income tax liabilities
|
—
|
|
|
Non-controlling interests
1
|
(578
|
)
|
|
|
(617
|
)
|
|
Net assets acquired
|
$
|
2,150
|
|
|
|
||
Consideration
2
|
$
|
2,150
|
|
1.
|
Includes non-controlling interests recognized on business combinations measured as the proportionate share of fair value of the identifiable assets and liabilities on the date of acquisition.
|
2.
|
Total consideration, including amounts paid by non-controlling interests that participated in the acquisition as investors in Brookfield-sponsored private funds or as co-investors.
|
5.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
2019
|
|
2018
|
||||||||||||
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
Carrying
Value
|
|
|
Fair Value
|
|
|
Carrying
Value
|
|
|
Fair Value
|
|
||||
Financial assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
6,740
|
|
|
$
|
6,740
|
|
|
$
|
8,390
|
|
|
$
|
8,390
|
|
Other financial assets
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
110
|
|
|
110
|
|
|
88
|
|
|
88
|
|
||||
Corporate bonds
|
1,155
|
|
|
1,155
|
|
|
905
|
|
|
905
|
|
||||
Fixed income securities and other
|
921
|
|
|
921
|
|
|
1,037
|
|
|
1,037
|
|
||||
Common shares and warrants
|
3,372
|
|
|
3,372
|
|
|
2,379
|
|
|
2,379
|
|
||||
Loans and notes receivable
|
1,446
|
|
|
1,446
|
|
|
1,818
|
|
|
1,818
|
|
||||
|
7,004
|
|
|
7,004
|
|
|
6,227
|
|
|
6,227
|
|
||||
Accounts receivable and other
|
12,345
|
|
|
12,345
|
|
|
12,562
|
|
|
12,562
|
|
||||
|
$
|
26,089
|
|
|
$
|
26,089
|
|
|
$
|
27,179
|
|
|
$
|
27,179
|
|
Financial liabilities
|
|
|
|
|
|
|
|
||||||||
Corporate borrowings
|
$
|
7,459
|
|
|
$
|
7,527
|
|
|
$
|
6,409
|
|
|
$
|
6,467
|
|
Non-recourse borrowings of managed entities
|
|
|
|
|
|
|
|
||||||||
Property-specific borrowings
|
104,242
|
|
|
105,348
|
|
|
103,209
|
|
|
104,291
|
|
||||
Subsidiary borrowings
|
7,308
|
|
|
7,404
|
|
|
8,600
|
|
|
8,557
|
|
||||
|
111,550
|
|
|
112,752
|
|
|
111,809
|
|
|
112,848
|
|
||||
Accounts payable and other
|
23,051
|
|
|
23,051
|
|
|
23,989
|
|
|
23,989
|
|
||||
Subsidiary equity obligations
|
3,941
|
|
|
3,941
|
|
|
3,876
|
|
|
3,876
|
|
||||
|
$
|
146,001
|
|
|
$
|
147,271
|
|
|
$
|
146,083
|
|
|
$
|
147,180
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government bonds
|
$
|
—
|
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
—
|
|
Corporate bonds
|
—
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
632
|
|
|
—
|
|
||||||
Fixed income securities and other
|
22
|
|
|
350
|
|
|
549
|
|
|
22
|
|
|
369
|
|
|
490
|
|
||||||
Common shares and warrants
|
2,352
|
|
|
356
|
|
|
664
|
|
|
1,928
|
|
|
229
|
|
|
222
|
|
||||||
Loans and notes receivables
|
—
|
|
|
82
|
|
|
4
|
|
|
—
|
|
|
46
|
|
|
4
|
|
||||||
Accounts receivable and other
|
7
|
|
|
1,959
|
|
|
97
|
|
|
44
|
|
|
1,990
|
|
|
79
|
|
||||||
|
$
|
2,381
|
|
|
$
|
3,702
|
|
|
$
|
1,314
