Exhibit 1

Brookfield Asset Management

www.brookfield.com NYSE/TSX: BAM

Q3 INTERIM REPORT TO SHAREHOLDERS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007

Financial Performance

Cash Flow From Operations

	Three months ended September 30				Nine months ended September 30
(US$ MILLIONS, EXCEPT PER SHARE AMOUNTS)	2007		2006		2007		2006
Cash flow from operations
– prior to realization and major disposition gains	$	342	$	289	$	1,274	$	786
– total	$	321	$	368	$	1,332	$	942
– per share 1	$	0.52	$	0.60	$	2.17	$	1.53

1 Adjusted to reflect three-for-two stock split

Net Income

	Three months ended September 30				Nine months ended September 30
(US$ MILLIONS, EXCEPT PER SHARE AMOUNTS)	2007		2006		2007		2006
Net income
– prior to realization and major disposition gains	$	175	$	202	$	734	$	473
– total	$	93	$	245	$	441	$	559
– per share 1	$	0.13	$	0.40	$	0.68	$	0.89

1 Adjusted to reflect three-for-two stock split

Letter to Shareholders

We continued to make progress during the quarter in expanding our operations and accomplished a number of key objectives. We have now acquired more than 95% of Multiplex and expect to take up the balance of the shares shortly. This significantly expands the global scale of our asset management activities, adding a full-scale Australian operation, a presence in the Middle East and greater scope to our European business.

Although the third quarter was characterized by high volatility in the financial markets, particularly in the debt markets, our conservative balance sheet, long-term fixed-rate financing, high-quality asset base and associated cash flows, stood us well. The underlying fundamentals in almost all of our operations remain favourable, notwithstanding the variability that we experienced in our operating results this quarter.

PERFORMANCE HIGHLIGHTS

We achieved our targets in most of our operations during the quarter, and exceeded expectations in a few. In particular, we continued to expand our assets under management and recorded increased revenues from these activities. We also realized meaningful gains in our investment activities. Our results were impacted by lower generation levels within our power generation operations due to below average water conditions, continued weakness in the U.S. housing markets, and a strike in the Canadian coastal forest products sector.

Operating cash flow on a year-to-date basis was up substantially. On a comparable basis, third quarter results were $342 million, compared with $289 million last year. The third quarter of 2006 included a $79 million gain on the formation of our Brazil retail fund, which increased last year’s third quarter to $368 million in total.

We continue to be on target to record the highest cash flows in our history. Specifically, our fee base continues to grow. At quarter end, our base management fees on third-party funds, excluding performance fees and carried interests, totalled approximately $90 million on an annualized basis. Furthermore, we accumulated $82 million of additional performance fees

and carried interests, during the quarter, that have not been recorded in the cash flows or net income of the company, due to our current accounting conventions.

STRATEGIC INITIATIVES

Multiplex

We recently announced that our offer to acquire Multiplex was unconditional and have since secured over 95% of the outstanding shares. We hope to be in a position to acquire the remaining shares of the company by mid-November. This acquisition adds approximately $6.6 billion of office and retail assets under management. Most of this capital is invested in Australia, in the markets of Sydney, Melbourne, Brisbane and Perth. It also includes approximately $700 million invested in European assets, largely in the UK, but also Germany, which further expands our operations in these areas. Multiplex also operates a large-scale construction business in the Middle East, centred in Dubai.

The Multiplex assets include $3.6 billion of core office and retail properties within nine funds, and a $3 billion high quality office portfolio within the Multiplex Property Trust that we now own as part of the acquisition. As with all our initiatives, we are looking at the best utilization of these assets within our capital platform, and during 2008 will likely establish further funds with these assets. We are in the process of integrating the European operations of Multiplex with our own. This will enable us to expand our capabilities and presence in Europe. And within the construction business, we are expanding our footprint into India.

Brookfield Infrastructure Partners

We continued the process of obtaining the necessary approvals to establish Brookfield Infrastructure Partners and complete the distribution of units to shareholders. We anticipate that the distribution to shareholders will occur in early 2008. This process has taken longer than originally anticipated due in part to our objective to launch Brookfield Infrastructure as a fully invested entity with a select group of operating businesses in the United States, Canada, Brazil and Chile. This resulted in a more complex formation process but will enable shareholders to participate immediately in the returns from these operations, and provides greater visibility to the type of business that we are trying to build. In the long term, we believe the time spent doing this will be worth the effort.

This entity will become our listed specialty issuer for the ownership of select infrastructure assets, excluding property or renewable power generation (hydro or wind) businesses. Brookfield Infrastructure, which we plan to grow through capital issuance, will include other forms of infrastructure that we have owned in the past or which are similar in nature to the relatively low-risk, low-volatility type of assets we like to own. It will be managed and initially 40%-owned by us.

Latin America

We have continued the growth in our Latin American operations, with a particular focus on Brazil and Chile. This includes the formation of new funds, the expansion of our existing operating platforms, and the pursuit of opportunities to enter new infrastructure areas.

We added a number of retail malls to our $800 million Brazil retail real estate fund, bringing the total to 11 centres encompassing 2.6 million square feet. With the closing of these purchases and others expected shortly, we have become one of the largest owners of retail properties in this rapidly consolidating market.

In our Brazilian residential operations, we recently closed the purchase of one of the largest land parcels ever to come to market in Sao Paulo. With over 20 million square feet of potential building density and significant infrastructure already in place, the acquisition will provide us with a stable supply of land in an area with considerable growth potential over the next 10 to 15 years. We have also continued to add to our Brazilian agricultural and timber holdings.

After quarter end, we sold our seats on the Brazilian stock exchange (“Bovespa”) by converting them to common shares which were then monetized. Proceeds to us were approximately $160 million and we expect to record a substantial gain in the fourth quarter.

Office Projects

Office construction projects in Canada continue to move forward. The 265,000-square-foot project at Bankers Court in Calgary is fully leased, and our 1.1 million square foot first phase of Bay Adelaide Centre in Toronto is almost 40% leased. In the U.S., substantial planning continues on our nearly five million square foot commercial development project at West 31st and 9th Avenue, near Penn Station in Manhattan. Three other development projects in Washington, D.C., are also advancing.

In the UK, four development projects at Canary Wharf in London are under construction. This will add 1.3 million

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square feet of premium office space to the Estate. We are also completing construction of a new 800,000 square foot retail mall in High Wycombe, which we expect will be a highly attractive asset for our institutional clients when it is completed early next year. And in Australia, five office construction projects, ranging from a property let to Macquarie Bank, and one to American Express, continue on plan.

Opportunitistic Real Estate Group

Our Opportunistic Real Estate Group acquired a 3.6 million square foot portfolio of commercial properties from JP Morgan Chase for $300 million. The portfolio is comprised of 52 properties across the U.S. As part of this transaction, JP Morgan Chase signed a long-term lease-back agreement for almost 80% of the space.

This was the second portfolio of office properties acquired from JP Morgan in less than a year, bringing the total assets purchased from them to nearly nine million square feet. A number of other smaller acquisitions and dispositions were completed during the quarter.

We have also begun to assemble a team to start investing in real estate in Asia. Based in Hong Kong, we have initially targetted to invest a wholly-owned fund. Our objective is to continue to expand our local and regional resources and position ourselves to raise capital from institutional clients once we build the appropriate resources to ensure best-in-class operations.

Publicly Traded Common Stocks

We liquidated some of our publicly traded equity securities to capture values that had appreciated in the capital markets, and to protect against excessive volatility. This gave rise to disposition gains during the quarter and supplements our liquidity as we pursue attractive opportunities in the current environment.

OPERATING HIGHLIGHTS

Core Office

Our core office operations contributed total operating cash flow of $340 million during the quarter compared with $182 million in the same period last year. This increase is largely due to the contribution from a large portfolio acquired in late 2006, but also reflects increased net rental income from existing properties.

North American rents are still at decade highs and vacancies at record lows. We have seen no major signs of tenants retrenching. The New York and Calgary markets have performed very well and fundamentals remain strong in almost all of our markets in North America. In London, rent increases and vacancy decreases are similar to those of New York. The Australian market continues to be strong, supported by a vibrant resource sector, similar to that of western Canada.

Occupancy rates are over 95% across our North American properties, with New York at 97%, and more than 1.3 million square feet of space was leased during the quarter. In Australia, we recently signed a major lease with BHP Billiton to take close to 500,000 square feet representing 70% of a new office property to be built on a site we own in Perth. Occupancy rates across the Australian portfolio stand at 99% and exceed 97% at our UK properties. The high quality of our properties enables us to continue executing our strategy of locking in cash flows on a long-term basis with high quality tenants.

Residential

Housing sales in Canada, particularly in Alberta, continue to be extremely strong. The Alberta market is showing continued growth, based primarily on significant investments in the energy sector and on strong markets for agricultural commodities. Our operations in these markets had a record performance for the quarter, with strong margins despite the fact that price increases have flattened and that there are cost pressures within the extremely robust Alberta marketplace.

Conversely, the U.S. residential housing markets continued to weaken in the third quarter as industry inventories of resale and new homes for sale continue to be at historic highs. Despite price declines for new homes, homebuyer activity is expected to remain weak until a market balance is restored. We were able to maintain margins in these operations similar to the second quarter, however our volumes were lower and we recorded a modest impairment charge in respect of a couple of our higher cost land positions. In general, though, we have benefited from our long-term approach to entitlements and the use of options to establish a relatively low-cost land position.

The Brazilian housing markets achieved continued growth. With interest rates trending downward, the positive fundamentals in this market continue to develop. We recorded increases in the value and in the number of units sold compared to last year’s third quarter.

Power Generation

The northeast of North America experienced a warm, dry summer and early fall. The unfortunate result of this was that it

Brookfield Asset Management | Q3 /2007 Interim Report      3

generated lower than normal precipitation. As a result, overall generation levels from our hydroelectric facilities were 20% below the levels experienced during the same quarter last year. Power revenues were lower than expected, somewhat offset by higher realized prices. This led to a reduction in operating cash flow from our power operations to $105 million during the third quarter compared with $122 million in the same period in 2006. The lower generation levels from existing facilities were partially offset by production from new facilities. Total hydroelectric generation was 2,042 gigawatt hours during the quarter compared with 2,452 gigawatt hours last year.

We continue to expand our presence in Brazil. We acquired a portfolio of hydroelectric generating facilities and new-build hydro development opportunities located in Southeast Minas Gerais, for approximately $130 million. The portfolio consists of 11 operating hydroelectric stations with a current operating capacity of 45 megawatts, as well as a 188 megawatt pipeline of hydro development projects. With this acquisition, our installed capacity of renewable hydro in Brazil increased from 250 megawatts to 295 megawatts, and our development pipeline increased to almost 700 megawatts. All the power produced by the operating plants is sold under long-term power purchase agreements. We have also continued to expand our operations, with the continued construction of four power plants totalling 81 megawatts proceeding on schedule.

In the U.S., we completed the acquisition of a 12 megawatt hydroelectric facility in upstate New York. The facility has a capacity to generate 60 gigawatt hours of energy annually, which will be sold under a 10-year purchase agreement. Subsequent to quarter end, we also acquired two hydroelectric generating facilities in Northeast British Columbia. The run-of-river facilities have a combined installed capacity of eight megawatts and produce approximately 29 gigawatt hours of energy annually. All the power generated by the facilities is sold under long-term purchase agreements with B.C. Hydro.

Infrastructure

Our timberland operations generated cash flow of $47 million during the third quarter compared with $24 million during the same period last year. The current quarter results include $22 million of cash flow from our recently acquired timberlands in the Pacific Northwest.

Our timber operations faced a challenging quarter due to the weakness in the U.S. homebuilding market, an industry-wide strike in Western Canada and the impact of the higher Canadian dollar on the cost structure of our Canadian operations. Nonetheless, our west-coast Canadian business increased its contribution to cash flow. The recent resolution of the strike will enable us to return to normal production levels in the fourth quarter, although the weakness of the U.S. homebuilding market is expected through 2008.

Our transmission infrastructure operations contributed net operating cash flows of $13 million, in line with expectations. Total operating cash flows for the third quarter included our Chilean operations on an equity accounted basis, whereas the results for last year reflect them on a fully consolidated basis. This was a result of a change in accounting presentation that became effective on June 30, 2007. The contribution to our net operating cash flow and net income is unchanged.

Our current transmission systems are all operating close to plan, and market conditions remain favourable, as the combination of stable regulatory regimes and strong economic growth have led to attractive returns from existing operations and opportunities to deploy further capital.

We continue to pursue opportunities to expand our networks in North and South America through both acquisitions and developments. In Ontario, as part of a review process launched by the Ontario Power Authority on the supply of electricity for the Greater Toronto Area, we have submitted a number of proposals to expand our operations through new developments. In Chile, progress is being made on a number of expansions to the grid. These expansions, located in southern Chile, could provide the opportunity to invest substantial additional capital in this favourable regulatory regime.

We continue to look at a number of other forms of infrastructure, with the objective of adding both operating teams and assets to our Infrastructure Group.

Specialty Funds

Our specialty funds group continued to expand both the level of activity and assets under management.

Our Restructuring Group sold its shares of Stelco to U.S. Steel. We realized proceeds equal to eight times our original investment. Our share of the gain, expected to be recorded in the fourth quarter, will be approximately $250 million, and we expect this will also have a favourable impact on the performance income earned by us for managing our Tricap Restructuring Fund.

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We continue to invest capital on behalf of Tricap II, our $1 billion restructuring fund, launched at the end of 2006. Recent investments include businesses in oil and gas extraction and services, manufacturing and forest products. We have already monetized one initial investment at favourable returns and are assessing a number of opportunities that have arisen due to recent distress in the U.S. homebuilding sector, as well as disruption in the credit markets.

Our Bridge Lending Group exceeded its return targets, advanced a number of new loans and expects to see more opportunities as credit markets continue to tighten.

Our Commercial Real Estate Finance Fund continued to deploy capital during the quarter on a favourable basis and was not overly impacted by the credit market disruption.

Our advisory business is on track for its most successful year. We completed a number of mandates for clients, including participation in many of the larger Canadian real estate transactions. We now focused on expanding these operations internationally to capitalize on many of the relationships we continue to build.

CORPORATE DEVELOPMENT AND CAPITAL INITIATIVES

During the quarter, we refinanced One Liberty Plaza in lower Manhattan, with an $850-million, 6.1% mortgage. This resulted in net cash proceeds after repayment of the mortgage of approximately $400 million, enabling us to monetize a portion of the appreciation in value of this Class A property. We also recently closed our financing for the purchase of Multiplex in the midst of the credit issues of the past months. The financial institutions involved in these, and many other transactions with us, were extremely supportive, and we thank them for their efforts.

In late September, we held our annual investor day in New York and presented a high-level view of our strategy to investors. The presentation and transcript are available on our web site, and we encourage all investors who could not attend, to review these documents.

Our board of directors declared a quarterly dividend of $0.12 per share, payable on February 29, 2008 to shareholders of record at the close of business on February 1, 2008.

SUMMARY AND OUTLOOK

We made progress on a number of initiatives that should help to generate continued growth in coming years. Our current priorities remain the same, and we believe that we will see many opportunities come to us over the next 12 months due to the state of the credit markets. We believe we are well prepared to capitalize on them.

As always, we are appreciative of your continuing support and will endeavour to invest your capital in a prudent manner to achieve attractive returns over the long term.

We are always interested in your comments and ideas, so please feel free to contact us.

Yours truly,

J. Bruce Flatt
Managing Partner

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Cautionary Statement Regarding Forward-Looking Statements

This Interim Report to Shareholders contains forward-looking information within the meaning of Canadian provincial securities laws and other “forward-looking statements” within the meaning of certain securities laws including Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. We may make such statements in this report, in other filings with Canadian regulators or the SEC or in other communications. These forward-looking statements include among others, statements with respect to the outcome of the proposed takeover of Multiplex, the proposed distribution of Brookfield Infrastructure Partners, our financial and operating objectives and strategies to achieve those objectives, capital committed to our funds, the potential growth of our asset management business and the related revenue streams therefrom, statements with respect to the prospects for increasing our cash flow from or continued achievement of targetted returns on our investments, as well as the outlook for the company’s businesses and for the Canadian, United States and global economies and other statements with respect to our beliefs, outlooks, plans, expectations, and intentions.

The words “believe”, “expect”, “think”, “potentially”, “principally”, “tend”, “primarily”, “look”, “generally”, “represent”, “anticipate”, “position”, “intend”, “estimate”, “should”, and other expressions of similar import, or the negative variations thereof, and similar expressions of future or conditional verbs such as “may”, “will”, “should”, “likely”, “would” or “could”, which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters, identify forward-looking statements. Although Brookfield Asset Management believes that the proposed takeover of Multiplex, the proposed distribution of Brookfield Infrastructure Partners, and the company’s 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 which may cause the actual results, performance or achievements of the company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions in the countries in which we do business; the behaviour of financial markets, including fluctuations in interest and exchange rates; attainment of approval from the SEC, Canadian provincial securities regulators and other regulatory bodies for the distribution of units of Brookfield Infrastructure Partners, which has not yet been received; market demand for an infrastructure company, which is unknown; ability to compete for new acquisitions in the competitive infrastructure space; availability of equity and debt financing; strategic actions including dispositions; the ability to effectively integrate acquisitions into existing operations and the ability to attain expected benefits; the company’s continued ability to attract institutional partners to its Specialty Investment Funds; adverse hydrology conditions; regulatory and political factors within the countries in which the company operates; acts of God, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including terrorist acts; and other risks and factors detailed from time to time in the company’s form 40-F filed with the Securities and Exchange Commission as well as other documents filed by the company with the securities regulators in Canada and the United States included in the Annual Information Form under the heading “Business Environment and Risks”.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to Brookfield Asset Management, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

Cautionary Statement Regarding Use of Non-GAAP Accounting Measures

Although our financial results are determined in accordance with Canadian generally accepted accounting principles (“GAAP”), the basis of presentation throughout much of this report differs from GAAP in that it is organized by business unit and utilizes operating cash flow as an important measure. This is reflective of how we manage the business and, in our opinion, enables the reader to better understand our affairs. We provide a reconciliation between the basis of presentation in this section and our consolidated financial statements in the Consolidated Financial Analysis section, and we provide a full reconciliation between operating cash flow and net income in Management’s Discussion and Analysis of Financial Results. Readers are encouraged to consider both measures in assessing Brookfield’s results.

Business Environment and Risks

Brookfield’s financial results are impacted by: the performance of each of our operations and various external factors influencing the specific sectors and geographic locations in which we operate; macro-economic factors such as economic growth, changes in currency, inflation and interest rates; regulatory requirements and initiatives; and litigation and claims that arise in the normal course of business. These factors are described in our annual report and our annual information form, both of which are available on our web site and at www.sedar.com.

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Management’s Discussion and Analysis of Financial Results

INTRODUCTION

This section contains management’s discussion and analysis of our financial results (“MD&A”) which is intended to provide you with an assessment of our performance for the three month and nine month periods ended September 30, 2007 compared to the comparable periods in the prior year, as well as our financial position and future prospects. The discussion and analysis of our financial results is organized to present assets under management, the assets beneficially owned by us, the net capital invested by us in each of our operations, and the operating cash flow that is produced from our invested capital and our fee generating activities.

The information in this section should be read in conjunction with our unaudited financial statements, which are included on pages 51 through 60 of this report, and the MD&A and consolidated financial statements contained in our most recent annual report. Additional information is available on the Corporation’s web site at www.brookfield.com and on SEDAR’s web site at www.sedar.com. Unless the context indicates otherwise, references in this section of the interim report to the “Corporation” refer to Brookfield Asset Management Inc., and references to “Brookfield” or “the company” refer to the Corporation and its direct and indirect subsidiaries and consolidated entities. All figures are presented in U.S. dollars, unless otherwise noted.

The discussion and analysis of our results is organized into six sections: an overview of our performance; our assets under management and associated income across the organization; each of our principal operating platforms and the funds within each of these platforms; our liquidity and capital resources; our consolidated financial statements; and supplemental information.

We present invested capital and operating cash flows on a “total” basis, which is similar to our consolidated financial statements and a “net” basis. Net invested capital and net operating cash flows are, with the exception of the operations of Brookfield Properties Corporation, presented on a deconsolidated basis meaning that assets are presented net of associated liabilities and non-controlling interests, and net cash flows represent operating income less carrying charges associated with related liabilities and cash flow attributable to related non-controlling interests. This basis of presentation is intended to enable the reader to better understand the net capital that we have invested in our various businesses and the associated operating cash flows, and is reflective of how we manage our business.

OVERVIEW OF PERFORMANCE

	Three months ended September 30				Nine months ended September 30
(US$ MILLIONS, EXCEPT PER SHARE AMOUNTS)	2007		2006		2007		2006
Cash flow from operations
– prior to realization and major disposition gains	$	342	$	289	$	1,274	$	786
– total	$	321	$	368	$	1,332	$	942
– per share 1	$	0.52	$	0.60	$	2.17	$	1.53

1 Adjusted to reflect three-for-two stock split

Cash flow from operations on a year-to-date basis increased substantially. Cash flow from operations prior to realization and major disposition gains for the third quarter increased 18% to $342 million, compared to $289 million last year. Total cash flow from operations for the third quarter was $321 million compared with $368 million last year.

We recorded improved results across most of our property operations, and from our equity securities investment activities. We continued to make progress in expanding our assets under management and increased the annualized level of base fee revenues and potential performance fees and carried interest participation. At the same time, however, our results were adversely impacted by lower contributions from our power generation facilities due to lower water levels as well as continuing weakness in the U.S. housing markets and an industry strike in the Western Canada coastal forestry sector. While we are disappointed with the negative components of our results, we recognize that in most cases they are the result of expected cyclicality and remain confident that our operations are well positioned to contribute stable and meaningful growth in operating cash flows and values when measured over the long term.

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The following tables summarizes major realization and disposition gains included in operating results:

	Cash Flow From Operations											Net Income
FOR THE PERIODS ENDED SEPTEMBER 30	Three months ended					Nine months ended						Three months ended						Nine months ended
(MILLIONS)	2007			2006		2007			2006			2007			2006			2007			2006
Reported results, prior to realization and major disposition gains, net	$	342		$	289	$	1,274		$	786		$	175		$	202		$	734		$	473
Realization gains / losses
Core office properties – property sales		7			—		184			44			7			—			184			44
– debt breakage costs		(27	)		—		(27	)		—			(27	)		—			(27	)		—
Residential land provision		(42	)		—		(42	)		—			(42	)		—			(42	)		—
Fund formation gains		—			79		—			105			—			79			—			105
Norbord special dividend		—			—		—			29			—			—			—			—
Banco Brascan joint venture gain		—			—		27			—			—			—			27			—
Disposition gains included in opening retained earnings		—			—		—			—			(66	)		—			(331	)		—
Less: Income taxes and non-controlling interests of others		41			—		(84	)		(22	)		46			(36	)		(104	)		(63	)
Reported results, including net realization and major disposition gains	$	321		$	368	$	1,332		$	942		$	93		$	245		$	441		$	559
Year-over-year increase / (decrease)		18	%				62	%					(13	)%					55	%

On a comparable basis, net income prior to realization and major disposition gains for the third quarter was $175 million compared with $202 million last year. For comparison purposes, net income prior to realization and major investment gains included $66 million ($331 million year-to-date) of investment income that has been recorded in opening retained earnings as opposed to current period income, due to a prescribed change in accounting policies. In addition, depreciation on newly acquired assets reduced income by a further $76 million in the quarter ($217 million year-to-date). The depreciation is significantly higher than projected annualized sustaining capital expenditures for these assets, due to their high quality, long life and value appreciation potential. This is why we focus on operating cash flow as a more appropriate measure in managing our operations and measuring performance.

