Exhibit 99.1

Profile and Investment Principles

Brookfield is a global asset manager. Focused on property, power and infrastructure assets, the company has approximately $95 billion of assets under management and is co-listed on the New York, Toronto and Euronext stock exchanges under the symbol BAM.

BUSINESS PHILOSOPHY

• Build the business based on honesty and integrity in order to enhance our reputation

• Attract and retain high calibre individuals who will grow with us over the long term

• Ensure our people think and act like owners in all their decisions

• Treat our clients’ money like it is our own

INVESTMENT GUIDELINES

• Invest where we possess competitive advantages

• Acquire assets on a value basis with a goal of maximizing return on capital

• Build sustainable cash flows to provide certainty, reduce risk and lower the cost of capital

• Recognize that superior returns often require contrarian thinking

MEASUREMENT OF OUR CORPORATE SUCCESS

• Measure success over the long term by total return on capital

• Encourage calculated risks, but compare returns with risk

• Sacrifice short-term profit, if necessary, to achieve long-term capital appreciation

• Seek profitability rather than growth, because size does not necessarily add value

CONTENTS
Letter to Shareholders – 4	Management’s Discussion and Analysis – 10	Internal Control Over Financial Reporting – 81
Consolidated Financial Statements – 83	Five Year Financial Review – 116	Corporate Governance – 117
Sustainable Development – 117	Shareholder Information – 118	Board of Directors and Management – 119

Financial Highlights

AS AT AND FOR THE YEARS ENDED DECEMBER 31 (MILLIONS, EXCEPT PER SHARE AMOUNTS)	2007		2006		2005
Per fully diluted common share
Cash flow from operations	$	3.11	$	2.95	$	1.46
Cash return on equity		30%		34%		21%
Market trading price – NYSE	$	35.67	$	32.12	$	22.37
Net income	$	1.24	$	1.90	$	2.72
Dividends paid	$	0.47	$	0.39	$	0.26
Total
Assets under management	$	94,340	$	71,121	$	49,700
Consolidated balance sheet assets	$	55,597	$	40,708	$	26,058
Revenues	$	9,343	$	6,897	$	5,220
Operating income	$	4,509	$	3,776	$	2,319
Cash flow from operations	$	1,907	$	1,801	$	908
Net income	$	787	$	1,170	$	1,662
Diluted number of common shares outstanding		611		611		608

Brookfield Asset Management    |    2007 ANNUAL REPORT        1

A Global Asset Manager

We are a long-term, value-oriented investor with approximately $95 billion of assets under management.

Our primary objective is to own and manage investment funds that generate attractive long-term returns through the direct and indirect ownership of assets producing sustainable cash flows in our areas of expertise – property, power, infrastructure and specialty funds.

With over 100 years of experience investing and operating these high quality assets globally, we are uniquely positioned to offer specialty investment products to our clients.

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Brookfield Asset Management    |    2007 ANNUAL REPORT        3

Letter to Shareholders

OVERVIEW

In 2007, we recorded our highest ever cash flow from operations of $1.9 billion or $3.11 per share. This represented only a slight increase over 2006 given the special gains we recorded that year but is more than double our results in 2005. This cash flow growth was due to increased assets under management, solid performance from most of our operations, and some realization items. Net income was approximately $800 million and while not as relevant a measure for our business because it includes depreciation, was nonetheless one of the highest in the company’s history.

Higher cash flows and increased assets under management translated into an increase in the intrinsic value of our business overall, with a few notable but thankfully small exceptions. Our share price in the market increased by 11% over the year. Including dividends, the total return for 2007 was 12%, although that market gain has been erased since the beginning of January given the general malaise in the financial markets.

Our shares underperformed their five and 10 years’ averages in the stock market, but given the negative performances of asset managers, property related companies and financial entities we at least held our own.

Annualized Returns	Brookfield – NYSE	S&P	TSX
YEARS
1	12%	6%	10%
5	46%	13%	18%
10	25%	6%	10%
20	16%	12%	10%

In 2007, we achieved many of our goals and missed a few. Most importantly, our funds continue to record strong investment results and we have expanded our operating platform around the globe. We now have a physical presence in most of the world’s major markets.

We increased gross assets under management by $25 billion, enhanced our fundraising capabilities, expanded the business into Australia, the Middle East and Asia, invested approximately $10 billion of capital and are in the midst of fundraising for a number of new funds within our areas of expertise. Notable additions to our assets under management were the purchase of $7 billion of property assets in Australia and New Zealand, $1 billion of retail shopping centres in Brazil and approximately $2 billion of timber and agricultural lands. We also added $6 billion of real estate equities and fixed income advisory mandates, largely through the acquisition of a specialty investment management firm, which we intend to further expand globally and into new infrastructure product offerings.

Looking to 2008, we believe we are well positioned to continue building our business in the current environment. We have significant capital available, a healthy balance sheet and a performance culture where operating management teams can find a home as long-term owners and operators of their businesses. We believe these three items provide us with a strategic advantage over many other global asset managers, and should bode well for us in 2008 and 2009.

MARKET ENVIRONMENT

For almost 20 years, we have witnessed a period of unprecedented world economic growth and prosperity interrupted only briefly by periods of mild recession. This incredible period of growth has been fueled by globalization, the collapse of communist protectionism, huge productivity gains made possible by technology, and the secular decline of inflation and long-term interest rates, among other factors.

But as with everything, pressures and stresses eventually build up. Over the past few years, most of these remained below the surface. However, since the summer of 2007 they have now come into plain view. The first signs showed up in the debt markets, which by

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mid 2007 had become extremely robust. Today, credit spreads have widened dramatically as global banks struggle to clear their unsold inventory of transactions and deal with residential mortgage securities created in the prior environment. What began as a bank issue, is now beginning to affect homeowners, consumers and industry in general.

Time will tell how all of this plays out. That said, the powerful forces that started this period of positive growth largely remain in place. This provides us with many reasons to remain optimistic over the longer term. Nonetheless, we remain cautious in these uncertain times and have taken a number of actions and measures over the past six months to help manage our risks in this changing environment. Specifically, we:

• raised capital wherever possible and extended the duration of debt. In particular, we sold assets which were not core to our long-term business;

• ensured that our investment teams did not commit to any significant investment opportunities without committed financing in place;

• reduced the risk of short-term financial assets that we hold, through outright sale, or other means; and,

• purchased credit protection on a portfolio of approximately $2 billion notional of corporate debt as a hedge against the rising cost of debt due to a widening in credit spreads. To date, this credit protection has generated realized and unrealized gains in excess of $100 million, some of which were accounted for in the results in 2007.

Fortunately, we have entered 2008 in a strong financial position. We also believe the current volatile environment favours long-term owners and operators of assets. Our balance sheet strength and our long-term investment horizon should, as a result, play to our advantage as other owners of assets wishing to sell begin to place greater importance on certainty of closing.

And, as we typically finance our investments with significant equity, often comprising up to 50% of the purchase price, and finance the balance with fixed-rate, long-term investment grade financing, we are not as affected as many of our competitors who rely on the more volatile high-yield debt markets to finance their acquisitions.

With credit costs and terms tighter, much of the drive behind the recent leveraged buyout environment has dissipated. With these factors no longer driving prices, we are more likely to attain our long-term return on investment goals going forward. In the context of these forward-looking views, we believe there will be great opportunities to put investment capital to work in our areas of focus in order to generate greater-than-average returns over the longer term.

And despite the possibility of a U.S. recession, we believe in the resilience of the U.S. economy, and the dramatic impact that the integration of the developing world is having on world GDP growth. These facts favour a positive investment environment once this adjustment process has run its course.

GOALS AND STRATEGY

As stated before, our long-term goal is to achieve a compound 12% annual growth in the cash flows from operations on a per-share value. This should lead to a total underlying value increase on a per-share basis of greater than 12%. This return will not occur consistently each year, but we believe we can achieve this objective over the longer term by continuing to focus on four key operating strategies:

• Build a world-class asset management firm for institutional and retail investors, offering a focused group of products on a global basis to our clients.

• Differentiate our product offerings by utilizing our decades of investment and operating experience and our long-term investment horizons, allowing us to have a different, longer-term perspective in acquisitions and

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building operations, thereby enabling us to generate greater returns over the long term for our partners.

• Focus our products on simple to understand, high quality, long-life, cash-generating physical assets that require minimal sustaining capital expenditures and have some form of barrier to entry, a characteristic which should lead to appreciation in the value of these assets over time.

• Maximize the value of our operations by actively managing our assets to create operating efficiencies, lower our cost of capital and enhance cash flows. Given that our assets generally require high initial capital investment, have relatively low variable cost, and can be leveraged on a long-term, low-risk basis, even a small increase in the top-line performance typically results in a much more meaningful contribution to the bottom line.

We believe we can continue to successfully grow our global asset management business, because underlying fundamentals for asset management, particularly within the infrastructure space, continue to be positive. In fact, in an uncertain world, we believe our lower-risk, lower-volatility products should become even more appealing, especially as investors reprice risk in the marketplace.

Changes in both demand and supply continue to drive the fundamentals of our business. With respect to demand for our products, institutional pools of capital across the world now total in excess of $20 trillion. As allocations by these investors to our type of products increase, we believe the demand for our product offerings will continue to grow at a rapid pace.

At the same time, the required investment in infrastructure assets is estimated at several trillion dollars annually in order to provide proper infrastructure in emerging economies, ensure appropriate upkeep of infrastructure in currently developed markets, and support further global expansion. We need only to

participate in a very small way to fulfill our plans over the next ten years.

GLOBAL OPERATING PLATFORM

For many decades we have owned and operated the type of assets we now buy in conjunction with our asset management clients. We believe this differentiation, with hands-on operators in all of our businesses, has and will continue to enable us to outperform investors who do not have these capabilities.

In order to service our highly sophisticated group of investors, we have continued to invest in our existing operating platforms in property, renewable power, timber and transmission. We have also been developing operating platforms to support other emerging forms of infrastructure, and globalized the business because many institutions are increasingly looking for an investment manager with a global product offering, providing reliable one-stop shopping.

Over the past five years we have increased our staff to over 10,000, which includes 300 investment professionals. We have enhanced our presence in North and South America, built upon our business in Europe, added a meaningful presence in Australia, and established bases in Dubai, Hong Kong and China. We believe this corporate investment will pay off for you and for our co-investors as we increase the size of many of our fund offerings in the next few years.

CURRENCIES

The increasingly global nature of our operating platforms has had the effect of increasing the foreign content of our business. To date, because of the decline of the U.S. dollar, this internationalization has added value to the company, compared to having only been invested in the U.S.