|
|
|
$
|
1,994
|
|
|
$
|
3,354
|
|
|
$
|
795
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and other
|
$
|
91
|
|
|
$
|
2,814
|
|
|
$
|
614
|
|
|
$
|
81
|
|
|
$
|
2,622
|
|
|
$
|
659
|
|
Subsidiary equity obligations
|
—
|
|
|
46
|
|
|
1,735
|
|
|
—
|
|
|
85
|
|
|
1,640
|
|
||||||
|
$
|
91
|
|
|
$
|
2,860
|
|
|
$
|
2,349
|
|
|
$
|
81
|
|
|
$
|
2,707
|
|
|
$
|
2,299
|
|
(MILLIONS)
Type of Asset/Liability
|
|
Carrying Value
March 31, 2019 |
|
|
Valuation
Techniques
|
|
Significant
Unobservable Inputs
|
|
Relationship of Unobservable
Inputs to Fair Value
|
|
Fixed income securities and other
|
|
$
|
549
|
|
|
Discounted cash flows
|
|
• Future cash flows
|
|
• Increases (decreases) in future cash flows increase (decrease) fair value
|
|
|
|
|
|
|
• Discount rate
|
|
• Increases (decreases) in discount rate decrease (increase) fair value
|
||
Common shares (common shares and warrants)
|
|
664
|
|
|
Black-Scholes model
|
|
• Volatility
|
|
• Increases (decreases) in volatility increase (decreases) fair value
|
|
|
|
|
|
|
|
• Term to maturity
|
|
• Increases (decreases) in term to maturity increase (decrease) fair value
|
||
|
|
|
|
|
|
• Risk free interest rate
|
|
• Increases (decreases) in the risk-free interest rate increase (decrease) fair value
|
||
Limited-life funds (subsidiary equity obligations)
|
|
(1,735
|
)
|
|
Discounted cash flows
|
|
• Future cash flows
|
|
• Increases (decreases) in future cash flows increase (decrease) fair value
|
|
|
|
|
|
|
|
• Discount rate
|
|
• Increases (decreases) in discount rate decrease (increase) fair value
|
||
|
|
|
|
|
|
• Terminal capitalization rate
|
|
• Increases (decreases) in terminal capitalization rate decrease (increase) fair value
|
||
|
|
|
|
|
|
• Investment horizon
|
|
• Increases (decreases) in the investment horizon decrease (increase) fair value
|
||
Derivative assets/Derivative liabilities (accounts receivable/payable)
|
|
97
|
/
|
|
Discounted cash flows
|
|
• Future cash flows
|
|
• Increases (decreases) in future cash flows increase (decrease) fair value
|
|
|
(614
|
)
|
|
|
|
|||||
|
|
|
|
• Forward exchange rates (from observable forward exchange rates at the end of the reporting period)
|
|
• Increases (decreases) in the forward exchange rate increase (decrease) fair value
|
||||
|
|
|
|
|
|
• Discount rate
|
|
• Increases (decreases) in discount rate decrease (increase) fair value
|
AS AT AND FOR THE THREE MONTHS ENDED MAR. 31, 2019
(MILLIONS)
|
Financial
Assets |
|
|
Financial
Liabilities |
|
||
Balance, beginning of period
|
$
|
795
|
|
|
$
|
2,299
|
|
Fair value changes in net income
|
20
|
|
|
34
|
|
||
Fair value changes in other comprehensive income
1
|
2
|
|
|
1
|
|
||
Additions, net of disposals
|
497
|
|
|
15
|
|
||
Balance, end of period
|
$
|
1,314
|
|
|
$
|
2,349
|
|
1.
|
Includes foreign currency translation.
