Obligation Brookfield Asset Management 4.7% ( US11271LAB80 ) en USD

Brookfield Asset Management

100 % ▲

Canada

US11271LAB80 ( en USD )

4.7% par an ( paiement semestriel )

20/09/2047

Prospectus brochure de l'obligation Brookfield AM US11271LAB80 en USD 4.7%, échéance 20/09/2047

2 000 USD

550 000 000 USD

11271LAB8

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

20/03/2026 ( Dans 11 jours )

Brookfield Asset Management est une société mondiale de gestion d'actifs axée sur les investissements alternatifs dans l'immobilier, les infrastructures, les énergies renouvelables et les crédits privés.

L'Obligation émise par Brookfield Asset Management ( Canada ) , en USD, avec le code ISIN US11271LAB80, paye un coupon de 4.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/09/2047

L'Obligation émise par Brookfield Asset Management ( Canada ) , en USD, avec le code ISIN US11271LAB80, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Brookfield Asset Management ( Canada ) , en USD, avec le code ISIN US11271LAB80, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS Prospectus Supplement
Table of Contents
Filed Pursuant to General Instruction II.L of Form F-10
File Nos. 333-220746 and 333-220746-01
PROSPECTUS SUPPLEMENT
(To a Short Form Base Shelf Prospectus Dated February 17, 2017, as Amended by Amendment No. 1 Dated September 29, 2017)
New Issue

January 11, 2018
BROOKFIELD FINANCE INC.
US$650,000,000 3.900% Notes due January 25, 2028
US$350,000,000 4.700% Notes due September 20, 2047
Ful y and unconditional y guaranteed by Brookfield Asset Management Inc.
Brookfield Finance Inc. ("BFI") is offering US$650,000,000 aggregate principal amount of 3.900% notes due January 25, 2028 (the "2028 notes") and
US$350,000,000 aggregate principal amount of 4.700% notes due September 20, 2047 (the "2047 notes" and, together with the 2028 notes, the "notes"). BFI
wil pay interest on the 2028 notes each January 25 and July 25. BFI wil pay interest on the 2047 notes each March 20 and September 20. BFI wil make the first
interest payment on the 2028 notes on July 25, 2018. BFI wil make the first interest payment on the 2047 notes on March 20, 2018. Unless BFI redeems the notes
earlier, the 2028 notes wil mature on January 25, 2028 and the 2047 notes wil mature on September 20, 2047. BFI may redeem some or al of the notes of a
series at any time at the applicable Redemption Price (as defined herein). BFI wil be required to make an offer to purchase the notes of a series at a price equal to
101% of their principal amount, plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event
(as defined herein) in respect of the notes of such series. BFI may also redeem al of the notes of a series at any time in the event that certain changes affecting
Canadian income taxation occur. The notes wil be ful y and unconditional y guaranteed as to payment of principal, premium (if any) and interest and certain
other amounts by Brookfield Asset Management Inc. (the "Company").
BFI currently has outstanding US$550,000,000 aggregate principal amount of its 4.700% notes due September 20, 2047 (the "Original 2047 Notes"). The 2047
notes offered hereby have the same terms as the Original 2047 Notes, except for the issue date and the price to the public. The 2047 notes offered under this
prospectus supplement wil have the same CUSIP number as the Original 2047 Notes and wil trade interchangeably with such notes immediately upon settlement.
Upon closing of this offering, the aggregate principal amount of the 2047 notes, together with the Original 2047 Notes, and assuming al 2047 notes offered hereby
are sold, wil be US$900,000,000.
The 2028 notes are a new series of securities with no established trading market. The notes are not and wil not be listed on a securities
exchange or quotation system and consequently, there is no market through which the notes may be sold and purchasers may not be able to
resel the notes purchased under this prospectus supplement. This may affect the pricing of the notes in the secondary market, the
transparency and availability of trading prices, the liquidity of the notes and the extent of issuer regulation. See "Risk Factors".
Investing in the notes involves risks. See "Risk Factors" beginning on page S-10.
Per
Total
Per
Total

2028 Note
2028 Notes
2047 Note
2047 Notes
Public Offering Price(1)

99.654%

US$647,751,000
101.963%(2)
US$356,870,500(2)
Underwriting Fees

0.650%

US$4,225,000

0.875%

US$3,062,500
Proceeds to BFI (before expenses)

99.004%

US$643,526,000
101.088%
US$353,808,000
(1)
The effective yield of the 2028 notes, if held to January 25, 2028, wil be 3.942%, and the effective yield of the 2047
notes, if held to September 20, 2047 wil be 4.577%.