	Three months ended September 30				Nine months ended September 30
(US$ MILLIONS, EXCEPT PER SHARE AMOUNTS)	2007		2006		2007		2006
Net income
– prior to realization and major disposition gains	$	175	$	202	$	734	$	473
– total	$	93	$	245	$	441	$	559
– per share 1	$	0.13	$	0.40	$	0.68	$	0.89

1 Adjusted to reflect three-for-two stock split

Net income for the quarter including all items was $93 million compared to $245 million in the third quarter of 2006. The decline reflects the depreciation noted above, as well as lower amounts of realization and major disposition items recorded this year versus last year. In addition, $66 million of disposition gains have been recorded in opening retaining earnings as opposed to current period income, due to a prescribed industry-wide change in accounting policies.

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The following table presents our financial position and operating cash flows on a segmented basis:

															Three months ended												Nine months ended
	Assets Under		Invested Capital												Operating Cash Flow												Operating Cash Flow
	Management		Total						Net						Total						Net						Total						Net
AS AT, FOR THE THREE AND NINE MONTHS ENDED	Sept. 30		Sept. 30			Dec. 31			Sept. 30			Dec. 31			September 30						September 30						September 30						September 30
(MILLIONS, EXCEPT PER SHARE AMOUNTS)	2007		2007			2006			2007			2006			2007			2006			2007			2006			2007			2006			2007			2006
Asset management income															$	96		$	64		$	96		$	64		$	323		$	187		$	323		$	187
Operating assets
Property	$	27,806	$	23,918		$	22,144		$	5,752		$	5,556			389			380			149			245			1,436			999			653			607
Power generation		6,287		6,287			5,390			1,463			1,368			105			122			20			59			463			478			208			271
Infrastructure		6,658		4,417			4,333			1,546			864			65			80			27			17			278			156			90			65
Specialty investment funds		28,710		1,995			1,797			1,214			1,182			23			29			19			24			146			97			107			87
Investments		4,848		4,848			3,450			1,562			1,404			87			41			42			19			200			87			115			26
Cash and financial assets		2,990		2,990			1,673			2,398			1,149			215			144			211			133			637			328			629			312
Other assets		2,018		2,018			1,921			2,018			1,921			—			—			—			—			—			—			—			—
	$	79,317		46,473			40,708			15,953			13,444			980			860			564			561			3,483			2,332			2,125			1,555
Financial obligations
Corporate borrowings / interest				(2,482	)		(1,507	)		(2,482	)		(1,507	)		(41	)		(31	)		(41	)		(31	)		(102	)		(93	)		(102	)		(93	)
Property-specific mortgages / interest				(18,288	)		(17,148	)		—			—			(312	)		(178	)		—			—			(894	)		(464	)		—			—
Subsidiary borrowings / interest				(4,541	)		(4,153	)		(674	)		(668	)		(80	)		(58	)		(16	)		(18	)		(214	)		(136	)		(47	)		(49	)
Other liabilities / operating expenses				(8,341	)		(6,497	)		(2,221	)		(1,771	)		(102	)		(93	)		(100	)		(65	)		(363	)		(299	)		(312	)		(214	)
Capital securities / interest				(1,577	)		(1,585	)		(1,577	)		(1,585	)		(21	)		(24	)		(21	)		(24	)		(66	)		(72	)		(66	)		(72	)
Non-controlling interests in net assets				(4,046	)		(3,734	)		(1,801	)		(1,829	)		(103	)		(108	)		(65	)		(55	)		(512	)		(326	)		(266	)		(185	)
Net assets / operating cash flow				7,198			6,084			7,198			6,084			321			368			321			368			1,332			942			1,332			942
Preferred equity / distributions				(870	)		(689	)		(870	)		(689	)		(13	)		(7	)		(13	)		(7	)		(32	)		(27	)		(32	)		(27	)
Common equity / operating cash flow			$	6,328		$	5,395		$	6,328		$	5,395		$	308		$	361		$	308		$	361		$	1,300		$	915		$	1,300		$	915
Per share 1			$	11.17		$	9.37		$	11.17		$	9.37		$	0.52		$	0.60		$	0.52		$	0.60		$	2.17		$	1.53		$	2.17		$	1.53

1 Adjusted to reflect three-for-two stock split

Operating Cash Flow

We discuss our operating results in more detail on a segment-by-segment basis within the Review of Operating Platforms starting on page 16. The principal highlights are as follows:

Asset management fees and carried interests increased to $96 million in the third quarter of 2007 compared with $64 million in 2006. The increase is due to the continued growth of our asset management activities through the formation of new funds and higher property services fees during the quarter. At quarter end, our base management fees total approximately $90 million on an annualized basis. Furthermore, we accumulated $82 million of additional performance fees and carried interests during the quarter, that were not recorded in the cash flows or net income of the company due to our current accounting conventions.

Property operations contributed total operating cash flow of $389 million compared with $380 million for the third quarter of 2006. Our core property operations results reflect a major U.S. portfolio acquisition in late 2006 and a higher level of realization gains in addition to stable growth from our existing properties. Residential operations benefitted from continued strength in Canada and Brazil, however a weaker environment in the United States led to a negative contribution following a writedown in value of some of our land holdings.

Total operating cash flow from our power generation operations was $105 million, a decrease of $17 million from over the same period in 2006. The decrease is due to lower generation during the quarter, offset in part by higher realized prices and the contribution from recently acquired and completed facilities. Hydrology conditions during the quarter were below long-term averages, in contrast to conditions in the comparable quarter last year that were well above long-term averages. Water storage levels for this time of year are consistent with long-term averages, which should enable us to achieve our generation targets for the remainder of the year assuming normal water inflow conditions prevail.

The contribution from our infrastructure operations was lower in the current quarter than in the third quarter of 2006. Our timber operations experienced lower demand for logs due to the U.S. homebuilding industry slowdown and an industry strike by Canadian forestry workers. The strike ended in late October and early November which will lead to a resumption of normal activities; however,

Brookfield Asset Management | Q3 /2007 Interim Report      9

the weakness in the U.S. homebuilding sector is expected to persist through the balance of 2007 and well through 2008 and will impact domestic demand for high quality timber. Fortunately, our operations are well positioned to sell a portion of our high quality logs into other markets. Our transmission operations continued to produce strong and stable cash flows consistent with our expectations. The total operating cash flow reported by our Chilean operations declined due to a change in accounting presentation, however, this has no impact on the net contribution.

Specialty investment funds, which include our bridge lending, restructuring, real estate finance and public securities operations generated net operating cash flow of $19 million in the quarter, compared with $24 million in the same period in 2006. Strong progress across the funds was offset by losses at a Canadian forest products company held within our restructuring fund due to the strike. We made continued progress in investing capital of our follow-on restructuring and bridge lending funds and concluded the successful restructuring of our investment in Stelco Inc., which is expected to result in the recognition of a pre-tax gain of approximately $250 million in the fourth quarter and a meaningful performance income to us as manager of the fund.

The net operating cash flow generated by our private equity investments increased to $42 million from $19 million in the same period in 2006, due to increased earnings from our insurance operations as well as the contribution from containerboard operations acquired in the second quarter. Income from our cash and financial assets increased to $211 million from $133 million, and includes a gain of $66 million on the partial monetization of an exchangeable debenture in the current quarter.

Total carrying charges on corporate and subsidiary borrowings and capital securities totalled $142 million in the third quarter of 2007 compared with $113 million in 2006. The increase is due to a higher level of corporate borrowings during the third quarter as well as the impact of the higher Canadian dollar on capital securities, which are issued primarily in that currency. Interest expense on property-specific mortgages increased to $312 million from $178 million which reflects debt associated with the U.S. core office portfolio acquisition in late 2006, and the acquisition of Pacific Northwest timber assets in the second quarter of 2007.

Operating expenses, which in the summary table include current tax expenses, were higher in 2007, reflecting increased activity within our expanded operating platform. Operating cash flows attributable to non-controlling interests were higher in 2007, reflecting the interests of other shareholders in the higher level of operating cash flows recorded by partially owned entities.

Net Income

Net income was $93 million in the third quarter of 2007 compared to $245 million in the third quarter of 2006. The decline reflects the decreases in operating cash flow. Furthermore, net income excludes the aforementioned gains on sales of the exchangeable debentures. In addition, we are recording substantial depreciation and amortization with respect to assets purchased since the third quarter of 2006. In our view, these assets have the potential to generate cash flows higher than those recorded in the third quarter of 2007, will appreciate in value over time and require sustaining capital expenditures well below the amount of depreciation and amortization being recorded. Net income is reconciled to cash flow as set forth below:

FOR THE PERIODS ENDED	Three months ended September 30						Nine months ended September 30
(MILLIONS)	2007			2006			2007			2006
Operating cash flow and gains	$	321		$	368		$	1,332		$	942
Less: dividends from equity accounted investments		(5	)		(5	)		(15	)		(61	)
exchangeable debenture gain		(66	)		—			(331	)		—
		250			363			986			881
Non-cash items, net of non-controlling interests
Depreciation and amortization		(250	)		(136	)		(740	)		(367	)
Equity accounted losses from investments		—			(7	)		(68	)		(26	)
Future income taxes		11			(49	)		(123	)		(206	)
Provisions and other		(33	)		4			(17	)		94
Non-controlling interests		115			70			403			183
Net income	$	93		$	245		$	441		$	559

As mentioned above, we recorded substantial depreciation with respect to assets acquired since the third quarter of 2006. In particular, the U.S. core office portfolio and the Pacific Northwest timberlands contributed $112 million of depreciation in aggregate, towards the overall increase of $114 million from the same quarter last year.

We recorded net equity accounted earnings of $nil during the quarter from our investments, which included Norbord and Stelco in the third quarter of 2007 and Norbord, Fraser Papers and Stelco in the third quarter of 2006. Norbord continues to face a weak price

10     Brookfield Asset Management | Q3 /2007 Interim Report

environment for its principal products, in addition to higher input costs. We increased our interest in Fraser Papers to 56% during the quarter and began to consolidate our interest at that time.

Future income taxes represent non-cash charges in respect of GAAP prescribed tax obligations and were lower relative to the prior period which included a charge in respect of changes in applicable tax rates. Other provisions represent non-cash revaluation items that we exclude from operating cash flow and are discussed in more detail under the review of the Consolidated Statements of Income.

Financial Position

The following table summarizes key elements of our consolidated financial position at the end of September 30, 2007, June 30, 2007 and December 31, 2006:

(MILLIONS)	September 30, 2007		June 30, 2007		December 31, 2006
Consolidated assets	$	46,473	$	44,029	$	40,708
Net invested capital		15,953		14,965		13,444
Common equity — book value		6,328		6,337		5,395
Common equity — market value		23,946		24,926		19,947

The growth in consolidated assets since year end reflects acquisitions of property, power generation, infrastructure and private equity investments, as well as market value appreciation of financial assets. The book value of net invested capital (i.e. assets less associated liabilities and non-controlling interests) increased by $2.5 billion overall, which reflects increases in our net capitalization due to the issuance of long-term debt, preferred shares and a $0.9 billion increase in common share equity.

The $0.9 billion increase in the book value of our common equity was due to net income retained after dividends as well as the accrual of previously unrecorded investment gains pursuant to new accounting standards. The market value of our common equity was $23.9 billion at quarter end, up from $19.9 billion at the end of 2006 but lower than the $24.9 billion value at June 30, 2007. The changes were due primarily to fluctuations in the share price as the number of common shares outstanding over the period was largely unchanged.

Outlook

The outlook for the balance of 2007 is positive. The fundamentals in most of our businesses remain positive. We continue to experience high levels of occupancy in our office properties, and leasing activity in most of our markets is strong. Our Canadian and Brazilian residential businesses continue to experience strong demand, although the slowdown in the U.S. homebuilding markets is expected to persist well into 2008.

Water storage levels are generally in line with seasonal averages throughout our hydroelectric power generation portfolio, which positions us to achieve targetted generation levels in the fourth quarter and net operating cash flow in line with the same quarter last year. Transmission operations typically produce a stable level of cash flow each quarter without seasonal fluctuations.

We expect to record two major realization gains during the quarter. On October 31, 2007, we sold our shares of Stelco to U.S. Steel. Our Tricap Restructuring Fund was the largest shareholder of Stelco, having taken the company out of a formal restructuring process, and played a leadership role in the sale process. We expect to record a pre-tax gain of approximately $250 million on the sale.

Also on October 31, 2007, a secondary offering of the major Brazilian stock exchange (the “Bovespa”) closed. The Bovespa was taken public through an initial public offering that raised $3.7 billion. We owned a number of seats on the Bovespa and received proceeds of approximately $160 million, and we expect to record a substantial gain on the disposition.

Brookfield Asset Management | Q3 /2007 Interim Report      11

ASSET MANAGEMENT

The tables in this section present assets under our management, which include assets managed for others as well as assets owned by and managed for ourselves. The tables include total assets, the amount of investment capital (i.e. net of debt) and the amount of capital that we and others have committed to invest in funds, both on an aggregate basis and also excluding our own capital. The tables differentiate between fee bearing assets under management, which are grouped in turn into broad strategies, and assets that are directly held and not currently subject to asset management arrangements.

We have organized the information in this section based on the investment strategy and fund entity, whereas the balance of our discussion and analysis is organized by operating platform and investment strategy. This is intended to provide readers with a better understanding of the income generating potential of our various asset management activities, which varies by strategy, and to enable readers to better understand the assets and capital that we have invested in various funds that generate asset management income.

Assets Under Management

The following table presents the book values of total assets and capital under management at the end of September 30, 2007 and December 31, 2006, including the interests of Brookfield and our co-investors. A breakdown of these balances by individual fund is presented on page 15, and further details on the activities within these funds, including these financial positions and operating results, are presented throughout the Review of Operating Platforms beginning on page 16.

	September 30, 2007						December 31, 2006
			Net Invested		Committed				Net Invested		Committed
(MILLIONS)	Assets		Capital		Capital1		Assets		Capital		Capital1
Fee bearing assets
Core and core plus	$	19,170	$	6,777	$	8,125	$	20,390	$	7,028	$	7,329
Opportunity and restructuring		3,277		1,138		2,329		2,863		714		2,152
Listed securities and fixed income		21,588		21,292		21,292		20,460		20,403		20,403
Total fee bearing assets / capital		44,035		29,207		31,746		43,713		28,145		29,884
Directly held non-fee bearing assets / capital		35,282		13,324		13,324		27,408		10,822		10,822
Total assets / capital — at book values	$	79,317	$	42,531	$	45,070	$	71,121	$	38,967	$	40,706

1 Includes incremental co-investment capital

Net capital invested in core and core plus funds declined since year end due to monetizations within earlier vintage funds while committed capital increased reflecting the larger size of the follow-on funds closed during the year. Net invested capital and committed capital increased in our other two broad strategies, reflecting continued investing and fund raising activity.

Total assets under management increased to approximately $79.3 billion from $71.1 billion at the end of last year due largely to an increase in directly-held assets. Directly held non-fee bearing assets represent assets which are not currently subject to fee bearing asset management arrangements. Most of the assets pre-date the creation of our current institutional funds, while some were more recently acquired to supplement existing platforms, or in anticipation of new funds being created. Directly held assets increased by $7.9 billion to $35.3 billion due to the acquisition of our Pacific Northwest timberlands and additional core office and power generation assets.

The following table presents the assets and capital within our funds and operations as managed on behalf of co-investors, excluding our share, on a book value basis:

	September 30, 2007						December 31, 2006
			Net Invested		Committed				Net Invested			Committed
(MILLIONS)	Assets		Capital		Capital1		Assets		Capital		Capital1
Fee bearing assets
Core and core plus	$	19,170	$	4,300	$	5,214	$	20,390	$	4,609		$	4,843
Opportunity and restructuring		3,277		501		1,351		2,863		177			617
Listed securities and fixed income		21,588		21,216		21,216		20,460		20,333			20,333
Total fee bearing assets / capital	$	44,035	$	26,017	$	27,781	$	43,713	$	25,119		$	25,793

1 Includes incremental co-investment capital

12     Brookfield Asset Management | Q3 /2007 Interim Report

Fee bearing committed capital increased to $27.8 billion from $25.8 billion at year end. The increase is due primarily to the formation of our second bridge lending fund, with committed capital of approximately $1 billion and additional fixed income and listed securities mandates, as well as an increase in existing opportunity funds.

One of our most important objectives is to substantially increase the amount of assets and capital under management to generate increased income from fees and carried interests.

Asset Management Income

Revenues from asset management activities, including property services and investment fees, totalled $96 million during the third quarter of 2007, compared with $64 million during the third quarter of 2006. The increase is due to a higher level of assets under management during the period and associated activity, which gave rise to increased base management fees as well as a higher level of transaction fees. The nine month results for 2007 include a substantial fee recorded in the first quarter that arose from our efforts to establish a retail property fund and the origination of an associated bridge loan. Continued expansion of our asset management activities should result in an increasing level of income, which, over time, should provide a very meaningful and stable component of our overall operating cash flows.

	Three months ended September 30				Nine months ended September 30
(MILLIONS)	2007		2006		2007		2006
Asset management income and fees	$	25	$	23	$	155	$	63
Property services fees		62		37		147		112
Investment fees		9		4		21		12
	$	96	$	64	$	323	$	187

Asset Management Income and Fees

The following table summarizes asset management income and fees generated for the third quarters in 2007 and 2006. The total amount represents the fees and income generated by the assets and capital under management on a 100% basis whereas the net amount represents only the amount earned by Brookfield on the assets and capital managed on behalf of third parties (i.e. it excludes fees and income generated on our own capital that are eliminated in preparing our financial statements in accordance with GAAP).

	Total Income and Fees				Net to Brookfield1
FOR THE THREE MONTHS ENDED SEPTEMBER 30 (MILLIONS)	2007		2006		2007		2006
Base management fees	$	36	$	25	$	24	$	16
Transaction fees		—		2		—		2
Performance returns		1		5		1		5
	$	37	$	32	$	25	$	23

1 Excludes income related to Brookfield’s invested capital

Base management fees increased by nearly 50% due to the establishment of new funds. As at September 30, 2007, our share of the base management fees on established funds represents approximately $90 million on an annualized basis.

We earn performance fees and carried interests in a number of our core and opportunistic funds in respect of performance that exceeds certain pre-established return thresholds. Earnings of this nature are typically not recorded until the end of the relevant measurement period or at such time as the amount is no longer subject to adjustment based on future events, such as a claw back.

To date, we have recognized only a nominal amount of performance income in our GAAP financial statements and corresponding operating cash flow as a number of our funds are still in their early stages, and accordingly, a significant portion of the performance returns associated with these funds is subject to clawback. As our funds mature, we expect to be able to recognize an increasing portion of these accumulated fees. The following table includes performance returns that we believe have accumulated based on performance to date, but which have not yet been recorded in our financial statements.

Brookfield Asset Management | Q3 /2007 Interim Report      13

	Three months ended September 30						Nine months ended September 30
(MILLIONS)	2007			2006			2007			2006
Accumulated performance returns
Opening balance	$	72		$	—		$	54		$	—
Accumulated during the period		82			14			109			19
Fees recognized in earnings		(1	)		(5	)		(10	)		(10	)
Total accumulated performance returns	$	153		$	9		$	153		$	9

Performance within our funds has resulted in the accumulation of $153 million of potential performance income as at September 30, 2007, of which $82 million accumulated during the current quarter. We estimate that approximately $25 million of direct expenses will arise on the realization of these amounts. The average remaining duration of the funds on which this accumulated income may be realized is six years.

Asset management income by strategy is as follows:

	Total Income and Fees				Net to Brookfield1
FOR THE THREE MONTHS ENDED SEPTEMBER 30 (MILLIONS)	2007		2006		2007		2006
Core and core plus	$	14	$	12	$	10	$	9
Opportunity and restructuring		9		7		6		6
Fixed income and common equity		14		13		9		8
	$	37	$	32	$	25	$	23

1 Excludes income related to Brookfield’s invested capital

The income generated within each strategy reflects the distribution of our assets under management and the relative level of fees for each strategy as a percentage of assets or capital. As a result of our focus on high quality long-life assets, a significant amount of our activity and assets under management are within the “core and core plus” strategies.

The fees and margins associated with core and core plus strategies tend to be higher than fixed income and common equity, but lower than the opportunity and restructuring strategies, which generate returns similar to more traditional private equity activities. Fixed income and common equity activities represent a significant component of asset management income despite lower fees as a percentage of assets because of the large amount of capital that can be managed relative to other strategies.

Property Services Fees

Property services fees include property and facilities management, leasing and project management, as well as investment banking, advisory, and a range of real estate services. We have expanded our leasing management and investment banking advisory capabilities over the last few years, as these businesses typically earn higher margins than traditional property services. The current year increase is due to expansion of these business activities as well as the completion of several major high margin advisory mandates.

Investment Fees

Investment fees are earned in respect of financing activities and include commitment fees, work fees and exit fees. These fees are amortized as income over the lifespan of the related investment where appropriate and represent an important return from our investment activities.

14     Brookfield Asset Management | Q3 /2007 Interim Report

The following tables set forth the assets, net invested capital and commitments managed by Brookfield, including the amounts managed on behalf of co-investors.