|
|
Other Financial Assets
|
|
Accounts Receivable
and Other
|
|
Inventory
|
||||||||||||||||||
AS AT MAR. 31, 2019 AND DEC. 31, 2018 (MILLIONS)
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||||
Current portion
|
$
|
3,394
|
|
|
$
|
3,382
|
|
|
$
|
11,648
|
|
|
$
|
11,911
|
|
|
$
|
4,888
|
|
|
$
|
4,578
|
|
Non-current portion
|
3,610
|
|
|
2,845
|
|
|
4,906
|
|
|
5,020
|
|
|
2,331
|
|
|
2,411
|
|
||||||
|
$
|
7,004
|
|
|
$
|
6,227
|
|
|
$
|
16,554
|
|
|
$
|
16,931
|
|
|
$
|
7,219
|
|
|
$
|
6,989
|
|
|
Accounts Payable
and Other
1
|
|
Corporate Borrowings
|
|
Non-Recourse Borrowings of Managed Entities
|
||||||||||||||||||
AS AT MAR. 31, 2019 AND DEC. 31, 2018 (MILLIONS)
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||||
Current portion
|
$
|
14,763
|
|
|
$
|
14,337
|
|
|
$
|
450
|
|
|
$
|
440
|
|
|
$
|
10,877
|
|
|
$
|
11,159
|
|
Non-current portion
|
13,165
|
|
|
9,652
|
|
|
7,009
|
|
|
5,969
|
|
|
100,673
|
|
|
100,650
|
|
||||||
|
$
|
27,928
|
|
|
$
|
23,989
|
|
|
$
|
7,459
|
|
|
$
|
6,409
|
|
|
$
|
111,550
|
|
|
$
|
111,809
|
|
1.
|
The increase in accounts payable and other is primarily due to the adoption of IFRS 16, the new lease accounting standard. Refer to Note 2 for additional information.
|
7.
|
HELD FOR SALE
|
AS AT MAR. 31, 2019
(MILLIONS) |
Real Estate
|
|
|
Renewable Power
|
|
|
Private Equity and Other
|
|
|
Total
|
|
||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
25
|
|
|
$
|
8
|
|
|
$
|
44
|
|
|
$
|
77
|
|
Accounts receivable and other
|
84
|
|
|
74
|
|
|
486
|
|
|
644
|
|
||||
Investment properties
|
1,774
|
|
|
—
|
|
|
—
|
|
|
1,774
|
|
||||
Property, plant and equipment
|
4
|
|
|
745
|
|
|
88
|
|
|
837
|
|
||||
Equity accounted investments
|
74
|
|
|
—
|
|
|
125
|
|
|
199
|
|
||||
Other long-term assets
|
19
|
|
|
88
|
|
|
387
|
|
|
494
|
|
||||
Assets classified as held for sale
|
$
|
1,980
|
|
|
$
|
915
|
|
|
$
|
1,130
|
|
|
$
|
4,025
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable and other
|
$
|
88
|
|
|
$
|
165
|
|
|
$
|
557
|
|
|
$
|
810
|
|
Non-recourse borrowings of managed entities
|
877
|
|
|
360
|
|
|
225
|
|
|
1,462
|
|
||||
Liabilities associated with assets classified as held for sale
|
$
|
965
|
|
|
$
|
525
|
|
|
$
|
782
|
|
|
$
|
2,272
|
|
8.
|
INVESTMENT PROPERTIES
|
AS AT AND FOR THE THREE MONTHS ENDED MAR. 31, 2019
(MILLIONS) |
2019
|
|
|
Fair value, beginning of period
|
$
|
84,309
|
|
Additions
|
1,200
|
|
|
Acquisitions through business combinations
|
200
|
|
|
Increase attributable to changes in accounting standards
1
|
928
|
|
|
Dispositions
2
|
(2,289
|
)
|
|
Fair value changes
|
525
|
|
|
Foreign currency translation
|
133
|
|
|
Fair value, end of period
|
$
|
85,006
|
|
1.
|
The company’s adoption of IFRS 16 resulted in the recognition of ROU investment properties that were previously off-balance sheet items. Refer to Note 2 for additional information.
|
2.
|
Includes amounts reclassified to held for sale.
|
9.