(2)
Plus accrued interest from and including September 14, 2017 to, but excluding, the date of delivery, in the amount of US$5,620,416.67.
Accrued interest must be paid by the purchasers of the 2047 notes.
Interest on the 2028 notes wil accrue from January 17, 2018. Interest on the 2047 notes wil accrue from September 14, 2017. The offering prices of the notes
wil be payable in U.S. dol ars.
This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and
Canada, to prepare this prospectus supplement and the accompanying base shelf prospectus in accordance with Canadian disclosure
requirements. Prospective investors should be aware that such requirements are different from those of the United States. The financial
statements incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board ("IFRS") and are subject to Canadian auditing and auditor independence standards, and thus may
not be comparable to financial statements of U.S. companies.
Prospective investors should be aware that the acquisition of the notes may have tax consequences both in the United States and in Canada.
Such consequences for investors who are residents in, or citizens of, the United States may not be described ful y in this prospectus
supplement and the accompanying base shelf prospectus. Prospective investors should consult their own tax advisors with respect to their
particular circumstances. Prospective investors should read the risk factors and tax discussion beginning on pages S-10 and S-26,
respectively.

The enforcement by investors of civil liabilities under the U.S. federal securities laws may be affected adversely by the fact that BFI and the
Company are incorporated under the laws of the Province of Ontario, that some or al of BFI's and the Company's officers and directors may be
residents of Canada, that some or al of the underwriters or experts named in this prospectus supplement and the accompanying base shelf
prospectus may be residents of Canada and that al or a substantial portion of BFI's and the Company's assets and such persons may be
located outside the United States.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY
U.S. STATE SECURITIES COMMISSION OR ANY CANADIAN SECURITIES REGULATORY AUTHORITY, NOR HAS THE SEC, ANY U.S. STATE SECURITIES
COMMISSION OR ANY CANADIAN SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Deutsche Bank Securities Inc., Merril Lynch, Pierce, Fenner & Smith Incorporated, Banco Bradesco BBI S.A., BNP Paribas Securities Corp., Itau BBA USA
Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, Santander Investment Securities Inc., SG Americas
Securities, LLC and SMBC Nikko Securities America, Inc. (the "underwriters") as principals, conditional y offer the notes, subject to prior sale, if, as and when
issued by us and accepted by the underwriters in accordance with the conditions contained in the underwriting agreement referred to under "Underwriting". This
offering wil be made in Canada by Merril Lynch Canada Inc., a broker-dealer affiliate of Merril Lynch, Pierce, Fenner & Smith Incorporated. Deutsche Bank
Securities Inc., Banco Bradesco BBI S.A., BNP Paribas Securities Corp., Itau BBA USA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc.,
Natixis Securities Americas LLC, Santander Investment Securities Inc., SG Americas Securities, LLC and SMBC Nikko Securities America, Inc., whom we refer to in
this prospectus supplement as underwriters, wil not offer the notes offered hereby in Canada. In connection with this offering, the underwriters may over-al ot or
effect transactions which stabilize or maintain the market price of the notes at levels other than those which otherwise might prevail on the open market. Such
transactions, if commenced, may be discontinued at any time. In certain circumstances, the underwriters may offer the notes at a price lower than stated above.
See "Underwriting".
Delivery of the notes, in book-entry form only, wil be made through The Depository Trust Company on or about January 17, 2018.
BFI's head and registered office is at Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3.
Joint Book-Running Managers
Deutsche Bank Securities
BofA Merrill Lynch
Co-Managers
Bradesco BBI

BNP PARIBAS

Itaú BBA

Mizuho Securities

MUFG

Natixis

Santander

SOCIETE GENERALE

SMBC Nikko

Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
DOCUMENTS INCORPORATED BY REFERENCE

S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

S-2
CAUTIONARY STATEMENT REGARDING THE USE OF NON-IFRS MEASURES

S-3
PRESENTATION OF FINANCIAL INFORMATION

S-3
SUMMARY

S-4
The Company

S-4
Brookfield Finance Inc.

