2011 Brook Field IR Day - Sept.27

8/3/2019 2011 Brook Field IR Day - Sept.27

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Se tember 27 2011

DAY2011


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Agenda

Overview Bruce Flatt

Financial Review Brian Lawson

Global Property Ric Clark

General Growth Sandeep Mathrani

Infrastructure Sam Pollock

Power Richard Legault

Private Equity & Distress Investing Cyrus Madon

Conclusion Bruce Flatt

| Brookfield Asset Management Inc.3


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Current Environment: Half Empty Half Full?

Macro Challenges Brookfield Opportunity

Well capitalized with significant drypowder

U.S. economy is shaky

Increasing client capital

Stable and growing cash flows

Stock, interest rate and currency

markets are volatile

Unparalleled operating platforms

Global footprint to reallocate capital

Credit crunch exists for some

where opportunities are best

Track record of investing througheconomic turmoil

for capital

Significant depth of restructuring

expertise



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We Have Momentum

Our core operations are performing well

We have established world class investment entities for offering income products to investors

Our relationships with institutional investors are expanding

e are cap a z ng on a remen ous num er

of acquisition and development opportunities

Our global footprint is expanding in a measured way



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Today: Leading Global Franchise

100 offices or locations | 500 investment professionals | 18,000 operating employees

North America

$116 billion AUM

UK, Western Europe &Middle East

$4 billion AUM

Asia & Australasia

$18 billion AUM

South America16 billion AUM



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Value of Our Global Footprint

We have an ability to allocate capital to the business or location which offers best risk/reward

We are never forced to invest where capital is plenty

This offers us access to a larger pool of international investors

e are e er a e o mee e nee s o our n erna ona c en s

It diversifies our cash flows



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Client Capital

We are executing a dual strategy of public listed and private institutional capital

The Renewable Power reorganization is a major step forward in building out our flagship

income oriented listed funds

We also continue to grow our institutional fund offerings which largely have an

opportunistic return focus

We are well positioned for continued growth



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Investment Performance

Private Funds

Committed Capital(millions) Vintage Gross IRR1

ore us

Real Estate $ 3,910 2004 2007 10%

Infrastructure 4 020 2006 2010 14%

Timber 2,130 2005 2009 6%

Opportunistic

Real Estate $ 7,050 2006 2009 32%

Private Equity 1,860 2001 2006 26%

1 Gross IRR does not reflect management fees, carried interest, taxes, transaction costs and other expenses typically borne by investors inprivate funds, which in the aggregate reduce the actual returns experienced by an investor.



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Recognition as Leading Alternative Asset Manager

#1 ranked Global Real Estate Investment Manager byInstitutional Real Estate Managers Guide (Total AUM)

Ranked among top 10 Global Fund Managers by

Preqin Alternative Assets

#4 Infrastructure Fund Manager(by Estimated Available Capital)

(by Total Funds Raised1)

#9 Real Estate Fund Manager

#7 Real Estate Fund Manager(by Total Funds Raised1)


1 Total funds raised in last 10 years



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We are Always Looking at New Ways to Access Capital

Our Goals

To bring more of our assets under management into fee bearing entities that are pure play real

asset investment vehicles

Each of our core operations will have one major flagship public entity and one flagship private

fund, supported by smaller niche private equity funds, if opportunities exist

By end of 2011 we will have two major listed Funds

Brookfield Infrastructure Partners, and



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Brookfield 2012

Brookfield

28% 73% 100% 100%

Brookfield PrivateEquity Partners

BrookfieldProperty Partners

Brookfield RenewableEnergy Partners

(BREP)

BrookfieldInfrastructure Partners

(BIP)

Brookfield AmericasInfrastructure FundBrookfield AmericasInfrastructure Fund

BrookfieldReal Estate

Opportunity Funds

BrookfieldReal Estate

Opportunity Funds

Brookfield SpecialSituation Funds

Brookfield SpecialSituation Funds

+ legacy / nichefunds





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The Institutional Fund Raising Environment

Considerably better than it was two years ago

Real asset strategies are appealing for investors seeking stability and

real returns

More money is being dedicated to alternatives

Clients are seeking fund managers with proven performance which we havecoming out of the recession

We are now recognized as one of a small group of leading global alternative

asset managers

Institutions need to earn more than 1% in bonds



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Expansion in Private Funds

2005 2011

Number of Fund Investors

Third-Party Capital ($ billions)

Number of Funds 5 21

Average Commitment ($ millions) 156 163



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High Quality, Diversified International Client Base1

Investors by Geography2

ana a

USA 42%

Asia15%

12%

Australia/New ZealandEurope &

Middle East

South America1%


1 Includes Private Fund and Public Securities clients2 Based on dollars committed to Private Funds and Public Securities and Equity Strategies


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Role of Private Funds

We are placing considerable emphasis on establishing very large capitalization listed funds

w c w own a su s an a par o e cap a n our ma or us nesses

Private funds, however, will continue to be an important part of our business, for thefollowing reasons

Better suited for more sophisticated investment strategies. Our listed funds

have been positioned as lower volatility, high payout cash flow entities

Fee economics are likely better for certain investment strategies

They allow us to have deep relationships with major global investment partners

Capital can be drawn down over a committed period of time

, ,

as well as selected niche strategies



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Well Positioned for Growth

Over $24 billion institutional client commitments to private funds

$8 billion in dry powder

Seven funds in fundraising in 2011 and 2012, with target

commitments of $7 billion including $3 billion of Brookfields

principal capital

Over 30 rofessionals worldwide committed to rovidin the

highest level of service to investors

| Brookfield Asset Management Inc.18 | Brookfield Asset Management Inc.18


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BusinessValue Creation


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Value Creation

We dont need Transformational deals to create value

#1 #2Operational Improvementsfor Revenue and Expenses

Incremental Expansion ofExisting Operations

#3#4

Re-financings toAcquisitions Surface Liquidity and

Reduce Costs



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Operational Improvements#1

Leased 4.4 million square feet of office space in

rs s x mon s

Accessed higher value markets for output from

renewable ower assets eneratin over 25 millionof incremental cash flow this year

Increased Brazil retail lease rates by 13% on renewals

Investing 30 million to double container capacity atUK port

Re-tenanted several U.S. malls with category leading

retailers and added specialty anchor stores to increase

traffic and sales

Increased operating margins by 10% in our construction

business year-over-year (Q2)