	Total Assets Under Management								Co-investor Interests				Brookfield's
AS AT SEPTEMBER 30, 2007	Year				Net Invested		Committed		Net Invested		Committed		Ownership
(MILLIONS)	Formed		Assets		Capital		Capital1		Capital		Capital		Level
Core and Core Plus
U.S. Core Office 2		2006	$	7,629	$	1,815	$	1,950	$	1,025	$	1,025		62	%
Canadian Core Office 2		2005		1,752		792		1,075		594		806		25	%
West Coast Timberlands		2005		910		484		484		248		248		50	%
East Coast Timber Fund		2006		211		123		123		70		70		30	%
Transmission		2006		2,573		1,157		1,157		825		825		28	%
Bridge Loan I		2003		1,096		1,164		1,164		548		548		41	%
Bridge Loan II		2007		60		27		928		16		690		26	%
Real Estate Finance		2003		1,914		571		600		372		400		27	%
Mortgage REIT		2005		2,900		560		560		543		543		4	%
Brookfield Real Estate Services Fund		2003		125		84		84		59		59		25	%
				19,170		6,777		8,125		4,300		5,214
Opportunity and Restructuring
Real Estate Opportunity		2006		1,325		281		281		103		103		52	%
Brazil Retail Property		2006		800		206		800		118		600		25	%
Tricap Restructuring I		2002		904		413		413		113		113		48	%
Tricap Restructuring II		2006		248		238		835		167		535		36	%
				3,277		1,138		2,329		501		1,351
Listed Securities and Fixed Income
Equity Funds	various			988		692		692		672		672		3	%
Fixed Income Funds	various			20,600		20,600		20,600		20,544		20,544		100	%
				21,588		21,292		21,292		21,216		21,216
Total fee bearing assets/capital				44,035		29,207		31,746	$	26,017	$	27,781	na
Directly Held Non-Fee Bearing Assets
Core Office — North America 2				10,581		2,031		2,031
Core Office — Europe				762		250		250
Residential Properties — U.S.				1,472		540		540
Residential Properties — Canada 2 / Brazil				1,351		477		477
Power Generation — North America				5,580		991		991
Power Generation — Brazil				707		472		472
Timber — U.S.				2,487		607		607
Timber — Brazil				89		68		68
Transmission — Canada / Brazil				388		250		250
Other				11,865		7,638		7,638
				35,282		13,324		13,324
			$	79,317	$	42,531	$	45,070

1	Includes incremental co-investment capital
2	Held by 51%-owned Brookfield Properties

Brookfield Asset Management | Q3 /2007 Interim Report      15

REVIEW OF OPERATING PLATFORMS

Property Operations

We conduct a wide range of property operations on behalf of ourselves and our co-investors in North America as well as in Europe and South America. We are also in the process of completing the acquisition of Multiplex, which will expand our operations into Australia and the Middle East and broaden our investor base.

	Assets Under		Invested Capital								Operating Cash Flow (Three months ended)
	Management		Total				Net				Total				Net
AS AT AND FOR THE THREE ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30		Dec. 31		September 30				September 30
(MILLIONS)	2007		2007		2006		2007		2006		2007		2006		2007		2006
Core office properties	$	20,724	$	17,218	$	17,016	$	3,269	$	3,745	$	340	$	182	$	104	$	97
Residential properties		2,823		2,823		2,403		456		484		19		92		37		60
Opportunity investments		1,325		1,325		1,086		178		132		18		17		3		5
Retail properties		800		418		215		88		28		11		89		4		83
Development		2,134		2,134		1,424		1,761		1,167		1		—		1		—
Net investment / operating cash flow	$	27,806	$	23,918	$	22,144	$	5,752	$	5,556	$	389	$	380	$	149	$	245

Operating cash flow from our property operations for the third quarter of 2007 increased by $9 million on a total basis and decreased by $96 million on a net basis over the third quarter of 2006. The decrease in net operating cash flow is due to the impact of the slowdown in the U.S. homebuilding industry, offset by the expansion of our portfolio, improved net rents and growth in residential profits in our operations outside of the U.S. In addition, the comparable quarter in 2006 included a $79 million gain on the sale of retail properties into the Brazil Retail fund.

Core Office Properties

Following our acquisition of Multiplex, we will have total core property assets under management of $28 billion, of which $15 billion are held directly and $13 billion are held through funds with aggregate capital commitments of $6.7 billion. Our portfolio and associated operating results are set forth in the table on the following page.

Operating Results

Total operating cash flow was $340 million during the third quarter, compared with $387 million in the second quarter of 2007 and $182 million during the third quarter of 2006. On a more comparable basis operating cash flow, excluding disposition gains, was $333 million in the third quarter of 2007 and $325 million in the second quarter. The increase over 2006 was due to a major portfolio acquired in October 2006.

After deducting interest expense associated with property-specific financings, the net operating cash flow was $104 million in the third quarter of 2007. Interest expense incurred on property-specific financings and co-investor capital increased from $85 million during 2006 to $215 million during the current quarter. Carrying charges from debt incurred on the acquisition of properties subsequent to the third quarter of 2006 accounted for much of the increase as did the $27 million of debt breakage costs associated with the early refinancing of a large mortgage. Excluding debt breakage costs and realization gains, net operating cash flows represented a 14% return on net invested capital and a 28% increase over the $97 million recorded in 2006 on a similar basis.

Portfolio Activity

Total book values were at $17.2 billion from $17.0 billion at year end. There were no major changes in our portfolio during the quarter apart from the sale of two non-core properties in Toronto for a gain of $7 million.

Asset values for quality core office properties in major markets have increased, which has a beneficial impact on our portfolio, although it reduces the number of attractively priced investment opportunities. As an example, our investment in Canary Wharf Group, which is carried on our books at $182 million, was valued at approximately $1 billion based on that company’s June 30, 2007 financial reports.

We are in the process of completing the purchase of 100% of the equity of Multiplex Group of Australia for approximately $6.2 billion, including assumed debt. Multiplex is a major integrated owner, developer, builder and manager of core office and other property asset classes in Australia, Europe and the Middle East with $6.6 billion of property assets owned and under management.

16     Brookfield Asset Management | Q3 /2007 Interim Report

	Assets Under		Invested Capital										Operating Cash Flow (Three months ended)
	Management1		Total				Net						Total				Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30				September 30
(MILLIONS)	2007		2007		2006		2007			2006			2007		2006		2007			2006
North America
New York, New York	$	7,251	$	6,486	$	6,542	$	6,486		$	6,542		$	130	$	83
Boston, Massachusetts		759		387		350		387			350			8		7
Toronto, Ontario		2,871		1,646		1,491		1,646			1,491			36		37
Calgary, Alberta		1,366		595		513		595			513			20		19
Washington, D.C.		1,826		1,826		1,980		1,826			1,980			40		14
Houston, Texas		1,084		1,084		941		1,084			941			26		—
Los Angeles, California		2,635		2,635		2,689		2,635			2,689			46		—
Ottawa, Ontario		413		104		96		104			96			2		3
Denver, Colorado		282		282		264		282			264			8		6
Minneapolis, Minnesota		423		423		423		423			423			5		5
Other North America		191		127		109		127			109			2		—
Total North America		19,101		15,595		15,398		15,595			15,398			323		174	$	323		$	174
United Kingdom
Canary Wharf Group, plc		182		182		182		182			182			—		—		—			—
20 Canada Square		580		580		583		572			565			10		8		10			8
		19,863		16,357		16,163		16,349			16,145			333		182		333			182
Other assets		861		861		853		861			853			—		—		—			—
Other liabilities				—		—		(871	)		(919	)		—		—		—			—
Property-specific mortgages / interest				—		—		(12,574	)		(11,811	)		—		—		(188	)		(85	)
Debt breakage costs				—		—		—			—			—		—		(27	)		—
		20,724		17,218		17,016		3,765			4,268			333		182		118			97
Debt component of co-investors’ capital 2				—		—		(257	)		(257	)		—		—		(9	)		—
Equity component of co-investors’ capital 2				—		—		(239	)		(266	)		—		—		(12	)		—
		20,724		17,218		17,016		3,269			3,745			333		182		97			97
Realization gains				—		—		—			—			7		—		7			—
	$	20,724	$	17,218	$	17,016	$	3,269		$	3,745		$	340	$	182	$	104		$	97

1	Includes the book value attributed to partial interests in properties managed by us that are owned by co-investors
2	Represents interests of co-investors in the U.S. Core Office Fund

Financing

During the quarter we completed the refinancing of One Liberty Plaza through the issuance of $850 million, 6.1% mortgage debt, replacing $400 million of existing debt. This enabled us to monetize the substantial value created in this property in recent years and enhance our return on capital. Property-specific debt, which is comprised principally of long-term mortgages secured by the underlying properties with no recourse to the Corporation was $12.6 billion, an increase of $0.8 billion from year end. Core office property debt at September 30, 2007 had an average interest rate of 7% and an average term to maturity of seven years. The debt and equity components of co-investors capital represent the 38% interest of our partners in the U.S. Core Office fund.

Leasing and Occupancy Levels

As at September 30, 2007, the average term of our in-place leases in North America was seven years and annual expiries average 6.5% over the next five years. The U.S. portfolio acquired in late 2006 had a shorter lease maturity than the balance of our portfolio, which we will seek to extend as we re-lease the properties. In our European portfolio, the average lease term is 20 years.

We leased 5 million square feet in our North American portfolio during the first nine months of 2007 at an average net rent of $31 per square foot, replacing leases that averaged $21 per square foot. Average in-place net rents across the portfolio have increased to $23 from $21 at the end of last year. Leasing fundamentals have improved in most of our markets with particular strength in Calgary and New York. Leasing fundamentals in London also continued to improve, bringing total occupancy across the portfolio to more than 97%, with an average unexpired lease term of approximately 20 years. Nearly 80% of the tenant rating profile is A+ or better.

Brookfield Asset Management | Q3 /2007 Interim Report     17

Our total portfolio occupancy rate at September 30, 2007 was 95% in our core North American markets, and 95% overall, unchanged compared to December 31, 2006:

	September 30, 2007							December 31, 2006
	Total		Owned		Percentage			Total		Owned		Percentage
(THOUSANDS)	Area		Interest		Leased			Area		Interest		Leased
New York, New York		19,516		16,352		97	%		19,516		16,352		97	%
Boston, Massachusetts		2,163		1,103		100	%		2,163		1,103		93	%
Toronto, Ontario		10,343		6,177		98	%		12,283		6,973		96	%
Calgary, Alberta		7,845		3,544		100	%		7,845		3,544		100	%
Washington, D.C.		6,502		6,325		92	%		6,771		6,594		98	%
Houston, Texas		7,850		7,199		93	%		6,958		6,307		95	%
Los Angeles, California		10,672		10,438		87	%		10,672		10,438		87	%
Ottawa, Ontario		2,780		695		99	%		2,939		735		99	%
Core North American markets		67,671		51,833		95	%		69,147		52,046		95	%
Denver, Colorado		1,795		1,795		97	%		1,795		1,795		96	%
Minneapolis, Minnesota		3,008		3,008		92	%		3,008		3,008		89	%
Other North America		1,845		1,155		95	%		1,845		1,155		96	%
Total North America		74,319		57,791		95	%		75,795		58,004		95	%
London, United Kingdom		8,500		2,173		97	%		8,500		2,173		94	%
Total 1		82,819		59,964		95	%		84,295		60,177		95	%

1 Excludes development sites

Residential Properties

We conduct residential property operations in the United States, Canada and Brazil through public subsidiaries in which we hold the following interests: United States — 56%; Canada — 51%; Brazil - 60%. We recently formed a land joint venture with $200 million of committed capital from a major U.S. institution and ourselves that we will manage.

	Assets Under		Invested Capital										Operating Cash Flow (Three months ended)
	Management		Total				Net						Total					Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30					September 30
(MILLIONS)	2007		2007		2006		2007			2006			2007			2006		2007			2006
United States	$	1,472	$	1,472	$	1,355	$	1,294		$	1,142		$	(1	)	$	45
Canada		526		526		305		526			305			43			36
Brazil		825		825		743		544			567			19			11
		2,823		2,823		2,403		2,364			2,014			61			92	$	61		$	92
Impairment charge — U.S.														(42	)		—		(42	)		—
Borrowings / interest 1								(1,347	)		(1,126	)							(6	)		(13	)
Cash taxes																			13			(3	)
Non-controlling interest in net assets								(561	)		(404	)							11			(16	)
Net investment / operating cash flow	$	2,823	$	2,823	$	2,403	$	456		$	484		$	19		$	92	$	37		$	60

1 Portion of interest expensed through cost of sales

Net operating cash flow for the third quarter decreased between 2007 and 2006 as a slowdown in our U.S. operations more than offset record results in Canada, where our Alberta operations continue to benefit from strong energy markets. Total assets and net capital, which include property assets as well as inventory, cash and cash equivalents and other working capital balances, have increased since year end as new capital was invested to match sales growth in Canada. Subsidiary borrowings consist primarily of construction financings which are repaid with the proceeds from sales of building lots, single-family houses and condominiums and is generally renewed on a rolling basis as new construction commences.

Operations

— United States

Our U.S. operations contributed $1 million of cash outflow before interest, taxes and non-controlling interests during the quarter as demand for new homes slowed and margins narrowed, compared to cash inflow of $45 million during the same quarter in 2006. In

18     Brookfield Asset Management | Q3 /2007 Interim Report

addition, these operations recorded an impairment charge of $42 million on higher cost land inventory positions. The net operating cash loss from this unit, after deducting interest, taxes and non-controlling interests was $13 million, compared with a contribution of $16 million during the same period last year. The gross margin from housing sales was approximately 18% compared with 26% in the same quarter last year and relatively unchanged from the second quarter. We closed 179 units during the quarter (2006 — 232) at an average selling price of $667,000 (2006 — $710,000).

We do not expect the current supply and demand imbalance to be worked through in a meaningful way prior to late 2008. Net new orders during the quarter, which will be recognized in earnings as the transactions close, were 130 units, compared to 264 units achieved in the third quarter of 2006. Backlog at the end of the quarter was 323 units (September 30, 2006 — 531 units). We own or control 26,500 lots through direct ownership, options and joint ventures.

– Canada

We continue to benefit from strong demand for housing in Canada, particularly in Alberta where we hold a 29% market share in the important Calgary market, with year-to-date results more than 50% higher than 2006. The contribution increased to $43 million in the quarter (2006 – $36 million), although 49% of this increase accrues to our co-investors in Brookfield Properties on both a total and net basis as reflected on page 34. Most of the land holdings were purchased in the mid-1990’s or earlier, resulting in particularly strong margins, although the high level of activity is creating some upward pressure on building costs. Year-to-date, margins were 37% compared to 31% for the first nine months of 2006.

Based on the current market environment, we expect another very strong year in 2007 and a particularly strong fourth quarter. We own approximately 78,400 lots in these operations of which approximately 7,100 were under active development at September 30, 2007 and 71,300 are included in development assets because of the length of time that will likely pass before they are actively developed.

– Brazil

Operating cash flow for 2007 on a net basis was similar to that reported in 2006. Contracted sales during the third quarter of 2007 were $62 million, compared to $41 million in the third quarter of 2006, which should lead to growth in profits as the units are completed, and the associated revenues are recognized, which is expected to occur during the balance of 2007 and 2008. As shown on page 21, we own substantial density rights that will provide the basis for continued growth in our key markets of Rio de Janeiro and São Paulo, and continued to add to these rights during the quarter.

Opportunity Investments

We operate the Brookfield Real Estate Opportunity Fund with $241 million of committed capital (Brookfield’s share — 52%). The fund is fully invested and has begun the process of monetizing assets purchased over the past two years to capture value appreciation.

	Assets Under		Invested Capital										Operating Cash Flow (Three months ended)
	Management		Total				Net						Total				Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30				September 30
(MILLIONS)	2007		2007		2006		2007			2006			2007		2006		2007			2006
Commercial properties	$	1,325	$	1,325	$	1,086	$	1,162		$	1,055		$	18	$	10	$	18		$	10
Disposition gains								—			—			—		7		—			7
Property-specific mortgages / interest								(881	)		(820	)						(11	)		(7	)
Co-investors’ capital								(103	)		(103	)						(4	)		(5	)
Net investment / operating cash flow	$	1,325	$	1,325	$	1,086	$	178		$	132		$	18	$	17	$	3		$	5

Total property assets within the fund were approximately $1.3 billion at quarter end, an increase of $0.2 billion from the end of 2006, and include approximately 125 office properties in a number of cities across North America as well as smaller investments in industrial, student housing, multi-family, and other property asset classes. The book value of commercial properties increased due to acquisitions in the second and third quarter, offset in part by property sales in the first quarter. Our net invested capital at September 30, 2007 included a $6 million bridge loan to the fund (2006 — $23 million), and $52 million of direct capital in addition to our base commitment that was provided to fund acquisitions.

Brookfield Asset Management | Q3 /2007 Interim Report     19

Due to the focus on value enhancement and the relative short hold period for properties, we expect that returns will come more from disposition gains as opposed to net rental income, relative to results from our core office portfolios.

Retail Properties

We operate the Brascan Brasil Real Estate Partners Fund which was formed in late 2006 and has $800 million of committed capital (Brookfield’s share — 25%). We have invested over half of the capital of the fund already, and are actively pursuing opportunities which, if successful, will enable us to fully invest the fund by year end and position us as one of the largest owners of retail centres in the country.

	Assets Under		Invested Capital										Operating Cash Flow (Three months ended)
	Management		Total				Net						Total				Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30				September 30
(MILLIONS)	2007		2007		2006		2007			2006			2007		2006		2007			2006
Retail properties 1	$	800	$	418	$	215	$	401		$	207		$	11	$	10	$	11		$	10
Realization gains		—		—		—		—			—			—		79		—			79
		800		418		215		401			207			11		89		11			89
Borrowings / interest		—		—		—		(196	)		(105	)		—		—		(3	)		(3	)
Cash taxes		—		—		—		—						—		—		(5	)		(3	)
Co-investors’ capital		—		—		—		(117	)		(74	)		—		—		1			—
Net investment / operating cash flow	$	800	$	418	$	215	$	88		$	28		$	11	$	89	$	4		$	83

1 The Brascan Brasil Real Estate Partners Fund was established in the third quarter of 2006

Operating results were relatively consistent with the comparable quarter, excluding the impact of the realization gain that we recorded on the formation of the fund in 2006 and the vend-in by us of the seed portfolio. Increased results reflect the impact of acquisitions as well as higher sales within existing properties. The book value of retail properties includes total and net working capital balances which increased to $71 million (2006 — $46 million) and $54 million (2006 — $38 million), respectively. Borrowings represent debt incurred by the fund to finance the purchase of the initial portfolio assets, and are guaranteed by the obligations of ourselves and our partners to subscribe for capital in the fund up to the level of the committed amounts.

Total property assets within the fund nearly doubled to $418 million since year end due to the acquisition of interests in six additional shopping centres. The fund’s portfolio now consists of interests in 11 shopping centres and associated office space totalling 2.6 million square feet of net leasable area, located primarily in Rio de Janeiro and São Paulo.

Development

We entitle, seek approval for, build, manage and develop many types of critical backbone infrastructure in our targetted business segments. For example, we typically acquire land or long-term rights on land, seek entitlements to construct, and then either sell the project once it has been improved or build the project ourselves. We typically hold these projects directly, given that they do not generate current cash flow, until the project is complete, at which time it can be transferred to an existing fund portfolio or sold outright. Accordingly, we do not typically record ongoing cash flow in respect of development properties and the associated development costs are capitalized until this event occurs, at which time any disposition gain or loss is realized.

20     Brookfield Asset Management | Q3 /2007 Interim Report

		Invested Capital										Operating Cash Flow (Three months ended)
		Total				Net						Total				Net
AS AT AND FOR THE THREE MONTHS ENDED	Potential	Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30				September 30
(MILLIONS)	Developments	2007		2006		2007			2006			2007		2006		2007		2006
Core office properties
Bay Adelaide Centre, Toronto	2.6 million sq. ft.	$	379	$	251	$	379		$	251
Four Allen Center, Houston	1.3 million sq. ft.		193		139		193			139
Ninth Avenue, New York	4.7 million sq. ft.		198		184		198			184
Other	21.1 million sq. ft.		474		268		474			268
Property-specific financing							(310	)		(240	)
Residential lots
United States 1	14,800 lots		—		—		—			—
Canada	71,300 lots		604		400		604			400
Brazil	19.5 million sq. ft.		117		116		117			116
Rural development
Brazil	454,000 acres		169		66		106			49
Canada 2	33,300 acres		—		—		—			—
	487,300 acres
Net investment / operating cash flow		$	2,134	$	1,424	$	1,761		$	1,167		$	1	$	—	$	1	$	—

1	Book values included in United States residential property operations, see pages 18 and 19
2	Book values included as higher and better use land in western North American timber operations, see pages 25 and 26

In addition to the properties listed above, we have been actively developing a number of hydroelectric power facilities in Brazil and North America, as well as wind generation facilities in Canada, which are described further under Power Generating Operations.

Core Office Properties

Current development initiatives are focused on the construction of a 1.1 million square foot premier office property within the Bay Adelaide Centre site located in Toronto’s downtown financial district, the redevelopment of the 1.3 million square foot Four Allen Center in Houston and properties in Washington, D.C. We also own our proportionate share of the approximate 5.4 million square feet of commercial space development density at Canary Wharf in London of which 1.3 million is currently under active development.

Residential Development Properties

Residential development properties include land, both owned and optioned, which is in the process of being converted to residential lots, but not expected to enter the homebuilding process for more than three years. We utilize options to control lots for future years in our higher land cost markets in order to reduce risk. To that end, we hold options on approximately 13,800 lots which are located predominantly in California and Virginia. We invested additional capital into development land in Alberta as a result of the significant increase in activity in this market.

Rural Development Properties

We own approximately 454,000 acres of prime rural development land in the States of São Paulo, Minas Gerais and Mato Grosso. These properties are being used for agricultural purposes, including the harvest of sugar cane for its use in the production of ethanol as a gasoline substitute. We also hold 33,300 acres of potentially higher and better use land adjacent to our western North American timberlands, which we intend to convert into residential and other purpose land over time, and are included within our timberland segment.

Brookfield Asset Management | Q3 /2007 Interim Report     21

Power Generating Operations

We have established one of the largest privately owned hydroelectric power generating portfolios in North America, and a growing portfolio in Brazil. We are currently exploring alternatives to establish an externally managed entity through which we can share the ownership of these assets with others on a fee bearing basis. The capital invested in our power generating operations and the associated cash flows are as follows:

																	Operating Cash Flow
					Assets Under		Invested Capital										(Three months ended)
	Capacity				Management		Total				Net						Total					Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Dec. 31		Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30				September 30
(MILLIONS)	2007		2006		2007		2007		2006		2007			2006			2007		2006			2007			2006
Hydroelectric generation	(MW)
Ontario		897		897	$	1,273	$	1,273	$	1,094	$	1,273		$	1,094		$	20	$	26
Quebec		277		277		435		435		371		435			371			10		21
British Columbia		127		127		159		159		133		159			133			4		4
New England		240		240		398		398		400		398			400			8		17
New York and other northeast markets		852		832		1,047		1,047		1,016		1,047			1,016			9		30
Louisiana		192		192		463		463		478		463			478			17		11
Brazil		295		205		509		509		264		509			264			18		10
Total hydroelectric generation		2,880		2,770		4,284		4,284		3,756		4,284			3,756			86		119
Wind energy		189		189		375		375		327		375			327			6		—
Co-generation and pumped storage		815		815		232		232		166		232			166			13		3
Development projects		—		—		166		166		60		166			60			—		—
Total power generation		3,884		3,774		5,057		5,057		4,309		5,057			4,309			105		122		$	105			$	122
Cash, financial assets, accounts receivable and other						1,230		1,230		1,081		1,230			1,081								—
Accounts payable and other liabilities												(655	)		(419	)							(1	)
Property-specific and subsidiary debt / interest												(3,952	)		(3,388	)							(72	)		(58	)
Non-controlling interests in net assets												(217	)		(215	)							(12	)		(5	)
Net investment / operating cash flow		3,884		3,774	$	6,287	$	6,287	$	5,390	$	1,463		$	1,368		$	105	$	122		$	20		$	59

Total operating cash flow from our power generating assets was $105 million in the quarter, compared with $122 million in 2006. The decrease in operating cash flow was due to lower generation during the quarter, offset in part by higher realized prices, the contribution from acquired facilities and the completion of development projects and the positive impact of currency fluctuations on the cash flows from non-U.S. facilities. After deducting interest expense and distributions to owners of partial interests in our business, these operations generated $20 million of cash flow in the quarter, compared to $59 million during the same quarter last year. Interest expense increased by $14 million due to debt associated with new facilities in addition to the impact of currency fluctuations on non-U.S. debt.