S-4
Recent Developments

S-4
The Offering

S-5
Summary Financial Data

S-8
RISK FACTORS
S-10
USE OF PROCEEDS
S-12
EARNINGS COVERAGE RATIOS OF THE COMPANY
S-13
CONSOLIDATED CAPITALIZATION OF THE COMPANY
S-14
CONSOLIDATED CAPITALIZATION OF BFI
S-14
DESCRIPTION OF THE NOTES
S-15
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
S-26
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-29
UNDERWRITING
S-32
PRIOR SALES
S-37
LEGAL MATTERS
S-37
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
S-37
Amendment No. 1 Dated September 29, 2017 to the Base Shelf Prospectus
Base Shelf Prospectus dated February 17, 2017

Page
DOCUMENTS INCORPORATED BY REFERENCE

i
AVAILABLE INFORMATION

i i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

i i
SUMMARY

1
The Company

1
Brookfield Finance Inc.

1
Brookfield Finance LLC

1
The Offering

1
RISK FACTORS

2
RATIO OF EARNINGS TO FIXED CHARGES

3
USE OF PROCEEDS

4
DESCRIPTION OF CAPITAL STRUCTURE OF THE ISSUERS

4
DESCRIPTION OF THE PREFERENCE SHARES

4
DESCRIPTION OF THE CLASS A SHARES

5
DESCRIPTION OF DEBT SECURITIES

6
CONSOLIDATING SUMMARY FINANCIAL INFORMATION

17
PLAN OF DISTRIBUTION

18
EXEMPTIVE RELIEF

19
LEGAL MATTERS

19
EXPERTS

19
MATERIAL CHANGES

19
EXPENSES

20
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

20

Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement (the "prospectus supplement"), together with the accompanying base shelf prospectus dated
February 17, 2017, as amended by Amendment No. 1 dated September 29, 2017 (the "base shelf
prospectus"). We have not authorized anyone to provide you with information that is different. You should
not assume that the information contained in this prospectus supplement or the accompanying base shelf
prospectus is accurate as of any date other than the date on the front of this prospectus supplement. This
document may only be used where it is legal to sel the notes.
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim
otherwise.
This prospectus supplement together with the short form base shelf prospectus to which it relates dated February 17,
2017, as amended by Amendment No. 1 dated September 29, 2017, as further amended or supplemented, and each
document incorporated by reference in the short form base shelf prospectus, as amended or supplemented, constitutes a
public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only
by persons permitted to sell such securities.
Information has been incorporated by reference in this prospectus supplement and the accompanying short form base
shelf prospectus to which it relates, as amended or supplemented, from documents filed with securities commissions or
similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request
without charge from the office of the Corporate Secretary of the Company at Suite 300, Brookfield Place, 181 Bay Street,
Toronto, Ontario, Canada, M5J 2T3, Telephone: (416) 363 9491, and are also available electronically at www.sedar.com.
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING BASE SHELF PROSPECTUS
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of the notes.
The second part, the accompanying base shelf prospectus, gives more general information, some of which may not apply
to the notes. General y, the term "Prospectus" refers to both parts combined.
As used in this prospectus supplement, unless the context otherwise indicates, references to the "Company" refer to
Brookfield Asset Management Inc. and references to "we", "us", "our" and "Brookfield" refer to the Company and its
direct and indirect subsidiaries, including BFI.
If the description of the notes varies between this prospectus supplement and the accompanying base shelf
prospectus, you should rely on the information in this prospectus supplement.
DOCUMENTS INCORPORATED BY REFERENCE
This prospectus supplement is deemed to be incorporated by reference in the accompanying base shelf prospectus
solely for the purpose of the notes offered hereunder.
The fol owing documents, filed with the securities regulatory authorities in each of the provinces and territories of
Canada and filed with, or furnished to, the SEC, are specifical y incorporated by reference in, and form an integral part of,
this Prospectus:
(a)
the Company's annual information form for the financial year ended December 31, 2016, dated March 31, 2017
(the "AIF");
(b)
the Company's audited comparative consolidated financial statements and the notes thereto for the fiscal
years ended December 31, 2016 and 2015, together with the accompanying auditor's report thereon;
(c)
the management's discussion and analysis for the audited comparative consolidated financial statements
referred to in paragraph (b) above (the "MD&A");
S-1