We report our results in U.S. dollars and, from a currency perspective, changes in the value of the U.S. dollar relative to other currencies will impact the

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operating results and values of our non-U.S. activities. Often we hedge our non-U.S. operations with local debt, but typically the equity and increases in value are not hedged. We estimate that currently approximately 50% of our market capitalization is represented by U.S. dollars and the balance of 50% is invested internationally. The largest international investments are in Canada and Australia, with the next largest in Brazil and the UK.

The decline of the U.S. dollar against world currencies in 2007 had a positive impact on the intrinsic values and cash flow producing ability (in U.S. dollars) of our non-U.S. assets. A 10% movement in the U.S. dollar against our other currencies results in a change in the value of approximately $2.00 per share. These numbers are merely indicative, and the exact calculations will change quarterly. And, while we don’t try to take currency positions, we are an international investor, and therefore our returns are inevitably affected by currency movements across the world.

MARKETING OF FUNDS

During 2007, we added approximately $10 billion of managed capital to our operations and are currently in the market with a number of private funds where we hope to raise several billions more. Most of this capital will come from global institutional investors, and in order to accommodate the increased demands on our resources, we have continued to expand our capabilities, both to market these funds and to better service these institutions.

In addition to private funds, we also sponsor specialty public issuers that enable public market investors to participate directly in our investment strategies. The first major initiative in this regard was the creation of NYSE-listed Brookfield Infrastructure Partners. By now you should have each received your units of this new entity by way of a special dividend. As articulated before, we intend to utilize Brookfield Infrastructure as our primary

growth vehicle for the purchase of certain infrastructure assets in the future. We hope that Brookfield Infrastructure will appeal to those investors seeking higher yield and lower volatility than traditional equity investments.

Our long-term goal is to substantially expand our assets under management, ultimately ending up with our commitment to each strategy at less than 20%. As a result, and given the scale of capital which we have in the business today, we should be able to substantially grow our assets under management with the capital we have in the business.

INVESTMENT RETURNS AND FINANCIAL REPORTING

As stated in our second quarter report to you, we are often asked about the overall make-up of our cash flow from operations, and in particular, whether we focus on current cash flows or cash flows on a total-return basis. The short answer is that we focus on both, but predominantly on total return.

To date, for simplicity purposes, we have focused our reporting to you on the cash flows generated on an ongoing basis from our operations and realization gains as they occur. Given our continued focus on total-return investing, this is an important concept to understand and worth exploring in further detail.

On average, we invest capital seeking at least a 12% to 15% leveraged return. We assess returns on a total basis – meaning that we include the present values of cash flows received over the life of our investment as well as the “terminal value,” which represents the value of the investment at a future point in time. This is commonly referred to as an internal rate of return, or “IRR”.

As you know, we focus on assets that we believe will generate increasing levels of cash flow over time, and that appreciate in value. In many cases, the current cash return from an investment at inception may be well below the targeted IRR. This means that for accounting purposes, the returns that are reflected in our financial

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results are typically significantly below our internal rate of return in the early years of our ownership. Over time, as the cash flows increase, higher returns will be reflected in our reported results.

What is usually not reflected in our financial results are increases in the values of our investments over the amount of the original invested capital. The values of assets such as ours typically increase by an amount equal to the capitalized value of the increase in the associated cash flows. This appreciation in value is generally not reflected in our financial results until such time as we sell the asset, at which point we will record a realization gain. However, we are generally inclined to hold assets indefinitely, preferring to monetize the accrued value by refinancing the asset as opposed to an outright sale. This has the added benefit of deferring any accrued tax liability but, in the absence of a crystallization event, the accrued value may never appear in our reported financial results.

The implications of this analysis are twofold. The first is that the cash flows reported on a meaningful amount of our capital are not, in our view, representative of the total return that we expect to receive over the life of the investment. This is particularly so for newer investments, development initiatives, and securities investments. The second implication is that realization gains, when they do occur, form an important part of our total returns and typically represent only a small portion of the overall increase in intrinsic value that is built each year within our operations.

SUMMARY

We remain committed to building a world-class asset manager, and investing capital for you and our co-investment partners in high quality, simple to understand assets which earn a solid cash-on-cash return on equity, while always emphasizing downside protection of the capital employed.

The primary objective of the company continues to be generating increased cash flows, and as a result, higher intrinsic value on a per-share basis over the longer term.

It is always important to remind ourselves that there may be occasional periods of time, maybe years, when the market value of any company, for various reasons, may not equate to the intrinsic value of the business. This fact often presents us opportunities to acquire assets in the public market at less than intrinsic value, but can similarly affect your shareholdings in our company for periods of time. Given the “bearishness” that exists in the capital markets today, this is probably more important to note than usual.

And, while I personally sign this letter, I respectfully do so on behalf of all of the members of the Brookfield team, who collectively generate the results for you. Please don’t hesitate to contact any of us, should you have suggestions, questions, comments, or investment ideas.

J. Bruce Flatt

Managing Partner

February 7, 2008

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual 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 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 targeted 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”, “typically”, “expect”, “think”, “potentially”, “encouraging”, “principally”, “tend”, “primarily”, “generally”, “represent”, “anticipate”, “position”, “intend”, “estimate”, “encouraging”, “expanding”, “scheduled”, “should”, “endeavour”, “promising”, “seeking”, “often” 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” are predictions of or indicate future events, trends or prospects and which do not relate to historical matters or identify forward-looking statements. Although Brookfield Asset Management believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors 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; 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 including 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. Except as may be required by law, 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

This Annual Report and accompanying consolidated financial statements make reference to cash flow from operations on a total and per share basis. Management uses cash flow from operations as a key measure to evaluate performance and to determine the underlying value of its businesses. The consolidated statements of cash flow from operations provides a full reconciliation between this measure and net income. Readers are encouraged to consider both measures in assessing Brookfield’s results.

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Management’s Discussion and Analysis of Financial Results

CONTENTS
		Page
Part 1	Introduction	10
Part 2	Performance Review	12
Part 3	Business Strategy	37
Part 4	Business Environment and Risks	41
Part 5	Description of Operating Platforms	48
Part 6	Capital Resources and Liquidity	60
Part 7	Analysis of Consolidated Financial Statements	66
Part 8	Supplemental Information	74

PART 1 – INTRODUCTION

The information in this Management Discussion and Analysis of Financial Results (“MD&A”) should be read in conjunction with our audited consolidated financial statements, which are included on pages 83 through 115 of this report. Additional information, including the company’s Annual Information Form, is available on the Corporation’s web site at www.brookfield.com and on SEDAR’s web site at www.sedar.com. For additional information on each of the five most recently completed financial years, please refer to the table on page 116 of this report.

BUSINESS OVERVIEW

Brookfield is a global asset management company, with a primary focus on property, power and infrastructure assets. We have established leading operating platforms in these sectors and, through them, own and manage a broad portfolio of high quality assets that generate long-term cash flows and opportunities for value creation for us and our clients. We create value for our shareholders by increasing, over time, the cash flows generated by managing these assets for our clients as well as from the capital that we have invested alongside our clients.

BASIS OF PRESENTATION

We have organized the MD&A on a basis that is consistent with how we operate the business. We organize our activities into a Corporate Group and individual Operating Platforms which focus on a specific business segment. These platforms include commercial properties, power generation, infrastructure, development and other properties, specialty funds and advisory services.

We make a distinction within our operating platforms between Asset Management and Operations. We characterize Asset Management as including, among other things: strategic oversight, investment analysis, capital allocation and advisory and other specialized services such as investment banking, facilities management and property leasing. Operations represent the balance of activities directly associated with the underlying businesses. Accordingly, we segregate our financial results between Asset Management and Operations. We also segregate our financial results and our assets, liabilities and capital by Operating Platform.

In reporting our asset management activities, we recognize not only the results of the asset management activities that we perform on behalf of our clients, but also in respect of our own capital. We do this in order to present our results and margins on a consistent and more meaningful basis. For capital invested by us in established funds, we report the related

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fees on the same terms as our clients. For the balance of our capital that is invested directly in similar assets, we attribute cash flows by applying a percentage fee to the estimated value of the operations. While this attribution is currently an internal allocation, we intend to provide co-investors the opportunity to participate in many of these assets over time, which will replace this attribution with cash flows from third parties and provide us with additional capital to expand our operating platforms in the process.

We use operating cash flow as a key measure of our financial performance. This is a non-GAAP measure and differs from net income, and may differ from definitions of operating cash flow used by other companies. We define operating cash flow as net income prior to such items as depreciation and amortization, future income tax expense and certain non-cash items that in our view are not reflective of the underlying operations.

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 represent our pro rata interest in the underlying net assets and cash flows. They 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. Similarly, cash flows are represented net of carrying charges associated with related liabilities and cash flow attributable to related non-controlling interests. Net invested capital and net operating cash flows, in our view, represent a more consistently comparable basis of presentation than our consolidated financial statements which include our operations under various methods, including equity accounting, proportional consolidation and full consolidation.

We provide reconciliations between this basis of presentation in the MD&A and our consolidated financial statements. In particular, we reconcile operating cash flow and net income on page 30. The tables on pages 72 and 73 provide a reconciliation between our consolidated financial statements and basis of presentation used herein.

Unless the context indicates otherwise, references in this MD&A 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 financial data included in the MD&A has been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and specified non-GAAP measures unless otherwise noted. All figures are presented in U.S. dollars, unless otherwise noted.

Brian D. Lawson	Sachin G. Shah
Managing Partner and Chief Financial Officer	Senior Vice President, Finance
February 7, 2008

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PART 2 – PERFORMANCE REVIEW

SUMMARY

In this section we review our performance during 2007, our financial position at year end and our outlook for 2008. Further details on our operations and financial position are contained within Part 5 – Description of Operating Platforms beginning on page 48.

Operating cash flow totalled $1.9 billion for the year compared with $1.8 billion in 2006 and $0.9 billion in 2005. This represents an increase of 6% over 2006 and is more than double the cash flows reported in 2005. Excluding the impact of realization gains, operating cash flows increased by 46% over the comparable 2006 results.

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS, EXCEPT PER SHARE AMOUNTS)	2007		2006		2005
Operating cash flow
– total	$	1,907	$	1,801	$	908
– per share 1		3.11		2.95		1.46
– prior to realization gains		1,736		1,191		908

^{1 Adjust to reflect three-for-two stock split}

We continued to make progress in expanding our asset management activities and associated income through the acquisition of additional assets and expansion into new geographic regions. This has resulted in increases in both assets and capital under management, a higher level of annualized base fee revenues and increases in the amount of accumulated performance returns such as performance fees, carried interest participations and incentive distributions. We recorded improved results across most of our operating platforms, particularly in our property and specialty fund groups, which generated strong investment returns for ourselves and our clients. We also experienced strong performance within our private equity and financial asset portfolios, which more than offset the impact of lower water levels on our power generation facilities as well as the impact of weakness in the U.S. housing markets. The increase in 2006 operating cash flow from the 2005 results reflected a higher level of realization gains, expansion of our operating platform through acquisitions and the impact of above average water flows on our power generation business.