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Acquisitions#3

Two Chilean toll roads $340 million

30 MW hydro facility in Brazil + $200 million

,

Two office towers in Australia +$250 million

75% interest in 1.8 million square foot office property in

Midtown Manhattan $520 million

,

St. Louis, MO

Timber and agricultural land acquisitions in ourBrazil Funds



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Re-financing to Surface Liquidity and Lower Rates#4

$4.5 billion of unsecured corporate borrowings

comp e e

$8.2 billion of asset specific financings completed,

>$2 billion of retail property mortgages

$3 billion of office ro ert mort a es

$1.5 billion of common share issuances

$900 million of equity/asset sales

$235 million of preferred share issuances



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InvestmentEnvironment


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Our View of the Investment Environment



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Investment Environment Australia

Benefitting from strong growth driven by the resource industry

Our focus is on expansion opportunities where we have incumbent status and benefit from

barriers to entry

Brookfield Rail

Expansion of our coal terminal

Construction company expansion

e are se ec ve y pursu ng acqu s ons

Completed tuck-in office property acquisitions at attractive valuations

but some public market assets trading at discounts



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Investment Environment Brazil and Chile

Like Australia, benefitting from incredible growth drivers from resource industry,

u a so rom s rong emograp c grow

Our established presence, together with less developed private investing market,

ives us a com etitive advanta e over man in ursuin ac uisitions

We continue to launch private funds targeting opportunities in a number of asset classes

Particular areas of interest include

Hydroelectric, both buy and build

Agriculture

Timberlands

Private equity

The agriculture story is incredible

We are seeing continued strong growth in residential and retail mall operations

We are focused more on complex transactions, particularly assets or

businesses owned by European entities in distress, as trophy asset auctions



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Investment Environment Canada

Relative strength and stability of economy and capital markets has

resu e n ewer acqu s ons oppor un es

Focused on organic growth through

Very strong office leasing markets

Continued energy driven strength in Alberta residential business

We believe there may be favourable energy opportunities in the renewables sector

and related infrastructure, i.e. transmission line investments

There are growth and selective niche opportunities which arise due to our market profile



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Investment Environment United States

Slow economy will favour the strongest assets

Housing remains weak, although opportunities are not readily apparent

Capital access is constrained for a number of owners giving rise to opportunities

Wind energy acquisitions and property deal developments are attractive due to excessive

hubris in prior years, and subsequent decline in energy and property prices

Low interest rates increase attractiveness of cash flowing assets

Consequently, we are focused on monetizing clean assets for premium valuations and

reinvesting into quality assets that require refinancing and/or redevelopment activity

We are positioning ourselves to participate in broader infrastructure renewal and expansion

across the U.S.

We would love to find another distressed GGP, where our capital

is different from others


Our size offers us opportunities most dont have

I E i E


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Investment Environment Europe

We have been building our presence in Europe for three years with few

ransac ons o a e, u wa ng or e r g oppor un y

While the ongoing sovereign debt crisis has created considerable paralysis, it has also created

ur enc and distress that roactive owners will have to res ond to

We are particularly focused on European owners or financiers of infrastructure and energy

businesses in Latin America

We are also working with a number of local entities to acquire assets or assist them recapitalize

Our abilit to ac uire on a value basis rovides a reater mar in of safet for investin in

continental Europe

Like always, the pay-offs could be significant but they are not without risk the number one,a uro rea -up


L ki Ah d St P t f C ti d G th


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Looking Ahead: Strong Prospects for Continued Growth

Developments

Expanded & New Platforms

Client Capital Additions

Organic Growth

| Brookfield Asset Management Inc.32 | Brookfield Asset Management Inc.32


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Agenda


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Agenda

Key Themes

Financial Profile

Asset Management Update

Growth Potential


Key Themes


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Key Themes

Operations performing well, but below full potential

Core assets provide stability and downside protection, with favourable growth prospects

through price increases and capital rotation

Shorter c cle businesses rivate e uit and develo ment will benefit from eventualU.S. recovery

Liquidity profile remains high numerous acquisition and development opportunities

Poised to reap meaningful returns from asset management contracts



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Three Interconnected Parts of the Business


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Three Interconnected Parts of the Business

Intrinsic Cash

Brookfield (LTM1) Descriptions

Manager $ 4 b $ 245 m $53 billion of client capital under management

Principal Capital 25 b 1,369 m Brookfield capital invested alongside clients

Services 1.6 b 129 m Related services such as construction andcorporate relocations

Manager

Services Principal Capital75%12%5%Intrinsic Value

Corporate 8%($33 billion total2):


1 Last 12 months2 Includes corporate of $2.8 billion

Manager


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Manager

20+ private funds and 3 externally managed listed entities

LTM Performance:

(millions)Base Fees $ 189

Transaction and advisory39

Performance Income recognized 17

245

Performance Income unrecognized 354

$ 599

Value creation through

Increasing capital under management Base Fees

Exceeding performance benchmarks Performance Income

Currently attributed $4 billion of intrinsic value



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Financial Profile


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(billions)Brookfields

Invested CapitalClient

CapitalTotal

CapitalTotal

Assets+ =enewa e ower

Commercial Properties Office 6 16 22 40

Retail 4 5 9 37

n ras ruc ure

Development 3 2 5 15

Private Equity & Finance 2 18 20 22

25 53 78 148

Services 2

2 2

Corporate 2 2 4

Office 19%Renewable Power27%

7%

14%Retail

Private Equity

Brookfields Invested Capital($29 billion total):


12%InfrastructureDevelopment

ServicesCorporate

5%10%

Cash Flow Stability Office


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y

(millions) 2010 2009 2008

Net operating income1 $ 1,053 $ 1,020 $ 997

% occupancy 95% 95% 97%

verage ne ren ps . . .