Portfolio Activity and Invested Capital

Total assets in the segment increased to $6.3 billion from $5.4 billion at the end of last year due to the acquisition and development of power facilities as well as the impact of increases in the carrying value of non-U.S. assets as a result of currency fluctuation. Financings completed during the first nine months enabled us to maintain the net capital invested in this segment to $1.5 billion, relatively unchanged from year end.

Since year end we have increased installed capacity by 110 megawatts. During the quarter, we completed the acquisition of a 12 megawatt facility in New York and 11 facilities in Brazil with aggregate capacity of 45 megawatts at a total cost of approximately $130 million. We expect to complete the acquisition of associated development sites in Brazil totalling 188 megawatts in the fourth quarter. In addition, we will have six hydroelectric facilities under construction by the end of 2007 that will expand our capacity by 117 megawatts at a total projected cost of $284 million.

The carrying values of our pumped storage operations increased since year end as we commenced accounting for these operations, which are owned in a 50/50 joint venture, on a fully consolidated basis during the second quarter. Carrying values of non-U.S. assets also increased due to currency fluctuations. This was offset by the corresponding impact on non-U.S. financings.

22     Brookfield Asset Management | Q3 /2007 Interim Report

Property-specific debt totalled $3.2 billion at September 30, 2007 and corporate unsecured notes issued by our power generating operations totalled $0.8 billion. Property-specific debt has an average interest rate of 8% and an average term of 17 years and is all investment grade quality. The corporate unsecured notes bear interest at an average rate of 5%, have an average term of 9 years and are rated BBB by S&P and BBB (high) by DBRS and BBB by Fitch.

Operating Results

Generation

Our facilities produced 2,551 gigawatt hours of electricity in the third quarter of 2007, compared with 2,765 gigawatts during the same period last year representing an 8% decline. We produced 563 fewer gigawatt hours from existing hydroelectric capacity owned throughout 2007 and 2006 (i.e. “same store” basis) due to lower water flows; however this was partially offset by the contribution of 251 gigawatt hours from facilities acquired or developed during 2006 and 2007. Hydroelectric generation was 22% below expected long-term averages for the portfolio as a whole. Fortunately our reservoirs have been maintained at normal levels for this time of year and, as a result, we should be able to operate our facilities at long-term average levels for the fourth quarter, assuming normal water conditions prevail for the remainder of the year. Our wind facilities, which started operations in the fourth quarter of last year, generated 98 gigawatt hours, slightly lower than our expected long-term average.

The following table summarizes generation during the third quarter of 2007 and 2006.

			Actual Production				Variance to
THREE MONTHS ENDED SEPTEMBER 30	Long-Term		September 30		September 30		Long-Term			September 30
(GIGAWATT HOURS)	Average		2007		2006		Average			2006
Existing capacity		2,314		1,778		2,341		(536	)		(563	)
Acquisitions — during 2006		233		185		111		(48	)		74
Acquisitions — during 2007		85		79		—		(6	)		79
Total hydroelectric operations		2,632		2,042		2,452		(590	)		(410	)
Wind energy		109		98		—		(11	)		98
Co-generation and pump storage		313		411		313		98			98
Total generation		3,054		2,551		2,765		(503	)		(214	)

Realized Prices and Operating Margins

Realized prices from our hydro portfolio increased to $71 per megawatt hour and largely exceeded market prices due to our long standing strategy to sell much of our power under long-term power sales agreements or financial contracts. Spot electricity prices during the quarter were generally in line with those of 2006; however, the shorter-term financial contracts under which power was sold during the quarter were at higher prices than those for the same period last year. We also generated a higher proportion of our power in higher priced regions than in the prior quarter. Our ability to capture peak pricing and other energy products such as capacity payments also contributes to higher realized prices. The following table illustrates revenues and operating costs for our hydroelectric facilities:

	2007								2006
THREE MONTHS ENDED SEPTEMBER 30	Actual		Realized		Operating		Operating		Actual		Realized		Operating		Operating
(GWH AND $ MILLIONS)	Production		Revenues		Costs		Cash Flows		Production		Revenues		Costs		Cash Flows
Ontario		386	$	32	$	12	$	20		416	$	35	$	9	$	26
Quebec		317		17		7		10		478		27		6		21
New England		306		15		7		8		355		19		2		17
New York		378		26		17		9		714		46		16		30
Other		655		55		16		39		489		35		10		25
Total		2,042	$	145	$	59	$	86		2,452	$	162	$	43	$	119
Per MWh			$	71	$	29	$	42			$	66	$	18	$	48

Costs increased by 61% on a per unit basis due to a change in mix to generation in higher cost regions, and the impact of a higher Canadian dollar. Increase in operating costs relate to lower power generation at existing facilities where the cost structure is more fixed in nature, such as our New York operations, the addition of generation capacity in higher cost regions, timing of major maintenance expenditures and the impact of a strong Canadian dollar on our Ontario and Quebec operations.

Brookfield Asset Management | Q3 /2007 Interim Report     23

The contribution from our non-hydro facilities is set forth in the following table. Cash flows increased quarter over quarter due to the addition of our wind energy project, and the inclusion of our 50%-owned pumped storage facility on a fully consolidated basis.

	2007								2006
THREE MONTHS ENDED SEPTEMBER 30	Actual		Realized		Operating		Operating		Actual		Realized		Operating		Operating
(GWH AND $ MILLIONS)	Production		Revenues		Costs		Cash Flows		Production		Revenues		Costs		Cash Flows
Co-generation and pumped storage		411	$	41	$	28	$	13		313	$	21	$	18	$	3
Wind energy		98		8		2		6		—		—		—		—
Total		509	$	49	$	30	$	19		313	$	21	$	18	$	3
Per MWh			$	96	$	59	$	37			$	67	$	58	$	9

Interest expense during the quarter increased by $14 million to reflect financings completed since the first quarter of 2006 and the impact of currency fluctuations on non-U.S. financings. The increase in operating cash flows attributable to co-investors increased to reflect the interests of our joint venture partners in the pumped storage facility.

Contract Profile

Approximately 71% of our projected 2008 and 2009 generation is currently subject to long-term bilateral power sales agreements or shorter-term financial contracts. The remaining generation is sold into wholesale electricity markets. Our long-term sales contracts, which cover approximately 53% of total generation during this period, have an average term of 12 years and the counterparties are almost exclusively customers with long-standing favourable credit histories or investment grade ratings. The financial contracts typically have a term of less than three years.

The following table sets out the profile of our contracts over the next five years from our existing facilities, assuming long-term average hydrology:

	Balance of		Years ended December 31
	2007		2008		2009		2010		2011
Generation (GWh)
Contracted
Power sales agreements		1,841		7,836		6,468		6,436		5,975
Financial contracts		905		2,833		2,033		287		—
Uncontracted		543		3,045		4,777		6,554		7,308
		3,289		13,714		13,278		13,277		13,283
Contracted generation
% of total		83		78		64		51		45
Revenue ($millions)		184		764		654		522		488
Price ($/MWh)		67		72		77		78		82

The increase in the average selling price for contracted power from $67 per megawatt hour (MWh) to $82 per MWh over the next five years reflects contractual step-ups in long duration contracts with attractive locked-in prices and the expiry of lower priced contracts during the period. In addition, a number of contracts for our non-U.S. facilities have benefitted from favourable currency appreciation.

24     Brookfield Asset Management | Q3 /2007 Interim Report

Infrastructure

We recently filed a prospectus for the creation and spin-out of Brookfield Infrastructure Partners, which is to be a New York Stock Exchange listed entity that will serve as our primary entity for the ownership and operation of certain infrastructure businesses other than property and renewable power generation businesses. We will earn base management fees and incentive fees for managing the operations and we will own a 40% interest following the spin-out. Brookfield Infrastructure will initially own interests in our existing timber and transmission operations and funds other than our timberlands in eastern North America and Brazil. This will enable us to reposition those businesses that are not yet in funds to a fee-bearing asset management basis and to provide an alternate source of capital to fund growth.

	Assets Under		Invested Capital								Operating Cash Flow (Three months ended)
	Management		Total				Net				Total				Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30		Dec. 31		September 30				September 30
(MILLIONS)	2007		2007		2006		2007		2006		2007		2006		2007		2006
Timberlands	$	3,697	$	3,697	$	1,190	$	964	$	315	$	47	$	24	$	14	$	6
Transmission		2,961		720		3,143		582		549		18		56		13		11
	$	6,658	$	4,417	$	4,333	$	1,546	$	864	$	65	$	80	$	27	$	17

Timberlands

We manage 2.5 million acres of high quality timberlands with an aggregate book value of $3 billion. We manage a listed specialty issuer that operates in eastern North America and a private fund named Island Timberlands that operates on the west coast of Canada. These funds have aggregate equity capital of $685 million, of which our share is $333 million. We also own direct interests in $2 billion of timberlands in the Pacific Northwest and Brazil. We also recently announced the formation of a $250 million Brazil timber fund that will be seeded with our existing assets in Brazil.

			Assets Under		Invested Capital										Operating Cash Flow (Three months ended)
			Management		Total				Net						Total				Net
AS AT AND FOR THE THREE MONTHS ENDED			Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30				September 30
(MILLIONS)	Acres		2007		2007		2006		2007			2006			2007		2006		2007			2006
Timberlands		2,477,700	$	2,991	$	2,991	$	1,122	$	2,991		$	1,122		$	47	$	24	$	47		$	24
Other assets, net				706		706		68		69			18			—		—		1			—
				3,697		3,697		1,190		3,060			1,140			47		24		48			24
Property-specific and other borrowings / interest										(1,774	)		(485	)						(27	)		(10	)
Non-controlling interests in net assets										(322	)		(340	)						(7	)		(8	)
Net investment / operating cash flow			$	3,697	$	3,697	$	1,190	$	964		$	315		$	47	$	24	$	14		$	6

Operating Results

Timber operations performed below expectations during the quarter as log prices and sales volumes were adversely impacted by the slowdown in the U.S. homebuilding sector and a strike in the western Canadian coastal forest industry. The contribution from western North American timberlands included total and net cash flow from the Oregon and Washington operations which were acquired in the second quarter of 2007 of $22 million and $nil, respectively, on log sales of 0.6 million cubic metres. Demand for high quality Douglas-fir was lower in the quarter. We responded by exploiting the flexibility inherent in timber management which allows us to defer harvesting this higher margin species until prices recover and instead increased harvest levels of whitewood species where margins, although lower than Douglas-fir, held up better. Our operations on the Canadian west coast produced more operating cash flow than the third quarter of 2006, notwithstanding the difficult operating environment, as that prior quarter had been adversely impacted by a prolonged fire season.

Portfolio Activity and Financial Position

On April 20, 2007, we acquired Longview Fibre Company, which owns 588,000 acres of high quality timberlands located in the U.S. Pacific Northwest. The increase in total invested capital since year end reflects the purchase cost of the timberlands of approximately $2.3 billion, together with goodwill and working capital. We recorded a future tax obligation of approximately $593 million relating to the difference between the amount paid by us for the company and the tax basis of the underlying assets. The inclusion of this liability in the net book value of the acquired business gave rise to goodwill of approximately $593 million. We expect that we will be able to reorganize the ownership structure of the business over time such that we can extinguish the tax liability without any material cash outlay. The increase in net invested capital reflects the net capital invested by us in Longview’s timber operations after taking into consideration debt raised to finance the acquisition and the future tax liabilities.

Brookfield Asset Management | Q3 /2007 Interim Report     25

As at September 30, 2007, borrowings included approximately $1.3 billion associated with the Longview acquisition that is secured by the underlying timber assets in North America. The Longview debt consists of an 18-month bridge facility that will be refinanced with long-term fixed rate financings secured by the associated timberlands. Our western Canadian timberlands secured borrowings of approximately $410 million, which have an average interest rate of 6%, an average term to maturity of 17 years and are all investment grade quality. The balance of the borrowings consist of debt secured by the eastern Canadian timber assets and working capital facilities.

Non-controlling interests represent the interests of co-investors in our two North American funds. We currently own 50% of our western Canadian fund and 45% of Acadian.

Transmission

Our electricity transmission operations consist of the largest transmission system in Chile, a smaller system in northern Ontario and interests in transmission lines in Brazil. We own 28% of the Chilean operations and provide management advisory services to our investment partners on a fee-for-service basis, 100% of the northern Ontario operations and an effective 20% of the Brazil operations. We believe the regulated rate base nature of these assets provides for attractive reliable long-term returns and we will endeavour to expand our operations in this asset class.

	Assets Under		Invested Capital										Operating Cash Flow (Three months ended)
	Management		Total				Net						Total				Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30				September 30
(MILLIONS)	2007		2007		2006		2007			2006			2007		2006		2007			2006
Transmission facilities and investments
Chile	$	2,573	$	332	$	2,525	$	332		$	2,525		$	6	$	48
North America		181		181		146		181			146			8		8
Brazil		174		174		157		174			157			4		—
		2,928		687		2,828		687			2,828			18		56	$	18		$	56
Other assets		33		33		315		33			315			—		—		(2	)		—
		2,961		720		3,143		720			3,143			18		56		16			56
Other liabilities								(23	)		(267	)						—			—
Project-specific financing and other borrowings								(115	)		(1,496	)						(3	)		(31	)
								582			1,380			18		56		13			25
Debt component of co-investors’ capital								—			(589	)						—			(13	)
Equity component of co-investors’ capital								—			(242	)						—			(1	)
Net investment / operating cash flow	$	2,961	$	720	$	3,143	$	582		$	549		$	18	$	56	$	13		$	11

Effective June 30, 2007, we were required to begin accounting for our investment in our Chilean operations using the equity method as a result of changes in the ownership structure, notwithstanding that our economic interest is unchanged. The net contribution to operating cash flow, after deducting interest costs and co-investor interests, was $6 million in the third quarter of 2007, same as the result from last year

Operating Results

The Chilean and Ontario transmission operations performed in line with expectations during the quarter. In addition, we reported our share of the quarterly results of the Brazilian systems, which were acquired at the end of the third quarter of 2006. Net operating income within the Chilean operations during the quarter was $52 million in 2007, compared to $48 million in 2006.

Portfolio Activity and Financial Position

Net invested capital was relatively unchanged during the quarter and since year end, although total capital balances declined as we no longer consolidate the assets and liabilities of our Chilean operations. These operations are financed with property-specific financing borrowings totalling $1.5 billion that have an average interest rate of 6%, an average term to maturity of 11 years and are predominantly all investment grade. The increases in the carrying values of our North American and Brazilian operations are due primarily to appreciation in the value of the Brazilian and Canadian currency.

26       Brookfield Asset Management | Q3 /2007 Interim Report

Specialty Investment Funds

	Assets Under		Invested Capital								Operating Cash Flow (Three months ended)
	Management1		Total				Net				Total					Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept 30		Dec. 31		Sept. 30		Dec. 31		September 30					September 30
(MILLIONS)	2007		2007		2006		2007		2006		2007			2006		2007			2006
Bridge Lending	$	1,156	$	627	$	637	$	627	$	622	$	20		$	20	$	20		$	20
Real Estate Finance		4,814		216		183		216		183		6			2		6			2
Restructuring		1,152		1,152		977		371		377		(3	)		7		(7	)		2
Fixed income and real estate securities 2		21,588		—		—		—		—		—			—		—			—
Net investment / operating cash flow	$	28,710	$	1,995	$	1,797	$	1,214	$	1,182	$	23		$	29	$	19		$	24

1	Represents capital committed or pledged by Brookfield and co-investors, including the book value of our invested capital
2	Capital invested in fixed income and real estate securities and associated cash flow included in Cash and Financial Assets and Other Assets

Net operating cash flow, which represents the returns from our net invested capital deployed in these activities, was $19 million in the third quarter of 2007, compared to $24 million in 2006. The decrease reflects operating losses incurred by a portfolio company within our restructuring fund due to the impact of a strike that lasted throughout the quarter, offset by improved results in our real estate finance fund and other restructuring investees.

Bridge Lending

We operate three bridge lending funds. Our first fund has commitments of $1.6 billion at the end of the quarter, of which $1.2 billion is funded and will mature through 2011. We have $0.8 billion committed to these funds. We have raised C$935 million in commitments and pledges for our two follow-on funds, consisting of a senior and junior fund, and includes a C$240 million commitment from Brookfield. We have advanced $93 million of loans within the new funds thus far.

Our net capital deployed was $627 million, up from $622 million at the end of 2006 and down from $706 million at the end of the second quarter. We reviewed approximately $2.4 billion of financing opportunities, issued term sheets for $310 million and funded new loans totalling $97 million to six clients. Our portfolio at quarter end was comprised of 19 loans, and our largest single exposure at that date was $118 million. Our share of the portfolio has an average term of 38 months excluding extension privileges and generated an average yield of 15% during the quarter.

Operating cash flows, which represent the return on our capital and exclude management fees, were unchanged from the prior quarter as the level of invested capital and associated yields were relatively consistent.

Real Estate Finance

We operate three real estate finance funds with total committed capital of approximately $1.5 billion, of which our share is approximately $400 million. Our first private fund, the $600 million Brookfield Real Estate Finance Partners (BREF I) recently completed its investment period and we completed a $450 million capital raise for our second fund (BREF II). We also manage a public mortgage REIT that is listed on the NYSE and has raised $530 million of equity capital.

	Assets Under		Invested capital												Operating Cash Flow (Three months ended)
	Management1		Total						Net						Total						Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30			Dec. 31			Sept. 30			Dec. 31			September 30						September 30
(MILLIONS)	2007		2007			2006			2007			2006			2007			2006			2007			2006
Real estate finance investments, net of debt	$	1,893	$	667		$	417		$	667		$	417		$	15		$	6		$	15		$	6
Less: co-investor interests		—		(489	)		(278	)		(489	)		(278	)		(11	)		(4	)		(11	)		(4	)
Real estate finance fund		1,893		178			139			178			139			4			2			4			2
Securities – directly held		21		21			21			21			21			1			—			1			—
Financial assets – Mortgage REIT		2,900		17			23			17			23			1			—			1			—
Net investment / operating cash flow	$	4,814	$	216		$	183		$	216		$	183		$	6		$	2		$	6		$	2

1 Represents capital committed or pledged by Brookfield and co-investors, including the book value of our invested capital

During the quarter, we acquired loan positions with an aggregate principal balance of approximately $165 million that finance Class A office and multi-residential properties and are concluding $200 million of additional loans to complete BREF I and begin to

Brookfield Asset Management | Q3 /2007 Interim Report       27

invest BREF II. The portfolio continues to perform in line with expectations notwithstanding difficult credit markets, although we are continuing to assess the impact of spread widening on our portfolio. The public mortgage REIT, named Crystal River Corporation, faced a challenging third quarter due to the general disruption in the credit markets. We manage Crystal River and hold an equity position in the REIT that is carried at its stock market value of $23 million.

Restructuring

We operate two restructuring funds. Our first fund, Tricap Investment Partners (Tricap I) completed its investment period last year and we continue to manage and harvest the remaining invested capital of $200 million. We also completed a capital raise for Tricap II, which has $847 million of committed capital. The capital committed by us to both funds totals $500 million, including co-investment capital invested by us in Tricap I.

	Assets Under		Invested Capital										Operating Cash Flow (Three months ended)
	Management		Total				Net						Total					Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30					September 30
(MILLIONS)	2007		2007		2006		2007			2006			2007			2006		2007			2006
Property, plant and equipment	$	646	$	646	$	453	$	646		$	453
Securities		108		108		29		108			29
Loans receivable		4		4		23		4			23
Other assets		394		394		472		394			472
		1,152		1,152		977		1,152			977		$	(3	)	$	7	$	(3	)	$	7
Other liabilities								(223	)		(235	)							(1	)		—
Subsidiary debt								(202	)		(175	)							(7	)		(3	)
Non-controlling interests								(356	)		(190	)							4			(2	)
	$	1,152	$	1,152	$	977	$	371		$	377		$	(3	)	$	7	$	(7	)	$	2

Our net invested capital in restructuring opportunities at quarter end was $371 million, relatively unchanged from the end of 2006, as decreases due to the syndication of investments held at year end for our co-investors in Tricap II were offset by new investments during the current year. This is also reflected in the increase in non-controlling interests.

We successfully concluded our involvement with Stelco, 37% held by Tricap I and its investors, with an offer by U.S. Steel to acquire 100% of the company. Our share of the proceeds were approximately $262 million, giving rise to a pre-tax gain of approximately $250 million that we expect to record in the fourth quarter. The favourable result should also contribute towards meaningful performance income from our carried interest in the fund.

Western Forest Products suffered a difficult quarter due in part to a major industry strike which has since been resolved.

The other investment positions held by Tricap I and Tricap II performed well during the quarter.

Fixed Income and Real Estate Securities

We have been cautious with respect to the sub-prime market since the beginning of 2006, and as a result, we believe our investment performance has been better than average on a relative basis, notwithstanding the severe disruption in the credit markets. This performance has led to commitments to us of additional funds during the quarter by our clients.

28       Brookfield Asset Management | Q3 /2007 Interim Report

Private Equity Investments

We own a number of investments which will be sold once value has been maximized, integrated into our core operations or used to seed new funds. Although not core to our broader strategy, we expect to continue to make new investments of this nature and dispose of more mature assets.

															Operating Cash Flow
					Assets Under		Invested Capital								(Three months ended)
					Management		Total				Net				Total					Net
AS AT AND FOR THE THREE MONTHS ENDED					Sept. 30		Sept. 30		Dec. 31		Sept. 30		Dec. 31		September 30					September 30
(MILLIONS)	Location	Interest			2007		2007		2006		2007		2006		2007		2006			2007			2006
Forest products
Norbord Inc.	North America / UK		27	%	$	187	$	187	$	178	$	24	$	26	$	5	$	5		$	3		$	3
Fraser Papers Inc.	North America		56	%		513		513		141		121		141		7		—			(7	)		—
Privately held	North America		100	%		554		554		140		378		95		10		(7	)		10			(7	)
Mining
Coal lands	Alberta		100	%		86		86		73		86		73		1		1			1			1
Business services
Insurance	Various		80-100	%		2,550		2,550		2,357		649		593		43		35			32			21
Banco Brascan, S.A.	Rio de Janeiro		91	%		469		469		75		67		75		9		2			—			2
Privately held	Various		100	%		252		252		369		122		278		3		6			(2	)		(2	)
Publicly listed	Canada		60	%		53		53		51		22		23		1		(1	)		1			1
Property
Privately held	Brazil	Various				184		184		66		93		100		8		—			4			—
Net investment / operating cash flows					$	4,848	$	4,848	$	3,450	$	1,562	$	1,404	$	87	$	41		$	42		$	19

We account for our non-controlled public investments such as Norbord using the equity method, and include dividends received from these investments in operating cash flow and our proportional share of their earnings in net income. We consolidate the results of our majority owned private companies and accordingly include our proportional share of their results in the operating cash flow shown above. We increased our interest in Fraser Papers to 56% in July 2007 and have consolidated the results of the company from this time.

