Good morning. My name is Hydie and I will be your conference operator today. At this time, I would like to welcome everyone to the BEP, Q3 2018 Earnings Call and Webcast. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question-and-answer session. [Operator Instructions]. Thank you. Sachin Shah, Chief Executive Officer, you may begin your conference.

Thank you, operator. Good morning, everyone, and thank you for joining us for our third quarter 2018 conference call. Before we begin, I’d like to remind you that a copy of our news release, investor supplement, and letter to shareholders can be found on our website. I also want to remind you that we may make forward-looking statements on this call. These statements are subject to known and unknown risks, and our future results may differ materially. For more information, you’re encouraged to review our regulatory filings available on SEDAR, EDGAR, and on our website. We continue to advance our long term strategic priorities for the business. We have raised or expect to raise approximately $850 million in net proceeds by the end of the year, primarily by opportunistically recycling capital for mature or non-core assets. These initiatives will increase our total liquidity to over $2.3 billion once completed. These asset sales are at value significantly higher than those reflected in our public unit price, demonstrating the unique attributes of our business relative to the broader industry. We reported 18% FFO growth and 18% adjusted FFO growth from our operations on a per unit basis reflecting both margin expansion and growth related initiatives. Finally we advanced approximately 130 megawatts of development wind and hydro at returns in the range of 20% supporting our investment activities. Overall our strategy remains the same. We look for investment opportunities in our core markets globally, where we can surface 12% to 15% returns on a per unit basis using our operational expertise. We maintained strong access to public and private sources of debt and equity and investment grade balance sheet and surface value through the monetization of mature assets. This strategy has served us well for almost 20 years and our business has been…

Thank you, Sachin and good morning to everyone. We reported funds from operations of $105 million or $0.33 per unit in the second quarter. This represents a year-over-year increase of $14 million to FFO as the business continues to benefit from recent acquisitions, development projects coming online and margarine enhancement initiatives. Our hydroelectric segment contributed $104 million to FFO. While generation was below long term average levels in certain geographies this quarter, we benefit from selling power stored in our reservoirs during the high price periods. In the U.S. this active marketing of power allowed us to capture prices in the range of $60 per megawatt hour, while in Brazil short term power sales were at close to R$500 per megawatt-hour or approximately $165 per megawatt-hour. In Colombia we continue to execute on our business plan and signed 12 new multi-year contracts at prices above the current spot price. Our wind segment contributed $29 million to FFO, which is nearly double relative to the prior year period as we benefitted from recent acquisitions. Although wind variability is a reality of our business, our global scale provides significant resource diversity benefits as overall generation was in-line with plan. For example, weaker wind resource in the U.S. and Ireland was largely offset by outperformance in Brazil. Our solar, storage and other segments contributed $42 million of FFO in-line with expectations, reflecting stable resource and revenues tied to availability rather than generation. We continue to advance our global development pipeline. Our highlight was that we commissioned a 28 megawatt wind farm in Ireland this quarter. We also progressed an additional 19 megawatts of wind in Scotland, 49 megawatts of small hydro in Brazil, and a 63 megawatt expansion of a pumped storage facility in the U.S. Together these projects are expected to contribute…

Thank you. [Operator Instructions]. And your first question comes from the line of Rob Hope, with Scotiabank. Please go ahead.

Good morning everyone.

Good morning.

Maybe if we could start off on the internalizing of the power marketing contract, the disclosure said that it was done on a value neutral basis for BAM and BEP. I'm just wondering if you can provide some additional clarity on the puts and takes on the cash flow though, because it looks like you're getting some upfront cash flow, but it could potentially push off some longer term cash flow there.

Sure. Its Sachin here and I’ll Wyatt jump in as well if necessary. I think you know first a couple things. One is, as we were contemplating selling an interest in the Canadian portfolio that we ultimately did, to do that we needed to harmonize the underlying third party contracts we have in Canada with the contracts that BAM ultimately had from BAM or BEP ultimately had with BAM and so as a result that simple harmonization meant that we're receiving all the benefits upfront. However, we just made the decision form a BAM perspective as a sponsor to make sure that if we're going to reduce cash flow that BEP receives, we’d do it over time and simply put, I think that’s just the benefit of having a good sponsoring BAM who is always looking out for the long term interests of the business and making sure that if we're doing something positive like selling assets at a good valuation and bring cash into the treasury, that we also consider the long term implications and manage that through in a proper way. Obviously all that was then reviewed by the independent members of our board who had independent financial advice and legal advice, which is why we made the point of saying it was done in a value neutral basis.