1 Normalized for constant currency exchange rates

7-year average lease term

Occupancy over past 10 years

Max 97%

Min 93%

Avg 96%

In-place rents at 20% discount to market rents


Cash Flow Stability Power


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(millions) 2010 2009 2008

Revenues 1,182 1,036 1,079

Average realized price $ 80 $ 72 $ 79

ong- erm con rac s

Contract price $ 86 $ 75 $ 72

-

Total $ 29 $ 43 $ 50% of total revenues 2.5% 4.2% 4.6%

Average term of long-term contracts 13 years

1 Normalized or constant currency exchange rates and long-term average hydrology

o coun erpar y cre qua y


Cash Flow Stability Infrastructure


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Q2 Q1 Q4

Net operating income1

Utilities $ 117 $ 113 $ 106

Total $ 179 $ 184 $ 160

1 Normalized for constant currency exchange rates

80% of NOI governed by regulatory regime or long-term contracts

Increasing stability through additional take-or-pay contracts

Regulatory rate reviews provide real return step-ups


Client Capital $53 Billion


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Other

(billions)

Funds Issuers

Securities

Entities Total

Renewable power $ 0.6 $ 1.7 $ $ $ 2.3

321

ommerc a proper es . . . . .

Infrastructure 5.5 2.9 1.1 9.5

Development 0.3 1.6 1.9

Private equity and finance 3.4

14.0 0.7 18.1$ 17.6 $ 6.2 $ 22.3 $ 7.3 $ 53.4

1 Private funds capital includes $8.1 billion of uninvested capital2 Publicly listed entities that are externally managed by Brookfield (i.e. Brookfield Infrastructure Partners)3 Publicly listed affiliates of Brookfield without management contracts (i.e. Brookfield Office Properties)


Average Fee Structure


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1

Carried Return2

Private Funds

Core and value add 100-150 bps 17% 9%

Opportunistic and private equity 150-200 bps 20% 12%

Weighted Average 125-150 bps 18% 10%

Listed Issuers 125 bps 15/25% 15/25%

1 Excludes Turnaround Fund which pays a carried interest only, and Bridge Lending funds2 Carried interest in Private Funds represents interest in excess distributions over invested capital; in Listed Funds represents interest in

distributions over redetermined hurdle


Increasing Base Management Fees


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$50$300

$40$250

n

t2

$32$56

$36 $30

$150

200

rManagem

illions)

venues1

illions)

$189

$20

$100apitalu

nde($b

Fe

eR

($

$134 $131 $10$50

$0$0

2008 2009 2010 2011 LTM

Base Mana ement Fees Transaction & Investment Bankin Fees Ca ital under Mana ement


1 Excludes capital under management in Other Listed Entities2 Transaction and Investment Banking Fees are activity based and include commitment fees, work fees, exit fees and advisory fees

Increasing Performance Revenue Streams


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$300

Significant upside opportunity as earlier vintage funds begin to earn carried interest

$250

$260

$399$200

nues1

ns)

$100

$150

FeeRev

($

milli

$65

$36$50

$6$22 $25

$0

2008 2009 2010 1H 2011

Realized Cumulative Unrealized


1 Carried interest is generated by Private Funds, and Incentive fees generated by listed entity and public securities

Dry Powder


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We have $8.1 billion of un-invested capital allocations from our clients

UN-INVESTED CLIENT CAPITAL

$8.1 billion

Infrastructureand

Real EstateRenewable Power

$3.1$2.6

$2.4

Private Equity & Finance


Long Contractual Life of Capital Under Management1


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Average remaining duration of invested capital for private funds of approximately nine years2

57% of fee-earning capital under management is subject to long-term lock ups

(10 years or permanent)

Time Period3 Private Funds Listed Issuers Percentage

10 Years 5.9 b - 25%

Permanent 1.6 b 6.2 b 33%

1

2 Weighted based on net annualized base management fee3 Time periods are measured from initial inception of a fund or account


Outlook for Growth


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Intrinsic Value LTM Cash Flow Growth Potential

Core Assets $19.5 b $1,003 m Increase in contracted prices

Capital rotation

Private Equity and 5.5 366 Substantial benefit from eventualDevelopment U.S. recovery

Significant embedded gains

Principal Capital 25.0 1,369

Services 1.6 129 Organic growth in construction

and property services

Corporate 2.8 275 Investment of liquidity

Asset Manager 4.0 245 Highly scalable

Unrecognized performance income

Tremendous leverage to increasesin client capital

$33.4 b $2,018 m


Potential Values of Manager


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The potential value of manager based on 15x multiple of varying gross margins on various

(billions, except bps) Client Capital1

eve s o c en cap a s se ou n e o ow ng a e

Gross Margin2

$25 b $50 b $75 b $100 b

75bps 2.8 5.6 8.4 11.3

. . . .

200bps 7.5 15.0 22.5 30.0

1

2 Base fees and performance income less direct expenses



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Agenda


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Global Platform and Environment

Growth Drivers

Recent Growth Initiatives



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andEnvironment

Global Reach with Local Expertise


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EUROPE & MIDDLE EASTCANADAREAL ESTATE OFFICESNumber of Offices 30

Regional property teams dedicated to some of the worlds most dynamic & resilient markets

$1.6 billion RE AUM

34 RE Professionals

2,455 RE Employees

. on

44 RE Professionals

2,350 RE Employees

um er o mp oyees ,

U.S.

$59.6 billion RE AUM108 RE Professionals

3,545 RE Employees

BRAZIL

$8.6 billion RE AUM

27 RE Professionals5,045 RE Employees

AUSTRALIA & ASIA

$8.5 billion RE AUM

30 RE Professionals


, mp oyees

Key Regional Investment Drivers


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North America

Market conditions provide attractive growth and consolidation opportunities

Supply and demand fundamentals remain sound in core office markets

Office leasing activity was strong through July; however lack of confidence in the U.S. and

Distressed assets requiring recapitalization and upcoming debt maturities through 2017

provide opportunity

Europe

Sovereign debt issues putting pressure on macro conditions and capital markets

Forced bank divestitures: 375bn in total assets in UK, Spain, Germany and Ireland

Largest debt funding gap globally New regulations will impact lending and direct holdings

Amendments to German Investment Act (min. hold periods, redemption limitations, valuation

-


,

markets

Key Regional Investment Drivers


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Australia

Supply and demand fundamentals remain sound in core office markets

Leasing activity remains strong and capital values of prime assets remain robust

Opportunities likely evolve from strategic shifts in capital allocation into "pure plays and

domestic investments

M&A activity given public REITs trading at discount to net tangible asset value

Brazil

oc a m gra on con nues. e c ass now accoun s or over o e popu a on

Credit availability increasing with consumer credit defaults at historic lows


Brookfield Property Platforms

O f h l l b ll bi i bli h d l f


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One of the largest property owners globally, combining established property platforms

and operational expertise with prudent investing

REAL ESTATE

$87 BILLION255 million square feet

BROOKFIELDPROPERTY PARTNERS

RESIDENTIAL &CONSTRUCTION SERVICES

OFFICE

37.0 BILLION

INDUSTRIAL

1.4 BILLION

MULTI-FAMILY

5.3 BILLION

RETAIL

34.2 BILLION

RESIDENTIAL

9.1 BILLION

CONSTRUCTIONSERVICES

OPPORTUNISTICFUNDS

125 properties88 million sq. ft.