Forest Products

We control 41% and own a net beneficial interest in approximately 27% or 39 million shares of Norbord Inc. (“Norbord”). Net invested capital reflects debentures issued by us that are exchangeable into 20 million Norbord shares and which are recorded at the market value of the Norbord shares. Our net investment had a market value of approximately $321 million at quarter end. Norbord contributed $5 million of dividends to total cash flow during the current quarter resulting in a net contribution of $3 million after deducting exchangeable debenture interest.

We began consolidating the results of Fraser Papers during the quarter following an increase in our ownership interest to 56%. Cash flow in the table above reflects our proportionate interest in Fraser Papers’ cash flows. Total operating cash flow was $7 million, and represented a net outflow of $7 million after taking into consideration debt and minority interests.

Privately held forest products operations include paper, containerboard and pulp operations. We acquired Katahdin Paper out of bankruptcy in April 2003 in connection with the purchase of power generation operations. The containerboard and pulp operations were previously owned by Longview Fibre, which we acquired in April 2007, and which were sold to our Tricap II restructuring fund in October 2007. These operations produced cash flow of $10 million during the quarter on a combined basis as strong performance by the containerboard and pulp operations offset a modest loss from the paper operations.

Business Services

Our insurance operations reflected increased profitability during the quarter, and continue to perform well. We are exploring a variety of options to surface the value of our insurance business, which could result in a reduced ownership interest in the future. We completed the acquisition of an increased interest in Banco Brascan during the second quarter, and accordingly, began consolidating the results of this business at that time. The net invested capital in Banco Brascan declined during the quarter due to a capital reorganization.

Brookfield Asset Management | Q3 /2007 Interim Report       29

CAPITAL RESOURCES AND LIQUIDITY

The following sections describe our capitalization and liquidity profile on both a consolidated and deconsolidated basis. The strength of our capital structure and the liquidity that we maintain enables us to achieve a low cost of capital for our shareholders and at the same time provides us with the flexibility to react quickly to potential investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances.

Our primary sources of liquidity consist of our cash and financial assets, net of deposits and other associated liabilities, and undrawn committed credit facilities. These currently total $2.8 billion, compared with $2.1 billion as at December 31, 2006. Furthermore, we endeavour to structure our invested capital in a manner that enables future monetization of our investments as desired.

Cash and Financial Assets

We hold a substantial amount of financial assets, cash and equivalents that represent liquid capital to fund operating activities and investment initiatives. We increased our cash holdings considerably during the quarter to fund the acquisition of Multiplex, which will require a total cash payment of $1.6 billion, in addition to shares purchased prior to the end of the third quarter.

	Assets Under		Invested Capital										Operating Cash Flow (Three months ended)
	Management		Total				Net						Total				Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Sept. 30		Dec. 31		Sept. 30			Dec. 31			September 30				September 30
(MILLIONS)	2007		2007		2006		2007			2006			2007		2006		2007			2006
Financial assets
Government bonds	$	57	$	57	$	57	$	57		$	57
Corporate bonds – Exchangeable debentures		—		—		375		—			375
– Other		109		109		199		109			199
Fixed income		21		21		16		21			16
High yield bonds		132		132		137		132			137
Preferred shares		89		89		26		89			26
Common shares – Multiplex		558		558		44		558			44
– Other		255		255		504		255			504
Loans receivable		137		137		10		137			10
Total financial assets		1,358		1,358		1,368		1,358			1,368		$	215	$	144	$	215		$	144
Cash and cash equivalents		1,632		1,632		305		1,632			305			—				—			—
Deposits and other liabilities		—		—		—		(592	)		(524	)		—				(4	)		(11	)
Net investment / operating cash flow	$	2,990	$	2,990	$	1,673	$	2,398		$	1,149		$	215	$	144	$	211		$	133

During 2007, we adopted new accounting guidelines related to Financial Instruments under which our financial assets, other than equity accounted investments and loans receivable, are carried at market values. The December 31, 2006 balances are shown at original cost other than designated trading portfolios that are carried at market. Operating cash flow reflects revaluation gains for securities that are held for trading and instruments that contain embedded derivatives such as convertible or exchangeable debentures. Revaluation gains or losses on other securities are recorded in other comprehensive income and not included in operating cash flow.

Operating cash flow includes a net gain of $62 million from the further sales of our holdings of exchangeable debentures during the quarter. This consists of two components: an amount of $66 million which represents the accrued gain on the debentures up to December 31, 2006; and a $4 million loss representing the change in value between June 30, 2007 and the time of sale. Under the transitional rules for Financial Instruments, the $66 million portion of the gain ($331 million year-to-date) has been recorded directly into retained earnings. We have included this amount in operating cash flow to ensure that the full gain is recognized in our operating track record. The exchangeable debentures are the only financial instruments we hold that gave rise to a significant adjustment of this nature.

Deposit and other liabilities include broker deposit liabilities associated with our securities portfolio and borrowed securities sold short with a value of $45 million at September 30, 2007.

30       Brookfield Asset Management | Q3 /2007 Interim Report

Capitalization

							Book Value								Operating Cash Flow 2(Three months ended)
	Cost of Capital1						Total				Net				Total					Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30			Dec. 31			Sept. 30		Dec. 31		Sept. 30		Dec. 31		September 30				September 30
(MILLIONS)	2007			2006			2007		2006		2007		2006		2007		2006		2007		2006
Corporate borrowings		7	%		7	%	$	2,482	$	1,507	$	2,482	$	1,507	$	41	$	31	$	41	$	31
Non-recourse borrowings
Property-specific mortgages		7	%		7	%		18,288		17,148		—		—		312		178		—		—
Subsidiary borrowings3		7	%		7	%		4,541		4,153		674		668		80		58		16		18
Other liabilities		9	%		9	%		8,341		6,497		2,221		1,771		102		93		100		65
Capital securities		6	%		6	%		1,577		1,585		1,577		1,585		21		24		21		24
Non-controlling interest in net assets		20	%		19	%		4,046		3,734		1,801		1,829		103		108		65		55
Shareholders’ equity
Preferred equity		5	%		6	%		870		689		870		689		13		7		13		7
Common equity		20	%		20	%		6,328		5,395		6,328		5,395		308		361		308		361
		9.5	%		9.5	%	$	46,473	$	40,708	$	15,953	$	13,444	$	980	$	860	$	564	$	561

1	Based on operating cash flows as a percentage of average book value
2	Interest expense in the case of borrowings. Attributable operating cash flows in the case of minority and equity interests, including cash distributions. Current taxes and operating expenses in the case of accounts payable and other liabilities
3	Net amounts represent subsidiary obligations guaranteed by the Corporation or issued by corporate subsidiaries

Our consolidated capitalization, which includes liabilities and shareholders’ equity was relatively unchanged during the quarter. The book value of our common equity increased to $6.3 billion from $5.4 billion, due to the accumulation of unrealized gains on securities as well as undistributed net earnings. The market value of our common equity capitalization was $24 billion compared to $20 billion at year end.

Our overall weighted average cash cost of capital, using a 20% return objective for our common equity, is 9.5%, unchanged from 2006. This reflects the low cost of non-participating perpetual preferred equity issued over a number of years, as well as the low cost of term debt, capital securities and non-recourse investment grade financings, achievable due to the high quality of our core office properties and power generating plants.

Corporate Borrowings

											Operating Cash Flow 2
	Cost of Capital1						Book Value				(Three months ended)
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30			Dec. 31			Sept. 30		Dec. 31		Sept. 30		Sept. 30
(MILLIONS)	2007			2006			2007		2006		2007		2006
Commercial paper and bank borrowings		6	%		5	%	$	598	$	—	$	9	$	1
Publicly traded term debt		7	%		7	%		1,884		1,463		32		29
Privately held term debt 3		—			6	%		—		44		—		1
		7	%		7	%	$	2,482	$	1,507	$	41	$	31

1	As a percentage of average book value of debt
2	Interest expense
3	$46 million is secured by coal assets included in Investments

The average interest rate on our corporate borrowings was 7% at quarter end, similar to 2006, and the average term was 10 years (2006 – 11 years).

The Corporation has $1,020 million of committed corporate four-year revolving term credit facilities which are utilized principally as back-up credit lines to support commercial paper issuance. At September 30, 2007, $598 million of these facilities were drawn, and approximately $62 million (2006 – $43 million) of the facilities were utilized for letters of credit issued to support various business initiatives.

Brookfield Asset Management | Q3 /2007 Interim Report      31

Corporate borrowings mature as follows:

	Average		Balance of
(MILLIONS)	Term		2007		2008			2009		2010			2011			Beyond			Total
Commercial paper and bank borrowings 1		4	$	—	$	—		$	—	$	—		$	598		$	—		$	598
Publicly traded term debt		12		—		298			—		199			—			1,387			1,884
Total		10	$	—	$	298		$	—	$	199		$	598		$	1,387		$	2,482
Percentage of total				—		12	%		—		8	%		24	%		56	%		100	%

1 Maturity of commercial paper is determined as the term of the back-up credit lines

Non-Recourse Borrowings

As part of our financing strategy, we raise the majority of our debt capital in the form of asset specific mortgages or subsidiary obligations. With limited exceptions, these obligations have no recourse to the Corporation.

The nature of these borrowings and activity during the period is discussed within the Review of Operating Platforms as part of the relevant business unit reviews.

Property-Specific Borrowings

Where appropriate, we finance our operating assets with long-term non-recourse borrowings that have no recourse to the Corporation or our operating entities, such as property-specific mortgages and project financings.

										Operating Cash Flow 2
			Cost of Capital1			Book Value				(Three months ended)
AS AT AND FOR THE THREE MONTHS ENDED	Average		Sept. 30			Sept. 30		Dec. 31		Sept. 30		Sept. 30
(MILLIONS)	Term		2007			2007		2006		2007		2006
Commercial properties		7		7	%	$	13,258	$	12,470	$	222	$	91
Power generation		17		8	%		3,150		2,704		62		49
Infrastructure		5		6	%		1,880		1,974		28		38
		8		7	%	$	18,288	$	17,148	$	312	$	178

1	As a percentage of average book value
2	Interest expense

During the second quarter, we raised $1.3 billion of bridge financing to fund the acquisition of our Pacific Northwest timberland operations. The debt is secured by these operations and has no recourse to the Corporation. We intend to refinance this debt with long-term fixed rate financing. Debt within our transmission operations declined by a similar amount as we no longer consolidate our Chilean transmission operations beginning June 30, 2007. Commercial property debt increased by $788 million due to the impact of currency fluctuations on non-U.S. debt as well as financings for new and existing properties, including a new 10-year $850 million mortgage on One Liberty Plaza in downtown Manhattan that replaced an existing $400 million mortgage at lower rates. Operating cash flow includes $27 million of debt breakage costs associated with this refinancing.

32      Brookfield Asset Management | Q3 /2007 Interim Report

Other Debt of Subsidiaries

These borrowings are largely corporate debt, issued by way of corporate bonds, bank credit facilities, commercial paper and other types of financial obligations of subsidiaries.

										Operating Cash Flow2
			Cost of Capital1			Book Value				(Three months ended)
AS AT AND FOR THE THREE MONTHS ENDED	Average		Sept. 30			Sept. 30		Dec. 31		Sept. 30		Sept. 30
(MILLIONS)	Term		2007			2007		2006		2007		2006
Subsidiary borrowing
Properties		2		7	%	$	1,565	$	1,111	$	18	$	9
Power generation		9		5	%		802		684		10		9
Investments		1		5	%		731		298		22		9
Corporate subsidiaries		7		10	%		674		668		16		18
Co-investor capital
Properties		6		11	%		769		803		12		—
Infrastructure		—		—			—		589		2		13
		4		7	%	$	4,541	$	4,153	$	80	$	58

1	As a percentage of average book value
2	Interest expense

Infrastructure debt at December 31, 2006 related to our Chilean transmission operations, are no longer consolidated into our financial results.

Other debt of subsidiaries include C$127 million retractable preferred shares issued by corporate subsidiaries that are fully integrated into our ownership structure as well as financial obligations that are guaranteed by the Corporation. The company does not typically guarantee the debts of subsidiaries, with the principal exception being a guarantee of subsidiary debt due on 2015 which was originally issued in 1990, during a higher interest rate environment, that was assumed by the Corporation upon amalgamating with the original guarantor.

Capital Securities

										Operating Cash Flow2
			Cost of Capital1			Book Value				(Three months ended)
AS AT AND FOR THE THREE MONTHS ENDED	Average		Sept. 30			Sept. 30		Dec. 31		Sept. 30		Sept. 30
(MILLIONS)	Term		2007			2007		2006		2007		2006
Corporate preferred shares and preferred securities		7		6	%	$	519	$	663	$	7	$	11
Subsidiary preferred shares		7		6	%		1,058		922		14		13
		7		6	%	$	1,577	$	1,585	$	21	$	24

1	As a percentage of average book value
2	Interest expense

Distributions paid on these securities, which are largely denominated in Canadian dollars, are recorded as interest expense, even though all but one of the issues are preferred shares that are convertible into common equity at our option. The holders of the preferred shares also have the right, after a fixed date, to convert the shares into common equity based on the market price of our common shares at that time and, accordingly, these securities are classified as liabilities for Canadian GAAP purposes.

The average distribution yield on the capital securities at September 30, 2007 was 6% (2006 – 6%) and the average term was 7 years (2006 – 12 years). We have been issuing lower cost perpetual preferred shares with more favourable terms and using the proceeds to redeem certain capital securities. To that end, we redeemed C$125 million of 8.35% capital securities due 2050 in January 2007 and completed the redemption of a further C$125 million, 8.30% capital securities in July 2007.

Brookfield Asset Management | Q3 /2007 Interim Report      33

Non-Controlling Interests in Net Assets

Non-controlling interests in net assets are comprised of two components: participating interests of other shareholders in our operating assets and subsidiary companies, and non-participating preferred equity issued by subsidiaries.

	Number of Shares /			Invested Capital								Operating Cash Flow1(Three months ended)
	% Interest			Total				Net				Total					Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30			Sept. 30		Dec. 31		Sept. 30		Dec. 31		September 30					September 30
(MILLIONS)	2007			2007		2006		2007		2006		2007			2006		2007		2006
Participating interests
Property
Brookfield Properties Corporation		199.7 / 49	%	$	1,620	$	1,633	$	1,620	$	1,633	$	65		$	55	$	65	$	55
Brookfield Homes Corporation		11.7 / 44	%		284		174		—		—		(14	)		16		—		—
Property funds and other	various				778		601		—		—		21			10		—		—
Power generation	various				174		203		—		—		11			5		—		—
Infrastructure
Timberlands		50% / 55%			320		338		—		—		7			8		—		—
Transmission		—			—		242		—		—		—			2		—		—
Other	various				689		347		—		—		12			11		—		—
					3,865		3,538		1,620		1,633		102			107		65		55
Non-participating interests					181		196		181		196		1			1		—		—
				$	4,046	$	3,734	$	1,801	$	1,829	$	103		$	108	$	65	$	55

1 Represents share of operating cash flows attributable to the interests of the respective shareholders and includes cash distributions

We include Brookfield Properties on a fully consolidated basis in our segmented basis of presentation and accordingly the interests of others in these operations are reflected in both the total and net results. The other entities shown above are presented on a deconsolidated basis in our segmented analysis, and, as a result, the interests of other shareholders are presented in total invested capital and total operating cash flow only. These interests are discussed as appropriate within each of the operating segments. The total operating cash flow attributable to these interests is shown as a deduction in arriving at the net operating cash flow for each respective business unit.

Operating cash flow distributed to other non-controlling shareholders in the form of cash dividends totalled $42 million ($29 million on a net basis) in the third quarter of 2007 compared with $35 million ($22 million on a net basis) for the same period in 2006. The undistributed cash flows attributable to non-controlling shareholders are retained in the respective operating businesses and are available to expand their operations, reduce indebtedness or repurchase equity.

Preferred Equity

Preferred equity represents perpetual floating rate preferred shares that provide an attractive form of permanent equity leverage to our common shares.

											Operating Cash Flow 2
	Cost of Capital1						Book Value				(Three months ended)
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30			Dec. 31			Sept. 30		Dec. 31		September 30
(MILLIONS)	2007			2006			2007		2006		2007		2006
Preferred equity		5	%		6	%	$	870	$	689	$	13	$	7

1	As a percentage of average book value
2	Dividends

We issued C$200 million of 4.75% perpetual preferred shares during the second quarter, in addition to an issue of equivalent amount and terms in late 2006.

34       Brookfield Asset Management | Q3 /2007 Interim Report

Common Equity

On a diluted basis, Brookfield had 609.5 million common shares outstanding at quarter end with an aggregate book value of $6.3 billion or $11.17 per share. The market capitalization of our common shares on September 30, 2007 was $23.9 billion or $38.50 per share. The difference of $17.6 billion (2006 – $14.5 billion) reflects in part the appreciation in the value of our assets that is not reflected in our book values due to accounting depreciation and economic appreciation, and acquisitions that were completed at a discount to long-term value.

The number of shares outstanding decreased by 1.3 million shares on a diluted basis during the first nine months of 2007. We repurchased 4.5 million common shares under issuer bids at an average price of $33 per share and issued 3.6 million options in connection with annual compensation awards.

Brookfield has two classes of common shares outstanding: Class A and Class B. Each class of shares elects one-half of the Corporation’s Board of Directors. The Class B shares are held by Partners Ltd., a private company owned by 45 individuals, including a number of the senior executive officers of Brookfield, who collectively hold direct and indirect beneficial interests in approximately 103 million Class A shares representing an approximate 17% equity interest in the company. Further details on Partners Ltd. can be found in the company’s management information circular.

Deconsolidated Capitalization

The capitalization of the Corporation on a deconsolidated basis (i.e. excluding the capitalization of Brookfield Properties Corporation and other entities included in our consolidated financial statements), together with relevant credit statistics, is as follows:

													Operating Cash Flow (Three months ended)
	Market Value1						Book Value						Underlying				Remitted
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30			Dec. 31			Sept. 30			Dec. 31			Sept. 30		Sept. 30		Sept. 30		Sept. 30
(MILLIONS)	2007			2006			2007			2006			2007		2006		2007		2006
Corporate borrowings	$	2,482		$	1,507		$	2,482		$	1,507		$	41	$	31	$	41	$	31
Subsidiary borrowings 2		674			668			674			668			16		18		16		18
Other liabilities		1,454			983			1,454			983			69		49		69		49
Capital securities		519			663			519			663			7		11		7		11
Non-controlling interests		38			69			38			69			—		—		—		—
Shareholders’ equity
Preferred equity		870			689			870			689			13		7		13		7
Common equity		23,946			19,947			6,328			5,395			308		361		290		298
Total capitalization / cash flows	$	29,983		$	24,526		$	12,365		$	9,974		$	454	$	477	$	436	$	414
Debt to total capitalization 3		11	%		9	%		26	%		22	%
Interest coverage 4														8x		10x		8x		8x
Fixed charge coverage 5														6x		7x		6x		6x

1	Common equity values based on period end market prices
2	Guaranteed by the Corporation or issued by corporate subsidiaries
3	Corporate and subsidiary borrowings as a percentage of total capitalization
4	Total cash flows divided by interest on corporate and subsidiary borrowings
5	Total cash flows divided by interest on corporate and subsidiary borrowings and distributions on capital securities and preferred equity

We target a debt to capitalization level on a book value basis of between 20% and 30%.

Our financial assets, associated deposits and liabilities and committed bank facilities are described further on pages 30 and 31 of this report and represent liquidity of $2.8 billion as at September 30, 2007. We held $2.1 billion of similar liquidity at the end of 2006.

Brookfield Asset Management | Q3 /2007 Interim Report      35

Other Assets and Liabilities

Other Assets
The following is a summary of other assets:

	Invested Capital												Operating Cash Flow (Three months ended)
	Total						Net						Total				Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Jun. 30		Dec. 31		Sept. 30		Jun. 30		Dec. 31		September 30				September 30
(MILLIONS)	2007		2007		2006		2007		2007		2006		2007		2006		2007		2006
Accounts receivable	$	478	$	434	$	386	$	478	$	434	$	386
Restricted cash		505		538		517		505		538		517
Intangible assets		132		133		130		132		133		130
Prepaid and other assets		903		814		888		903		814		888
	$	2,018	$	1,919	$	1,921	$	2,018	$	1,919	$	1,921	$	—	$	—	$	—	$	—

Other assets include working capital balances employed in our business that are not directly attributable to specific operating units. The magnitude of these balances varies somewhat based on seasonal variances. The net balances include $932 million (2006 – $846 million) associated with Brookfield Properties Corporation and $1,086 million (2006 – $1,075 million) associated with the Corporation.

Other Liabilities and Operating Costs

	Invested Capital												Operating Cash Flow (Three months ended)
	Total						Net						Total					Net
AS AT AND FOR THE THREE MONTHS ENDED	Sept. 30		Jun. 30		Dec. 31		Sept. 30		Jun. 30		Dec. 31		September 30					September 30
(MILLIONS)	2007		2007		2006		2007		2007		2006		2007			2006		2007			2006
Accounts payable	$	1,857	$	1,656	$	1,778	$	1,325	$	1,002	$	952
Insurance liabilities		1,770		1,789		1,619		—		—		—
Deferred tax liability		1,077		1,227		436		402		402		349
Other liabilities		3,637		3,108		2,664		494		359		470
Other operating costs
Corporate and asset management													$	65		$	40	$	62		$	33
Property services expenses														43			30		43			30
Cash taxes														(6	)		23		(5	)		2
	$	8,341	$	7,780	$	6,497	$	2,221	$	1,763	$	1,771	$	102		$	93	$	100		$	65

Accounts payable and other liabilities, which on a net basis include $767 million associated with Brookfield Properties ($616 million at year end). Deferred taxes represent future tax obligations that arise largely due to holding assets whose book value exceeds their value for tax purposes. The increase in these balances on a total basis since year end relate primarily to the difference between our purchase cost of Longview Fibre and the underlying tax basis of the acquired assets. We expect to be able to restructure our ownership of this business so that the accounting liability will not give rise to any material cash outlay.

Operating costs include those of Brookfield Properties, and reflect the costs of our asset management activities as well as costs which are not directly attributable to specific business units. Corporate and asset management costs increased from $35 million in 2006 to $68 million in 2007 on a net basis, due to the continued expansion of our business and increased level of activity, in particular costs associated with the integration of a major property portfolio, a number of major corporate and asset management initiatives and the expanded resources requirements.