Alright, thank you for that. And then just moving over just to the monetization and kind of the increasing liquidity there, is this being done just in advance of your expectation that you will see, increasing opportunities I guess in China emerging markets as well, some U.S. public equities or are you well down the path and have you know identified targets there?

A little bit of both. I think what we're seeing right now is we have a strong investment pipeline first and foremost and we can never say whether those things materialize or not, so it's always difficult to predict that. However, we do have a very, very strong investment pipeline and in large part that’s because there’s significant market volatility. Many of our public peers don't have a strong access to capital and so we think that there might be a window here where competition decreases and then obviously with rising rates, we just think having cash in light of investors eventually catching up and looking at that value in a more normalized way is just a really positive position to be in. So we just think we’re going through a period right now where you want to have significant financial resources and you don't want to lean on or dig a hole into, in particular the public markets where there's lots of volatility. And we feel like we've achieved that with completing 500 million of asset sales and bringing cash into the treasury, and then having you know another few hundred million that we’re going to bring in by the end of the year.

Alright, I appreciate the thoughts. Thank you.

And your next question comes from the line of Sean Steuart with TD Securities. Please go ahead.

Thanks, good morning. In the right fashion of the commentary you had on the gap between public and private valuations for hydro, can you speak to your willingness to monetize more of your North American hydro and if there is an appetite, should we envision it as selling down minority stakes of what you already have and retaining control of the assets. How do you think about that?

Yeah, I think it’s a good question. Look, I wouldn’t suggest that we are only going to look at hydro. I think we obviously will be responsive to where our market demand exists. I think what's going on right now though is that investors who understand hydro, recognize the benefits. The large benefit with hydro is obviously the life cycle of it. When you have 100 year asset, you have a strong return on your investment, you don't have really any return of capital coming through on an annual or quarterly basis and so you've got a preservation of capital strategy, you have cash flow that grow over time and you have value that grows over time and that's completely opposite to you know wind and solar, which need to be replaced every 25 to 35 years depending on your view of the asset life. So the bid in the market is very strong, and the bid comes from financial investors and strategics who have owned and operated hydro before. So obviously that's a really strong candidate for us to monetize partial interests as you suggest. I think the reason we opt in entertainment minority sales is because given our reputation, most counterparties actually want us to continue to operate the plants. We have a good long history of offering these very efficiently at a low cost basis and also optimizing the cash flows by selling power. So more often than not we actually get in-done requests for buying partial interests with us continuing on as operator and I think that's a thing you will see over the next number of years as we rotate capital around the portfolio.

Great, thanks for that detail. One administrative question for Wyatt. Your table in the disclosures shows pro-forma liquidity increasing by about $650 million to $2.3 billion. Did you guys reference net proceeds of $850 million via the asset sales and up-financing activity? Can you reconcile those two numbers? What am I missing there?

Yeah, there is about $200 million of up-financings that are in our liquidity at the quarter end and so the $650 million of incremental pro-forma is for the overall asset sales.

Okay, got it. That's all I had for now, thanks guys.

Thanks Sean.

And your next question comes from the line of Andrew Kuske with Credit Suisse. Please go ahead.

Thank you, good morning. I think the first question is for Wyatt and this is just on your contract profile in slide 15 in the supplemental and if you look on a sequential basis, the past quarter that is Q2 versus Q3, it’s a bit of lift across the broad in average megawatt hour pricing in all the years expect 2020. What’s driving those numbers? Is it just improved power markets, inflation, if you could give just kind of a breakdown I would appreciate it?

Sorry Andrew, just to clarify your saying why it sequentially kind of through ’19, ’20, ’21,’22 why are we – why is the average contract price increasing?

Yeah, you're basically getting a lift across the board. Is it…?

Yeah, so that comes broadly from inflation indexation of our contract. Especially with the new contract that we’ve signed for our Ontario fleet, they escalate at 3% so that’s an incremental benefit. Also we do have some lower price PPAs that are falling away over that period. So it's a mix of those two things that’s driving that growth over time.

Okay, that's helpful. And then just on the monetization of the hydro. How far can you push that model and is it something that Canada what we’ve seen on another Brookfield company being Brookfield Property Partners where we’ve seen 90% interest in certain buildings being sold to third parties, but Brookfield is still managing those buildings. Would you push the model that far?

Yeah Andrew, the simple answer is, yes, we would push the model that far. I think obviously this is a really valuable source of capital that we have on our balance sheet and you know if we’re in the business of generating 12% to 15% returns, if we have assets where we've done all the work, we put in contracts, we’ve optimized the capital structure and we've protected the assets with good investment over the years, that the market would value at a higher multiple and a lower overall return. We should sell those, that’s the right thing to do and we would absolutely consider you know pushing that all the way up to a very, very high level of sale with a small interest in a continuing role in the operations, if that's what people benefit. We are opportunistic as you know and so we never hold ourselves to any particular threshold that we don't think is reasonable.