DevelopmentPotential24 million s . ft.

Emerging assetclass for Brookfield

10,000 ownedapartments

47,650 manageda artments

180 regional malls165 million sq. ft.

Development

120,000 lotequivalents

64 million sq. ft.condo densit

Constructionworkbook of $8.7B

27 million sq. ft.under construction

BREOF I, IIRETIP/ProtocolBREF I, II

Office Properties

. .1 million sq. ft.

Incorporaes


Brazil Retail

Residential

Brookfield Property Partners Advantages


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Unmatched Access to Capital

Total assets of $78 billion

Equity capital of $12 billion

No corporate debt

Billions of uninvested committed capital in Opportunistic and Core Plus Funds

Unparalleled Operating Capabilities

88 million square foot office platform

165 million square foot retail platform

row ng mu - am y an n us r a p a orms

Global Scale


Global operations


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Recent Achievements


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Office Leasing Pipeline

2011 has potential to be best leasing year in our history


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~4.4 million square feet leased through June 2011, with ~7 million square feet in seriousdiscussions

2011 has potential to be best leasing year in our history

Could result in an increase in NOI on an annual basis of $45 $50 million

Could improve lease rollover exposure through 2016 by 12%

8,000

10,000

12,000

are

feet

-

2,0004,000

6,000

000's,squ

2007 2008 2009 2010 2011E

Leasing to Date Serious Discussions

(000s, square feet)

to Date

Discussions

Leasing

Occupancy

Occupancy

United States 2,116 3,500 5,616 91.3% 94.0%

Canada 1,992 3,000 4,922 96.2% 96.7%


Australia 335 500 835 99.3% 99.8%

Total 4,443 7,000 11,443 93.3% 95.2%

Office Market Rent Upside

Mark to market opportunities support NOI growth


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Average in-place rents across the portfolio are 20% lower than comparable market rents

Mark to market opportunities support NOI growth

$50

$55

$60

$65

Rents by MarketRents by Market

$25

$30

$35

$40

$45

$20

United States Canada Australia

In Place Market

(US$)

In-PlaceNet Rent

MarketNet Rent Upside

% Leases Rolling(2011-13)

United States $ 24.38 $ 31.26 28% 23.1%

Canada 26.80 30.60 14% 17.9%

Australia 55.90 58.69 5% 7.5%

Total $ 28.22 $ 33.73 20% 20.3%


Office Recycling of Capital


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A number of initiatives underway to recycle into more accretive endeavours

Selling assets in non-core markets when those markets are attracting significant interest

Selling non-core assets within core markets

Sellin assets where we have maximized value Targeting, on a conservative basis, minimum unlevered returns of 8% and levered

returns of 12%

US millions Total Bu ers Total BrookfieldsProperty Market

Amount IRR1

Equity

IRR2

Dispositions

Completed U.S. (3) $ 595 8% $ 240 47%

arge e us ra a, . . ,

Total $ 1,695 8% $ 820 29%

Acquisitions

, . . ,

Targeted 500 8% 200 11%

Total $ 2,790 9% $ 550 13%

1 Gross projected IRR. Gross IRR does not reflect management fees, carried interest, taxes, transaction costs and other expenses


typically borne by investors in private funds, which in the aggregate reduce the actual returns experienced by an investor.2

Net IRR on sale of assets / Net projected IRR expected on acquisitions

Office Active Development Pipeline


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A development ready pipeline totalling 10 million square feet

Total cost to build of $7 billion or $800 per square foot

Portfolio estimated to generate $545 million of incremental NOI once stabilized

1 Targeted yield on cost of 8% - 10%

Targeted levered IRRs of 15% - 20%

(millions) Sq. Ft.

City Square South Perth 345

Manhattan West New York 5,400

Bay Adelaide Centre Toronto 900

Herald Block Cal ar 1 200

Other 1,000

Total 9,795


1 Assumes a 50% equity partner in Manhattan West

Multi-family Strong Demand


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Actively pursuing organic and acquisitive growth strategies to capitalize on strong demand for

mu - am y asse s

Recently closed on approximately $1 billion of core-plus and development properties

Nine new construction projects with total project costs of more than $700 million

. - -

Leveraging Fairfields operating expertise to pursue other multi-family portfolios and

o eratin latforms


1 Reported on stabilized assets


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Recent Achievements


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GrowthInitiatives


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Mathrani

Agenda


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Overview

Financial Review

Portfolio Operations

ap a ruc ure

Conclusion



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Current Strategic Focus


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Focus on GGP Core Mall (GGP Malls) portfolio

Concentrate leasing efforts to maximize long-term cash flows

Spin-off 30 mall Rouse Properties portfolio, on track to be completed by year end

Continue to dispose of non-core strips and office

Allocate capital to highest return investments where opportunities arise

Deleverage company through contractual amortizations and corporate debt retirement

Continue opportunistic refinancing of debt to lock in lower rates, extend maturities and smooth

out maturity ladder, taking advantage of unique open-at-par debt



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High Quality, Nationally Diversified Portfolio


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GGP Malls Portfolio: 136 malls / 57.7 million square feetALA MOANA CENTER

Honolulu, HI

,Occupancy: 98.4%

FASHION SHOW MALL

Las Vegas, NVa es : ~

Occupancy: 96.6%

TYSONS GALLERIA


Note: Includes only U.S. regional malls. Excludes Rouse Properties, Office, Strip, and Special Consideration properties

,Sales PSF: ~$800

Occupancy: 91.6%

Current Portfolio Composition1


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No. of Total Mall & % % of n t ousan s ropert es reestan ng ease