|
PROPERTY, PLANT AND EQUIPMENT
|
AS AT AND FOR THE THREE MONTHS ENDED MAR. 31, 2019 (MILLIONS)
|
Renewable
Power |
|
|
Infrastructure
|
|
|
Real Estate
|
|
|
Private Equity
and Other |
|
|
Total
|
|
|||||
Balance, beginning of period
|
$
|
38,871
|
|
|
$
|
13,650
|
|
|
$
|
7,652
|
|
|
$
|
7,121
|
|
|
$
|
67,294
|
|
Additions
|
59
|
|
|
191
|
|
|
173
|
|
|
192
|
|
|
615
|
|
|||||
Acquisitions through business combinations
|
—
|
|
|
2,073
|
|
|
—
|
|
|
—
|
|
|
2,073
|
|
|||||
Increase attributable to changes in accounting standards
1
|
408
|
|
|
1,207
|
|
|
769
|
|
|
1,032
|
|
|
3,416
|
|
|||||
Dispositions
2
|
(5
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|
(78
|
)
|
|
(98
|
)
|
|||||
Depreciation and impairment
|
(301
|
)
|
|
(178
|
)
|
|
(110
|
)
|
|
(239
|
)
|
|
(828
|
)
|
|||||
Foreign currency translation
|
224
|
|
|
172
|
|
|
51
|
|
|
(17
|
)
|
|
430
|
|
|||||
Total change
|
385
|
|
|
3,459
|
|
|
874
|
|
|
890
|
|
|
5,608
|
|
|||||
Balance, end of period
|
$
|
39,256
|
|
|
$
|
17,109
|
|
|
$
|
8,526
|
|
|
$
|
8,011
|
|
|
$
|
72,902
|
|
1.
|
The company’s adoption of IFRS 16 resulted in the recognition of ROU property, plant and equipment that were previously off-balance sheet items. Refer to Note 2 for additional information.
|
2.
|
Includes amounts reclassified to held for sale.
|
10.
|
SUBSIDIARY PUBLIC ISSUERS AND FINANCE SUBSIDIARY
|
AS AT AND FOR THE THREE MONTHS ENDED MAR. 31, 2019
(MILLIONS) |
The Corporation
1
|
|
|
BFI
|
|
|
BFL
|
|
|
BIC
|
|
|
Subsidiaries of the Corporation
other than BFI, BFL and BIC 2 |
|
|
Consolidating
Adjustments
3
|
|
|
The Company
Consolidated
|
|
|||||||
Revenues
|
$
|
(21
|
)
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
17,152
|
|
|
$
|
(1,984
|
)
|
|
$
|
15,208
|
|
Net income attributable to shareholders
|
615
|
|
|
4
|
|
|
—
|
|
|
8
|
|
|
1,336
|
|
|
(1,348
|
)
|
|
615
|
|
|||||||
Total assets
|
60,573
|
|
|
5,358
|
|
|
8
|
|
|
3,605
|
|
|
276,202
|
|
|
(81,521
|
)
|
|
264,225
|
|
|||||||
Total liabilities
|
29,958
|
|
|
3,913
|
|
|
1
|
|
|
2,231
|
|
|
159,489
|
|
|
(29,931
|
)
|
|
165,661
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
AS AT DEC. 31, 2018 AND FOR THE THREE MONTHS ENDED MAR. 31, 2018
(MILLIONS) |
The Corporation
1
|
|
|
BFI
|
|
|
BFL
|
|
|
BIC
|
|
|
Subsidiaries of the Corporation
other than BFI, BFL and BIC 2 |
|
|
Consolidating
Adjustments
3
|
|
|
The Company
Consolidated
|
|
|||||||
Revenues
|
$
|
214
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
29
|
|
|
$
|
13,465
|
|
|
$
|
(1,103
|
)
|
|
$
|
12,631
|
|
Net income attributable to shareholders
|
857
|
|
|
(8
|
)
|
|
—
|
|
|
9
|
|
|
480
|
|
|
(481
|
)
|
|
857
|
|
|||||||
Total assets
|
59,105
|
|
|
4,330
|
|
|
13
|
|
|
3,296
|
|
|
271,534
|
|
|
(81,997
|
)
|
|
256,281
|
|
|||||||
Total liabilities
|
29,290
|
|
|
2,909
|
|
|
6
|
|
|
2,198
|
|
|
154,458
|
|
|
(29,730
|
)
|
|
159,131
|
|
1.
|
This column accounts for investments in all subsidiaries of the Corporation under the equity method.
|
2.
|
This column accounts for investments in all subsidiaries of the Corporation other than BFI, BFL and BIC on a combined basis.
|
3.
|
This column includes the necessary amounts to present the company on a consolidated basis.
