RISK
FACTORS
An investment in the Securities
is subject to a number of risks. Before deciding whether to invest in the Securities, investors should consider carefully the risks described
in the relevant Prospectus Supplement and the information incorporated by reference in this Prospectus (including subsequently filed documents
incorporated by reference). Specific reference is made to the section entitled “Part 6 — Business Environment and Risks”
in the MD&A, the section entitled “Business Environment and Risks” in the AIF and the risks included in the Interim MD&A,
each of which is incorporated by reference in this Prospectus.
SUPPLEMENTAL
FINANCIAL INFORMATION
The following consolidating
summary financial information is provided in compliance with the requirements of item 13.2 of National Instrument 44-101F1 – Short
Form Prospectus. The tables below present summarized financial information for the years ended December 31, 2024 and 2023
and the three and nine months ended September 30, 2025 and 2024 for (i) the Company, (ii) BFI, (iii) the US LLC Issuer,
(iv) BFI II, (v) the AUS Issuer, (vi) the UK Issuer, (vii) the US Pref Issuer, (viii) BFI IV, (ix) BFI
V, (x) the Company’s subsidiaries, other than the Debt Issuers and Pref Issuers, on a combined basis, (xi) consolidating
adjustments, and (xii) the Company and all of its subsidiaries on a consolidated basis, in each case for the periods indicated.
Such summary financial information is intended to provide investors with meaningful and comparable financial information about the Company
and its subsidiaries. This summarized financial information should be read in conjunction with the Company’s audited consolidated
financial statements for the fiscal years ended December 31, 2024 and 2023 and the Company’s unaudited interim condensed and
consolidated financial statements as at and for the three and nine months ended September 30, 2025 and for the three and nine months
ended September 30, 2024 which are incorporated by reference into this Prospectus.
AS
AT AND FOR THE THREE
MONTHS ENDED SEP. 30, 2025
(MILLIONS) | |
The
Company | | |
BFI | | |
BFI
II | | |
US
LLC
Issuer | | |
US
Pref
Issuer | | |
AUS
Issuer | | |
UK
Issuer | | |
BFI
IV | | |
BFI
V | | |
Subsidiaries
of
the Company
Other than the
Debt
Issuers and
Pref Issuers(1) | | |
Consolidating
Adjustments(2) | | |
The
Company
Consolidated | |
| Revenues | |
$ | 911 | | |
$ | 156 | | |
$ | 27 | | |
$ | 11 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 22,185 | | |
$ | (4,373 | ) | |
$ | 18,917 | |
| Net
income (loss) attributable to shareholders | |
| 219 | | |
| 24 | | |
| 16 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,330 | | |
| (3,370 | ) | |
| 219 | |
| Total
assets | |
| 78,166 | | |
| 15,123 | | |
| 732 | | |
| 563 | | |
| — | | |
| — | | |
| 170 | | |
| — | | |
| — | | |
| 597,447 | | |
| (177,615 | ) | |
| 514,586 | |
| Total
liabilities | |
| 31,509 | | |
| 13,637 | | |
| 726 | | |
| 561 | | |
| — | | |
| — | | |
| 2 | | |
| — | | |
| — | | |
| 342,745 | | |
| (37,674 | ) | |
| 351,506 | |
| Non-controlling