Cash taxes relate principally to the taxable income generated within our operations and in jurisdictions that cannot be fully offset by tax losses elsewhere in the business. The decline in cash taxes is due primarily to reduced taxable income within our U.S. residential business.

36      Brookfield Asset Management | Q3 /2007 Interim Report

SUPPLEMENTAL ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS

The information in this section enables the reader to reconcile this basis of presentation to that employed in our Review of Operating Platforms. We also provide additional information for items not covered within that section. The tables presented on pages 43 to 45 provide a detailed reconciliation between our consolidated financial statements and the basis of presentation throughout the balance of this report.

Consolidated Statements of Income

The following table summarizes our consolidated statements of net income:

	Three Months Ended						Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007			2006			2007			2006
Revenues	$	2,219		$	1,405		$	6,185		$	3,993
Net operating income		909			855			3,137			2,271
Expenses
Interest		(454	)		(291	)		(1,276	)		(765	)
Current income taxes		6			(23	)		(40	)		(74	)
Asset management and other operating costs		(108	)		(70	)		(323	)		(225	)
Non-controlling interests in the foregoing		(103	)		(108	)		(512	)		(326	)
		250			363			986			881
Other items, net of non-controlling interests		(157	)		(118	)		(545	)		(322	)
Net income	$	93		$	245		$	441		$	559

Revenues

	Three Months Ended				Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007		2006		2007		2006
Property	$	958	$	694	$	2,741	$	2,048
Power generation		196		182		716		675
Infrastructure		187		134		495		263
Specialty funds		264		78		920		215
Investment income and other		614		317		1,313		792
	$	2,219	$	1,405	$	6,185	$	3,993

Property revenues increased due to the expansion of our operations including the acquisition of the U.S. portfolio in late 2006, which contributed revenues of $228 million and $667 million respectively, during the three months and nine months ended September 30, 2007. Within our infrastructure operations, revenues increased with the acquisition of the Pacific Northwest operations during the second quarter of 2007; and for the first six months of 2007, we consolidated the results of the electricity transmission system in Chile that we acquired in June 2006. Our specialty funds’ revenues increased due to the consolidation of revenues from Western Forest Products and Concert Industries and increased yields from loans issued during the year.

Net Operating Income

Net operating income includes the following items from our consolidated statement of income: fees earned; other operating revenues less direct operating expenses; investment and other income; and realization gains. These items are described for each business unit in the Review of Operating Platforms beginning on page 16.

The following table reconciles total operating cash flow in the segmented basis of presentation presented on page 9 and net operating income:

	Three Months Ended						Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007			2006			2007			2006
Total operating cash flow	$	980		$	860		$	3,483		$	2,332
Less: dividends from equity accounted investments		(5	)		(5	)		(15	)		(61	)
exchangeable debenture gains		(66	)		—			(331	)		—
Net operating income	$	909		$	855		$	3,137		$	2,271

Brookfield Asset Management | Q3 /2007 Interim Report      37

Expenses

The following table reconciles total interest expense to the categories discussed in the Review of Operating Platforms and Capital Resources and Liquidity sections.

	Three Months Ended				Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007		2006		2007		2006
Corporate borrowings	$	41	$	31	$	102	$	93
Property-specific mortgages		312		178		894		464
Subsidiary borrowings		80		58		214		136
Capital securities		21		24		66		72
	$	454	$	291	$	1,276	$	765

Corporate interest expense for the quarter increased due to higher rates as well as increased borrowing levels established to provide for the Multiplex acquisition. Property-specific and subsidiary borrowing expenses aggregated $392 million during the quarter, compared with $236 million in the comparable quarter last year. The increase is due to secured debt on properties acquired in late 2006 and thus far in 2007, the up-financing of our One Liberty Plaza property from $400 million to $850 million as well as associated breakage costs. Interest costs also reflect debt associated with the acquisition of the Pacific Northwest timberland operations in April 2007.

The interests of non-controlling parties in net operating income less expenses aggregated $103 million on a consolidated basis during the quarter, compared with $108 million on a similar basis during 2006. The decrease was due to a lower level of operating cash flows within existing partially owned operations, including our U.S. homebuilding operations. The composition of non-controlling interests is detailed in the table on page 34.

Other Items

Other items are summarized in the following table, and include items that are non-cash in nature and not considered by us to form part of our operating cash flow. Accordingly, they are included in the reconciliation between net income and operating cash flow presented on page 10.

	Three Months Ended						Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007			2006			2007			2006
Depreciation and amortization	$	(250	)	$	(136	)	$	(740	)	$	(367	)
Equity accounted losses from investments		—			(7	)		(68	)		(26	)
Provisions and other		(33	)		4			(17	)		94
Future income taxes		11			(49	)		(123	)		(206	)
Non-controlling interests in the foregoing items		115			70			403			183
	$	(157	)	$	(118	)	$	(545	)	$	(322	)

Depreciation and amortization prior to non-controlling interests increased due to the acquisition of additional assets in a number of segments during 2006. Depreciation and amortization for each principal operating segment is summarized in the following table:

	Three Months Ended				Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007		2006		2007		2006
Property	$	152	$	62	$	448	$	178
Power generation		39		30		116		92
Infrastructure		34		22		112		42
Specialty funds and private equity investments		24		20		60		50
Other		1		2		4		5
	$	250	$	136	$	740	$	367

The increase in depreciation charges during the quarter includes $86 million relating to core office properties acquired since late 2006. The infrastructure category includes depreciation and amortization of timberlands and industrial assets acquired upon our purchase of Longview Fibre in the second quarter of 2007, offset by the exclusion of similar charges relating to our Chilean transmission operations as we no longer consolidate these results.

38       Brookfield Asset Management | Q3 /2007 Interim Report

The following table summarizes earnings from our equity accounted investments for the third quarter of 2007 and 2006:

	Three Months Ended				Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007	2006			2007			2006
Norbord	$—	$	3		$	(12	)	$	37
Fraser Papers	—		(3	)		(24	)		(56	)
Stelco	—		(7	)		(32	)		(7	)
	$—	$	(7	)	$	(68	)	$	(26	)

Norbord and Fraser Papers were impacted by low product prices in North America. Fraser Papers also faced higher input costs and incurred additional restructuring charges. We record our share of Stelco’s results one quarter in arrears, however because the carrying value to our investment is nominal, we did not record any amount in respect of their second quarter results.

Provisions and other, which largely represent revaluation items, contributed a loss of $33 million in the third quarter compared with an income of $4 million in 2006 and are summarized in the following table:

	Three Months Ended						Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007			2006			2007			2006
Norbord exchangeable debentures	$	(2	)	$	24		$	(10	)	$	74
Interest rate contracts		(54	)		(20	)		2			20
Power contracts		(5	)		—			(25	)		—
Other		28			—			16			—
	$	(33	)	$	4		$	(17	)	$	94

Revaluation items are non-cash accounting adjustments that we are required to record under GAAP to reflect changes in value of contractual arrangements that we do not believe are appropriately included in operating cash flow. Items being revalued include debentures issued by us that are exchangeable into 20 million Norbord common shares, which are revalued based on changes in the Norbord share price during the period. We hold the 20 million shares into which the debentures are exchangeable, but are not permitted to mark the investment to market.

Revaluation items also include the impact of revaluing fixed rate financial contracts that we maintain in order to provide an economic hedge against the impact of possible higher interest rates on the value of our long duration interest sensitive assets. The U.S. 10-year treasury rate moved from 5.03% to 4.59% between June 30th and September 30th of this year, which led to a $54 million decline in the value of these contracts ($2 million gain on a year-to-date basis), however we believe that this is offset by a corresponding impact on the value of the assets being hedged. Accounting rules require that we revalue these contracts each period even if the corresponding assets are not revalued.

Within our power operations, we enter into long-term contracts to provide generation capacity, and are required to record changes in the value of these contracts through net income whereas we are not permitted to record the corresponding increase in the value of the capacity that we have pre-sold.

Our future income tax provision was lower than in 2006 on a year-to-date basis, due principally to the inclusion in that year of charges related to a reduction in income tax rates that lowered the value of our tax pools. Future income taxes in the first and third quarters of 2007 included a reversal of an income tax liability associated with our U.S. homebuilding operations following the receipt of a final assessment from income tax authorities in respect of a prior tax year.

Brookfield Asset Management | Q3 /2007 Interim Report      39

Consolidated Balance Sheets

Total assets at book value increased to $46.5 billion as at September 30, 2007 from $44.0 billion at June 30, 2007 and $40.7 billion at the end of 2006.

	Book Value
	Sept. 30		Jun. 30		Dec. 31
(MILLIONS)	2007		2007		2006
Assets
Cash and cash equivalents and financial assets	$	4,003	$	3,532	$	2,869
Investments		967		1,018		775
Accounts receivable and other		7,082		6,518		5,951
Goodwill		777		668		669
Operating assets
Property, plant and equipment		30,727		29,297		28,082
Securities		2,254		2,245		1,711
Loans and notes receivable		663		751		651
	$	46,473	$	44,029	$	40,708

Investments

Investments represent equity accounted interests in partially owned companies including Norbord, Fraser Papers and Stelco, as set forth in the following table, which are discussed further within the relevant business segments in the Review of Operating Platforms.

		% of Investment									Book Value
	Business	Sept. 30			Jun. 30			Dec. 31			Sept. 30		Jun. 30		Dec. 31
(MILLIONS)	Segment	2007			2007			2006			2007		2007		2006
Norbord Inc.	Investments		41	%		38	%		38	%	$	187	$	163	$	178
Fraser Papers Inc.	Investments		56	%		49	%		49	%		—		120		141
Stelco Inc.	Specialty Funds		23	%		23	%		23	%		—		—		44
Real Estate Finance Fund	Specialty Funds		27	%		27	%		33	%		178		141		139
Chile transmission	Transmission		28	%		28	%		28	%		332		327		—
Brazil transmission	Transmission		7.5-25	%		7.5-25	%		7.5-25	%		174		171		157
Other	Various											96		96		116
Total											$	967	$	1,018	$	775

We increased our investment in Norbord to 59.5 million shares through the purchase of 5.1 million shares at a cost of $36 million. We began accounting for our investment in Fraser Papers on a consolidated basis following the increase in our ownership to 56%. Our investment in Stelco had nominal book value at the end of the third quarter. The purchase of Stelco by U.S. Steel was approved on October 31, 2007. We expect to receive $262 million in proceeds for our investment and to record an estimated $250 million pre-tax gain. We syndicated a portion of our interest in the Real Estate Finance Fund to an institutional investor during the third quarter. We commenced accounting for our 28% interest in the Chilean transmission operations on an equity accounted basis on June 30, 2007 following a change in the ownership structure and consolidated the operations at that time. The Brazil transmission investments consist of interests in transmission concessions ranging from 7.5% to 25% that we account for using the equity method as a result of the significant influence that we exercise.

Accounts Receivable and Other

	Book Value
	Sept. 30		Jun. 30		Dec. 31
(MILLIONS)	2007		2007		2006
Accounts receivable	$	1,968	$	1,754	$	1,593
Prepaid expenses and other assets		3,559		3,213		3,053
Restricted cash		841		957		960
Inventory		714		594		345
	$	7,082	$	6,518	$	5,951

40       Brookfield Asset Management | Q3 /2007 Interim Report

These balances include amounts receivable by the company in respect of contracted revenues owing but not yet collected, and dividends, interest and fees owing to the company. Prepaid expenses and other assets include amounts accrued to reflect the straight-lining of long-term contracted revenues and capitalized lease values in accordance with accounting guidelines. Prepaid and other include lease values and other tenant relationships on the purchase of the U.S. core office portfolio in late 2006. Restricted cash represents cash balances placed on deposit in connection with financing arrangements and insurance contracts, including the defeasement of long-term property-specific mortgages. The distribution of these assets among our business units is presented in the tables on page 43.

Goodwill

Goodwill represents purchase consideration that is not specifically allocated to the tangible and intangible assets being acquired. The balance as at September 30, 2007 includes $591 million of goodwill incurred on the acquisition of Longview Fibre Company during the third quarter of 2007 as discussed within the Infrastructure segment. Goodwill as at December 31, 2006 included an amount of $483 million that arose from the purchase of a transmission system in Chile during 2006. We commenced equity accounting this investment in June 2007 and accordingly no longer present this amount as goodwill as it is imbedded within the carrying value of the investment.

Property, Plant and Equipment

	Book Value
	Sept. 30		Jun. 30		Dec. 31
(MILLIONS)	2007		2007		2006
Property
Commercial properties	$	17,401	$	17,069	$	17,091
Residential properties		1,731		1,533		1,444
Development properties		2,417		2,062		1,679
		21,549		20,664		20,214
Power generation		5,057		4,713		4,309
Infrastructure		3,067		3,232		2,940
Other plant and equipment		1,054		688		619
	$	30,727	$	29,297	$	28,082

The changes in these balances are discussed within each of the relevant business units within our Review of Operating Platforms. Commercial properties includes core office, opportunity and retail property assets.

Securities

Securities include $1.7 billion (2006 – $1.4 billion) of largely fixed income securities held through our insurance operations, as well as our $182 million (2006 – $182 million) common share investment in Canary Wharf Group, which is included in our core office property operations and continues to be carried at historic cost.

Loans and Notes Receivable

Loans and notes receivable consist largely of loans advanced by our bridge lending operations, included in specialty funds.

Brookfield Asset Management | Q3 /2007 Interim Report      41

Consolidated Statements of Cash Flows

The following table summarizes the company’s cash flows on a consolidated basis:

	Three Months Ended						Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007			2006			2007			2006
Operating activities	$	816		$	26		$	1,534		$	669
Financing activities		969			959			2,558			2,329
Investing activities		(782	)		(934	)		(2,958	)		(3,222	)
Increase (decrease) in cash and cash equivalents	$	1,003		$	51		$	1,134		$	(224	)

Operating Activities

Cash flow from operating activities is reconciled to the operating cash flow measure utilized elsewhere in this report as follows:

	Three Months Ended						Nine Months Ended
FOR THE PERIODS ENDED SEPTEMBER 30 (MILLIONS)	2007			2006			2007			2006
Operating cash flow	$	321		$	368		$	1,332		$	942
Adjust for:
Net change in working capital balances and other		500			(415	)		183			(479	)
Gain on sale of exchangeable debenture		(66	)		—			(331	)		—
Undistributed non-controlling interests in cash flow		61			73			350			206
Cash flow from operating activities	$	816		$	26		$	1,534		$	669

Operating cash flow is discussed in detail elsewhere in this report. Changes in working capital balances due include proceeds from the sale of financed assets during the quarter.

We retained $61 million (2006 – $73 million) of operating cash flow within our consolidated subsidiaries in excess of that distributed by way of dividends.

Financing Activities

Financing activities generated $969 million of cash during the third quarter of 2007, compared with $959 million in 2006. During the quarter, we completed a number of refinancings within our property, power and infrastructure operations, including a major core office property refinancing, lengthening our maturity profile, although the net debt levels were relatively unchanged.

During the third quarter of 2007, we increased corporate borrowings by $552 million to establish funding for our acquisition of Multiplex. We also redeemed higher cost securities during the first and third quarters of the year and repurchased 4.5 million common shares under issuer bids.

We paid shareholder distributions to holders of our common and preferred shares totalling $86 million (2006 – $68 million), and repurchased our core office and residential property subsidiaries.

Investing Activities

We invested net capital of $782 million on a consolidated basis during the third quarter of 2007, compared with a net investment of $934 million during the same period in 2006. We increased our investment in office properties within our core office and opportunity property groups, and invested additional capital through the acquisition and development of power facilities.

42       Brookfield Asset Management | Q3 /2007 Interim Report

Reconciliation of Segmented Disclosure to Consolidated Financial Statements

Balance Sheet	AS AT SEPTEMBER 30, 2007
												Cash and
								Specialty		Invest-		Financial		Other
(MILLIONS)	Property			Power		Infrastructure		Funds		ments		Assets		Assets		Corporate			Consolidated
Assets
Operating assets
Property, plant and equipment
Property	$	21,338		$	—	$	105	$	—	$	106	$	—	$	—	$	—		$	21,549
Power generation		—			5,057		—		—		—		—		—		—			5,057
Infrastructure		—			—		3,067		—		—		—		—		—			3,067
Other plant and equipment		—			—		—		646		408		—		—		—			1,054
Securities		182			—		—		2		2,070		—		—		—			2,254
Loans and notes receivable		—			—		—		560		103		—		—		—			663
Cash and cash equivalents		291			52		44		39		280		1,632		—		—			2,338
Financial assets		(46	)		554		—		129		—		1,028		—		—			1,665
Investments		15			—		506		199		222		25		—		—			967
Accounts receivable and other		2,138			591		104		420		1,623		305		1,901		—			7,082
Goodwill		—			33		591		—		36		—		117		—			777
Total assets	$	23,918		$	6,287	$	4,417	$	1,995	$	4,848	$	2,990	$	2,018	$	—		$	46,473
Liabilities and shareholders’ equity
Corporate borrowings	$	—		$	—	$	—	$	—	$	—	$	—	$	—	$	2,482		$	2,482
Property-specific financing		13,257			3,150		1,881		—		—		—		—		—			18,288
Other debt of subsidiaries		2,308			802		8		202		397		150		—		674			4,541
Accounts payable and other liabilities		1,579			655		660		223		2,576		427		—		2,221			8,341
Capital securities		—			—		—		—		—		—		—		1,577			1,577
Non-controlling interests in net assets		1,022			217		322		356		313		15		—		1,801			4,046
Preferred equity		—			—		—		—		—		—		—		870			870
Common equity / net invested capital		5,752			1,463		1,546		1,214		1,562		2,398		2,018		(9,625	)		6,328
Total liabilities and shareholders’ equity	$	23,918		$	6,287	$	4,417	$	1,995	$	4,848	$	2,990	$	2,018	$	—		$	46,473

	AS AT DECEMBER 31, 2006
													Cash and
								Specialty		Invest-			Financial		Other
(MILLIONS)	Property			Power		Infrastructure		Funds		ments			Assets		Assets		Corporate			Consolidated
Assets
Operating assets
Property, plant and equipment
Property	$	20,105		$	—	$	111	$	—	$	(2	)	$	—	$	—	$	—		$	20,214
Power generation		—			4,309		—		—		—			—		—		—			4,309
Infrastructure		—			—		2,940		—		—			—		—		—			2,940
Other plant and equipment		—			—		—		453		166			—		—		—			619
Securities		182			—		—		29		1,500			—		—		—			1,711
Loans and notes receivable		—			—		—		645		6			—		—		—			651
Cash and cash equivalents		418			86		35		42		318			305		—		—			1,204
Financial assets		(15	)		532		81		23		—			1,044		—		—			1,665
Investments		—			—		157		160		439			19		—		—			775
Accounts receivable and other		1,454			436		526		445		990			305		1,795		—			5,951
Goodwill		—			27		483		—		33			—		126		—			669
Total assets	$	22,144		$	5,390	$	4,333	$	1,797	$	3,450		$	1,673	$	1,921	$	—		$	40,708
Liabilities and shareholders’ equity
Corporate borrowings	$	—		$	—	$	—	$	—	$	—		$	—	$	—	$	1,507		$	1,507
Property-specific financing		12,470			2,704		1,974		—		—			—		—		—			17,148
Other debt of subsidiaries		1,889			684		596		175		67			74		—		668			4,153
Accounts payable and other liabilities		1,380			419		317		250		1,914			446		—		1,771			6,497
Capital securities		—			—		—		—		—			—		—		1,585			1,585
Non-controlling interests in net assets		849			215		582		190		65			4		—		1,829			3,734
Preferred equity		—			—		—		—		—			—		—		689			689
Common equity / net invested capital		5,556			1,368		864		1,182		1,404			1,149		1,921		(8,049	)		5,395
Total liabilities and shareholders’ equity	$	22,144		$	5,390	$	4,333	$	1,797	$	3,450		$	1,673	$	1,921	$	—		$	40,708

Brookfield Asset Management | Q3 /2007 Interim Report     43

Results from Operations	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007
														Investment
	Asset								Specialty					Income /
(MILLIONS)	Management		Property		Power		Infrastructure		Funds		Investments			Gains		Corporate			Consolidated
Fees earned	$	323	$	—	$	—	$	—	$	—	$	—		$	—	$	—		$	323
Revenues Less Direct Operating Costs
Property		—		1,435		—		7		—		(5	)		—		—			1,437
Power generation		—		—		463		—		—		—			—		—			463
Infrastructure		—		—		—		257		—		—			—		—			257
Specialty funds		—		—		—		—		137		—			—		—			137
Investment and other income		—		1		—		14		9		190			306		—			520
		323		1,436		463		278		146		185			306		—			3,137
Expenses
Interest		—		662		205		145		16		25			8		215			1,276
Asset management and other operating costs		—		—		—		—		—		16			—		307			323
Current income taxes		—		3		6		5		2		19			—		5			40
Non-controlling interests		—		118		44		38		21		25			—		266			512
Net income before the following		323		653		208		90		107		100			298		(793	)		986
Dividends from equity accounted investments		—		—		—		—		—		15			—		—			15
Exchangeable debenture gain		—		—		—		—		—		—			331		—			331
Cash flow from operations		323		653		208		90		107		115			629		(793	)		1,332
Preferred share dividends		—		—		—		—		—		—			—		32			32
Cash flow to common shareholders	$	323	$	653	$	208	$	90	$	107	$	115		$	629	$	(825	)	$	1,300

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
														Investment
	Asset								Specialty					Income /
(MILLIONS)	Management		Property		Power		Infrastructure		Funds		Investments			Gains		Corporate			Consolidated
Fees earned	$	187	$	—	$	—	$	—	$	—	$	—		$	—	$	—		$	187
Revenues Less Direct Operating Costs
Property		—		999		—		—		—		—			—		—			999
Power generation		—		—		478		—		—		—			—		—			478
Infrastructure		—		—		—		156		—		—			—		—			156
Specialty funds		—		—		—		—		97		—			—		—			97
Investment and other income		—		—		—		—		—		26			328		—			354
		187		999		478		156		97		26			328		—			2,271
Expenses
Interest		—		281		171		69		5		25			—		214			765
Asset management and other operating costs		—		—		—		—		—		13			—		212			225
Current income taxes		—		56		—		—		1		15			—		2			74
Non-controlling interests		—		55		36		22		4		8			16		185			326
Net income before the following		187		607		271		65		87		(35	)		312		(613	)		881
Dividends from equity accounted investments		—		—		—		—		—		61			—		—			61
Cash flow from operations		187		607		271		65		87		26			312		(613	)		942
Preferred share dividends		—		—		—		—		—		—			—		27			27
Cash flow to common shareholders	$	187	$	607	$	271	$	65	$	87	$	26		$	312	$	(640	)	$	915

44     Brookfield Asset Management | Q3 /2007 Interim Report

Results from Operations	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007
																Investment
	Asset									Specialty						Income /
(MILLIONS)	Management		Property			Power		Infrastructure		Funds			Investments			Gains		Corporate			Consolidated
Fees earned	$	96	$	—		$	—	$	—	$	—		$	—		$	—	$	—		$	96
Revenues Less Direct Operating Costs Property		—		388			—		3		—			(1	)		—		—			390
Power generation		—		—			105		—		—			—			—		—			105
Infrastructure		—		—			—		54		—			—			—		—			54
Specialty funds		—		—			—		—		16			—			—		—			16
Investment and other income		—		1			—		8		7			83			149		—			248
		96		389			105		65		23			82			149		—			909
Expenses
Interest		—		244			72		30		7			19			4		78			454
Asset management and other operating costs		—		—			—		—		—			3			—		105			108
Current income taxes		—		(8	)		1		1		1			4			—		(5	)		(6	)
Non-controlling interests		—		4			12		7		(4	)		19			—		65			103
Net income before the following		96		149			20		27		19			37			145		(243	)		250
Dividends from equity accounted investments		—		—			—		—		—			5			—		—			5
Exchangeable debenture gain		—		—			—		—		—			—			66		—			66
Cash flow from operations		96		149			20		27		19			42			211		(243	)		321
Preferred share dividends		—		—			—		—		—			—			—		13			13
Cash flow to common shareholders	$	96	$	149		$	20	$	27	$	19		$	42		$	211	$	(256	)	$	308

	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006
													Investment
	Asset								Specialty				Income /
(MILLIONS)	Management		Property		Power		Infrastructure		Funds		Investments		Gains		Corporate			Consolidated
Fees earned	$	64	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	64
Revenues Less Direct Operating Costs
Property		—		380		—		—		—		—		—		—			380
Power generation		—		—		122		—		—		—		—		—			122
Infrastructure		—		—		—		80		—		—		—		—			80
Specialty funds		—		—		—		—		29		—		—		—			29
Investment and other income		—		—		—		—		—		36		144		—			180
		64		380		122		80		29		36		144		—			855
Expenses
Interest		—		103		58		54		3		—		—		73			291
Asset management and other operating costs		—		—		—		—		—		6		—		64			70
Current income taxes		—		14		—		—		1		7		—		1			23
Non-controlling interests		—		18		5		9		1		9		11		55			108
Net income before the following		64		245		59		17		24		14		133		(193	)		363
Dividends from equity accounted investments		—		—		—		—		—		5		—		—			5
Cash flow from operations		64		245		59		17		24		19		133		(193	)		368
Preferred share dividends		—		—		—		—		—		—		—		7			7
Cash flow to common shareholders	$	64	$	245	$	59	$	17	$	24	$	19	$	133	$	(200	)	$	361

Brookfield Asset Management | Q3 /2007 Interim Report     45

SUPPLEMENTAL INFORMATION

This section contains information required by applicable continuous disclosure guidelines and to facilitate additional analysis.