|
11.
|
EQUITY
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Common shares
|
$
|
4,468
|
|
|
$
|
4,457
|
|
Contributed surplus
|
278
|
|
|
271
|
|
||
Retained earnings
|
14,615
|
|
|
14,244
|
|
||
Ownership changes
|
935
|
|
|
645
|
|
||
Accumulated other comprehensive income
|
6,098
|
|
|
6,030
|
|
||
Common equity
|
$
|
26,394
|
|
|
$
|
25,647
|
|
AS AT MAR. 31, 2019 AND DEC. 31, 2018
|
2019
|
|
|
2018
|
|
Class A shares
1
|
955,226,597
|
|
|
955,057,721
|
|
Class B shares
|
85,120
|
|
|
85,120
|
|
Shares outstanding
1
|
955,311,717
|
|
|
955,142,841
|
|
Unexercised options and other share-based plans
2
|
49,649,621
|
|
|
42,086,712
|
|
Total diluted shares
|
1,004,961,338
|
|
|
997,229,553
|
|
1.
|
Net of
37,763,231
Class A shares held by the company in respect of long-term compensation agreements as at March 31, 2019 (December 31, 2018 –
37,538,531
).
|
2.
|
Includes management share option plan and escrowed stock plan.
|
FOR THE THREE MONTHS ENDED MAR. 31
|
2019
|
|
|
2018
|
|
Outstanding, beginning of period
1
|
955,142,841
|
|
|
958,773,120
|
|
Issued (repurchased)
|
|
|
|
||
Repurchases
|
(966,128
|
)
|
|
(5,231,624
|
)
|
Long-term share ownership plans
2
|
1,092,896
|
|
|
3,396,095
|
|
Dividend reinvestment plan and others
|
42,108
|
|
|
50,948
|
|
Outstanding, end of period
3
|
955,311,717
|
|
|
956,988,539
|
|
1.
|
Net of
37,538,531
Class A shares held by the company in respect of long-term compensation agreements as at December 31, 2018 (December 31, 2017 –
30,569,215
).
|
2.
|
Includes management share option plan and restricted stock plan.
|
3.
|
Net of
37,763,231
Class A shares held by the company in respect of long-term compensation agreements as at
March 31
, 2019 (March 31, 2018 –
34,000,896
).
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Net income attributable to shareholders
|
$
|
615
|
|
|
$
|
857
|
|
Preferred share dividends
|
(37
|
)
|
|
(38
|
)
|
||
Dilutive effect of conversion of subsidiary preferred shares
|
(13
|
)
|
|
—
|
|
||
Net income available to shareholders
|
$
|
565
|
|
|
$
|
819
|
|
|
|
|
|
||||
Weighted average – common shares
|
955.3
|
|
|
957.9
|
|
||
Dilutive effect of the conversion of options and escrowed shares using treasury stock method
|
19.7
|
|
|
19.1
|
|
||
Common shares and common share equivalents
|
975.0
|
|
|
977.0
|
|
12.