interest – preferred equity | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 230 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 230 | |
AS
AT DEC. 31, 2024 AND FOR THE
THREE MONTHS ENDED SEP. 30, 2024
(MILLIONS) | |
The
Company | | |
BFI | | |
BFI
II | | |
US
LLC
Issuer | | |
US
Pref
Issuer | | |
AUS
Issuer | | |
UK
Issuer | | |
BFI
IV | | |
BFI
V | | |
Subsidiaries
of
the Company
Other than the
Debt
Issuers and
Pref Issuers(1) | | |
Consolidating
Adjustments(2) | | |
The
Company
Consolidated | |
| Revenues | |
$ | 547 | | |
$ | 120 | | |
$ | 2 | | |
$ | 11 | | |
$ | — | | |
$ | — | | |
$ | 3 | | |
$ | — | | |
$ | — | | |
$ | 23,367 | | |
$ | (3,427 | ) | |
$ | 20,623 | |
| Net
income (loss) attributable to shareholders | |
| 64 | | |
| 6 | | |
| (8 | ) | |
| — | | |
| — | | |
| — | | |
| 4 | | |
| — | | |
| — | | |
| 2,523 | | |
| (2,525 | ) | |
| 64 | |
| Total
assets | |
| 85,449 | | |
| 11,640 | | |
| 699 | | |
| 552 | | |
| — | | |
| — | | |
| 169 | | |
| — | | |
| — | | |
| 560,910 | | |
| (168,995 | ) | |
| 490,424 | |
| Total
liabilities | |
| 39,472 | | |
| 10,457 | | |
| 693 | | |
| 550 | | |
| — | | |
| — | | |
| 1 | | |
| — | | |
| — | | |
| 315,601 | | |
| (41,733 | ) | |
| 325,041 | |
| Non-controlling
interest – preferred equity | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 230 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 230 | |
FOR
THE NINE MONTHS
ENDED SEP. 30, 2025
(MILLIONS) | |
The
Company | | |
BFI | | |
BFI
II | | |
US
LLC
Issuer | | |
US
Pref
Issuer | | |
AUS
Issuer | | |
UK
Issuer | | |
BFI
IV | | |
BFI
V | | |
Subsidiaries
of
the Company
Other than the
Debt
Issuer and
Pref
Issuers(1) | | |
Consolidating
Adjustments(2) | | |
The
Company
Consolidated | |
| Revenues | |
$ | 2,057 | | |
$ | 389 | | |
$ | 6 | | |
$ | 33 | | |
$ | — | | |
$ | — | | |
$ | 4 | | |
$ | — | | |
$ | — | | |
$ | 62,934 | | |
$ | (10,479 | ) | |
$ | 54,944 | |
| Net
income (loss) attributable to shareholders | |
| 564 | | |
| 4 | | |
| (24 | ) | |
| — | | |
| — | | |
| — | | |
| 4 | | |
| — | | |
| — | | |
| 7,830 | | |
| (7,814 | ) | |
| 564 | |
FOR
THE NINE MONTHS
ENDED SEP. 30, 2024
(MILLIONS) | |
The
Company | | |
BFI | | |
BFI
II | | |
US
LLC
Issuer | | |
US
Pref
Issuer | | |
AUS
Issuer | | |
UK
Issuer | | |
BFI
IV | | |
BFI
V | | |
SSubsidiaries of
the Company
Other than the
Debt
Issuers, the US
Pref Issuer, BFI
IV and BFI V(1) | | |
Consolidating
Adjustments(2) | | |
The
Company
Consolidated | |
| Revenues | |
$ | 2,282 | | |
$ | 720 | | |
$ | 46 | | |
$ | 33 | | |
$ | — | | |
$ | — | | |
$ | 11 | | |
$ | — | | |
$ | — | | |
$ | 74,170 | | |
$ | (10,682 | ) | |
$ | 66,580 | |
| Net
income (loss) attributable to shareholders | |
| 209 | | |
| 408 | | |
| 16 | | |
| — | | |
| — | | |
| — | | |
| 11 | | |
| — | | |
| — | | |
| 7,550 | | |
| (7,985 | ) | |
| 209 | |
AS
AT AND FOR THE YEAR ENDED
DEC. 31, 2024
(MILLIONS) | |
The
Company | | |
BFI | | |
BFI
II | | |
US
LLC
Issuer | | |
US
Pref
Issuer | | |
AUS
Issuer | | |
UK
Issuer | | |
BFI
IV | | |
BFI
V | | |
Subsidiaries
of
the Company
Other than the
Debt
Issuer and Pref
Issuers(1) | | |
Consolidating
Adjustments(2) | | |
The
Company
Consolidated | |