And then maybe just as a follow-up, you know given that kind of dynamic and the delta and what you've sold assets for verses where the stock is trading, to what degree would you push share buybacks?

Yeah, it's a great question. I think we have a normal course issuer bid in place and obviously as I said in our earlier comment where we're starting to hold on to our cash harvested and look for opportunities, that would be one of the opportunities that we are looking at, no different than looking at investment decisions around assets, businesses or various portfolios. Buying back our stock is just another investment and is another capital allocation tool we have at our disposal. So as we see public market valuations continue to deteriorate, it's obviously something that’s on our radar and we could consider as part of the overall strategy of generating the appropriate return for our shareholders.

Okay, that's great. Thank you.

Your next question comes from a line of Mark Jarvi with CIBC Capital Markets. Please go ahead.

Good morning, everyone. I just wanted to go on the comment about the option for extending the contract at Great Lakes Power. Can you provide more color in terms of – is there any concessions that you have to make on pricing before 2029. Do you actually have that option of is just you could extend the contract beyond 2029?

It’s just a simple option to extend and it’s really meant to protect that in the event that markets are weak during that period and gives BEP effectively the ability to ensure that its cash flows are stable posted the 2029 period. It’s just a bit of a floor price. So obviously our view would be that power prices would be higher than that at this stage overall, but this just gives that a little bit of insurance.

Okay, and then in terms of just the net impact on the corporate cost by terminating the marking agreement. So your absorption of those marking costs directly, so I’m just wondering, should it be sort of neutral from a cost profile?

Yes, it’s largely neutral. I think over time as we’ve created more efficiencies in the business, what you get now is those efficiencies will actually fall to BEPs bottom line. So before it was really just a simple fee that BEP was paying BAM and I think what we have now is the opportunity to look at that business, make sure it's being run efficiently and to the extent that we can drive cost savings. Those cost savings run through BEPs bottom line and that's great upside for BEPs shareholders.

Okay, that’s helpful. And then just on the U.S. the New York hydro's and the step down of pricing overtime. Can you just walk us through in terms of how other revenue streams like capacity payments and sort of revenues work with that in terms of what you'd expect for realized pricing for those assets as the contract with BAM steps down.

Sure. So first of all just to remind you, the contract that BAM has historically had with BEP and particularly the New York contract, it's an all in price contract for all energy capacity and any other green attribute that we sell whether that's an ancillary service or a rack [ph] that we might get. So it’s an all in price that BAM pays BEP and effectively then takes on the exposure from the market perspective and I would say today generally what we're seeing in the U.S. Northeast between energy, racks, capacity and some other ancillary products that we sell, typically like stabilization services, we’re generating in the mid-50s and so I think what you'll see is as that contract steps down, by the time it gets to its end of the step down it will largely be in line with the current market price.

Okay, that's helpful. Those were my questions now. Thanks guys.

Your next question comes from the line of Ben Pham with BMO. Please go ahead.

Alright, thanks guys. I wanted to dig into the multiple of the 15x versus 20x you highlighted on the Canadian hydro sale. Is the 20x, is that what you're getting today and then the 15 times is uplift on the pricing. Is that the difference between the two? I just wasn’t showing the outage?

No Ben, so just simply put, the assets we sold, three assets in Canada are all contracted and have long term PPAs attachments. So simply just using the contract price and coming up with the EBITDA using that contract price and looking at the enterprise value based on the sales price, the transaction was completed at north of 15x. So that’s just the simple math. What I was trying to articulate though, is that if you come - if you then replace that contracted price with current merchant power prices, merchant energy capacity and ancillary, the implied EV to EBITDA multiple would be in excess of 20x and that's relevant because when you see merchant hydro trade today, it's generally trading at 20x to 20x plus, and so it all kind of triangulated with where the market is today. The market generally today is in that range where hydro trades at 20x on a merchant basis and then obviously if their contract’s in place, those contracts then drive a different trading multiple, but you can see that you know where our hydro’s are trading is largely in line with the high end of the market and I think that speaks to the fact that they are just high quality act and in particular they have storage capability and that's really, really meaningful to buyers in the current market.

Okay, so the 20x is probably what you are seeing in the private market versus your stocks probably at 12 or so and then the 15 really, they are actually 20.