Realization gains contributed $171 million during 2007 compared with $610 million in 2006. Realization gains are gains or losses that arise on transactions involving long-term assets and liabilities, such as a disposition or change in ownership. We do not include gains or losses that relate to shorter-term items such as financial assets or assets held in opportunity or restructuring funds, because these are a regular part of ongoing activities. The timing of realization gains is, due to their nature, difficult to predict, however, they do reflect a portion of the increase in the underlying value of our operations and represent an important part of our long-term returns.

The following table presents net income for the past three years determined in accordance with Canadian GAAP. We do not utilize net income as a key metric in assessing the performance of our business because, in our view, it contains measures that may distort the ongoing performance and intrinsic value of the underlying operations. Nevertheless we recognize the importance of net income as a key measure for many users and provide a full discussion of our net income and a reconciliation to operating cash flow.

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS, EXCEPT PER SHARE AMOUNTS)	2007		2006		2005
Net income
– total	$	787	$	1,170	$	1,662
– per share 1		1.24		1.90		2.72
– prior to realization gains and accounting change		941		624		562

^{1 Adjust to reflect three-for-two stock split}

Net income prior to realization gains and a change in accounting policy was $941 million compared with $624 million last year and $562 million in 2005. The increase in each of 2007 and 2006 over prior years reflects increases in operating cash flow noted above, offset by depreciation on recently acquired assets. We reconcile net income to operating cash flow on page 30.

Realization gains included in net income totalled $177 million in 2007, representing the $171 million of net gains included in operating cash flows as noted above and a $6 million recovery of non-cash accounting tax provisions net of minority interests. Realization gains included in net income during 2006 totalled $546 million, and differs from the $610 million of gains included in operating cash flow due to non-cash tax provisions net of minority interest totalling $64 million. Realization gains in 2005 represented an after-tax gain of $1.1 billion on the sale of a large legacy investment.

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The change in accounting policy resulted in an accrued gain of $331 million on an investment sold during the year being recorded directly in opening retained earnings as opposed to net income due to prescribed changes in accounting guidelines.

We measure our performance against two specific criteria which are set out in the following table together with our annual performance over the past five years:

	Long-term	Five-Year	Annual Results
FOR THE YEARS ENDED DECEMBER 31	Objective	Results	2007		2006		2005		2004		2003
Operating cash flow and gains per share 1			$	3.11	$	2.95	$	1.46	$	1.03	$	0.95
Annual growth	12%	35%		5%		102%		41%		8%		35%
Cash return on book equity per share	20%	25%		30%		34%		21%		19%		18%

^{1 Adjust to reflect three-for-two stock split}

Annual cash flow growth in 2007 was below our long-term objective, however this is largely due to the particularly strong results and higher level of realization gains recorded in 2006. Annualized growth over the last five years was 35%. We achieved a 30% cash return on equity during 2007 and a 25% average return over the past five years.

The results for the five years ending in 2007 and the year ended 2006, respectively, exceed our long-term expectations. Accordingly, shareholders should not expect us to generate this rate of growth on an ongoing basis.

Segmented Operating Results

The following table distinguishes our operating cash flows between the operating returns on our invested capital and the returns from our asset management activities:

	2007									2006
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Asset Management			Operations			Total Platform			Asset Management			Operations			Total Platform
Operating platforms	$	695		$	1,479		$	2,174		$	483		$	1,165		$	1,648
Cash and financial assets		—			695			695			—			396			396
Realization gains		—			158			158			—			610			610
		695			2,332			3,027			483			2,171			2,654
Unallocated costs		(264	)		(488	)		(752	)		(192	)		(414	)		(606	)
		431			1,844			2,275			291			1,757			2,048
Co-investor interests		(65	)		(303	)		(368	)		(54	)		(193	)		(247	)
	$	366		$	1,541		$	1,907		$	237		$	1,564		$	1,801

Our asset management activities generated $366 million of operating cash flow during 2007 compared with $237 million during 2006. These results include base management fees and performance returns from existing funds, as well as fees attributed to assets that we manage on our own behalf that are not yet held through funds. The increase is due to a higher level of capital deployed compared to 2006.

Our operating platforms contributed $1.5 billion of operating cash flow prior to realization gains and unallocated costs, representing an increase of 27% over 2006, due to continued growth and strong performance in a number of our operations. These results are net of fees charged in respect of asset management activities. We discuss these results in greater detail in the Operating Platforms Section beginning on page 16.

Investment income generated from our financial assets and other activities increased to $695 million reflecting a higher level of investment gains over the prior year. Realization gains were significantly higher in 2006, more than offsetting the positive variance in investment income, as we realized gains on the monetizations of a number of our long-term assets during that year in the process of establishing new funds and other activities.

The increase in unallocated costs reflects the expansion in our operating platforms as well as an increased level of activity devoted to the development of new operating platforms and the expansion of our asset management capabilities, as well as a modest increase in interest costs.

Brookfield Asset Management    |    2007 ANNUAL REPORT        13

Co-investor interests are comprised principally of the cash flows attributable to minority shareholders of Brookfield Properties Corporation as all other cash flows are shown net of the associated co-investor interests as explained under Basis of Presentation.

Overview of Asset Management Results

The following table summarizes asset management income and fees generated for the past two years. “Total” represents fee income generated by the assets and capital under management on a 100% basis, including amounts attributed to the capital we have invested in established funds with co-investors as well as assets that are held directly by Brookfield, whereas “Third Party” amounts represent only amounts earned by us from assets and capital managed on behalf of clients (i.e. it excludes operating cash flow generated on our own capital, which is eliminated in preparing our financial statements in accordance with GAAP).

The following table sets out the key components of revenues from core asset management activities:

	Total						Third Party
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007			2006			2007		2006
Base management fees	$	349		$	290		$	104	$	68
Performance returns		12			5			8		3
Transaction fees		116			33			103		31
Property services		184			139			166		139
Investment banking		34			16			34		16
		695			483			415		257
Direct operating costs		(264	)		(192	)		—		—
Co-investor interests in consolidated operations		(65	)		(54	)		—		—
	$	366		$	237		$	415	$	257

Base management fees are a key measure in assessing the growth of our business. They increased during 2007 as a result of new funds and increases in the amount of capital under management. As at December 31, 2007, annualized base management fees on existing funds and assets under management totalled $160 million (2006 – $100 million), of which $120 million (2006 – $75 million) relates to client capital.

Base management fees include the fees of $104 million (2006 – $68 million) earned from third-party clients, $33 million (2006 – $13 million) from the capital that we have invested in existing funds and $212 million (2006 – $209 million) attributed to assets that are not held in existing funds.

Transaction fees include a substantial fee earned in the first quarter of 2007 in connection with our efforts to establish a North American retail property platform and an associated capital commitment. Transaction fees also include investment fees earned in respect of financing activities and include commitment fees, work fees and exit fees.

Property services fees include property and facilities management, leasing and project management and a range of real estate services. The increase reflects a higher level of activity within our facilities management operations. We provide specialized investment banking services in North America and Brazil. These groups increased fees during the year through the expansion of their operating base and by concluding a number of successful mandates.

The level of performance returns recorded in our results continues to be modest because they tend to materialize later in the life cycle of a fund and because we have elected to follow accounting guidelines that defer recognition in our financial statements. The following table includes performance returns on established funds that we believe have accumulated during the year, but are not included in our reported results. As our funds mature, we expect to be able to recognize an increasing portion of these accumulated fees.

	Total						Third Party
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007			2006			2007			2006
Net performance returns accumulated during the year	$	272		$	100		$	92		$	57
Less: returns reported in financial results		(12	)		(5	)		(8	)		(3	)
Unrecognized performance returns accumulated during the year	$	260		$	95		$	84		$	54

14        Brookfield Asset Management    |    2007 ANNUAL REPORT

The increase in third-party accumulated performance returns, net of direct expenses, that has not been reflected in operating cash flows represents $0.14 per share and $0.09 per share, respectively, during each of 2007 and 2006.

	Total				Third Party
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Accumulated returns, beginning of year	$	95	$	—	$	54	$	—
Accumulated during the year		260		95		84		54
Total accumulated performance returns	$	355	$	95	$	138	$	54

We estimate that approximately $29 million of direct expenses will arise on the realization of the returns that have accumulated to date (2006 – $11 million). The average period of time over which these accumulated returns may be realized is six years, based on the terms of the relevant contracts. We expect that the ultimate receipt of these amounts will not result in any meaningful cash taxes.

Assets Under Management and Invested Capital

The following table presents the book values of total assets under management at the end of December 31, 2007 and December 31, 2006, including our interests and those of our co-investors, capital commitments by our co-investors, and Brookfield’s invested capital measured in terms of consolidated assets and net invested capital.

	Total Assets Under Management				Co-investor Commitments1				Brookfield Invested Capital
									Consolidated Assets				Net Invested
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Operating platforms
Commercial properties	$	30,750	$	21,114	$	2,898	$	2,317	$	25,315	$	17,231	$	4,803	$	3,773
Power generation		6,802		5,390		—		—		6,802		5,390		1,425		1,368
Infrastructure		6,755		4,333		1,192		1,171		4,435		4,333		1,645		864
Development and other properties		9,081		4,913		359		116		9,081		4,913		3,541		1,783
Specialty funds		7,487		7,867		3,547		2,118		2,736		1,797		1,137		1,182
Advisory services		26,237		20,460		26,237		20,460		—		—		—		—
		87,112		64,077		34,233		26,182		48,369		33,664		12,551		8,970
Private equity investments		3,851		3,450		—		—		3,851		3,450		1,336		1,404
Cash and financial assets		1,367		1,673		—		—		1,367		1,673		867		1,149
Other assets		2,010		1,921		—		—		2,010		1,921		2,010		1,921
	$	94,340	$	71,121	$	34,233	$	26,182	$	55,597	$	40,708	$	16,764	$	13,444

1 Includes incremental co-investment capital

Assets under management and invested capital were impacted by three significant transactions during 2007. The acquisition of Multiplex increased total assets under management within our operating platforms by $5.7 billion. This included $2.5 billion of assets in property funds managed by the company and $3.2 billion of directly held property assets. Our net invested capital in Multiplex, net of debt, is approximately $2 billion.

We also acquired $1.9 billion of private timberlands in the U.S. Pacific Northwest for a net investment of approximately $670 million. This resulted in increased assets under management and net invested capital within our infrastructure operations. Consolidated infrastructure assets were relatively unchanged as the addition of the timberlands was offset when we commenced accounting for our Chilean transmission operations on an equity accounted basis.