Quarterly Results

Net income for the eight recently completed quarters are as follows:

	2007									2006												2005
(MILLIONS)	Q3			Q2			Q1			Q4			Q3			Q2			Q1			Q4
Total revenues	$	2,219		$	2,125		$	1,841		$	2,904		$	1,405		$	1,405		$	1,183		$	1,740
Fees earned		96			95			132			70			64			69			54			106
Revenues less direct operating costs
Property		390			513			534			865			380			337			282			461
Power generation		105			170			188			142			122			156			200			128
Infrastructure		54			114			89			70			80			30			46			15
Specialty funds		16			59			62			131			29			29			39			11
Investment and other income		248			143			129			227			180			84			90			8
		909			1,094			1,134			1,505			855			705			711			729
Expenses
Interest		454			424			398			420			291			250			224			229
Asset management and other operating costs		108			105			110			108			70			84			71			87
Current income taxes		(6	)		26			20			68			23			37			14			88
Non-controlling interest in net income before the following		103			204			205			142			108			118			100			151
Net income before the following		250			335			401			767			363			216			302			174
Equity accounted income (loss) from investments		—			(29	)		(39	)		(10	)		(7	)		3			(22	)		9
Depreciation and amortization		(250	)		(267	)		(223	)		(233	)		(136	)		(127	)		(104	)		(103	)
Provisions and other		(33	)		11			5			(37	)		4			70			20			10
Future income taxes		11			(69	)		(65	)		3			(49	)		(86	)		(71	)		(5	)
Non-controlling interests in the foregoing items		115			172			116			121			70			59			54			66
Net income	$	93		$	153		$	195		$	611		$	245		$	135		$	179		$	151
Cash flow from operations for the last eight quarters are as follows:
	2007									2006												2005
(MILLIONS, EXCEPT PER SHARE AMOUNTS)	Q3			Q2			Q1			Q4			Q3			Q2			Q1			Q4
Net income before the following	$	250		$	335		$	401		$	767		$	363		$	216		$	302		$	174
Dividends from equity accounted investments		5			5			5			5			5			51			5			5
Dividends from Canary Wharf		—			—			—			87			—			—			—			73
Exchangeable debenture gain		66			100			165			—			—			—			—			—
Cash flow from operations and gains		321			440			571			859			368			267			307			252
Preferred share dividends		13			10			9			8			7			10			10			10
Cash flow to common shareholders	$	308		$	430		$	562		$	851		$	361		$	257		$	297		$	242
Common equity – book value	$	6,328		$	6,337		$	6,061		$	5,395		$	4,905		$	4,721		$	4,663		$	4,514
Common shares outstanding 1		581.0			583.6			582.2			581.8			581.0			580.2			579.8			579.6
Per common share 1
Cash flow from operations	$	0.52		$	0.72		$	0.93		$	1.42		$	0.60		$	0.43		$	0.50		$	0.41
Net income		0.13			0.24			0.31			1.01			0.40			0.20			0.29			0.24
Dividends		0.12			0.12			0.11			0.11			0.11			0.11			0.07			0.07
Book value		11.17			11.07			10.59			9.37			8.60			8.31			8.19			7.87
Market trading price (NYSE)		38.50			39.90			34.84			32.12			29.56			27.08			24.47			22.37
Market trading price (TSX) – C$		38.15			42.61			40.23			37.57			32.95			29.91			28.57			26.05

1 Adjusted to reflect three-for-two stock split

46     Brookfield Asset Management | Q3 /2007 Interim Report

Contractual Obligations AND Guarantees

Our annual report contains a table and description of our contractual obligations, which consist largely of long-term financial obligations, as well as commitments to provide bridge financing, and letters of credit and guarantees provided in respect of power sales contracts and reinsurance obligations in the normal course of business.

Corporate Dividends

The distributions paid by Brookfield on outstanding securities during the first nine months of 2007 and the same period in 2006 and 2005 are as follows:

	Distribution per Security
	2007		2006		2005
Class A Common Shares 1	$	0.35	$	0.29	$	0.20
Class A Preferred Shares
Series 2		0.72		0.65		0.46
Series 3 2		—		—		1,678.73
Series 4 + Series 7		0.72		0.65		0.46
Series 8		0.76		0.78		0.54
Series 9		0.74		0.93		0.87
Series 10		0.97		0.95		0.88
Series 11		0.93		0.91		0.85
Series 12		0.92		0.90		0.83
Series 13		0.72		0.65		0.46
Series 14		2.58		2.27		1.65
Series 15		0.82		0.73		0.46
Series 17 3		0.81		—		—
Series 18 4		0.58		—		—
Preferred Securities
Due 2050 5		0.01		1.39		1.28
Due 2051 6		0.95		1.38		1.28

1	Adjusted to reflect three-for-two stock split
2	Redeemed November 8, 2005
3	Issued November 20, 2006
4	Issued May 9, 2007
5	Redeemed January 2, 2007
6	Redeemed July 3, 2007

Additional Share Data

Basic and Diluted Earnings Per Share

The components of basic and diluted earnings per share for the third quarter of 2007 and 2006 are summarized in the following table:

	Three Months Ended September 30						Nine Months Ended September 30
(MILLIONS)	2007			20061			2007			20061
Net income	$	93		$	245		$	441		$	559
Preferred share dividends		(13	)		(7	)		(32	)		(27	)
Net income available for common shareholders	$	80		$	238		$	409		$	532
Weighted average – common shares		582			580			582			580
Dilutive effect of the conversion of notes and options using treasury stock method		19			17			18			17
Common shares and common share equivalents		601			597			600			597

1 Share numbers are adjusted to reflect three-for-two stock split

Brookfield Asset Management | Q3 /2007 Interim Report     47

Issued and Outstanding Common Shares

During the nine months ended September 30, 2007 and the year ended December 31, 2006, the number of issued and outstanding common shares changed as follows:

	Nine months ended			Six months ended			Year ended
(MILLIONS)	September 30, 2007			June 30, 2007 1			December 31, 2006 1
Outstanding at beginning of period		581.8			581.8			579.6
Issued (repurchased)
Dividend reinvestment plan		0.1			—			0.1
Management share option plan		3.6			2.2			2.4
Issuer bid purchases		(4.5	)		(0.4	)		(0.3	)
Outstanding at end of period		581.0			583.6			581.8
Unexercised options		28.5			29.8			29.0
Total diluted common shares at end of period		609.5			613.4			610.8

1 Adjusted to reflect three-for-two stock split

In calculating our book value per common share, the cash value of our unexercised options of $480 million (2006 – $328 million) is added to the book value of our common share equity of $6,328 million (2006 – $5,395 million) prior to dividing by the total diluted common shares presented above.

Related-Party Transactions

In the normal course of operations, the company enters into various transactions on market terms with related parties which have been measured at exchange value and are recognized in the consolidated financial statements. There were no such transactions, individually or in aggregate, that were material to our overall operations.

Changes in Accounting Policies

In 2005, the CICA issued four new accounting standards: Handbook Section 1530, Comprehensive Income (Section 1530), Handbook Section 3855, Financial Instruments – Recognition and Measurement (Section 3855), Handbook Section 3865, Hedges (Section 3865) and Handbook Section 3861, Financial Instruments – Disclosure and Presentation (Section 3861), which provides disclosure and presentation requirements related to the aforementioned standards. These new standards became effective for the company on January 1, 2007.

Comprehensive Income

Section 1530 introduces Comprehensive Income and represents changes in Shareholders’ Equity during a period arising from transactions and other events with non-owner sources. Other Comprehensive Income (OCI) includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts, unrealized gains and losses on derivatives designated to hedge self-sustaining foreign operations, and changes in the fair value of the effective portion of cash flow hedging instruments. The Interim Consolidated Financial Statements include a Statement of Comprehensive Income. Accumulated Other Comprehensive Income (AOCI), is presented as a new category of Shareholders’ Equity in the Consolidated Balance Sheet.

Financial Instruments – Recognition and Measurement

Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. It requires that financial assets and financial liabilities including derivatives be recognized on the balance sheet when we become a party to the contractual provisions of the financial instrument or a non-financial derivative contract. All financial instruments should be measured at fair value on initial recognition except for certain related-party transactions. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other liabilities. Transaction costs related to trading financial assets or liabilities are expensed as incurred. For other financial instruments, transaction costs are capitalized on initial recognition and amortized using the effective interest method of amortization.

Financial assets and financial liabilities held-for-trading will be measured at fair value with gains and losses recognized in Net Income. Available-for-sale financial assets will be measured at fair value with unrealized gains and losses including changes in foreign exchange rates being recognized in OCI. Financial assets held-to-maturity, loans and receivables and financial liabilities other than

48     Brookfield Asset Management | Q3 /2007 Interim Report

those held-for-trading will be measured at amortized cost using the effective interest method of amortization. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market will be measured at cost.

Derivative instruments must be recorded on the balance sheet at fair value including those derivatives that are embedded in financial instruments or other contracts that are not closely related to the host financial instrument or contract. Changes in the fair values of derivative instruments will be recognized in Net Income, except for effective derivatives that are designated as cash flow hedges and hedges of foreign currency exposure of a net investment in a self-sustaining foreign operation not classified as held-for-trading, the fair value change for which will be recognized in OCI.

Section 3855 permits an entity to designate any financial instrument as held-for-trading on initial recognition or adoption of the standard, even if that instrument would not otherwise satisfy the definition of held-for-trading set out in Section 3855. Instruments that are classified as held-for-trading by way of this “fair value option” must have reliably measurable fair values.

Other significant accounting implications arising on adoption of Section 3855 include the initial recognition of certain financial guarantees at fair value on the balance sheet and the use of the effective interest method of amortization for any transaction costs or fees, premiums or discounts earned or incurred for financial instruments measured at amortized cost.

Hedges

Section 3865 specifies the criteria under which hedge accounting can be applied and how hedge accounting should be executed for each of the permitted hedging strategies: fair value hedges, cash flow hedges and hedges of a foreign currency exposure of a net investment in a self-sustaining foreign operation. In a fair value hedging relationship, the carrying value of the hedged item will be adjusted by gains or losses attributable to the hedged risk and recognized in Net Income. The changes in the fair value of the hedged item, to the extent that the hedging relationship is effective, will be offset by changes in the fair value of the hedging derivative. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative will be recognized in OCI. The ineffective portion will be recognized in Net Income. The amounts recognized in AOCl will be reclassified to Net Income in the periods in which Net Income is affected by the variability in the cash flows of the hedged item. In hedging a foreign currency exposure of a net investment in a self-sustaining foreign operation, the effective portion of foreign exchange gains and losses on the hedging instruments will be recognized in OCI and the ineffective portion is recognized in Net Income.

For hedging relationships existing prior to adopting Section 3865 that are continued and qualify for hedge accounting under the new standard, the transition accounting is as follows: (1) Fair value hedges – any gain or loss on the hedging instrument is recognized in the opening balance of retained earnings on transition and the carrying amount of the hedged item is adjusted by the cumulative change in fair value that reflects the designated hedged risk and the adjustment is included in the opening balance of retained earnings on transition; (2) Cash flow hedges and hedges of a net investment in a self-sustaining foreign operation – any gain or loss on the hedging instrument that is determined to be the effective portion is recognized in AOCl and the ineffectiveness in the past periods is included in the opening balance of retained earnings on transition.

Deferred gains or losses on the hedging instrument with respect to hedging relationships that were discontinued prior to the transition date but qualify for hedge accounting under the new standards will be recognized in the carrying amount of the hedged item and amortized to Net Income over the remaining term of the hedged item for fair value hedges, and for cash flow hedges it will be recognized in AOCl and reclassified to Net Income in the same period during which the hedged item affects Net Income. However, for discontinued hedging relationships that do not qualify for hedge accounting under the new standards, the deferred gains and losses are recognized in the opening balance of retained earnings on transition.

Impact of Adopting Sections 1530, 3855, 3861 and 3865

The company recorded a transition adjustment effective January 1, 2007, attributable to the following: (i) an increase of $292 million, net of taxes, to opening retained earnings for financial instruments classified as held-for-trading, which includes embedded derivatives in financial instruments and contracts that were not previously recorded at fair value; (ii) recognition of $185 million, net of taxes, in AOCI related to the unrealized gain on available-for-sale financial instruments and effective cash flow hedges and hedges of a net investment in a self-sustaining foreign operation; (iii) reclassification of $42 million of net foreign currency losses to AOCI, previously classified as the cumulative translation adjustment in Shareholders’ Equity. The impact during the quarter is described in the Consolidated Statement of Comprehensive Income. The impact on Net Income during the period is not significant.

Brookfield Asset Management | Q3 /2007 Interim Report     49

Variability In Variable Interest Entities

On September 15, 2006, the Emerging Issues Committee issued Abstract No. 163, Determining the Variability to be Considered in Applying AcG-15 (EIC-163). This EIC provides additional clarification on how to analyze and consolidate VIEs. EIC-163 was effective for the company on April 1, 2007. The implementation of EIC-163 did not have a material impact to our consolidated financial position or results of operations.

Debt Instruments with Embedded Derivatives

On March 5, 2007, the Emerging Issues Committee issued Abstract No. 164, Convertible and Other Debt Instruments with Embedded Derivatives (EIC-164). The EIC provides guidance on how the issuer should account for and the financial statement presentation of the instrument, embedded derivatives within the hybrid instrument, the future tax aspects of the instrument and how the instrument is to be treated in earnings per share computation. The implementation of EIC-164 did not have a material impact to our consolidated financial position or results of operations.

Assessment and Changes in Internal Control Over Financial Reporting

Management has evaluated the effectiveness of the company’s internal control over financial reporting. Refer to Management’s Report on Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during the period ended September 30, 2007 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Brian D. Lawson	Sachin G. Shah
Managing Partner and Chief Financial Officer	Vice President, Finance
November 2, 2007

50     Brookfield Asset Management | Q3 /2007 Interim Report

Consolidated Financial Statements

Consolidated Balance Sheets

	(UNAUDITED)
	September 30		December 31
(MILLIONS)	2007		2006
Assets
Cash and cash equivalents	$	2,338	$	1,204
Financial assets		1,665		1,665
Investments		967		775
Accounts receivable and other		7,082		5,951
Goodwill		777		669
Operating assets
Property, plant and equipment		30,727		28,082
Securities		2,254		1,711
Loans and notes receivable		663		651
	$	46,473	$	40,708
Liabilities and shareholders’ equity
Non-recourse borrowings
Property-specific mortgages	$	18,288	$	17,148
Subsidiary borrowings		4,541		4,153
Corporate borrowings		2,482		1,507
Accounts payable and other liabilities		8,341		6,497
Capital securities		1,577		1,585
Non-controlling interests in net assets		4,046		3,734
Shareholders’ equity
Preferred equity		870		689
Common equity		6,328		5,395
	$	46,473	$	40,708

Brookfield Asset Management | Q3 /2007 Interim Report      51

Consolidated Statements of Income

	Three Months Ended						Nine Months Ended
UNAUDITED	September 30						September 30
MILLIONS, EXCEPT PER SHARE AMOUNTS	2007			2006			2007			2006
Total revenues	$	2,219		$	1,405		$	6,185		$	3,993
Fees earned		96			64			323			187
Revenues less direct operating costs
Property		390			380			1,437			999
Power generation		105			122			463			478
Infrastructure		54			80			257			156
Specialty funds		16			29			137			97
		661			675			2,617			1,917
Investment and other income		248			180			520			354
		909			855			3,137			2,271
Expenses
Interest		454			291			1,276			765
Current income taxes		(6	)		23			40			74
Asset management and other operating costs		108			70			323			225
Non-controlling interests in net income before the following		103			108			512			326
		250			363			986			881
Other items
Equity accounted losses from investments		—			(7	)		(68	)		(26	)
Depreciation and amortization		(250	)		(136	)		(740	)		(367	)
Other provisions		(33	)		4			(17	)		94
Future income taxes		11			(49	)		(123	)		(206	)
Non-controlling interests in the foregoing items		115			70			403			183
Net income	$	93		$	245		$	441		$	559
Net income per common share 1
Diluted	$	0.13		$	0.40		$	0.68		$	0.89
Basic	$	0.13		$	0.41		$	0.70		$	0.92

1 Adjusted to reflect three-for-two stock split

52       Brookfield Asset Management | Q3 /2007 Interim Report

Consolidated Statements of Retained Earnings

	Three Months Ended						Nine Months Ended
UNAUDITED	September 30						September 30
(MILLIONS)	2007			2006			2007			2006
Retained earnings
Balance, beginning of period	$	4,696		$	3,517		$	4,222		$	3,321
Change in accounting policy 1		—			—			292			—
Net income		93			245			441			559
Preferred equity issue costs		—			—			(6	)		—
Shareholder distributions – Preferred equity		(13	)		(7	)		(32	)		(27	)
– Common equity		(73	)		(61	)		(202	)		(159	)
Amount paid in excess of the book value of common shares purchased for cancellation		(87	)		—			(99	)		—
Balance, end of period	$	4,616		$	3,694		$	4,616		$	3,694

1 Refer to Note 1 for impact of new accounting policies related to financial instruments

Consolidated Statements of Comprehensive Income ¹

	Three Months Ended					Nine Months Ended
UNAUDITED	September 30					September 30
(MILLIONS)	2007			2006		2007			2006
Net income	$	93		$	245	$	441		$	559
Other comprehensive income (loss)
Foreign currency translation		331			1		509			8
Available-for-sale securities		(104	)		—		(5	)		—
Derivative instruments designated as cash flow hedges		(158	)		—		(159	)		—
Future income taxes		30			—		23			—
		99			1		368			8
Comprehensive income	$	192		$	246	$	809		$	567

1 Refer to Note 1 for impact of new accounting policies related to financial instruments

Accumulated Other Comprehensive Income ¹

	Three Months Ended		Nine Months Ended
UNAUDITED	September 30		September 30
(MILLIONS)	2007		2007
Balance, beginning of period	$	412	$	—
Transition adjustment – January 1, 2007		—		143
Other comprehensive income		99		368
Balance, end of period	$	511	$	511

1 Refer to Note 1 for impact of new accounting policies related to financial instruments

Brookfield Asset Management | Q3 /2007 Interim Report      53

Consolidated Statements of Cash Flows

	Three Months Ended						Nine Months Ended
UNAUDITED	September 30						September 30
(MILLIONS)	2007			2006			2007			2006
Operating activities
Net income	$	93		$	245		$	441		$	559
Adjusted for the following non-cash items
Depreciation and amortization		250			136			740			367
Future income taxes and other provisions		22			45			140			112
Non-controlling interest in non-cash items		(115	)		(70	)		(403	)		(183	)
Excess of equity income over dividends received		5			12			83			87
		255			368			1,001			942
Net change in non-cash working capital balances and other		500			(415	)		183			(479	)
Undistributed non-controlling interests in cash flow		61			73			350			206
		816			26			1,534			669
Financing activities
Corporate borrowings, net of repayments		552			(144	)		907			(2	)
Property-specific mortgages, net of repayments		819			1,107			1,707			1,731
Other debt of subsidiaries, net of repayments		(84	)		28			210			(76	)
Capital provided by non-controlling interests		55			32			200			888
Capital securities redemption		(118	)		—			(225	)		—
Corporate preferred equity issuance		—			—			181			—
Common shares and equivalents repurchased, net of issuances		(120	)		5			(118	)		10
Common shares of subsidiaries repurchased, net of issuances		(49	)		(1	)		(70	)		(36	)
Shareholder distributions		(86	)		(68	)		(234	)		(186	)
		969			959			2,558			2,329
Investing activities
Investment in or sale of operating assets, net
Property		(653	)		(621	)		(847	)		(1,045	)
Power generation		(201	)		(202	)		(366	)		(611	)
Infrastructure		(37	)		(16	)		(1,668	)		(1,738	)
Securities and loans		149			(175	)		21			(445	)
Financial assets		138			78			104			631
Other property, plant and equipment		(39	)		6			(50	)		(10	)
Investments		(139	)		(4	)		(152	)		(4	)
		(782	)		(934	)		(2,958	)		(3,222	)
Cash and cash equivalents
Increase (decrease)		1,003			51			1,134			(224	)
Balance, beginning of period		1,335			676			1,204			951
Balance, end of period	$	2,338		$	727		$	2,338		$	727

54       Brookfield Asset Management | Q3 /2007 Interim Report

Notes to Consolidated Financial Statement – Unaudited

The interim financial statements should be read in conjunction with the most recently issued Annual Report of Brookfield Asset Management Inc. (the “company”), which includes information necessary or useful to understanding the company’s businesses and financial statement presentation. In particular, the company’s significant accounting policies and practices were presented as Note 1 to the Consolidated Financial Statements included in that Report, and have been consistently applied in the preparation of these interim financial statements, except as described below.