GGP Malls 136 136,930 57,724 93.3 89.6

Rouse Properties 30 21,067 9,085 87.7 7.1

Post Rouse PropertiesSpin-off = 97% of total

Total U.S. Regional Malls 166 157,998 66,809 92.5 96.7

International 16 5,488 5,488 97.4 1.4

Strip Centres 14 2,273 135 84.1 0.9 Target to dispose

Office 26 2,748 40 64.2 1.0

Total 222 168,507 72,472 91.9 100.0

-months

1 Information presented as of / for the six months ended June 30, 2011, except % of NOI based on trailing 12 months ended June 30, 20112 Gross Leasable Area (GLA): Total gross leasable space at 100%3 Total in-line mall shop and out-parcel retail locations



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Review


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Operations


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Strong Improvement in Tenant Sales Trends


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Tenant sales are nearing the 2007 peak, with GGP Malls approaching $500 per square foot

Sales growth has outpaced rents. Assuming last years sales were applied to current rents,

GGP Malls occupancy cost would increase from 13.5% to 14.4%

100 bps increase in occupancy cost results in NOI in excess of $100 million

$484$488

$480

$500

$446

$457

$465

$449 $450

$458$460

alesP

SF

Peak sales $471 PSF including Rouse Properties (2007)

$419

$426$430

$437$438

420

$440

omparativeS

$400

Q4 '09 Q1 '10 Q2 '10 Q3 '10 Q4 '10 Q1 '11 Q2 '11


GGP Malls & Rouse Properties GGP Malls (Excl. Rouse Properties)

Note: Reflects comparative rolling 12 month tenant sales for mall stores less than 10,000 square feet


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2011 Leasing Done, Good Progress Towards 2012 Targets

Th i li ibl i i 2011 l i ti


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There is negligible remaining 2011 lease expiration exposure

For 2012, approximately one-half of the lease expiration exposure has been addressed

6.3

6.0

7.0

Expiring Lease Exposure 2011-2012

~250 K4.0

5.0

t(inmillions)

2.3remainingexposure

~ 50%

2.0

3.0

SquareFee

-

.

July 2011 - Dec 2011 2012


pprove ommencement ema n ng xp rat ons


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Structure


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Key Take-Aways

Lease, lease, lease


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Lease, lease, lease

Drive occupancy and lease spreads to maximize long-term cash flows

Focus on GGP Malls portfolio

Complete Rouse Properties spin-off

Sell non-core strip centres and office

Use $1.3 billion of liquidity and significant operating cash flow generation to appropriately

allocate capital, including accretive acquisitions and redevelopment opportunities

Continue refinance strategy, lowering rates and appropriately laddering maturities, while

continuing to deleverage



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Overview of Infrastructure Business

Brookfield Infrastructure Group is a global asset manager


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Operations in North America, Europe, Australasia and South America

90 investment professionals

3,000 operating employees

Diversified Portfolio of Premier Infrastructure Assets

Utilities Transport & Energy Timber

$9 billion

Regulated assets inNorth and South

$3 billion

Diversified port, rail and

ener o erations in

$4 billion

2.6 million acres of

hi h ualit timberlandsAmerica, Europe andAustralasia

North America,Europe and Australia

in North and SouthAmerica


on o

Overview of Infrastructure Business contd

Financial results reflect strong year-over-year growth Operating Cash Flow


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Driven by acquisition of Prime Infrastructure

80% of cash flow is contracted or regulated

$106

$100

$120

US$ millions

Investment initiatives to date have been extremely successful

$64

$40

$60

Investors are attracted to strong current yield

$-

$20

H1 2010 H1 2011

EntityTicker

Symbol1-YearReturn

3-YearReturn Yield

Brookfield Infrastructure Partners L.P.

~

BIP 67% 16% 5%

As at June 30, 2011

Brookfield Americas Infrastructure Fund$2.7 billion private infrastructure fund

Private Fund 27%1 N/A 10%2

1 Gross IRR does not reflect management fees, carried interest, taxes, transaction costs and other expenses typically borne by investors in


private funds, which in the aggregate reduce the actual returns experienced by an investor.2 Annualized as at December 31, 2010


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Stability


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Utilities Highlights

$1.1 billion of refinancing in H1 2011, taking advantage of low interest rate environment


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Operation Refinancing

Australian terminal operations $600 million financing, 9/12-year U.S. privateplacement

S.A. electricity transmission operations $305 million loan, 18-year (avg) local bond offering

operations

, . .placement



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Timber Highlights

Expanding sales into Asia to meet market demand

Exports to China have increased from 0% of exports two years ago to 53% today


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Exports to China have increased from 0% of exports two years ago to 53% today

Chinese government pushing construction to increase housing affordability

10 million units of affordable housing startups planned for this year

Continued market resiliency expected as heading into autumn which is high season for

construction

Annual units (millions)18

China: Annual Housing Starts

8

10

12

14

0

2

4

6

1 7


`9 `9 `0 `0 `0 `0 `0 `0 `0 `0 `0 `0 `1`11

Year


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Growth in Utilities

Brookfield has highly attractive growth opportunities in its utility project pipeline of $1.4 billion


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ImmediateOpportunities

North AmericanTransmissionAcquisition

TexasTransmission

Project

330 MW, 39 km transmission cablesserving Long Island

Regulated revenue framework

Partnership to build, own and operate~ 600 km of transmission lines in Texas

Closed $580 million construction financing

Capacity contracted for 30 years, indexedto inflation

Acquired in August 2011 for $188 million

Construction of $750 million project tocommence early 2012


Growth in Utilities Spotlight on Australia Coal Terminal Expansion

Land located 4 km north of Brookfields existing Australiancoa erm na opera ons


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Brookfield named as one of two preferred proponents

Current terminal

Expansion

capacity of 150 Mtpa1

Undergoing land allocation process

Brookfield has received access requests for 162 Mtpa

Long Term

-Timing: Targeting early 2017 for first coal shipments

Costs: Development costs estimated at A$5 billion


1 Million tonnes per annum


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Growth in Transport & Energy Spotlight on Brookfield Rail

14.5 Mtpa of further potential volume growth from existing customers


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New customers exploring mining opportunities in our franchise area

Substantial export commodity growth expected for Midwest, Yilgarn &

Southwest regions Focus primarily on new coal and

iron ore projects

Working with port authority and miners

to explore integrated infrastructuredevelopment


Growth in Timber

Prospects for log prices are very positive

Mountain pine beetle infestation of British Columbia, Alberta and the U.S. continues