Table of Contents
(d)
the Company's unaudited comparative interim consolidated financial statements for the three and nine
months ended September 30, 2017 and 2016;
(e)
the management's discussion and analysis for the unaudited comparative interim consolidated financial
statements referred to in paragraph (d) above;
(f)
the Company's management information circular, dated May 1, 2017;
(g)
the template version (as defined in National Instrument 41-101 -- General Prospectus Requirements ("NI 41-
101")) of the preliminary term sheet for the notes dated January 11, 2018, filed on SEDAR on January 11, 2018
and filed with the SEC as Exhibit 99.1 to the Form 6-K filed by the Company on January 11, 2018 in connection
with the issuance of the notes (the "Preliminary Term Sheet"); and
(h)
the template version of the final term sheet for the notes dated January 11, 2018, filed on SEDAR on
January 11, 2018 and filed with the SEC as Exhibit 99.1 to the Form 6-K filed by the Company on January 11,
2018 in connection with the issuance of the notes (the "Final Term Sheet" and, together with the Preliminary
Term Sheet, the "Marketing Materials").
The Marketing Materials are not part of this Prospectus to the extent that the contents of the Marketing Materials have
been modified or superseded by a statement contained in this prospectus supplement.
Al of the Company's documents of the type described in Item 11.1 of Form 44-101F1 -- Short Form Prospectus
(as defined in NI 41-101), and any "template version" of "marketing materials" (each as defined in NI 41-101), which are
required to be filed by the Company or BFI with the securities regulatory authorities in Canada, and filed with the SEC
pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after
the date of this prospectus supplement and prior to the termination of this offering shal be deemed to be incorporated by
reference in this prospectus supplement.
We wil provide to each person to whom this Prospectus is delivered, a copy of any or al of the information that has
been incorporated by reference in this Prospectus, upon written or oral request, without charge, at the office of the
Corporate Secretary of the Company at Suite 300, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3,
Telephone: (416) 363-9491.
Any statement contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shal be deemed to be modified or superseded for the purposes
of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently
filed document that also is or is deemed to be incorporated by reference in this Prospectus modifies or
supersedes that statement. The modifying or superseding statement need not state that it has modified or
superseded a prior statement or include any other information set forth in the document that it modifies or
supersedes. The making of a modifying or superseding statement shal not be deemed an admission for any
purposes that the modified or superseded statement, when made, constituted a misrepresentation, an
untrue statement of a material fact or an omission to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in light of the circumstances in which it was made.
Any statement so modified or superseded shal not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus and the documents incorporated by reference in this Prospectus contain forward-looking information
and other "forward-looking statements" within the meaning of Canadian and United States securities laws, including the
U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in
nature, depend upon or refer to future events or conditions, include statements regarding the operations, business,
financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing
objectives, strategies and outlook of Brookfield, as wel as the outlook for North American and international economies for
the current fiscal year and subsequent periods.
The words "expects," "anticipates," "plans," "believes," "estimates," "seeks," "intends," "targets," "projects,"
"forecasts" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may," "wil ,"
"should," "would" and "could", which are predictions of or indicate future events, trends
S-2

Table of Contents
or prospects, and which do not relate to historical matters, identify forward-looking statements. Although Brookfield
believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking
statements and information are based upon reasonable assumptions and expectations, the reader should not place undue
reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and
other factors, many of which are beyond Brookfield's control, which may cause the actual results, performance or
achievements of Brookfield to differ material y from anticipated future results, performance or achievements expressed or
implied by such forward-looking statements and information.
Factors that could cause actual results to differ material y from those contemplated or implied by forward-looking
statements include, but are not limited to: the impact or unanticipated impact of general economic, political and market
factors in the countries in which we do business; the behaviour of financial markets, including fluctuations in interest and
foreign exchange rates; global equity and capital markets and the availability of equity and debt financing and refinancing
within these markets; strategic actions including dispositions; the ability to complete and effectively integrate acquisitions
into existing operations and the ability to attain expected benefits; changes in accounting policies and methods used to
report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the
ability to appropriately manage human capital; the effect of applying future accounting changes; business competition;
operational and reputational risks; technological change; changes in government regulation and legislation within the
countries in which we operate; governmental investigations; litigation; changes in tax laws; ability to col ect amounts
owed; catastrophic events, such as earthquakes and hurricanes; the possible impact of international conflicts and other
developments including terrorist acts and cyberterrorism; and other risks and factors detailed in this prospectus
supplement and the accompanying base shelf prospectus under the heading "Risk Factors" as wel as in the AIF under the
heading "Business Environment and Risks" and the MD&A under the heading "Part 5 -- Operating Capabilities, Environment
and Risks -- Business Environment and Risks", each incorporated by reference in this prospectus supplement, as wel as in
other documents filed by Brookfield from time to time with the securities regulators in Canada and the United States.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. Nonetheless,
al of the forward-looking statements contained in this Prospectus or in documents incorporated by reference herein are
qualified by these cautionary statements. When relying on our forward-looking statements, investors and others should
careful y consider the foregoing factors and other uncertainties and potential events. Except as required by law, Brookfield
undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or
oral, that may need to be updated as a result of new information, future events or otherwise.
CAUTIONARY STATEMENT REGARDING THE USE OF NON-IFRS MEASURES
We include and incorporate by reference funds from operations ("FFO"), which is a non-IFRS financial measure. We
define FFO as net income excluding the impact of depreciation and amortization, deferred taxes and other non-cash items.
FFO is a measure of operating performance that is not calculated in accordance with, and does not have any standardized
meaning prescribed by, IFRS. FFO is therefore unlikely to be comparable to similar measures presented by other issuers.
FFO has limitations as an analytical tool. See "Part 3 -- Operating Segment Results" of the MD&A, incorporated by
reference herein, for more information on this measure.
PRESENTATION OF FINANCIAL INFORMATION
The Company publishes its consolidated financial statements in United States dol ars. In this prospectus
supplement, unless otherwise specified or the context otherwise requires, al dol ar amounts are expressed
in United States dol ars and references to "US$" and "$" are to United States dol ars and references to
"Cdn$" are to Canadian dol ars.
The Company presents its financial statements in accordance with IFRS.
S-3