Within our advisory group, assets under management and co-investor commitments both increased by approximately $6 billion, largely from the acquisition of a Chicago-based real estate securities manager.

Finally, the increase in the value of the Canadian dollar, the British pound and the Brazilian real against the U.S. dollar increased the carrying values of most of the assets denominated in these currencies.

Brookfield Asset Management    |    2007 ANNUAL REPORT        15

Changes in the net invested capital by us in our operations over the past two years are shown in the following table:

	Change in Brookfield’s Net Invested Capital
PERIODS ENDING DECEMBER 31 (MILLIONS)	2006/2007			2007			2006
Operating platforms
Commercial properties	$	1,742		$	1,030		$	712
Power generation		228			57			171
Infrastructure		1,299			781			518
Development and other properties		2,421			1,758			663
Specialty funds		638			(45	)		683
Total operating platforms		6,328			3,581			2,747
Private equity investments		43			(68	)		111
Cash and financial assets		(1,263	)		(282	)		(981	)
Other assets		219			89			130
		5,327			3,320			2,007
Net invested capital – beginning of period		11,437			13,444			11,437
– end of period	$	16,764		$	16,764		$	13,444

Net capital invested in our operating platforms increased by $6.3 billion, mostly in our property and infrastructure operations. Capital invested in cash and financial assets declined as we monetized a number of investments to capture value appreciation and fund the expansion of our operating base.

OPERATING PLATFORMS

In this section, we review the results of our principal operating platforms. Further details on our activities can be found in Part 5 – Description of Operating Platforms beginning on page 48.

The following table presents our operating cash flows for the past two years on a segmented basis. The results are classified by operating platforms and separated between the cash flows attributable to our asset management activities and those generated from the capital invested by us in our operating platforms. The cash flows in this section are presented on a net basis (i.e. after deducting associated interest expense and co-investor interests) unless otherwise noted.

							Net Operating Cash Flow
	Total Operating Cash Flow						2007									2006
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007			2006			Asset Management			Operations			Total Platform			Asset Management			Operations			Total Platform
Asset management income	$	415		$	257
Operating platforms
Commercial properties		1,566			1,023		$	351		$	483		$	834		$	277		$	434		$	711
Power generation		611			620			68			193			261			62			275			337
Infrastructure		318			206			36			76			112			14			61			75
Development and other properties		412			466			24			279			303			22			225			247
Specialty funds		381			229			143			323			466			56			150			206
Advisory services		—			—			73			—			73			52			—			52
Private equity investments		225			82			—			125			125			—			20			20
Cash and financial assets		702			413			—			695			695			—			396			396
Realization gains		231			633			—			158			158			—			610			610
		4,861			3,929			695			2,332			3,027			483			2,171			2,654
Unallocated expenses
Financing		(1,786	)		(1,185	)		—			(302	)		(302	)		—			(286	)		(286	)
Operating costs		(464	)		(333	)		(264	)		(180	)		(444	)		(192	)		(124	)		(316	)
Current income taxes		(68	)		(142	)		—			(6	)		(6	)		—			(4	)		(4	)
Co-investor interests in consolidated operations		(636	)		(468	)		(65	)		(303	)		(368	)		(54	)		(193	)		(247	)
	$	1,907		$	1,801		$	366		$	1,541		$	1,907		$	237		$	1,564		$	1,801

16        Brookfield Asset Management    |    2007 ANNUAL REPORT

Commercial Properties

The following table summarizes the net operating cash flows contributed by our commercial property operations.

	Total Operating Cash Flow				Net Operating Cash Flow
						2007							2006
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		Asset Management		Operations			Total   Platform		Asset Management		Operations			Total Platform
Office properties	$	1,518	$	985	$	—	$	610		$	610	$	—	$	536		$	536
Retail properties		48		38		—		19			19		—		19			19
		1,566		1,023		—		629			629		—		555			555
Asset management and property services1		—		—		351		(146	)		205		277		(121	)		156
	$	1,566	$	1,023	$	351	$	483		$	834	$	277	$	434		$	711

1 Prior to operating costs

Property operations contributed net operating cash flow of $834 million in 2007 compared to $711 million in 2006. Operations contributed $629 million in 2007, modestly higher than 2006. Asset management activities contributed higher levels of operating cash flow during 2007 due to the establishment of new funds during 2006 and 2007, and increases in invested capital as a result of acquisitions.

The following table summarizes assets under management and invested capital in our commercial property operations:

	Total Assets Under Management				Co-investor Commitments				Brookfield Invested Capital
										Consolidated				Net Invested Capital
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Office properties	$	29,052	$	20,314	$	2,298	$	1,717	$	23,617	$	17,016	$	4,700	$	3,745
Retail properties		1,698		800		600		600		1,698		215		103		28
	$	30,750	$	21,114	$	2,898	$	2,317	$	25,315	$	17,231	$	4,803	$	3,773

Assets under management, co-investor commitments and invested capital in our commercial office properties all increased with the Multiplex acquisition as discussed earlier. In addition, carrying values increased due to currency appreciation on Canadian properties and the purchase of minority interests in our two flagship Boston properties for approximately $500 million, bringing our interest in these properties to 100%. Net invested capital increased by $955 million, which represents the net capital invested by us in Multiplex’s office property operations offset by the proceeds from refinancing existing properties. We completed a number of acquisitions in our retail property fund, including that of a large portfolio at the end of 2007, which positions us as one of the largest retail mall owners in Brazil.

Office Properties

Our commercial office portfolios contributed total operating cash flow of $1.5 billion during 2007 compared to $1.0 billion in 2006. After deducting interest expenses and the interests of co-investors in these operations, the net operating cash flow was $610 million compared to $536 million in 2006. The following table shows the sources of operating cash flow by geographic region:

	Operating Cash Flow
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007			2006
North America	$	1,416	$	857	$	1,416		$	857
Australasia		62		—		62			—
Europe		40		128		40			128
		1,518		985		1,518			985
Interest expense		—		—		(812	)		(442	)
Co-investors’ interests		—		—		(96	)		(7	)
	$	1,518	$	985	$	610		$	536

Brookfield Asset Management    |    2007 ANNUAL REPORT        17

Total operating cash flow increased by $533 million or 54% over 2006 due primarily to the acquisition of a large commercial office portfolio in late 2006. The acquisition was partially funded with property-specific debt and co-investor capital, which contributed towards the $459 million increase in carrying charges and co-investor interests. After taking these items into consideration, net operating cash flows increased by $74 million or 14%.

The following table sets out the variances in operating cash flows:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		Variance
Same properties	$	735	$	696	$	39
Acquired properties		628		149		479
Dividend from Canary Wharf		—		87		(87)
Disposition gains		145		44		101
Other		10		9		1
Total operating cash flow		1,518		985		533
Interest expense and co-investor interests		(908)		(449)		(459)
Net operating cash flow	$	610	$	536	$	74

We achieved growth in same property operating cash flow of $39 million or 6% in 2007, due to new leasing in favourable market conditions. We leased 8.8 million square feet in our North American portfolio during 2007 at an average net rent of $30 per square foot, replacing leases that averaged $21 per square foot. Average in-place net rents across the portfolio have increased to $24 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 as well as favourable currency appreciation. We continue to manage our portfolios and tenant relationships on a proactive basis, which can lead to opportunities to re-lease space for increased yields and gains.

Property acquisitions were responsible for most of the increase in operating cash flows, which is to be expected given the stable nature of our long-term lease portfolio and the high credit quality of our tenants. The increase was $79 million after taking incremental borrowing costs into consideration. We acquired a major portfolio in the United States in late 2006 which increased total operating cash flows by $408 million (2006 – $75 million) and net operating cash flows by $57 million (2006 – $18 million) after deducting interest expenses and co-investor interests. The acquisition of Multiplex in October 2007 contributed $62 million of total operating cash flow and $9 million of net operating cash flow.

Borrowing costs and co-investor share of net operating cash flows increased by $459 million over 2006, of which $294 million related to the U.S. portfolio and $53 million to the Multiplex portfolio. Borrowing costs associated with existing properties increased as a result of refinancing underlevered properties at attractive yields which reduced net operating cash flow but improved return on capital.

Retail

The acquisition of properties within our retail fund resulted in increases in assets under management, consolidated assets and net invested capital. Co-investor commitments remained unchanged during the year, and the fund is now virtually fully invested.

Total operating cash flows increased to $48 million in 2007 compared to $38 million in 2006. The increase reflects a disposition gain in 2007 of $8 million and the impact of acquisitions and higher sales within existing properties. Net operating cash flow was unchanged at $19 million as the increase in total operating cash flows was offset by integration costs and the reduction in our interest in these properties from 100% to 25% upon their transfer into our retail fund.

	Operating Cash Flow
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Retail properties 1	$	48	$	38	$	48	$	25
Interest expense		—		—		(6)		(4)
Cash taxes and other expenses		—		—		(10)		—
Co-investors’ interests		—		—		(13)		(2)
	$	48	$	38	$	19	$	19

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

18        Brookfield Asset Management    |    2007 ANNUAL REPORT

We received proceeds of $251 million in 2006 and recorded a gain of $79 million. The fund completed a major acquisition at the end of 2007 of a 1.7 million square foot portfolio of high quality properties. As a result, the fund is now fully invested and is expected to generate increased cash flows.

Net operating cash flows reflect interest costs on property-specific debt as well as the interests of our co-investors, who have owned 75% of the fund since the fourth quarter of 2006 and accordingly reduced our share of net operating income in 2007.

Asset Management – Commercial Properties

	2007						2006
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Total		Operations		Third Party		Total		Operations		Third Party
Asset management	$	185	$	(146)	$	39	$	138	$	(121)	$	17
Property services		166		—		166		139		—		139
	$	351	$	(146)	$	205	$	277	$	(121)	$	156

Asset management fees from third-party clients increased by $22 million to $39 million in 2007. Fees attributed to our investment in these operations increased by $25 million to $146 million, a 21% increase, reflecting the higher level of capital that we have invested in established funds and directly held assets. Property services fees increased with a higher level of activity.

Power Generation

The following table summarizes the net operating cash flow generated by our power generating operations during 2007 and 2006:

	2007						2006
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Asset Management		Operations		Total Platform		Asset Management		Operations		Total Platform
Operations	$	—	$	261	$	261	$	—	$	337	$	337
Asset management		68		(68)		—		62		(62)		—
	$	68	$	193	$	261	$	62	$	275	$	337

The contribution from operations declined by $76 million from $337 million in 2006 to $261 million in 2007. This reflected a decline in net operating income from our hydroelectric facilities due to lower water levels as well as increased carrying charges.