~20% of timber supply for North America structural framing lumber no longer


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pp y g gavailable for 40-60 years

Our timberlands are not affected

Withdrawals of timberlands for conservation

Increasing demand from Asian markets

U.S. housing market recovery

U.S. housing markets at unsustainable low levels

U.S. Pacific Northwest timberlands will benefit from optimal locations

2,500

U.S. Housing Starts

In thousands

0

500

1,000

1,5002,000 Average


1990 1995 2000 2005 2010


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Acquisitions Strategy

Utilities

Acquire businesses within current franchise areas andUtiliti


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Acquire businesses within current franchise areas andgeographical footprint

Utilities

T&EEstablish new operating platforms(i.e., toll roads, airports, storage facilities)Transport

& EnerPursue value opportunities in distressed markets

Timber

Focus on emerging markets and government privatizationsTimber


Recent Acquisition Chilean Toll Roads

Brookfield consortium acquiring majority interests in two toll roadsor m on


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Direct result of European outreach program

Attractive investment key arteries in Santiagos urban roadway Rapid economic growth in Chile in last 20 years

Metropolitan region represents 48% of total GDP1Autopista Vespucio Norte (AVN)

Cash flow growth from above inflation tariff increases and

excess road capacity

arge e o genera e evere , a er- ax re urns o -

Expected to close in fourth quarter, subject to third-party consents

Tunel San Cristobal (TSC)


1 Instituto Nacional de Estadisticas


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Priorities


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Renewable

Power Business

One of the Largest Pure-play Renewable Platforms

4,800 MW of installed capacity1

Primarily hydroelectric, the highest value renewable asset


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y y , g

,

67 river systems across 10 markets in 3 countries

Predominantly Hydro Profile2 Portfolio Well-Balanced to Core Markets2 Strong Regional Diversification2

Generation by Market

More than 18,000 GWh

Generation by Technology

4,800 MW

Generation by Region

67 river systems

Brazil20%

BC

Ontario

Brazil South

Brazil Southeast

Brazil Midwest

Wind10%

Other 4%

40%

U.S.40% Qubec

New York

NewEngland

Louisiana

Hydro86%


California

U.S. Midwest

1 Includes 400 MW of projects under construction 2 Assumes long-term average generation


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Stable, High Quality Cash Flow

Stable cash flows Approximately 80% of 2012 generation is contracted with PPAs andsuppor e y g ycontracted

nanc a con rac s, m ga ng pr ce r s

PPAs have 13-year average duration with highly creditworthy


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portfolio PPAs have 13-year average duration with highly creditworthycounterparties and built-in inflation adjustments

Significant diversification and water storage in North America

No material hydrology exposure in Brazil

21%Uncontracted

41%

11%

Government

Financial Contracts

19%

8%

Distribution Companies


Industrial & Retail


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Drivers and

Outlook

Power Markets Key Drivers

Gas markets in Shale gas production creating ongoing surpluses in North Americaor mer ca

will continue to beoversupplied through

Lower gas prices continue to push electricity prices to cyclical lows

Gas prices expected to increase with need to invest new capital in


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oversupplied through2012

p p pshale operations

Key drivers for Wide acceptance of need to reduce carbon footprint on a global basis

growth remainstrong

gn can ssues w compe ng ec no og es coa nuc ear

Strong need for energy self sufficiency driving renewable policy

Emerging marketsin LATAM need new

Brazils strong economic growth continues to drive demand

Ex ect dela s in commissionin of lar e scale h dro ro ects

supply to meet strongdemand growth

Policy is pushing diversification of supply base to biomass and wind

Fundamentals continue to be very strong in Brazil and other emergingmarkets in the region


Outlook for 2012-2016 in Our Core Markets

Canada Renewable programs may experience short-term political pressureressure o con a n

rate increases Growth will continue to be driven by need to replace aging infrastructure

Incentives will continue to be in the form of long-term contracts


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Major regional differences: role of gas likely to increase in British Columbia,so ar expec e o come own n n ar o, ransm ss on u -ou n ue ec

expected to export renewable power to U.S. markets

Pace of renewable capacity additions expected to rise with increasingUnited States

Gas prices expected to increase to sustainable levels by 2013-2014

Expect need for baseload capacity by mid-decade, and will likely berenewables or as fired facilities

sustainable gasprices

Wild cards are: form of renewable incentives; growth of U.S. economy;and timing of plant retirements

Perfect stormin 2014

,investments expected to support 2014 Soccer World Cup, 2016 Olympics

Expecting significant delays in supply pipeline (large hydro and wind) andtightening reserve margins in 2013-2014


Wild cards are use of gas in supply mix (LNG or other imports) and growingmiddle class

1 Renewable Power Standards


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and Opportunity

Growth Strategy

Our goal is to double our renewable power portfolio over five years

Markets with High value regional markets with strong barriers to entrya rac ve ynam csand high barriersto entry

United States: West coast and East coast markets

Canada: primarily in Ontario, British Columbia and Saskatchewan

Bra il So thern states dri ing the co ntr s gro th


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y Brazil: Southern states driving the countrys growth

Highest value,longest-life

Maintain predominant hydroelectric focus

Wind in markets where the resource has high scarcity and terminal valuerenewa etechnologies

Arbitrage build

Add renewable technology which complements current portfolio

Flexibility and expertise to invest across the spectrum of development,or uy ooptimize returnson capital

construction or operating phases in our core technologies

2,000 MW greenfield development pipeline in Canada, United States and Brazil

Build on track record of acquiring late stage projects

Leverage globalBrookfield platformin transaction

Leverage Brookfields global reach to secure transactions

In the next five years, secure acquisition of scale portfolio or platform


outreach program ene o roa er ransac on exper se res ruc ur ng an cap a mar e s

Projects Under Construction

We continue to make progress on seven construction projectsA significant part of our

Projects are on scope, schedule and budget

Adds 431 MW or about 10% to our overall portfolio

grow nwill be from projects tobe commissioned


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dds 3 o about 0% to ou o e a po t o o

.