Table of Contents

SUMMARY
The Company
Brookfield is a global alternative asset manager with over US$265 bil ion in assets under management. Brookfield ha
more than a 100-year history of owning and operating assets with a focus on real estate, renewable power, infrastructur
and private equity. Brookfield offers a range of public and private investment products and services. The Company'
Class A Limited Voting Shares are co-listed on the New York Stock Exchange ("NYSE"), the Toronto Stock Exchange ("TSX"
and the NYSE Euronext under the symbols "BAM", "BAM.A" and "BAMA", respectively.

Brookfield Finance Inc.
BFI was incorporated on March 31, 2015 under the Business Corporations Act (Ontario) and is an indirect whol y-owne
subsidiary of the Company. On June 2, 2016, BFI issued US$500 mil ion principal amount of 4.250% notes due June 2, 202
(the "2026 notes") at a price of 99.036% of their principal amount. On September 14, 2017, BFI issued the Original 204
Notes (together with the 2026 notes, the "existing notes") at a price of 99.219% of their principal amount. BFI has no
issued any other debt securities since its inception.
BFI has no significant assets or liabilities, no subsidiaries and no ongoing business operations of its own, other tha
the issuance of debt securities (including the existing notes and the notes offered hereby) and the investments it make
with the net proceeds of such debt securities.

Recent Developments
On November 14, 2017, the Company held the final close on Brookfield Real Estate Finance Fund V ("BREF V") wit
aggregate equity commitments of approximately US$3 bil ion. BREF V is the Company's fifth commercial real estat
finance fund targeting mezzanine debt investments through the origination of financing for high-quality propertie
predominantly in major markets across the United States. The Company committed US$400 mil ion to BREF V.
On January 2, 2018, the Company held the final close on the Brookfield Infrastructure Debt Fund ("BID") wit
aggregate equity commitments of approximately US$885 mil ion. BID is the Company's first investment vehicle focuse
on infrastructure debt, targeting mezzanine debt investments in high-quality core infrastructure assets primarily in Nort
America, as wel as in South America, Australia, and Europe.

S-4

Table of Contents

The Offering
The following is a brief summary of the terms of this offering. For a more complete description of the terms of th
notes, see "Description of the Notes" in this prospectus supplement and "Description of Debt Securities" in th
accompanying base shelf prospectus.

Issuer
Brookfield Finance Inc.

Guarantor
Brookfield Asset Management Inc.

Guarantee
The notes wil be ful y and unconditional y guaranteed as to payment of
principal, premium (if any) and interest and certain other amounts by Brookfield
Asset Management Inc.

Guarantor's
Ticker
BAMACN

Securities
US$650,000,000 principal amount of 3.900% notes due January 25, 2028 and
Offered
US$350,000,000 principal amount of 4.700% notes due September 20, 2047
(US$900,000,000 total outstanding 2047 notes, including the Original 2047
Notes).

Format
SEC registered.

Issue and
Delivery
Date
January 17, 2018.

Maturity Date The 2028 notes wil mature on January 25, 2028 and the 2047 notes wil mature
on September 20, 2047.