We increased installed capacity during the year by 117 megawatts through the addition of 18 facilities with expected annual generation of 500 gigawatt hours. We acquired five facilities in North America with installed capacity of 28 megawatts at a cost of $67 million. We added 13 facilities in Brazil through acquisitions and development at a total cost of $188 million. In addition, we have six hydroelectric facilities under construction at year end that will expand our capacity by a further 145 megawatts at a total projected cost of $352 million.

	Total Assets Under Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Hydroelectric generation	$	4,299	$	3,756	$	—	$	—	$	4,299	$	3,756	$	4,299	$	3,756
Wind, pumped storage and cogeneration		602		493		—		—		602		493		602		493
Development		236		60		—		—		236		60		236		60
		5,137		4,309		—		—		5,137		4,309		5,137		4,309
Cash and financial assets		784		618						784		618		784		618
Working capital		881		463						881		463		2		44
Property-specific and subsidiary debt														(4,285)		(3,388)
Co-investor interests														(213)		(215)
	$	6,802	$	5,390	$	—	$	—	$	6,802	$	5,390	$	1,425	$	1,368

The book value of total assets under management and consolidated assets increased by $1.4 billion to $6.8 billion from $5.4 billion at the end of last year due primarily to currency appreciation as well as higher levels of working capital and the acquisition of facilities in North America ($67 million) and Brazil ($188 million). Net invested capital increased by a smaller amount due to the offsetting impact of currency appreciation on non-U.S. debt and because much of the acquisition cost was funded through project financings on the acquired assets and by financings arranged on existing assets. The increase in operating cash flows over the past number of years has increased the value of our existing assets enabling us to arrange additional project financing while continuing to maintain a conservative investment grade capitalization.

Brookfield Asset Management    |    2007 ANNUAL REPORT        19

We believe the intrinsic value of our power assets is much higher than the book value because the assets have either been acquired at attractive prices or held for many years and therefore depreciated for accounting purposes which, in our view, is inconsistent with the nature of hydroelectric generating assets. We have also been successful in acquiring, developing and upgrading many of our facilities on an attractive basis and higher fossil fuel prices have resulted in significantly expanded operating margins for hydroelectric facilities, which have very low operating costs.

The following table summarizes the total and net operating cash flows contributed by our power generating operations during the past two years:

					Operating Cash Flow
		Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)		2007		2006		2007			2006			Variance
Hydroelectric generation
North America
United States	$	292	$	318	$	292		$	318		$	(26	)
Canada		171		221		171			221			(50	)
Brazil		68		41		68			41			27
Total hydroelectric generation		531		580		531			580			(49	)
Wind energy		33		5		33			5			28
Co-generation and pumped storage		47		35		47			35			12
Total other generation		80		40		80			40			40
Total operating cash flows		611		620		611			620			(9	)
Other expenses						(7	)		(2	)		(5	)
Interest expenses						(289	)		(235	)		(54	)
Non-controlling interests						(54	)		(46	)		(8	)
Operating cash flow	$	611	$	620	$	261		$	337		$	(76	)

Total operating cash flows were $611 million in 2007 compared to $620 million in 2006. These results are impacted principally by realized prices and the level of generation which are discussed in the following sections. Net operating cash flows, which reflect interest expenses and co-investor interests, were $261 million in 2007, a decline from $337 million in 2006. Interest expense increased by $54 million reflecting financings completed since the first quarter of 2006, as well as the impact of currency fluctuations on non-U.S. financings.

Realized Prices and Operating Margins

Realized prices from our hydro portfolio increased by 6% over 2006 levels 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 year were generally in line with those of 2006; however, the shorter-term financial contracts under which power was sold were at higher prices. We also generated a higher proportion of our power in higher priced regions than in 2006. 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
FOR THE YEARS ENDED DECEMBER 31 (GWH AND $ MILLIONS)	Actual Production	Realized Revenues		Operating Costs		Operating Cash Flows		Actual Production	Realized Revenues		Operating Costs		Operating Cash Flows
Ontario	1,852	$	144	$	47	$	97	2,059	$	150	$	39	$	111
Quebec	1,407		83		24		59	2,032		118		24		94
New England	1,489		77		30		47	1,438		82		27		55
New York	3,357		210		76		134	3,857		229		69		160
Other	2,786		261		67		194	2,362		211		51		160
Total	10,891	$	775	$	244	$	531	11,748	$	790	$	210	$	580
Per MWh		$	71	$	22	$	49		$	67	$	18	$	49

20        Brookfield Asset Management    |    2007 ANNUAL REPORT

The increase in operating costs relates 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 higher Canadian dollar on our Canadian operations.

The contribution from our non-hydro facilities is set forth in the following table. Cash flows increased 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
FOR THE YEARS ENDED DECEMBER 31 (GWH AND $ MILLIONS)	Actual Production	Realized Revenues		Operating Costs		Operating Cash Flows		Actual Production	Realized Revenues		Operating Costs		Operating Cash Flows
Co-generation and pumped storage	1,493	$	147	$	100	$	47	1,168	$	100	$	65	$	35
Wind energy	478		41		8		33	100		7		2		5
Total	1,971	$	188	$	108	$	80	1,268	$	107	$	67	$	40
Per MWh		$	95	$	55	$	40		$	84	$	53	$	31

Generation

Our facilities produced 12,862 gigawatt hours of electricity during 2007, compared with 13,016 gigawatt hours during 2006 and 10,930 gigawatts hours in 2005. We produced 1,684 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 827 gigawatt hours from hydroelectric facilities acquired or developed during 2006 and 2007. Hydroelectric generation was 10% below expected long-term averages for the portfolio as a whole and 7% below 2006 levels. 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 during 2008, assuming normal water conditions prevail. Our wind facilities, which started operations in the fourth quarter of last year, generated 478 gigawatt hours, slightly lower than our expected long-term average.

The following table summarizes generation over the past three years:

FOR THE YEARS ENDED DECEMBER 31 (GIGAWATT HOURS)		Actual Production			Variance to
	Long-Term   Average	2007	2006	2005	Long Term Average		2006		2005
Existing capacity	10,680	9,547	11,231	9,822	(1,133	)	(1,684	)	(275	)
Acquisitions – during 2006	1,185	1,118	517	—	(67	)	601		1,118
Acquisitions – during 2007	250	226	—	—	(24	)	226		226
Total hydroelectric operations	12,115	10,891	11,748	9,822	(1,224	)	(857	)	1,069
Wind energy	534	478	100	—	(56	)	378		478
Co-generation and pump storage	1,168	1,493	1,168	1,108	325		325		385
Total generation	13,817	12,862	13,016	10,930	(955	)	(154	)	1,932

The contribution from our pumped-storage, co-generation and wind facilities increased by $40 million, reflecting a full year of operation for our northern Ontario wind energy system and a higher contribution from pumped-storage operations.

The $62 million increase in carrying charges and co-investor interests is due principally to interest expense on debt incurred to acquire and develop new facilities as well as currency appreciation on interest paid on non-U.S. debt. We have invested in our operating base over the past two years, increasing our installed capacity over this period by 15% to 3,891 megawatts and our annual generating capacity by 18% to 13,817 gigawatt hours.

Asset Management – Power Generation

Asset management cash flow is determined by applying a fixed percentage fee to our estimated value of the equity capital invested in these operations. This is an internal allocation that is intended to be consistent with comparable asset management fees incurred elsewhere in our operations.

Brookfield Asset Management    |    2007 ANNUAL REPORT        21

Infrastructure

Our infrastructure operations consist of timber and electrical transmission operations in the United States, Canada, Chile and Brazil that are owned through a number of managed funds and through direct interests. The net operating cash flows contributed by these operations are summarized in the following table:

	2007							2006
FOR THE YEAR ENDED DECEMBER 31 (MILLIONS)	Asset Management		Operations			Total   Platform		Asset Management		Operations			Total Platform
Timberlands	$	—	$	40		$	40	$	—	$	32		$	32
Transmission		—		62			62		—		37			37
		—		102			102		—		69			69
Asset management		36		(26	)		10		14		(8	)		6
	$	36	$	76		$	112	$	14	$	61		$	75

The principal change in the financial position of our infrastructure operations was the acquisition of the U.S. Pacific Northwest timberlands as noted in the following table:

	Total Assets Under Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Timberlands	$	3,675	$	1,190	$	315	$	340	$	3,675	$	1,190	$	1,025	$	315
Transmission		3,080		3,143		877		831		760		3,143		620		549
	$	6,755	$	4,333	$	1,192	$	1,171	$	4,435	$	4,333	$	1,645	$	864

Co-investor commitments represent capital committed by clients to our western Canadian and eastern North American timber funds and the Chilean transmission operations. We commenced accounting for the Chilean transmission operations on an equity basis, as opposed to full consolidation, following a change in the capitalization of the ownership structure which reduced our consolidated assets. Our economic interest was not impacted.

In January 2008 we transferred a number of our ownership interests to Brookfield Infrastructure Partners, a specialty issuer listed on the New York Stock Exchange. We will own 40% of and manage Brookfield Infrastructure pursuant to a long-term agreement. The remaining 60% of Brookfield Infrastructure was distributed to existing Brookfield shareholders. Brookfield Infrastructure will be our primary acquisition vehicle for infrastructure businesses. The establishment of Brookfield Infrastructure is intended to provide investors with what is, in our opinion, a relatively unique and attractive opportunity to invest directly in the infrastructure asset class through a publicly listed security. This also expands the amount of committed capital that we manage and should provide an additional source of capital to fund continued growth in this sector.

Timber

Timber operations contributed $40 million during 2007 compared with $32 million in 2006. The increased contribution during 2007 reflects improved performance by our coastal British Columbia operations, which met our operating targets notwithstanding an industry strike that adversely impacted results in the second half of the year.

	Total				Operating Cash Flow
					Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007			2006			Variance
Timberlands	$	158	$	87	$	158		$	87		$	71
Interest expense						(85	)		(29	)		(56	)
Co-investors’ interests						(33	)		(26	)		(7	)
	$	158	$	87	$	40		$	32		$	8

Total operating cash flow from our western North American operations increased substantially due to the acquisition of timberlands in the U.S. Pacific Northwest in April of 2007. The associated debt financing also resulted in higher interest costs, which had an offsetting impact on net operating cash flow. As a result, net contribution from the U.S. Pacific Northwest operations, which were acquired in the second quarter of 2007, was minimal after deducting associated interest costs. The slowdown in the U.S. homebuilding industry resulted in lower demand and prices for premium species

22        Brookfield Asset Management    |    2007 ANNUAL REPORT

such as high quality Douglas-fir. We responded by exploiting the flexibility inherent in timber management which allows us to defer harvesting until prices recover and instead increased harvest levels of whitewood species where margins, although lower than Douglas-fir, held up better.

We increased our harvesting activities in the first half of the year due to the possibility of the strike, which provided us with surplus inventory to work with. Pricing was also better than expected. The operating results compared favourably with the 2006 results, which had been adversely impacted by a prolonged fire season, and adverse weather conditions in the second half of that year.