|
REVENUES
|
FOR THE THREE MONTHS ENDED MAR. 31, 2019 (MILLIONS)
|
Asset
Management |
|
|
Real Estate
|
|
|
Renewable
Power |
|
|
Infrastructure
|
|
|
Private Equity
|
|
|
Residential Development
|
|
|
Corporate
Activities |
|
|
Total
Revenues |
|
||||||||
Revenue from contracts with customers
|
$
|
46
|
|
|
$
|
943
|
|
|
$
|
993
|
|
|
$
|
1,674
|
|
|
$
|
8,945
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
13,033
|
|
Other revenue
|
—
|
|
|
1,647
|
|
|
39
|
|
|
57
|
|
|
199
|
|
|
7
|
|
|
226
|
|
|
2,175
|
|
||||||||
|
$
|
46
|
|
|
$
|
2,590
|
|
|
$
|
1,032
|
|
|
$
|
1,731
|
|
|
$
|
9,144
|
|
|
$
|
439
|
|
|
$
|
226
|
|
|
$
|
15,208
|
|
FOR THE THREE MONTHS ENDED MAR. 31, 2018 (MILLIONS)
|
Asset
Management |
|
|
Real Estate
|
|
|
Renewable
Power |
|
|
Infrastructure
|
|
|
Private Equity
|
|
|
Residential Development
|
|
|
Corporate
Activities |
|
|
Total
Revenues |
|
|||||||||||
Revenue from contracts with customers
|
$
|
63
|
|
|
$
|
683
|
|
|
$
|
926
|
|
|
$
|
1,077
|
|
|
$
|
8,075
|
|
|
$
|
456
|
|
|
$
|
—
|
|
|
$
|
11,280
|
|
|||
Other revenue
|
—
|
|
|
1,193
|
|
|
13
|
|
|
36
|
|
|
40
|
|
|
3
|
|
|
66
|
|
|
1,351
|
|
|||||||||||
|
$
|
63
|
|
|
$
|
1,876
|
|
|
$
|
939
|
|
|
$
|
1,113
|
|
|
$
|
8,115
|
|
—
|
|
$
|
459
|
|
—
|
|
$
|
66
|
|
—
|
|
$
|
12,631
|
|
FOR THE THREE MONTHS ENDED MAR. 31, 2019 (MILLIONS)
|
Asset
Management |
|
|
Real Estate
|
|
|
Renewable
Power |
|
|
Infrastructure
|
|
|
Private Equity
|
|
|
Residential Development
|
|
|
Corporate
Activities |
|
|
Total
Revenues |
|
||||||||
Goods and services provided at a point in time
|
$
|
—
|
|
|
$
|
318
|
|
|
$
|
18
|
|
|
$
|
88
|
|
|
$
|
6,657
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
7,513
|
|
Services transferred over a period of time
|
46
|
|
|
625
|
|
|
975
|
|
|
1,586
|
|
|
2,288
|
|
|
—
|
|
|
—
|
|
|
5,520
|
|
||||||||
|
$
|
46
|
|
|
$
|
943
|
|
|
$
|
993
|
|
|
$
|
1,674
|
|
|
$
|
8,945
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
13,033
|
|
FOR THE THREE MONTHS ENDED MAR. 31, 2018 (MILLIONS)
|
Asset
Management |
|
|
Real Estate
|
|
|
Renewable
Power |
|
|
Infrastructure
|
|
|
Private Equity
|
|
|
Residential Development
|
|
|
Corporate
Activities |
|
|
Total
Revenues |
|
||||||||
Goods and services provided at a point in time
|
$
|
—
|
|
|
$
|
254
|
|
|
$
|
30
|
|
|
$
|
62
|
|
|
$
|
6,505
|
|
|
$
|
456
|
|
|
$
|
—
|
|
|
$
|
7,307
|
|
Services transferred over a period of time
|
63
|
|
|
429
|
|
|
896
|
|
|
1,015
|
|
|
1,570
|
|
|
—
|
|
|
—
|
|
|
3,973
|
|
||||||||
|
$
|
63
|
|
|
$
|
683
|
|
|
$
|
926
|
|
|
$
|
1,077
|
|
|
$
|
8,075
|
|
|
$
|
456
|
|
|
$
|
—
|
|
|
$
|
11,280
|
|
13.
|
FAIR VALUE CHANGES
|
FOR THE THREE MONTHS ENDED MAR. 31
(MILLIONS) |
2019
|
|
|
2018
|
|
||
Investment properties
|
$
|
525
|
|
|
$
|
470
|
|
Transaction related gains, net of deal costs
|
(72
|
)
|
|
538
|
|
||
Financial contracts
|
(45
|
)
|
|
(257
|
)
|
||
Impairment and provisions
|
(31
|
)
|
|
(37
|
)
|
||
Redeemable fund units
|
(62
|
)
|
|
(20
|
)
|
||
Other fair value changes
|
(146
|
)
|
|
(122
|
)
|
||
|
$
|
169
|
|
|
$
|
572
|
|
Shareholder Enquiries
Shareholder enquiries should be directed to our Investor Relations group at:
Brookfield Asset Management Inc.