Interest Rate
The 2028 notes wil bear interest at a rate of 3.900% per annum and the 2047
notes wil bear interest at a rate of 4.700% per annum.

Yield
The effective yield of the 2028 notes wil be 3.942% per annum if held to
maturity, and the effective yield of the 2047 notes wil be 4.577% per annum if
held to maturity.

Interest
Interest on the 2028 notes wil be payable on January 25 and July 25 of each
Payment
year, beginning on July 25, 2018. Interest on the 2047 notes wil be payable on
Dates
March 20 and September 20 of each year, beginning on March 20, 2018.

CUSIP/ISIN
11271L AC6 / US11271LAC63 for the 2028 notes.
11271L AB8 / US11271LAB80 for the 2047 notes .

Rank
The notes wil rank equal y with any existing and any future unsecured,
unsubordinated obligations of BFI. BFI has not issued any debt securities since
its inception other than the existing notes. The notes wil be ful y and
unconditional y guaranteed by the Company and such guarantee wil rank
equal y with the Company's other unsecured, unsubordinated obligations and
wil effectively be subordinated to al existing and future liabilities of the
Company's subsidiaries (other than BFI).

Redemption
The notes are redeemable, at any time at BFI's option, at the redemption prices
set forth under the heading "Description of the Notes -- Redemption and
Repurchase". The notes are also redeemable in the event of certain changes
affecting Canadian withholding tax, as more ful y described under "Description
of the Notes -- Redemption for Changes in Canadian Withholding Taxes".

S-5

Table of Contents
Further Issues BFI may from time to time, without the consent of the holders of the 2028
notes but with the consent of the Company, create and issue further notes
having the same terms and conditions in al respects as the 2028 notes
being offered hereby, except for the issue date, the issue price and the first
payment of interest thereon. Additional notes issued in this manner wil be
consolidated with and wil form a single series with the 2028 notes being
offered hereby; provided that if such additional notes are not fungible with
the original 2028 notes offered hereby for U.S. federal income tax purposes,
then such additional notes wil be issued with a separate CUSIP or ISIN
number so that they are distinguishable from the original 2028 notes.

BFI may from time to time, without the consent of the holders of the 2047
notes but with the consent of the Company, create and issue further notes
having the same terms and conditions in al respects as the 2047 notes,
except for the issue date, the issue price and the first payment of interest
thereon. Additional notes issued in this manner wil be consolidated with
and wil form a single series with the 2047 notes and the Original 2047
Notes; provided that if such additional notes are not fungible with the 2047
notes and the Original 2047 Notes for U.S. federal income tax purposes, then
such additional notes wil be issued with a separate CUSIP or ISIN number so
that they are distinguishable from the 2047 notes and the Original 2047
Notes.

Use of Proceeds
The net proceeds from the sale of the notes wil be used for general
corporate purposes. We expect that the sales of the 2028 notes and the 2047
notes wil take place concurrently. However, the sales of the 2028 notes and
the 2047 notes are not conditional upon each other, and we may
consummate the sale of notes of one series and not the other.

Form and
The notes wil be represented by one or more ful y-registered global
Denominations securities registered in the name of a nominee of The Depository Trust
Company. Beneficial interests in those ful y-registered global securities wil
be in initial denominations of US$2,000 and subsequent multiples of
US$1,000. Except as described under "Description of the Notes" in this
prospectus supplement and "Description of Debt Securities" in the
accompanying base shelf prospectus, notes in definitive form wil not be
issued.

Change of
BFI wil be required to make an offer to purchase the notes of a series at a
Control
price equal to 101% of their principal amount, plus accrued and unpaid
interest to the date of repurchase upon the occurrence of a Change of
Control Triggering Event (as defined herein) in respect of the notes of such
series. See "Description of the Notes -- Change of Control".

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Table of Contents
Certain Covenants
The Indenture (as defined herein) governing the notes contains
covenants that, among other things, restrict the ability of the
Company and/or BFI to:
·create certain liens; and
·consolidate, merge with a third party or transfer al or substantial y
al of its assets.
These covenants are subject to important exceptions and
qualifications which are described under "Description of Debt
Securities" in the accompanying base shelf prospectus and
"Description of Notes" in this prospectus supplement.

Risk Factors
Investment in the notes involves certain risks. You should careful y
consider the information in the "Risk Factors" section of this
prospectus supplement and al other information included in this
Prospectus and the documents incorporated by reference in this
Prospectus before investing in the notes.

Governing Law
New York

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