The following table summarizes the operating results from our timber operations:

	2007				2006
FOR THE YEARS ENDED DECEMBER 31 ($ MILLIONS)	Sales (m3)	Revenue		Harvest (m3)	Sales (m3)	Revenue		Harvest (m3)
Western North America
Douglas-fir	2,092,200	$	191	2,004,400	1,235,800	$	120	1,209,000
Whitewood	1,317,800		87	1,232,200	835,900		47	652,000
Other	353,200		51	353,500	241,600		26	233,000
	3,763,200		329	3,590,100	2,313,300		193	2,094,000
Other	1,920,300		89	1,912,000	1,758,600		78	1,724,700
	5,683,500	$	418	5,502,100	4,071,900	$	271	3,818,700

We sold 5.7 million cubic metres of timber during 2007 compared to 4.1 millions cubic metres during 2006. The U.S. Pacific Northwest operations contributed 1.4 million cubic metres, which represents most of the increase.

Transmission

Transmission operations contributed $62 million of operating cash flow, net of carrying charges and co-investor interests, compared with $37 million during 2006 as shown in the following table:

					Operating Cash Flow
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		Variance
Transmission facilities and investments
Chile	$	114	$	91					$	23
North America		31		28						3
Brazil		15		—						15
		160		119	$	160	$	119		41
Other expenses						(4)		(8)		4
Interest expense						(65)		(55)		(10)
		160		119		91		56		35
Co-investors’ interests						(29)		(19)		(10)
	$	160	$	119	$	62	$	37	$	25

The increase is due almost entirely to acquisitions of a transmission system in Chile in June 2006 and interests in five Brazilian transmission systems in August 2006. These operations performed in line with expectations, as did our northern Ontario transmission and distribution operations.

The Chilean and Ontario transmission operations performed in line with expectations during the year. In addition, we reported our share of the results of the Brazilian systems, which were acquired at the end of the third quarter of 2006. Net operating income within the Chilean operations prior to interest expense was $208 million in 2007, compared to $98 million in 2006.

Effective June 30, 2007, we began 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 from these operations, after deducting interest costs and co-investor interests, was $24 million during 2007, compared to $13 million during our six months of ownership in 2006.

Brookfield Asset Management    |    2007 ANNUAL REPORT        23

Asset Management – Infrastructure

Asset management activities contributed $10 million of revenues from third parties during 2007, compared to $6 million recorded in 2006. The increase is due to a full year contribution from fees associated with our Chilean transmission operations. Total asset management revenues, which include fees earned on our interests in established funds and attributed to directly held interests, increased to $36 million in 2007 from $14 million in 2006 due to the expansion of our timber and transmission interests during 2007 and 2006.

Development and Other Properties

Development and other properties include our opportunity invested funds, residential operations, properties under development and properties held for development.

	2007						2006
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Asset Management		Operations		Total   Platform		Asset Management		Operations		Total Platform
Opportunity investments	$	2	$	38	$	40	$	1	$	14	$	15
Residential		—		260		260		—		231		231
Under development and held for development		—		3		3		—		1		1
		2		301		303		1		246		247
Asset management		22		(22)		—		21		(21)		—
	$	24	$	279	$	303	$	22	$	225	$	247

Assets under management and invested capital approximately doubled during the year, as shown in the following table, largely due to the acquisition of Multiplex:

	Total Assets Under Management				Co-investor   Commitments				Brookfield Invested Capital
									Consolidated				Net Invested Capital
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Opportunity investments	$	1,571	$	1,086	$	159	$	116	$	1,571	$	1,086	$	225	$	132
Residential		2,909		2,403		200		—		2,909		2,403		450		484
Under development		3,400		658		—		—		3,400		658		1,696		418
Held for development		1,201		766		—		—		1,201		766		1,170		749
	$	9,081	$	4,913	$	359	$	116	$	9,081	$	4,913	$	3,541	$	1,783

Assets under management and consolidated assets in our opportunity investments and residential operations both increased by approximately $500 million. Our first opportunity fund was fully invested during the year following a number of acquisitions. Balances in our residential operations increased due to currency appreciation, the continued expansion of our western Canadian operations and higher than normal inventory levels within our U.S. operations. We formed a $400 million joint venture between our U.S. homebuilding unit and an institutional investor to invest in residential land in the United States which represents the co-investor commitments in our residential operations. We believe the timing of this fund will enable us to acquire land positions at favourable values due to current weak market conditions.

The amount of capital invested in properties under development increased by $2.7 billion due mainly to the acquisition of Multiplex, which has $2.3 billion of projects under way. These projects consist of over 70 properties that will contain more than 20 million square feet of leaseable commercial property space and approximately 18,000 residential lots, homes and units. Multiplex has been an active developer of properties in Australasia and Europe for many years. We also continue the construction and redevelopment of several properties in North America.

The carrying values of properties held for development increased by $421 million during the year due to continued investment into Alberta residential land to replenish our land bank in the face of strong growth in this market as well as the acquisition of additional agricultural land in Brazil to support our expanding business of contracting sugar cane production to ethanol producers. The increase in carrying values also reflects currency appreciation on our Canadian and Brazilian properties.

24        Brookfield Asset Management    |    2007 ANNUAL REPORT

Opportunity Investments

	Operating Cash Flow
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Net operating income	$	67	$	42	$	67	$	42
Disposition gains		70		7		28		7
Interest expense		—		—		(54)		(30)
Co-investors’ interests		—		—		(3)		(5)
	$	137	$	49	$	38	$	14

Total operating cash flow increased to $137 million from $49 million due to disposition gains as well as an increased contribution from portfolio operations, although the increase in the contribution from operations is largely offset by increased interest expenses. 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 commercial office portfolios. Our opportunistic investment activities contributed an increase of $24 million over 2006 due primarily to disposition gains. Our first fund is fully invested and is continuing to sell properties that have been successfully repositioned while we continue to invest the capital committed to our second fund.

Residential

We benefitted from the diversification of our residential operations as the impact of the slowdown in the U.S. was offset by continued growth in our Canadian and Brazilian operations. Our Canadian operations, which are concentrated in Alberta, continued to benefit from strong growth in this energy-based economy as well as the stronger currency which increased their contribution to $237 million from $144 million, offsetting the decline in the contribution from our U.S. operations. Our operations in Brazil performed well during 2007.

	Operating Cash Flow
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Residential properties	$	375	$	416	$	375	$	416
Impairment charge – U.S. operations		(103)		—		(103)		—
Interest expense 1						(18)		(23)
Cash taxes						18		(93)
Co-investors’ interests						(12)		(69)
	$	272	$	416	$	260	$	231

¹ Portion of interest expensed through cost of sales

Net operating cash flow increased between 2007 and 2006 as record results in Canada more than offset a slowdown in our U.S. operations.

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 by more than 50%, although 49% of this increase accrues to our co-investors in Brookfield Properties on both a total and net basis. Most of the land holdings were purchased in the mid-1990s or earlier, resulting in particularly strong margins due to continued strong energy investment in Calgary, although the high level of activity is creating some upward pressure on building costs. Operating margins during 2007 were 34% compared to 31% for 2006.

Based on the current market environment, we expect another strong year in 2008 although likely not as strong as the exceptional results in 2007. We own approximately 82,900 lots in these operations of which approximately 6,400 lots were under active development at year end and 76,500 lots are included in development assets because of the length of time that will likely pass before they are actively developed.

Brookfield Asset Management    |    2007 ANNUAL REPORT        25

United States

Our U.S. operations contributed $46 million of cash flow before interest, taxes and non-controlling interests during 2007 as demand for new homes slowed and margins narrowed, compared to $236 million during 2006. In addition, these operations recorded an impairment charge of $103 million on higher cost land inventory positions. The net operating loss from this unit, after deducting interest, taxes and non-controlling interests was $21 million, compared with a contribution of $76 million during 2006. The gross margin from housing sales was approximately 17% compared with 26% last year. We closed 839 units during the year (2006 – 1,181) at an average selling price of $662,000 (2006 – $679,000).

We do not expect the current supply and demand imbalance in these markets to be worked through in a meaningful way during 2008. Net new orders during 2007, which will be recognized in earnings as the transactions close, were 735 units, compared to 960 units achieved in 2006. Backlog at the end of 2007 was 155 units (2006 – 259 units). We own or control 25,400 lots through direct ownership, options and joint ventures.

Brazil

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 year.

Under Development and Held for Development

Properties that are under development and held for development do not contribute meaningful cash flow during the development process as costs are typically capitalized and revenues are applied against these costs.

Specialty Funds

Specialty investment funds, which include our bridge lending, restructuring and real estate finance generated net operating cash flow of $466 million during 2007, more than double the operating results during 2006.

	2007						2006
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Asset Management		Operations		Total   Platform		Asset Management		Operations		Total Platform
Operations
Bridge lending	$	—	$	70	$	70	$	—	$	65	$	65
Restructuring		—		247		247		—		82		82
Real estate finance		—		24		24		—		17		17
		—		341		341		—		164		164
Asset management		143		(18)		125		56		(14)		42
	$	143	$	323	$	466	$	56	$	150	$	206

The following table summarizes the assets and capital in our specialty funds:

	Total Assets Under   Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Bridge lending	$	1,187	$	1,452	$	1,510	$	470	$	488	$	637	$	488	$	622
Restructuring		1,538		977		753		652		1,538		977		361		377
Real estate finance		4,637		5,438		1,225		937		685		183		263		183
Real estate services		125		—		59		59		25		—		25		—
	$	7,487	$	7,867	$	3,547	$	2,118	$	2,736	$	1,797	$	1,137	$	1,182

A number of our bridge loans were repaid during the year, resulting in a lower level of assets under management, consolidated assets and net invested capital. During 2007 we increased co-investor capital committed to our second restructuring fund by $140 million and closed C$935 million in commitments to a junior and senior bridge loan fund, including $240 million in commitments from Brookfield, and our second real estate finance fund, with $450 million in total commitments including $202 million from Brookfield. The increase in assets under management and consolidated assets in our restructuring operations reflects new investments that are accounted for on a fully consolidated basis. Net invested capital was relatively unchanged as the capital invested in these new restructuring initiatives was offset by the recovery of capital from realized investments.

26        Brookfield Asset Management    |    2007 ANNUAL REPORT

Bridge Lending

The contribution from bridge lending operations increased by 8% over 2006 due to higher average outstanding loan balances and commitment fees, together with higher interest rates over much of the year. Operating cash flows, which represent the return on our capital and do not reflect asset management fees, totalled $70 million during 2007 compared to $65 million during 2006. The average level of invested capital over the full year, at $613 million, was relatively consistent with 2006. Associated yields were also relatively consistent year over year.