ProjectCapacity

(MW)Generation

(GWh) LocationCommercial

Operating Date

Hydro

Serra dos Cavalinhos II 29 45 Brazil Q1 2013

Pezzi 19 99 Brazil Q1 2013

Lower St. Anthony Falls 10 63 Minnesota Q3 2011

Wind

Comber Wind 166 535 Ontario Q4 2011


Coram 102 264 California Q1 2012

Granite Reliable 99 275 New Hampshire Q4 2011

Development Pipeline

Positioned to acquire, build and integrate additional third-party projectsBrookfield will continue

2,000 MW pipeline of organic development potential

Hydro wind and pumped storage opportunities

o oo or a e s ageopportunities or willbuild out our project


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Hydro, wind and pumped storage opportunitiespipeline

Opportunities in each core market provide for development flexibility

Hydro Wind Pump Storage Total

Development Pipeline (MW)1

Canada 270 960 - 1,230

U.S. 75 - 300 375

Brazil 400 - - 400

Total 745 960 300 2,005

1 Based on 100% of total potential project capacities based on management estimates


Brookfield Approach Granite Reliable Wind

Acquired majority interest in 99 MW wind project from a distressed seller (Q4 2010)

Leveraged Brookfields restructuring expertise and resources

U S power platform completed remaining development activities


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U.S. power platform completed remaining development activities

Facilitated government loan guarantee program and investment tax credits grants

Secured project financing

Commercial operating date expected Q4 2011

U.S. power platform will integrate Granite into its operations in Boston, MA



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Combination ofRenewable

PowerBusinesses


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Relationship with Brookfield

BREP will benefit from the continued sponsorship and management of Brookfield

Continue strong BREP will be Brookfields primary vehicle through which it willrelationshipwith Brookfield

acquire renewable power assets on a global basis


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roo e w e e

Managing GeneralPartner of BREP

anag ng genera par ner w e a w o y-owne su s ary o

Brookfield

Brookfield will be entitled to incentive-based distributions providing

provideasset managementservices

led the renewable power business since the 1990s

Brookfield will provide services relating to the origination ofac uisitions, financin s and oversi ht of the business

Brookfield will be entitled to receive a base management fee of$20 million plus 1.25% of future increases in total capitalization1


1

Market capitalization, recourse borrowings and preferred equity

Key Commercial Agreements

Brookfield retains New PPA for New York generation will cover 3,500 GWh annuallyu ure ups e andownsideon energy prices

$75/MWh escalated annually at 40% of inflation

25 years with 20-year extension

Th h th E k ti t BAM ill ti t k t


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Through the Energy marketing agreement, BAM will continue to marketBREPs energy portfolio

Profile

8% New U.S. PPA1

55%

26%

11% Brookfield

Governments

Industrial & Retail

1 Incremental PPA provided by BAM for U.S. portfolio at $75/MWh

Existing Fund PPAs2


roo e w re a n prev ous y ex s ng s prov e o e un w c are pre om nan yoffset with third-party contracts


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Transaction Benefits

Establishes a global flagship vehicle well positioned to grow on a global basis

The combination provides numerous benefits to Brookfield

Enhances liquidity and access to capital for the renewable business

Provides competitive cost of capital and currency to grow in this sector

Li ti th N Y k d T t t k h


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Listin s on the New York and Toronto stock exchan es

Simplifies corporate structure and expands BAMs asset management business

Global mandate

Management fees on incremental value of capital deployed by BREP

Incentive distributions to BAM

Strong value proposition to Fund unitholders

Brookfield continues to retain risk/reward ro osition with res ect to future ower rices

BAM retains 73% ownership and same economic interest



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Priorities

Priorities for 2012

Drive financial

Long-term dynamics for renewable power remain favourable

Deliver on BREPs financial expectations including $1.1 billion in EBITDAan opera ngresults of BREP

Maximize value of asset flexibility and manage costs

Secure long-term contracts for un-contracted volumes if long-termprice is attractive


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Deploy capital tohigh quality, high valueopportunities in the

Develop inventory of top acquisition targets and opportunistically executeon transactions

renewable power sector

Deliver construction programs on scope, schedule and budget

Advance development projects and begin construction of 45 MW hydroro ect on Kokish River in British Columbia

Implement effectivefunding strategies to

Launch BREP and promote awareness of it as the leading pure-playrenewable ower business on a lobal basis

maximize financialflexibility and minimizecost of capital

Achieve listing on the New York Stock Exchange for BREP

Strategic refinancing of project debt to enhance returns and minimize risk



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Agenda

Private Equity & Distress in Profile

Case Studies


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Private Equity in Brazil

Distress Investing Environment

Conclusion Outlook


Private Equity & Distress Investing Overview

25 Professionals inPrivate Equity &North America

s ress nves ng roup


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$8 billion AUM Sourcing opportunities

Transaction execution

Private Equity Real Estate Infrastructure Renewable Power

Funds DirectInvestments


A Strong History of Distress Investing

Over three decades of distress investing and operational turnarounds

armaCorporationResidential landdeveloper

Development Co.Commercial realestate developer

1980s


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O&Y (US) Inc.Commercialreal estatedeveloper

CatalystEnergyUtility holdingcompany

NorthgateMineralsGold miningcompany

TriathlonLeasingCanadas largestlessor of fleet vehicles

GentraMortgage lender1990s Royal LePageCommercial andresidential brokerage

Concert IndustriesGlobalmanufacturer of

QueenswayFinancialProperty and

WesternForestProducts

StelcoLargediversified

LongviewFibreIntegrated

MAAXProductsManufacturer

Criimi MaeFull servicecommercial

HammerstoneCorporationIndustrial

2000s

-fabrics

forestproductscompany

producer

company

of bathroomfixtures andspas

company

company

Prime (BBI)Global utilities,and transportationinfrastructure

GGPPremier retail shoppingmall portfolio

2010 >



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Case Study: Armtec Infrastructure

Investment Type $125 million senior secured loan

Business Overview

Manufacturer of pre-cast concrete, steel and plastic pipe products


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End markets: infrastructure, commercial and residential

construction

47 manufacturing and sales facilities across Canada$80

$100

($millions)

o mar e con ons com ne w opera ona c a enges

resulted in substantial but temporary impairment to earnings

Investment Thesis

$30

$20

$40

$60

ep acemen o an en er group an opera ng sc p ne

are expected to return the company to historical profitability

Seven-year warrants provide upside if company outperforms

0

2009EBITDA

TTMEBITDA

1

1 Trailing 12 months

a proprietary transaction on an accelerated basis Senior secured loan is well protected by $300 million in tangible assets