Yeah, and I think its relevant, because if you look at you know 80% of our asset base and cash flows or hydro's which do have this trading multiple that gets attached to them in the private market and yet the point we're trying to make in our commentary is that today investors tend to be overly focused on just the dividend and don't distinguish between balance sheet quality, asset quality and long term earnings quality, and that's an important distinction which would mean that if that continues, then for us the private markets tend to be a really excellent way to surface value and continue to grow the business.

Okay, thanks for clarifying that. And can you perhaps, it's just – I know for me it's been a while since the big 11 restructuring. So BAM buy is about 30% of your power today. I’m not sure you have that at your finger tip, but can you high level just walk through what those assets are right now. I mean obviously the Canadian Hydros are in there and then just talk about just maybe the contract, the ratio and what’s left on all those buckets.

Sure. So the only contract that's left is the New York assets. Everything else has been pushed down with the contracts either eliminated or just completely harmonized to the third party back to back agreement. So really from 2011 where we had PPAs between BEP and BAM for assets in Canada, assets in New York, assets that we had in Massachusetts, or sorry in New England more broadly, all of that has been eliminated with this restructuring and really we just have the singular contract now that’s left between BEP and BAM in relation to its New York portfolio.

Okay, great. And then lastly, can you also remind us how you guys are calculating long term averages in that portfolio. Is that refreshing at every quarter you are doing every five years?

It’s neither. It's typically done – generally it's done every year and it's largely driven around our financings, because we borrow at the project level with investment grade debt, often the financing covenants and primers require us to refresh our LPA estimates using a third party independent engineer. So all of our LPA is vetted by i.e., their independent engineers and its obviously the whole portfolio rotates over and so most of the assets are looked at every year and typically what the independent engineers are looking at is a 30 to 50 year history. In some instances where the data exists, we're going back 70 years. And I think the important thing is obviously, you know if you look at from when we started 20 years ago, we are about bang on LPA if you look at it through that history and in fact even when you look at BEP from when BEP was formed in 2011, we’re about bang on LPA. But naturally we get it you know. When you're down investors get nervous and when you're up, you know people sort of exclude it from their analysis because it's seen as one time. So we understand the questions and we understand why people look at it, but you know what we get ourselves comfortable with is our own operating history over the last 20 years and then the independence engineer’s assessments for every one of our assets in our portfolio which then supports the financings, which then validate our long term averages.

Alright, that's great to get that data point session on the historical trend. Thank you.

Your next question comes from a line of Rupert Merer with National Bank. Please go ahead.

Hi, good morning everyone.

Good morning.

Can you talk a little about Brazil? We've had an election recently and of course some changes in the exchange rate over the last six months. How do you see that market for investment today and are there any asset sales coming at a privatization set that could be of interest to you?

Great question! I think obviously with both in our winning and the currency trading more positively in the last you know really couple of weeks, lots of people's expectation is that he would win. That's net-net-net positive to our existing assets in the marketplace and I think generally net positive for investment flows in the country. You know look, our view is that he is going to stick to what he said during his campaigns, which is more privatizations, attracting more foreign direct investment. He does have a pro-business stance and obviously you know we get it. He said certain things that you know just in the world today you see more and more political leaders saying things of that nature. But we think in general he will continue his pro-business mandate. He well be able to accomplish a lot of what he said, because obviously having gone through the deep recession and the corruption scandal in Brazil there’s significant political will and will at the people level to move forward and drive economic growth as a key mandate for the success of that country, which we believe is where what he's positioning himself around. As far as asset sales go, I think you will see more asset sales in the country in particular in the power sector, as the country needs the capital and I think the more important part for us in the power side is just that we think that competition in the power sector maybe a little bit, may continue to be muted and that might play to our strengths. So we'll look at Brazil as a really positive market to invest in. We've been looking at investments over the last four years through all of this, but there's been a very, very strong bid in particular from Asian investors in the country. And we think as many of them take a pause to digest the things that they bought, this may open a unique window for investors like ourselves where we could secure a good transactions. And obviously we have a large development pipeline there that we continue to build out as well.

Hey great, thanks for the color and then quickly on Ireland, you made a tuck in there, that's a market we typically think of as having quite high valuations. Can you talk about how that asset made sense for you?

Sure. You know with Ireland the real benefit we have is because we have such a large development pipeline and developers on the ground, often you get a small developer who needs capital very quickly and doesn't have the time to run an option, doesn't have the time to run a process and you know we've seen this in North America over the years too. That's when you get your greatest little tuck-in acquisition. It’s not a huge amount of capital, but you can buy things that values that work from your return perspective that you would never otherwise be able to do if they went to market and it's simply because of the relationships that we build along the way and because people understand that if you would need speed and certainty of execution, then we just have a good track record in that regard. So I would say this was simply a function of assets that the seller needed to monetize very quickly and we were able to fill that hole.