Restructuring

The following table summarizes the results from our restructuring operations:

	Operating Cash Flow
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Operating cash flow	$	54	$	88	$	54	$	88
Disposition gain – Stelco		231		—		231		—
Settlement gain – Western Forest		—		59		—		59
		285		147		285		147
Other expenses		—		—		(4)		(3)
Interest expense		—		—		(20)		(13)
Non-controlling interests		—		—		(14)		(49)
	$	285	$	147	$	247	$	82

In our restructuring operations, we successfully concluded our involvement with Stelco, with an offer by U.S. Steel to acquire 100% of the company. Our share of the proceeds was approximately $274 million, giving rise to a disposition gain of $231 million. The favourable outcome should also contribute towards meaningful performance income from our carried interest in the fund. The 2006 results included a $59 million net contribution from a western Canadian based lumber producer following the settlement of a dispute between the U.S. and Canada over the export by Canadian producers of softwood lumber. Net operating cash flows excluding these items were $54 million in 2007 compared to $23 million during 2006. The increase reflects a higher level of investor capital and improved performance by our investments.

Real Estate Finance

The real estate finance group increased the level of invested assets by originating a number of high quality investment opportunities resulting in a greater contribution to operating cash flows. We expect to record increased cash flows, assets under management and investment returns from our second real estate finance fund during 2008. These activities contributed $24 million of net operating cash flow during 2007 as shown in the following table:

	Operating Cash Flows
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Real estate finance investments, net of debt	$	68	$	42	$	66	$	42
Less: co-investor interests		(47)		(28)		(47)		(28)
Real estate finance fund		21		14		19		14
Securities – directly held		2		2		2		2
Financial assets – Mortgage REIT		3		1		3		1
	$	26	$	17	$	24	$	17

The portfolio continues to perform in line with our expectations and we expect to receive full payment of interest and principal over the remaining term of our investments.

Asset Management – Specialty Funds

Asset management activities within our specialty funds operations contributed $125 million of third-party income during 2007, up substantially over 2006. A large portion of the increase is due to transaction fees arising from our efforts to establish a major U.S. retail fund by way of an acquisition and associated financing fees. The 2007 results also reflect a higher level of base management fees arising from the follow-on funds in each sector of this business.

Brookfield Asset Management    |    2007 ANNUAL REPORT        27

Advisory Services

We manage equity and fixed income securities and provide investment banking services all with a particular focus on the property and infrastructure sectors. The results of these activities are presented in the following table:

	2007						2006
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Asset Management		Operations		Total   Platform		Asset Management		Operations		Total Platform
Real estate and fixed income securities	$	39	$	—	$	39	$	36	$	—	$	36
Investment banking		34		—		34		16		—		16
	$	73	$	—	$	73	$	52	$	—	$	52

The management of real estate and fixed income securities produced revenues of $39 million, which consist largely of base management fees. Management fees increased over 2006 levels due to growth in assets under management from an average level of $21 billion during 2006 to $23 billion during 2007.

Our real estate investment banking and advisory group contributed $34 million of fees during 2007. The group advised on transactions totalling $9.3 billion in value during the year, and secured a number of prominent mandates.

The following table summarizes assets under management within our advisory activities. We typically do not invest our own capital in these strategies as the assets under management tend to be securities as opposed to physical assets.

	Total Assets Under   Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Real estate and fixed income securities
Fixed income	$	20,210	$	19,711	$	20,210	$	19,711	$	—	$	—	$	—	$	—
Equity		6,027		749		6,027		749		—		—		—		—
	$	26,237	$	20,460	$	26,237	$	20,460	$	—	$	—	$	—	$	—

Assets and capital commitments increased during the year due primarily to the acquisition of a real estate and infrastructure equities manager with $6 billion of securities under management during the fourth quarter of 2007.

Private Equity Investments

The net operating cash flow generated by our private equity investments increased to $125 million from $20 million in 2006. We also recorded increased returns from our insurance operations, following the impact of storm-related losses in the first half of 2006.

	Operating Cash Flow
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Forest products	$	17	$	2	$	—	$	(25)
Infrastructure		6		5		6		5
Business operations		196		73		117		36
Property		6		2		2		4
	$	225	$	82	$	125	$	20

Business operations include our insurance activities, which contributed improved results. These operations had been adversely impacted by storm-related losses in the first half of 2006. We are exploring a variety of options to surface the value of our insurance businesses, which could result in a reduced ownership interest in the future.

We began consolidating the results of Fraser Papers during the third quarter of 2007 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 outflow was $15 million, and represented a net outflow of $22 million after taking into consideration debt and minority interests. In connection with Fraser Papers’ January 2008 equity rights offering, we increased our equity interest to 71% of the outstanding common shares.

28        Brookfield Asset Management    |    2007 ANNUAL REPORT

Consolidated assets increased to $3.9 billion at the end of 2007 compared to $3.5 billion at the end of 2006 due to the consolidation of our investments in Fraser Papers and Banco Brascan for accounting purposes following the increase in our interests in the companies to more than 50%. The incremental amount invested in each case was modest and accordingly our net invested capital remained relatively unchanged at $1.3 billion.

Cash and Financial Assets

Income from our cash and financial assets increased to $695 million from $396 million. The 2007 results include a gain of $378 million on the monetization of an exchangeable debenture during 2007. We sold a number of common share investments during 2007, realizing meaningful gains in the process, which enabled us to report favourable returns on our invested capital in addition to the exchangeable debenture gain. These returns exceed our expectations and shareholders should not expect us to repeat this performance with any degree of certainty.

Operating cash flow includes a net gain of $378 million from the sales of our holdings of exchangeable debentures during the year. This consists of two components: an amount of $331 million which represents the accrued gain on the debentures up to December 31, 2006; and $47 million of income representing the change in value between December 31, 2006 and the time of sale. Under the accounting transitional rules for Financial Instruments, the $331 million portion of the gain 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.

Consolidated cash and financial assets decreased to $1.4 billion during 2007 due to the sale of exchangeable debentures and common shares to capture value appreciation and to fund acquisitions during the year. Net invested capital reflects broker deposit liabilities and a small number of borrowed securities that have been sold short.

As part of our ongoing risk management and value creation activities, we establish market positions using total return swaps and credit derivatives. As at December 31, 2007, we maintain common equity positions with a notional value of $70 million through total return swaps. We also bought protection against widening credit spreads through credit default swaps with a total notional value of $2.4 billion, which have a limited downside and benefit from increases in credit spreads and defaults of the underlying debt. We recorded gains of $129 million during 2007 on these credit default swaps.

Financing Costs

Financing costs include interest expense on corporate borrowings, certain subsidiary borrowings and capital securities as set out in the following table.

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		Variance
Corporate borrowings	$	146	$	126	$	20
Subsidiary borrowings		66		64		2
Capital securities		90		96		(6	)
	$	302	$	286	$	16

Interest on corporate borrowings increased during the year due to a higher level of average borrowings that were incurred in the course of expanding our operating base.

Operating Costs

Operating costs relate to our asset management and corporate activities.

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		Variance
Asset management
Asset management activities	$	111	$	69	$	42
Property services		153		123		30
		264		192		72
Corporate and other costs		180		124		56
	$	444	$	316	$	128

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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 $193 million in 2006 to $291 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.

We have continued to invest in our business as we grow, which has resulted in higher operating costs, and also incurred a number of transaction and other costs related to growth initiatives. We believe this investment will enable us to expand our business without a commensurate increase in costs, thereby resulting in expanded margins.

Co-investor Interests in Consolidated Operations

Co-investor interests relate primarily to the 49% minority equity interest held by others in our North American property subsidiary, Brookfield Properties Corporation.

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		Variance
Asset management	$	65	$	54	$	11
Operating returns		303		193		110
	$	368	$	247	$	121

The increase in operating returns reflects the increase in operating cash flows from our Canadian residential property business, which is owned through Brookfield Properties, as well as continued growth in the returns from our North American office property portfolios.

NET INCOME

Net income was $787 million in 2007, compared to $1,170 million in 2006. The decline reflects the lower level of realization gains in 2007. Furthermore, net income excludes $331 million of the gains on sales of the exchangeable debentures that were recorded in retained earnings due to a prescribed accounting change. These items more than offset the increase in operating cash flow from our ongoing operations. Net income is also reduced by depreciation and amortization with respect to assets purchased since the latter portion of 2006. In our view, these assets will generate increasing cash flows over an extended period of time and require sustaining capital expenditures well below the amount of depreciation and amortization being recorded.

The following table reconciles net income and operating cash flow:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006
Operating cash flow and gains	$	1,907	$	1,801
Less:   dividends from equity accounted investments		(21)		(66)
dividends from Canary Wharf Group		—		(87)
exchangeable debenture gain		(331)		—
		1,555		1,648
Non-cash items
Depreciation and amortization		(1,034)		(600)
Equity accounted loss from investments		(72)		(36)
Provisions and other		(112)		57
Future income taxes		(88)		(203)
Non-controlling interests		538		304
Net income	$	787	$	1,170

30        Brookfield Asset Management    |    2007 ANNUAL REPORT

Depreciation and amortization prior to non-controlling interests increased due to the acquisition of additional assets in a number of segments during 2006 and 2007. Depreciation and amortization for each principal operating segment is summarized in the following table:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006
Commercial properties	$	572	$	294
Power generation		164		124
Infrastructure		138		68
Development and other properties		65		36
Specialty funds and private equity investments		89		71
Other		6		7
	$	1,034	$	600

In particular, the U.S. core office portfolio and the Pacific Northwest timberlands contributed $323 million of depreciation in aggregate, towards the overall increase of $434 million from 2006.

We recorded net equity accounted losses of $72 million during the year from private equity investments, including Norbord, Fraser Papers and Stelco. Norbord and Fraser Papers faced a weak price environment for their principal products, in addition to higher input costs. We increased our interest in Fraser Papers to 56% during the third quarter of 2007 and began to consolidate our interest at that time, and sold our interest in Stelco during the fourth quarter of 2007 for a $229 million gain which reflects the cash gain of $231 million adjusted to reflect non-cash tax provisions.

The following table summarizes earnings from our equity accounted investments for the past two years:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006
Norbord	$	(17)	$	37
Fraser Papers		(23)		(62)
Stelco		(32)		(11)
	$	(72)	$	(36)

Provisions and other, which largely represent revaluation items, contributed a loss of $112 million in 2007 compared with an income of $57 million in 2006, and are summarized in the following table:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006
Norbord exchangeable debentures	$	(9)	$	59
Interest rate contracts		(64)		7
Power contracts		(63)		—
Stelco recovery of equity accounted losses		43		—
Other		(19)		(9)
	$	(112)	$	57

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 4.70% to 4.02% between December 31, 2006 and December 31, 2007, which led to a $64 million decline in the value of these contracts, 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.