| Revenues | |
$ | 3,432 | | |
$ | 830 | | |
$ | 100 | | |
$ | 45 | | |
$ | — | | |
$ | — | | |
$ | 15 | | |
$ | — | | |
$ | — | | |
$ | 95,409 | | |
$ | (13,825 | ) | |
$ | 86,006 | |
| Net income (loss) attributable
to shareholders | |
| 641 | | |
| 416 | | |
| 60 | | |
| (1 | ) | |
| — | | |
| — | | |
| 15 | | |
| — | | |
| — | | |
| 9,872 | | |
| (10,362 | ) | |
| 641 | |
| Total assets | |
| 85,449 | | |
| 11,640 | | |
| 699 | | |
| 552 | | |
| — | | |
| — | | |
| 169 | | |
| — | | |
| — | | |
| 560,910 | | |
| (168,995 | ) | |
| 490,424 | |
| Total liabilities | |
| 39,472 | | |
| 10,457 | | |
| 693 | | |
| 550 | | |
| — | | |
| — | | |
| 1 | | |
| — | | |
| — | | |
| 315,601 | | |
| (41,733 | ) | |
| 325,041 | |
| Non-controlling interest –
preferred equity | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 230 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 230 | |
AS
AT AND FOR THE YEAR ENDED
DEC. 31, 2023
(MILLIONS) | |
The
Company | | |
BFI | | |
BFI
II | | |
US
LLC
Issuer | | |
US
Pref
Issuer | | |
AUS
Issuer | | |
UK
Issuer | | |
BFI
IV | | |
BFI
V | | |
Subsidiaries
of
the Company
Other than the
Debt
Issuers and Pref
Issuers(1) | | |
Consolidating
Adjustments(2) | | |
The
Company
Consolidated | |
| Revenues | |
$ | 2,787 | | |
$ | 312 | | |
$ | 24 | | |
$ | 24 | | |
$ | — | | |
$ | — | | |
$ | 15 | | |
$ | — | | |
$ | — | | |
$ | 104,704 | | |
$ | (11,942 | ) | |
$ | 95,924 | |
| Net income (loss) attributable
to shareholders | |
| 1,130 | | |
| (27 | ) | |
| (17 | ) | |
| — | | |
| — | | |
| — | | |
| 15 | | |
| — | | |
| — | | |
| 8,382 | | |
| (8,353 | ) | |
| 1,130 | |
| Total assets | |
| 77,567 | | |
| 10,813 | | |
| 757 | | |
| 552 | | |
| — | | |
| — | | |
| 160 | | |
| — | | |
| — | | |
| 565,663 | | |
| (165,417 | ) | |
| 490,095 | |
| Total liabilities | |
| 31,790 | | |
| 8,793 | | |
| 752 | | |
| 549 | | |
| — | | |
| — | | |
| 1 | | |
| — | | |
| — | | |
| 324,239 | | |
| (44,271 | ) | |
| 321,853 | |
| Non-controlling interest –
preferred equity | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 230 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 230 | |
| (1) | This column accounts for investments in all subsidiaries of the Company other than the Debt Issuers and the Pref Issuers on
a combined basis. |
| (2) | This column includes the necessary amounts to present the Company’s results on a consolidated basis. |
As permitted by Rule 13-01
of Regulation S-X, the Company has omitted certain additional financial disclosures that would otherwise be required by Rule 13-01 of
Regulation S-X with respect to the subsidiary Issuers because they have no significant assets or liabilities, and no ongoing operations,
other than in connection with any debt or preferred securities that they may issue, and accordingly, such additional financial disclosures
are not deemed material. The Company will fully and unconditionally guarantee the debt or preferred securities issued by each such subsidiary
Issuer. Please see “Description of Debt Securities — General” and “Description of the US Preferred Shares —
Guarantee” for additional information about the guarantees.