Suite 300, Brookfield Place, Box 762, 181 Bay Street
Toronto, Ontario M5J 2T3
T: 416-363-9491 or toll free in North America: 1-866-989-0311
F: 416-363-2856
bam.brookfield.com
enquiries@brookfield.com
Shareholder enquiries relating to dividends, address changes and share certificates should be directed to our Transfer Agent:
AST Trust Company (Canada)
P.O. Box 700, Station B
Montreal, Quebec H3B 3K3
T: 1-877 715-0498 (North America)
416-682-3860 (Outside North America)
F: 1-888-249-6189
www.astfinancial.com/ca-en
inquiries@astfinancial.com
|
|
Investor Relations and Communications
We are committed to informing our shareholders of our progress through our comprehensive communications program which includes publication of materials such as our annual report, quarterly interim reports and news releases. We also maintain a website that provides ready access to these materials, as well as statutory filings, stock and dividend information and other presentations.
Meeting with shareholders is an integral part of our communications program. Directors and management meet with Brookfield’s shareholders at our annual meeting and are available to respond to questions. Management is also available to investment analysts, financial advisors and media.
The text of our 2018 Annual Report is available in French on request from the company and is filed with and available through SEDAR at www.sedar.com.
Annual Meeting of Shareholders
Our 2019 Annual Meeting of Shareholders will be held at 10:30 a.m. on Friday, June 14, 2019 at the Design Exchange, 234 Bay Street, Toronto, Ontario, Canada.
Dividends
The quarterly dividend payable on Class A shares is declared in U.S. dollars. Registered shareholders who are U.S. residents receive their dividends in U.S. dollars, unless they request the Canadian dollar equivalent. Registered shareholders who are Canadian residents receive their dividends in the Canadian dollar equivalent, unless they request to receive dividends in U.S. dollars. The Canadian dollar equivalent of the quarterly dividend is based on the Bank of Canada daily average exchange rate exactly two weeks (or 14 days) prior to the payment date for the dividend.
Dividend Reinvestment Plan
The Corporation has a Dividend Reinvestment Plan which enables registered holders of Class A Shares who are resident in Canada and the United States to receive their dividends in the form of newly issued Class A shares.
Registered shareholders of our Class A shares who are resident in the United States may elect to receive their dividends in the form of newly issued Class A shares at a price equal to the volume-weighted average price (in U.S. dollars) at which the shares traded on the New York Stock Exchange based on the average closing price during each of the five trading days immediately preceding the relevant dividend payment date (the “NYSE VWAP”).
Registered shareholders of our Class A shares who are resident in Canada may also elect to receive their dividends in the form of newly issued Class A shares at a price equal to the NYSE VWAP multiplied by an exchange factor which is calculated as the average of the daily average exchange rates as reported by the Bank of Canada during each of the five trading days immediately preceding the relevant dividend payment date.
Our Dividend Reinvestment Plan allows current shareholders of the Corporation who are resident in Canada and the United States to increase their investment in the Corporation free of commissions. Further details on the Dividend Reinvestment Plan and a Participation Form can be obtained from our Toronto office, our transfer agent or from our website.
|
||
Stock Exchange Listings
|
|
|||
|
Symbol
|
Stock Exchange
|
|
|
Class A Limited Voting Shares
|
BAM
|
New York
|
|
|
|
BAM.A
|
Toronto
|
|
|
|
BAMA
|
Euronext – Amsterdam
|
|
|
Class A Preference Shares
|
|
|
|
|
Series 2
|
BAM.PR.B
|
Toronto
|
|
|
Series 4
|
BAM.PR.C
|
Toronto
|
|
|
Series 8
|
BAM.PR.E
|
Toronto
|
|
|
Series 9
|
BAM.PR.G
|
Toronto
|
|
|
Series 13
|
BAM.PR.K
|
Toronto
|
|
|
Series 17
|
BAM.PR.M
|
Toronto
|
|
|
Series 18
|
BAM.PR.N
|
Toronto
|
|
|
Series 24
|
BAM.PR.R
|
Toronto
|
|
|
Series 25
|
BAM.PR.S
|
Toronto
|
|
|
Series 26
|
BAM.PR.T
|
Toronto
|
|
|
Series 28
|
BAM.PR.X
|
Toronto
|
|
|
Series 30
|
BAM.PR.Z
|
Toronto
|
|
|
Series 32
|
BAM.PF.A
|
Toronto
|
|
|
Series 34
|
BAM.PF.B
|
Toronto
|
|
|
Series 36
|
BAM.PF.C
|
Toronto
|
|
|
Series 37
|
BAM.PF.D
|
Toronto
|
|
|
Series 38
|
BAM.PF.E
|
Toronto
|
|
|
Series 40
|
BAM.PF.F
|
Toronto
|
|
|
Series 42
|
BAM.PF.G
|
Toronto
|
|
|
Series 44
|
BAM.PF.H
|
Toronto
|
|
|
Series 46
|
BAM.PF.I
|
Toronto
|
|
|
Series 48
|
BAM.PF.J
|
Toronto
|
|
M. Elyse Allan,
C.M.