The interim financial statements are unaudited. Financial information in this Report reflects any adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to a fair statement of results for the interim periods in accordance with Canadian generally accepted accounting principles (“GAAP”).

The results reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain prior period amounts have been reclassified to conform to the current period’s presentation.

1. CHANGES IN ACCOUNTING POLICIES

In 2005, the CICA issued four new accounting standards: Handbook Section 1530, Comprehensive Income (Section 1530), Handbook Section 3855, Financial Instruments – Recognition and Measurement (Section 3855), Handbook Section 3865, Hedges (Section 3865) and Handbook Section 3861, Financial Instruments – Disclosure and Presentation (Section 3861), which provides disclosure and presentation requirements related to the aforementioned standards. These new standards became effective for the company on January 1, 2007.

Comprehensive Income

Section 1530 introduces Comprehensive Income and represents changes in Shareholders’ Equity during a period arising from transactions and other events with non-owner sources. Other Comprehensive Income (OCI) includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts, unrealized gains and losses on derivatives designated to hedge self-sustaining foreign operations, and changes in the fair value of the effective portion of cash flow hedging instruments. The Interim Consolidated Financial Statements include a Statement of Comprehensive Income. Accumulated Other Comprehensive Income (AOCI), is presented as a new category of Shareholders’ Equity in the Consolidated Balance Sheet.

Financial Instruments – Recognition and Measurement

Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. It requires that financial assets and financial liabilities including derivatives be recognized on the balance sheet when we become a party to the contractual provisions of the financial instrument or a non-financial derivative contract. All financial instruments should be measured at fair value on initial recognition except for certain related-party transactions. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other liabilities. Transaction costs related to trading financial assets or liabilities are expensed as incurred. For other financial instruments, transaction costs are capitalized on initial recognition and amortized using the effective interest method of amortization.

Financial assets and financial liabilities held-for-trading will be measured at fair value with gains and losses recognized in Net Income. Available-for-sale financial assets will be measured at fair value with unrealized gains and losses including changes in foreign exchange rates being recognized in OCI. Financial assets held-to-maturity, loans and receivables and financial liabilities other than those held-for-trading will be measured at amortized cost using the effective interest method of amortization. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market will be measured at cost.

Derivative instruments must be recorded on the balance sheet at fair value including those derivatives that are embedded in financial instruments or other contracts that are not closely related to the host financial instrument or contract. Changes in the fair values of derivative instruments will be recognized in Net Income, except for effective derivatives that are designated as cash flow hedges and hedges of foreign currency exposure of a net investment in a self-sustaining foreign operation not classified as held-for-trading, the fair value change for which will be recognized in OCI.

Brookfield Asset Management | Q3 /2007 Interim Report       55

Section 3855 permits an entity to designate any financial instrument as held-for-trading on initial recognition or adoption of the standard, even if that instrument would not otherwise satisfy the definition of held-for-trading set out in Section 3855. Instruments that are classified as held-for-trading by way of this “fair value option” must have reliably measurable fair values.

Other significant accounting implications arising on adoption of Section 3855 include the initial recognition of certain financial guarantees at fair value on the balance sheet and the use of the effective interest method of amortization for any transaction costs or fees, premiums or discounts earned or incurred for financial instruments measured at amortized cost.

Hedges

Section 3865 specifies the criteria under which hedge accounting can be applied and how hedge accounting should be executed for each of the permitted hedging strategies: fair value hedges, cash flow hedges and hedges of a foreign currency exposure of a net investment in a self-sustaining foreign operation. In a fair value hedging relationship, the carrying value of the hedged item will be adjusted by gains or losses attributable to the hedged risk and recognized in Net Income. The changes in the fair value of the hedged item, to the extent that the hedging relationship is effective, will be offset by changes in the fair value of the hedging derivative. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative will be recognized in OCI. The ineffective portion will be recognized in Net Income. The amounts recognized in AOCl will be reclassified to Net Income in the periods in which Net Income is affected by the variability in the cash flows of the hedged item. In hedging a foreign currency exposure of a net investment in a self-sustaining foreign operation, the effective portion of foreign exchange gains and losses on the hedging instruments will be recognized in OCI and the ineffective portion is recognized in Net Income.

For hedging relationships existing prior to adopting Section 3865 that are continued and qualify for hedge accounting under the new standard, the transition accounting is as follows: (1) Fair value hedges – any gain or loss on the hedging instrument is recognized in the opening balance of retained earnings on transition and the carrying amount of the hedged item is adjusted by the cumulative change in fair value that reflects the designated hedged risk and the adjustment is included in the opening balance of retained earnings on transition; (2) Cash flow hedges and hedges of a net investment in a self-sustaining foreign operation – any gain or loss on the hedging instrument that is determined to be the effective portion is recognized in AOCl and the ineffectiveness in the past periods is included in the opening balance of retained earnings on transition.

Deferred gains or losses on the hedging instrument with respect to hedging relationships that were discontinued prior to the transition date but qualify for hedge accounting under the new standards will be recognized in the carrying amount of the hedged item and amortized to Net Income over the remaining term of the hedged item for fair value hedges, and for cash flow hedges it will be recognized in AOCl and reclassified to Net Income in the same period during which the hedged item affects Net Income. However, for discontinued hedging relationships that do not qualify for hedge accounting under the new standards, the deferred gains and losses are recognized in the opening balance of retained earnings on transition.

Impact of adopting Sections 1530, 3855, 3861 and 3865

The company recorded a transition adjustment effective January 1, 2007, attributable to the following: (i) an increase of $292 million, net of taxes, to opening retained earnings for financial instruments classified as held-for-trading, which includes embedded derivatives in financial instruments and contracts that were not previously recorded at fair value; (ii) recognition of $185 million, net of taxes, in AOCI related to the unrealized gain on available-for-sale financial instruments and effective cash flow hedges and hedges of a net investment in a self-sustaining foreign operation; (iii) reclassification of $42 million of net foreign currency losses to AOCI, previously classified as the cumulative translation adjustment in Shareholders’ Equity. The impact during the quarter is described in the Consolidated Statement of Comprehensive Income. The impact on Net Income during the period is not significant.

Variability In Variable Interest Entities

On September 15, 2006, the Emerging Issues Committee issued Abstract No. 163, Determining the Variability to be Considered in Applying AcG-15 (EIC-163). This EIC provides additional clarification on how to analyze and consolidate VIEs. EIC-163 was effective for the company on April 1, 2007. The implementation of EIC-163 did not have a material impact to our consolidated financial position or results of operations.

56       Brookfield Asset Management | Q3 /2007 Interim Report

Debt Instruments with Embedded Derivatives

On March 5, 2007, the Emerging Issues Committee issued Abstract No. 164, Convertible and Other Debt Instruments with Embedded Derivatives (EIC-164). The EIC provides guidance on how the issuer should account for and the financial statement presentation of the instrument, embedded derivatives within the hybrid instrument, the future tax aspects of the instrument and how the instrument is to be treated in earnings per share computation. The implementation of EIC-164 did not have a material impact to our consolidated financial position or results of operations.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the amount of consideration that would be agreed upon in an arm’s-length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted bid or asking prices, as appropriate, in the most advantageous active market for that instrument to which we have immediate access. Where bid and ask prices are unavailable, we use the closing price of the most recent transaction of that instrument. In the absence of an active market, we determine fair values based on prevailing market rates (bid and ask prices, as appropriate) for instruments with similar characteristics and risk profiles or internal or external valuation models, such as option pricing models and discounted cash flow analysis, using observable market-based inputs.

Fair values determined using valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining those assumptions, we look primarily to external readily observable market inputs including factors such as interest rate yield curves, currency rates, and price and rate volatilities as applicable. In limited circumstances, we use input parameters that are not based on observable market data and we believe that using possible alternative assumptions will not result in significantly different fair values.

Fair value of financial instruments

As described in Note 1, financial instruments classified or designated as held-for-trading and available-for-sale are typically carried at fair value on the Consolidated Balance Sheet. Equity instruments classified as available-for-sale that do not have a quoted market price from an active market are carried at cost. Any changes in the fair values of financial instruments classified as held-for-trading or available-for-sale are recognized in Net Income or OCI, respectively. The cumulative changes in the fair values of available-for-sale securities previously recognized in AOCI are reclassified to Net Income when the underlying security is either sold or there is a decline in value that is considered to be other-than-temporary. During the three months ended September 30, 2007, $100 million of deferred gains previously recognized in AOCI was reclassified to Net Income due to the sale of available-for-sale securities.

Available-for-sale securities measured at fair value or cost are assessed for impairment at each reporting date. As at September 30, 2007, unrealized losses embedded within available-for-sale securities measured at fair value amounted to $58 million. Unrealized gains and losses for debt securities are primarily due to changing interest rates and for equity securities, are due to changes in market prices, foreign exchange movements, or because the investee is in the early years of its business cycle. As at September 30, 2007, the company did not consider any investments to be other-than temporarily impaired, as we have the ability and intent to hold them until the fair value recovers.

For the quarter ended September 30, 2007, pre-tax unrealized losses of $162 million and $104 million were recorded with respect to financial instruments classified as held-for-trading or available-for-sale, respectively.

Hedging activities

The company uses derivatives and non-derivative financial instruments to manage our exposures to interest, currency, credit and other market risks. When derivatives are used to manage exposures, the company determines for each derivative whether hedge accounting can be applied. Where hedge accounting can be applied, a hedge relationship is designated as a fair value hedge, a cash flow hedge or a hedge of foreign currency exposure of a net investment in a self-sustaining foreign operation. The derivative must be highly effective in accomplishing the objective of offsetting either changes in the fair value or cash flows attributable to the hedged risk both at inception and over the life of the hedge. If it is determined that the derivative is not highly effective as a hedge, hedge accounting is discontinued prospectively.

Brookfield Asset Management | Q3 /2007 Interim Report      57

Cash flow hedge

The company uses energy derivative contracts primarily to hedge the sale of power, interest rate swaps to hedge the variability in cash flows related to a variable rate asset or liability, and equity derivatives to hedge our long-term compensation arrangements. All components of each derivative’s change in fair value have been included in the assessment of cash flow hedge effectiveness. For the quarter ended September 30, 2007, pre-tax net unrealized losses of $45 million were recorded in OCI for the effective portion of the cash flow hedges.

Net investment hedge

The company uses foreign exchange contracts to manage our foreign currency exposures to net investments in self-sustaining foreign operations having a functional currency other than the U.S. dollar. For the quarter ended September 30, 2007, unrealized pre-tax net losses of $113 million were recorded in OCI for the effective portion of hedges of our net investment in foreign operations.

3. FUTURE ACCOUNTING POLICIES

Financial Instruments – Disclosures and Presentation

On December 1, 2006, the CICA issued two new accounting standards, Section 3862, Financial Instruments – Disclosures and Section 3863, Financial Instruments – Presentation. These standards replace Section 3861, Financial Instruments – Disclosure and Presentation and enhance the disclosure of the nature and extent of risks arising from financial instruments and how the entity manages those risks.

Capital Disclosures

On December 1, 2006, the CICA issued Section 1535, Capital Disclosures. Section 1535 requires the disclosure of (i) an entity’s objectives, policies and process for managing capital; (ii) quantitative data about an entity’s managed capital; (iii) whether an entity has complied with capital requirements; and (iv) if an entity has not complied with such capital requirements, the consequences of such non-compliance.

4. ACQUISITIONS

On April 20, 2007, the company completed the acquisition of Longview Fibre Company for approximately $2.3 billion including assumed debt and recorded approximately $591 million of goodwill. With this transaction, the company has acquired 588,000 acres of prime, freehold timberlands in Washington and Oregon and an integrated manufacturing operation that produces specialty papers and containers.

As at September 30, 2007 the following summarized balance sheet has been consolidated into Brookfield’s financial statements:

(MILLIONS)	September 30 , 2007
Assets
Cash, accounts receivable and other	$	400
Goodwill		591
Property, plant and equipment		16
Timberlands		1,868
		2,875
Liabilities
Accounts payable		139
Property-specifi c borrowings		1,284
Future income tax liability		589
Net assets	$	863

58       Brookfield Asset Management | Q3 /2007 Interim Report

5. GUARANTEES AND COMMITMENTS

In the normal course of operations, the company and its consolidated subsidiaries execute agreements that provide for indemnifi cation and guarantees to third parties in transactions such as business dispositions, business acquisitions, sales of assets, sales of services, securitization agreements, and underwriting and agency agreements. The company has also agreed to indemnify its directors and certain of its officers and employees. The nature of substantially all of the indemnification undertakings prevents the company from making a reasonable estimate of the maximum potential amount it could be required to pay third parties as the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, neither the company nor its consolidated subsidiaries have made significant payments under such indemnifi cation agreements.

During the second quarter the company announced that it had reached an agreement with the board of directors of Multiplex Group to make an offer to acquire all of the outstanding equity securities of Multiplex for a total purchase price of A$4.2 billion ($3.7 billion). The company acquired additional equity securities during the third quarter, bringing its interest in Multiplex to 14.99%, and reducing its commitment to A$3.6 billion ($3.2 billion) as at September 30, 2007. The company declared the offer unconditional on October 15, 2007. See Note 9.

6. COMMON EQUITY

The company’s common equity is comprised of the following:

	September 30		December 31			1
(MILLIONS)	2007		2006
Class A and B common shares	$	1,201	$	1,215
Retained earnings		4,616		4,222
Accumulated other comprehensive income		511		—
Cumulative translation adjustment		—		(42	)
Common equity	$	6,328	$	5,395
SHARES OUTSTANDING (MILLIONS)
Class A and B common shares issued		581.0		581.8
Unexercised options		28.5		29.0
Total fully diluted common shares		609.5		610.8

1 Share numbers adjusted to reflect three-for-two stock split

The holders of Class A Limited Voting Shares and Class B Limited Voting Shares rank on parity with each other with respect to the payment of dividends and the return of capital on the liquidation, dissolution or winding up of the company or any other distribution of the assets of the company among its shareholders for the purpose of winding up its affairs. With respect to the Class A and Class B common shares, there are no dilutive factors, material or otherwise, that would result in different diluted earnings per share. This relationship holds true irrespective of the number of dilutive instruments issued in either one of the respective classes of common stock, as both classes of common stock share equally, on a pro rata basis in the dividends, earnings and net assets of the company, whether taken before or after dilutive instruments, regardless of which class of common stock is diluted.

7. STOCK-BASED COMPENSATION

The company and its consolidated subsidiaries account for stock options using the fair value method. Under the fair value method, compensation expense for stock options that are direct awards of stock is measured at fair value at the grant date using an option pricing model and recognized over the vesting period. Options issued under the company’s Management Share Option Plan (“MSOP”) vest proportionately over five years and expire ten years after the grant date. The exercise price is equal to the market price at the close of business on the day prior to the grant date.

During the first nine months of 2007, the company granted 3.4 million stock options at an average exercise price of $33.27 (C$38.86) per share, which was equal to the market price at the close of business on the day prior to the grant date. The compensation expense was calculated using the Black-Scholes method of valuation, assuming a 7.5 year term, 22% volatility, a weighted average expected dividend yield of 1.2% annually and an interest rate of 4.0%.

Brookfield Asset Management | Q3 /2007 Interim Report      59

8. SEGMENTED AND OTHER INFORMATION

Revenue and assets by geographic segments are as follows:

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
(UNAUDITED)	Sept. 30, 2007		Sept. 30, 2006		Sept. 30, 2007		Sept. 30, 2006		Sept. 30, 2007		Dec. 31, 2006
(MILLIONS)	Revenue		Revenue		Revenue		Revenue		Assets		Assets
United States	$	1,111	$	490	$	3,068	$	1,712	$	28,965	$	23,618
Canada		836		696		2,368		1,655		11,342		10,111
International		272		219		749		626		6,166		6,979
	$	2,219	$	1,405	$	6,185	$	3,993	$	46,473	$	40,708

Revenue, net income and assets by reportable segments are as follows:

	Operations
	Three Months Ended					Three Months Ended				Nine Months Ended				Nine Months Ended
	Sept. 30, 2007					Sept. 30, 2006				Sept. 30, 2007				Sept. 30, 2006				Assets
UNAUDITED			Net					Net				Net				Net		Sept. 30		Dec. 31
(MILLIONS)	Revenue		Income			Revenue		Income		Revenue		Income		Revenue		Income		2007		2006
Property	$	999	$	13		$	710	$	41	$	2,832	$	138	$	2,091	$	103	$	24,890	$	22,144
Power generation		197		5			177		30		722		98		665		178		6,592		5,390
Infrastructure		190		(9	)		130		7		499		4		263		47		4,243		4,333
Specialty Funds		273		19			85		19		1,030		184		245		95		1,958		1,797
Cash, financial assets and other		560		65			303		148		1,102		17		729		136		8,790		7,044
Total	$	2,219	$	93		$	1,405	$	245	$	6,185	$	441	$	3,993	$	559	$	46,473	$	40,708

Cash taxes paid for the nine month period were $52 million (2006 – $78 million) and are included in other cash expenses. Cash interest paid totalled $1,175 million (2006 – $690 million).

9. SUBSEQUENT EVENTS

The company announced on October 15, 2007 that its offer to acquire all of the outstanding equity securities of Multiplex was unconditional. The company increased its interest in Multiplex to 97% interest as of November 2, 2007, representing a cash investment since September 30, 2007 of A$3.5 billion. See Note 5.

On October 31, 2007, the company sold its 23% equity interest in Stelco to U.S. Steel for aggregate proceeds of approximately $262 million.

On October 31, 2007, the company sold a number of seats on a major Brazilian stock exchange, which were converted into common shares and monetized for proceeds approximating $160 million.

60       Brookfield Asset Management | Q3 /2007 Interim Report

Shareholder Information

Shareholder Enquiries

Shareholder enquiries are welcomed and should be directed to Denis Couture, Senior Vice-President, Investor Relations and Corporate and International Affairs at 416-956-5189 or dcouture@brookfield.com. Alternatively shareholders may contact the company at the following location:

Brookfield Asset Management Inc.

Suite 300, Brookfield Place, Box 762, 181 Bay Street
Toronto, Ontario M5J 2T3
Telephone: 416-363-9491
Facsimile: 416-365-9642
Web Site: www.brookfield.com
E-Mail: enquiries@brookfield.com

Shareholder enquiries relating to dividends, address changes and share certificates should be directed to the company’s Transfer Agent:

CIBC Mellon Trust Company

P.O. Box 7010, Adelaide Street Postal Station
Toronto, Ontario M5C 2W9
Telephone: 416-643-5500 or
                 1-800-387-0825 (Toll free throughout North America)
Facsimile:   416-643-5501
Web Site: www.cibcmellon.com

Investor Relations and Communications

We are committed to informing our shareholders of our progress through a comprehensive communications program which includes publication of materials such as our annual report, quarterly interim reports and press releases for material information. We also maintain a web site that provides ready access to these materials, as well as statutory filings, stock and dividend information and web archived events. Meeting with shareholders is an integral part of our communications program. Directors and management meet with Brookfield’s shareholders at our annual meeting and are available to respond to questions at any time. Management is also available to investment analysts, financial advisors and media to ensure that accurate information is available to investors. All materials distributed at any of these meetings are posted on the company’s web site.

The text of the company’s 2006 Annual Report is available in French on request from the company and is filed with and available through SEDAR at www.sedar.com.

Dividend Reinvestment Plan

Registered holders of Class A Common Shares who are resident in Canada may elect to receive their dividends in the form of newly issued Class A Common Shares at a price equal to the weighted average price at which the shares traded on the Toronto Stock Exchange during the five trading days immediately preceding the payment date of such dividends.

The Dividend Reinvestment Plan allows current shareholders to acquire additional shares in the company without payment of commissions. Further details on the Plan and a Participation Form can be obtained from our administrative head office, our transfer agent or from our web site.

Stock Exchange Listings

	Outstanding at September 30, 2007		Symbol	Stock Exchange
Class A Common Shares		580,890,3291	BAM, BAM.A	New York, Toronto
Class A Preference Shares
Series 2		10,465,100	BAM.PR.B	Toronto
Series 4		4,000,000	BAM.PR.C	Toronto
Series 8		1,805,948	BAM.PR.E	Toronto
Series 9		6,194,052	BAM.PR.G	Toronto
Series 10		10,000,000	BAM.PR.H	Toronto
Series 11		4,032,401	BAM.PR.I	Toronto
Series 12		7,000,000	BAM.PR.J	Toronto
Series 13		9,999,000	BAM.PR.K	Toronto
Series 14		665,000	BAM.PR.L	Toronto
Series 17		8,000,000	BAM.PR.M	Toronto
Series 18		8,000,000	BAM.PR.N	Toronto

1 Following the three-for-two stock split implemented in June 2007

Dividend Record and Payment Dates

	Record Date	Payment Date
Class A Common Shares 1	First day of February, May, August and November	Last day of February, May, August and November
Class A Preference Shares 1
Series 2, 4, 10, 11, 12, 13, 17 and 18	15th day of March, June, September and December	Last day of March, June, September, and December
Series 8 and 14	Last day of each month	12th day of following month
Series 9	15th day of January, April, July and October	First day of February, May, August and November

1 All dividend payments are subject to declaration by the Board of Directors

Brookfield Asset Management | Q3 /2007 Interim Report       61

PRINCIPAL OFFICES

www.brookfield.com

New York – United States	Toronto – Canada	London – United Kingdom	São Paulo – Brazil
Three World Financial Center	Brookfield Place	20 Canada Square	Brascan Century Plaza
200 Vesey Street, 11th Floor	Suite 300, Bay Wellington Tower	Canary Wharf	Rua Joaquim Floriano, 466
New York, New York	181 Bay Street, Box 762	London E14 5NN	Edificio Corporate,10°Andar,
10281-0221	Toronto, Ontario M5J 2T3	T 44 (0) 20-7078-0220	Conjunto 1004
T 212-417-7000	T 416-363-9491	F 44 (0) 20-7078-0221	São Paulo, SP Brasil
F 212-417-7196	F 416-365-9642		CEP: 04534-002
			T 55 (11) 3707-6744
			F 55 (11) 3707-6751

Sydney — Australia	Beijing – China	Hong Kong	Dubai — UAE
Level 1	Beijing Kerry Center	Lippo Centre, Tower Two	Level 12, Al Attar Business Tower
1 Kent Street	North Tower, 3rd Floor	26/F, 2601	Sheikh Zayed Road
Sydney, NSW 2000	1 Guanghua Road	89 Queensway, Hong Kong	Dubai UAE
T 62-2-9256-5000	Chao Yang District	T 852-2810-4538	T 971-4-3158-500
F 62-2-9256-5001	Beijing, PRC, 100020	F 852-2810-7083	F 971-4-3158-600
	T 8610-8529-8858
	F 8610-8529-8859

Brookfield Asset Management Inc. www.brookfield.com NYSE/TSX: BAM