Great, thanks very much.

Your next question comes from a line of Nelson Ng with RBC Capital Markets. Please go ahead.

Great, thanks. First of all, just a just a quick clarification on the Irish tuck-in. So was that done through TerraForm Power or directly through Brookfield renewal?

It was done through Brookfield renewable. It was sourced in advance of us acquiring TerraForm and so it just – it was not part of the new framework that we have with TerraForm.

Okay, and then in terms of the I guess Brookfield renewables share of investment of $20 million compared to the FFO of $1 million, is that $1 million like net of assumed financing costs.

Yes, that’s net of financing costs and that is our share. It would be about 40% of that project and so the $1 million is our share net of financing.

Got it, okay. And then just on the hydro asset sale, are all three of those assets in Ontario or is there something in Quebec as well?

No, its Ontario and DC, there is nothing in Quebec.

Okay, and then in terms of the $650 million of proceeds, is that cash taxable in any way or do you have enough tax losses to offset any potential profit.

Yeah, we would have substantial NOLs in the business. So this would be, these proceeds would be after tax proceeds because of our shelter that we have.

Okay, and then just one last one. In terms of the wind and solar assets in South Africa, can you just give us some more color on timing? Are you expecting to divest this by the end of this year or could that drift into 2019.

We have a signed agreement we expect to close by the end of the year. Obviously you know we need approvals that are out of our control, but it's all tracking well and we think we can get it completed by the end the year.

Okay, thanks. Those are all my questions.

Your next question comes from the line of Jeremy Rosenfield with Industrial Alliance. Please go ahead.

Yeah thanks, good morning. Just a couple of clean up questions. First on the asset sale, and I apologize if you covered it earlier. I’m trying to bridge from EBITDA to FFO, was there any specific project level debt within the Canadian hydro portfolio?

Yeah, those assets are financed at investment grade and so the proceeds that we're talking about are all net of net debt and effective immediate, that share of the equity value.

Okay, and in terms of the reporting of the transfer of ownership, do you have to deconsolidate from a reporting perspective or do you retain sort of consolidation of the assets?

No, we will maintain operating control of those assets, so we'll continue to consolidate them.

Okay, and then just to follow up on Rupert‘s question on Brazil. Can you remind us just from more of a strategic perspective, is there a maximum threshold or maximum amount that you want to actually be invested in Brazil? You know when thinking about portfolio diversification across different jurisdictions and I know I think it’s about 15% of FFO in Brazil right now, but what’s the sort of threshold that you'd be comfortable with and how much more room do you think you have investing in that jurisdiction?

So I would say we generally think we’ll invest you know 25% to 30% of our capital in markets that are outside of North America and Western Europe and that is a basket of countries that includes Brazil, India, China and obviously Columbia and so we don't put a hard cap on any one country. But that being said, we think that as we moved out into the world into more countries outside of those regions, it just gives us more flexibility to move our capital amongst the emerging market regions where we see the best value, but the overall allocation to emerging markets hasn't changed. So generally I'd say 25% is a good overall target. We put that out at our Investor Day and in that will be the various countries I just laid out as far as – and Brazil being obviously an important one.

Okay, good. Thank you, that’s it from me.

Your next question comes from the line of Frederic Bastien with Raymond James. Please go ahead.

Thanks. Back on the asset sales, you own many hydro facilities in Canada. What made you decide to sell the Great Lakes Carmichael and Kokish facilities in particular?

Well, that’s a great question Frederic. You know I just think today those were very easy to sell in light of the fact that people didn't have to come up with the merchant view of power in the near term and so you know we were trying to do something that was highly efficient, quick and something that we could broadly market. So it was just a very marketable portfolio in light of that certainty of cash flow coming in and in a market where you know there is investor volatility today, it was something that we just felt had ease of executions. So there is nothing more to it than really that.

Okay, thanks. The other one form me, can you speak to the other $0.5 billion of asset sales in which you have yet to execute?

Yeah, so we intent to – the bulk of that is really around – we intend to see another 25% of the same portfolio to one of our funds which we intent to do this quarter, and the fourth quarter really off the back of this sale that we just made. So I would say the vast majority of the remaining assets sales is that and then we have a few other smaller assets that we’re selling and they we’re pretty advanced on, but they would be small in the overall numbers.

Got it. Okay, thanks for that.

And there are no further questions in the queue, I’ll turn the call back over to the presenters.

Okay, well thank you everyone. We appreciate the questions and the interest. As always, we look forward to talking to you in February at our year-end conference call. Thank you.

This concludes today's conference call. You may now disconnect.