Former President and Chief Executive Officer, General Electric Canada Company Inc. and former Vice-President, General Electric Co.
Jeffrey M. Blidner
Vice Chair,
Brookfield Asset Management Inc.
Angela F. Braly
Former Chair of the Board, President and Chief Executive Officer,
WellPoint Inc.
(now known as Anthem, Inc.)
Jack L. Cockwell,
C.M.
Corporate Director
Marcel R. Coutu
Former President and
Chief Executive Officer,
Canadian Oil Sands Limited and
former Chair of Syncrude Canada Ltd.
|
Murilo Ferreira
Former Chief Executive Officer, Vale SA
J. Bruce Flatt
Chief Executive Officer,
Brookfield Asset Management Inc.
Robert J. Harding,
C.M., F.C.A.
Former Chair,
Brookfield Asset Management Inc.
Maureen Kempston Darkes,
O.C., O.ONT.
Former President, Latin America, Africa and Middle East, General Motors Corporation
Brian D. Lawson
Chief Financial Officer,
Brookfield Asset Management Inc.
Hon. Frank J. McKenna,
P.C., O.C., O.N.B.
Chair, Brookfield Asset Management Inc. and Deputy Chair, TD Bank Group
Rafael Miranda
Corporate Director and former Chief Executive Officer of Endesa, S.A.
|
Youssef A. Nasr
Corporate Director and former Chair and Chief Executive Officer of HSBC Middle East Ltd. and former President of HSBC Bank Brazil
Lord O’Donnell
Chair, Frontier Economics Limited
Seek Ngee Huat
Former Chair of the Latin American Business Group, Government of Singapore Investment Corporation
Diana L. Taylor
Vice Chair, Solera Capital LLC
|
1.
|
Review:
I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Brookfield Asset Management Inc. (the “issuer”) for the interim period ended
March 31, 2019
.
|
2.
|
No misrepresentations:
Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
3.
|
Fair presentation:
Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
4.
|
Responsibility:
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim Filings
, for the issuer.
|
5.
|
Design:
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
i.
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
ii.
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
(b)
|
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
|
5.1
|
Control framework:
The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the
Internal Control – Integrated Framework
(2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
|
5.2
|
N/A
|
5.3
|
N/A
|
6.
|
Reporting changes in ICFR:
The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning
January 1, 2019
and ended on
March 31, 2019
that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
|
/s/ J. Bruce Flatt
|
J. Bruce Flatt
|
Chief Executive Officer
|
1.
|
Review:
I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Brookfield Asset Management Inc. (the “issuer”) for the interim period ended
March 31, 2019
.
|
2.
|
No misrepresentations:
Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
3.
|
Fair presentation:
Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
4.
|
Responsibility:
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim Filings
, for the issuer.
|
5.
|
Design:
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
i.
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
ii.
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
(b)
|
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
|
5.1
|
Control framework:
The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the
Internal Control – Integrated Framework
(2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
|
5.2
|
N/A
|
5.3
|
N/A
|
6.
|
Reporting changes in ICFR:
The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning
January 1, 2019
and ended on
March 31, 2019
that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
|
/s/ Brian D. Lawson
|
Brian D. Lawson
|
Chief Financial Officer
|