Opportunity to earn equity returns with limited risk


Target Return: 25%

Case Study: Ember Resources

Investment Type $50 million initial equity investment

Business Overview

Financially distressed natural gas producer focused


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on coal bed methane and shallow gas in central Alberta

Extensive land holdings include 435 net producingwells and long-life gas reserves

highly depressed natural gas prices

Investment Thesis nanc a s ress ena e roo e o par ner w pr nc pa s are o er o a e e company

private at a 50% discount to NAV

Targeting 25% returns; significant additional upside in reserves and production should gas

prices improve

Identified operational improvements, reserve enhancements and G&A savings Limited risk due to low financial leverage and exceptionally low entry price


Case Study: Longview Fibre Paper & Packaging

Investment Type $114 million equity investment to acquire 100% of operations

Business Overview

Washington State-based producer of Kraft paper and

i t t d f t f t d t i


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integrated manufacturer of corrugated containers

One million ton pulp/paper mill and seven containerboard plants

Poorly managed with low productivity

Investment Thesis

Acquisition price represented working capital value only

Reduced headcount by over 700 (30%) and focused Asset ValueEnhancements

LongviewValue Creation Summary

OperationalImprovements

on high margin products

Preserved a $130 million pension surplus by revising

the allocation of fund assets from equities to bonds

69% 31%

.

generated $550 million in proceeds to-date Excellent sale candidate given recent industry consolidation


Other Distress Investments

Real Estate

We assist our operating platforms to execute on distress opportunities

Fairfield Residential

Recapitalization of a best-in-class integrated asset

manager focused on multi-family development and services


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450 West 33rd Street

Recapitalization of sponsor in return for 75% ownershipFairfield Residential

.

Legacy Office Vehicles

.

of office space

Infrastructure

Cross Sound Cable

Acquisition of a 330 MW electrical transmission cable

Cross Sound Cable, New England



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in Brazil


Brazil is a compelling market for private equity

Rapid growth of domestic market and competitive advantages support

opportunities with strong returns

f


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Fifth most populous and second youngest country among the worlds

10 largest economies

Demographics, stable democracy and developing credit markets

support increasing income and expenditure on discretionary items

Current rowth is stron and ex ected to continue over the lon term

Brookfield has over 110 years of experience and a proven track record

of building and growing businesses in Brazil

Deep, local relationships, regional insight, 7,000 employees and

$13 billion in AUM



Brookfield is well positioned to generate proprietary investment opportunities and executegrow n a ves w n our us nesses

Targeting opportunities in growth sectors with simple and scalable business models


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Financing for organic growth, modernization and acquisitions

Ability to create value by solving strategic operational, financial and governance

Wide variety of industries where Brookfield has a competitive advantage

12 person local team dedicated to private equity opportunities in addition to significant

local resources



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InvestingEnvironment


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Distress Investing Environment Europe

Sovereign default risk significant concern with INDEX PERFORMANCE

INDEX PERFORMANCEg o a mp ca ons

Weak economic data in Europe has added to

negative sentiment German economy grew by100

125

150MSCI Euro MSCI EUR Bank

on y . n


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Bank liquidity risk remains a concern with

regulators failing to address market fears 50

75

- - - - - Recent bank trading values and corporate

and high yield spreads have weakened

substantially

Source: www.oanda.com, CapitalIQ, Economis t

BOND SPREADS BOND SPREADS

Opportunities for distress across sectors, but

particularly those dependent on bank financing

Potential bank asset sales represent 1500

2000Euro bb-b non-financial f ixed and f loating rateEuro non-periphery non-financial

Brookfield is very well positioned to pursue

distressed real estate and infrastructure0

500

1000


1/4/2008 1/4/2009 1/4/2010 1/4/2011

Investing China

China continues to experience strong growth DEX PERFORMANCE

INDEX PERFORMANCE

an s expec e o e e wor s arges economy

within 10 years

Government leaders have mandated slowin100

125

150MSCI China China RTO

growth and inflation75


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growth and inflation

Banks to reduce growth in loans on real estate 25

50

Stock markets have declined over past 12 months

Several Chinese companies with North American

-

Sep-10 Dec-10 Mar-11 Jun-11 Sep-11

in valuation amid governance concerns

$US debt markets for many Chinese issuers have closed

Potential opportunities to assist liquidity constrained companies in industrieswell known to Brookfield


Investing Environment India

High growth economy with favourable INDEX PERFORMANCE

INDEX PERFORMANCE

emograp cs, nves men gra e sovere gn ra ng

and developing capital markets

Interest rates have risen over the last 18 months 7585

95

105

n response o very g n a on 65


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Bank lending has tightened markedly, particularly

in real estate, in response to Reserve Bank of India

55Dec-10 Feb-11 Apr-11 Jun-11 Aug-11

Sensex NSE Inf ra NSE Realty

requirements

Economic growth has slowed and stock markets

have weakened

FOREIGN DIRECT INVESTMENT INFLOWS ($BN)

$40

$50

FOREIGN DIRECT INVESTMENT INFLOWS ($B)

Market weakness exacerbated by foreign capital

outflows and investor concerns around governance

and corruption $10$20

$30

Potential opportunities for Brookfield ininfrastructure and real estate in a liquidity

constrained environment

Source: Economis t, Standard & Poors, UNCTAD2005 2006 2007 2008 2009 2010



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Positive Outlook for Distress Investing

Current environment suits Brookfields style of investing

Our strategy and approach to distress investing gives us a competitive advantage


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High quality assets are available in numerous global jurisdictions

Our investment teams are actively pursuing opportunities



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The Opportunities Are Vast

Our core operating platforms are performing well

We are extremely well positioned in this environment to take advantage of growth

opportunities

Our global platform opens doors inaccessible to others


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We have a strong balance sheet, significant liquidity and dry powder to fuel our growth

Our funds and strategies are also performing well

We are increasin l seen as a leadin alternative asset mana er with a solid track recordand a differentiating expertise in real assets

We have an outstanding team in place

In-depth operating, restructuring and financial expertise and years of experience

working together


Se tember 27 2011


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Se tember 27 2011


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DAY

2011

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2011 Brook Field IR Day - Sept.27

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