In 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.

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Our future income tax provision was lower than in 2006, 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.

REALIZATION GAINS

The following table summarizes major realization items included in operating results:

		Cash Flow From Operations				Net Income
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Operating Platform	2007		2006		2007		2006
Exchange seats sale	Private equity	$	204	$	—	$	204	$	—
Banco Brascan joint venture gain	Private equity		27		—		27		—
Core office properties – debt breakage	Property – office		(27)		—		(27)		—
Residential Brazil IPO	Property – residential		—		269		—		269
Sale of Accor joint venture interest	Private equity		—		149		—		149
Brookfield Properties dilution gain	Property – office		—		110		—		110
Fund formation gains	Property – retail / Infrastructure		—		105		—		105
Less: income taxes and non-controlling interest			(33)		(23)		(27)		(87)
		$	171	$	610	$	177	$	546

Major realization items in 2007 included gains of $204 million from the sale of exchange seats and joint-venture interests within our Brazilian financial operation. Realization items during 2006 included gains of $269 million on the formation of our publicly listed Brazil residential properties subsidiary, and $105 million on the formation of our Brazilian retail property fund and our eastern timber fund. We also recorded gains of $149 million on the sale of our interests in a joint venture with the Accor Group of France and a $110 million gain on the partial monetization of our North American core office property business. These items were offset by cash taxes and non-controlling interests of $33 million and $23 million during 2007 and 2006, respectively.

The impact of items of this nature on net income, in addition to the foregoing, also reflected non-cash income tax provisions recorded for accounting purposes.

CAPITALIZATION AND LIQUIDITY

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 capitalization is comprised largely of long-term financings and permanent equity. We believe this is the most appropriate method of financing our long-term assets, and the high quality of the assets and the associated cash flows enable us to raise long-term financing in a cost effective manner. We prudently finance our operations with debt and other forms of leverage that match the profile of the business and without any recourse to the Corporation. The leverage employed is reflective of the liquidity and duration of the assets and operations being financed and varies from fund to fund and operation to operation. Our policy is to not guarantee the obligations of any fund or operating entity other than our equity commitment except in very limited circumstances. Funds also have the ability to raise additional capital through asset sales or debt financings, from their stakeholders, including us, from the public capital markets or through private issuances.

To ensure we are able to react to investment opportunities quickly and on a value basis, we typically maintain a high level of liquidity at the corporate level. 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 totalled $2.0 billion at the corporate level at the end of 2007, compared to $2.1 billion at December 31, 2006. Furthermore, we endeavour to structure our invested capital in a manner that enables future monetization of our investments as desired.

We generate substantial liquidity within our operations on an ongoing basis through our free cash flow, which varies between $1.5 billion to $2.0 billion on an annual basis, as well as from the ongoing turnover in assets with shorter investment horizons and periodic monetization of our longer dated assets through the sale of co-investor participations, divestitures and refinancings.

32        Brookfield Asset Management    |    2007 ANNUAL REPORT

Accordingly, we consider ourselves to have the necessary liquidity to both manage our financial commitments and to capitalize on opportunities to invest capital at attractive returns. Nevertheless, we are cognizant of the current instability in the capital markets and continue to allocate capital in a prudent manner.

The following table presents Brookfield’s capitalization using book values on a fully consolidated and net invested basis together with the associated cash flows:

AS AT AND FOR THE YEARS ENDED DECEMBER 31	Cost of   Capital 1	Book Value								Operating Cash Flow 2
		Consolidated				Net Invested Capital				Total				Net
(MILLIONS)	2007	2007		2006		2007		2006		2007		2006		2007		2006
Corporate borrowings	7%	$	2,048	$	1,507	$	2,048	$	1,507	$	146	$	126	$	146	$	126
Non-recourse borrowings
Property-specific mortgages	7%		21,644		17,148		—		—		1,226		751		—		—
Subsidiary borrowings 3	7%		7,463		4,153		711		668		324		212		66		64
Other liabilities	9%		11,102		6,497		3,148		1,771		532		475		450		320
Capital securities	6%		1,570		1,585		1,570		1,585		90		96		90		96
Non-controlling interest in net assets	20%		4,256		3,734		1,773		1,829		636		468		368		247
Shareholders’ equity
Preferred equity	5%		870		689		870		689		44		35		44		35
Common equity	20%		6,644		5,395		6,644		5,395		1,863		1,766		1,863		1,766
	9.5%	$	55,597	$	40,708	$	16,764	$	13,444	$	4,861	$	3,929	$	3,027	$	2,654

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 100% of the obligations of partially owned consolidated entities, increased by $14.9 billion during the year. The increase reflects additional property-specific mortgage debt on acquired assets and expanded financing on existing properties, as well as additional working capital associated with acquired operations.

Our capitalization on a net invested capital basis increased by $3.3 billion. This basis excludes property-specific borrowings and other financial obligations that have no recourse to the Corporation. The book value of our common equity increased $1.2 billion to $6.6 billion due to the accumulation of undistributed net earnings and unrealized gains on securities. Corporate borrowings increased by $541 million due mainly to the issuance of 10-year bonds during the year.

The market value of our common equity capitalization was $22 billion as at December 31, 2007, compared to $20 billion at the end of 2006.

Deconsolidated Capitalization

As noted above, consolidated capitalization includes 100% of the debt within consolidated entities, even though in most cases we only own a portion of the entity and therefore our pro-rata interest in this debt is much lower. Accordingly, we believe that the level of debt on this basis is relevant only in relation to the associated consolidated assets, as opposed to our equity. We focus primarily on our deconsolidated capitalization in assessing financial leverage.

The table on the following page presents our deconsolidated capitalization, i.e. excluding the capitalization of Brookfield Properties and other consolidated entities. Our deconsolidated debt to capitalization levels remain well within our target of 20% to 30% on a book value basis and, in our opinion, are very conservative on a market value basis at 10%.

Brookfield Asset Management    |    2007 ANNUAL REPORT        33

AS AT AND FOR THE YEARS	Capitalization Market Value 1				Brookfield Invested Capital				Operating Cash Flow
									Underlying				Remitted
ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Corporate borrowings	$	2,048	$	1,507	$	2,048	$	1,507	$	146	$	126	$	146	$	126
Subsidiary borrowings 2		711		668		711		668		66		64		66		64
Other liabilities		1,401		983		1,401		983		329		234		329		234
Capital securities		517		663		517		663		32		44		32		44
Non-controlling interests		9		69		9		69		2		1		2		1
Shareholders’ equity
Preferred equity		870		689		870		689		44		35		44		35
Common equity		22,262		19,947		6,644		5,395		1,863		1,766		1,661		1,535
Total capitalization / cash flows	$	27,818	$	24,526	$	12,200	$	9,974	$	2,482	$	2,270	$	2,280	$	2,039
Debt to total capitalization 3		10%		9%		23%		22%
Interest coverage 4										12x		12x		11x		11x
Fixed charge coverage 5										9x		8x		8x		8x

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

6 Excludes the capitalization of Brookfield Properties Corporation

Corporate Borrowings

Our corporate borrowings have an average term of 11 years and more than 50% of the maturities extend beyond 2012. We hold cash, financial assets and have committed undrawn bank facilities which do not mature until 2011 that are available to fund shorter-term maturities if we determine that this approach results in a lower cost of capital.

YEARS ENDED DECEMBER 31 (MILLIONS)	Average Term	2008		2009		2010		2011		2012		Beyond		Total
Commercial paper and bank borrowings	2	$	117	$	17	$	17	$	16	$	—	$	—	$	167
Publicly traded term debt	11		299		—		199		—		346		1,037		1,881
Total	11	$	416	$	17	$	216	$	16	$	346	$	1,037	$	2,048
Percentage of total			20%		1%		10%		1%		17%		51%		100%

Property-specific and Subsidiary Borrowings

Property-specific financings and subsidiary borrowings have no recourse to the Corporation except for a limited number of exceptions, and are typically secured only by the specific assets or operations being financed. In particular, subsidiary borrowings include $711 million (2006 – $668 million) of financial obligations that are either guaranteed by the Corporation or are issued by corporate subsidiaries. Carrying charges incurred in connection with these obligations totalled $66 million during 2007 (2006 – $64 million). The maturities are well diversified and have an average term of seven years and four years, respectively, as illustrated in the following table:

YEARS ENDED DECEMBER 31 (MILLIONS)	Average Term	2008		2009		2010		2011		2012		Beyond		Total
Property-specific borrowings	7	$	4,336	$	2,357	$	554	$	4,807	$	1,152	$	8,438	$	21,644
Subsidiary borrowings	4		1,872		2,803		530		253		86		1,919		7,463

We have two financings of note that mature in the next two years. The first is a $1.2 billion loan secured by the U.S. Pacific Northwest timberlands acquired during the first half of 2007. This loan is due in October 2008 and is in the process of being refinanced on a long-term basis. The second is a $1.6 billion loan secured by our Multiplex operations, which we acquired during 2007. This loan does not mature until March 2009 and represents a loan-to-value of less than 60%. We plan to repay a portion of this loan with asset sales and refinance the balance on a traditional long-term financing basis during 2008 and early 2009.

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Shareholders’ Equity

Preferred equity consists of perpetual preferred shares that represent an attractive form of leverage for common shareholders. During the year we issued C$200 million of perpetual preferred shares with a coupon of 4.75%.

The book value of our common equity increased by 23% during 2007 and by 26% over the past three years as illustrated in the following table:

AS AT DECEMBER 31 (MILLIONS)	2007		2006		2005
Common equity – book value	$	6,644	$	5,395	$	4,514
Common equity – market value		22,262		19,947		13,870

The market value of our common equity increased to $22.3 billion at the end of 2007, representing an increase of $8.4 billion over the past two years, and a rate of 31% over the past three years.

OUTLOOK

The fundamentals in most of our businesses remain positive.

Within our asset management activities, we continue to seek to expand our distribution capabilities, our client base and the amount of capital committed to us which should increase the capital available to invest and lead to growth in asset management income and assets under management. This is an area of particular emphasis for us in 2008.

The investment market has become less competitive and acquisition prices have declined due in large part to reduced availability of low-cost capital for many investors. We are well capitalized with access to liquidity from our own balance sheet as well as our clients, financial partners and capital markets. We believe the breadth of our operating platform and our disciplined approach to investing should enable us to continue to invest capital on a favourable basis.

In our office property sector, the leasing markets in which we operate improved measurably during most of 2007, with the most significant improvements taking place in New York and Calgary. While fundamentals remain favourable for well located high quality properties such as ours, economic weakness in North America will affect demand by users of office space over the medium term. As a result, rental rates are expected to stabilize and possibly decline in some markets, and any significant slowdown in the economy could have a further dampening effect on the office markets. We were able to increase the average lease rate in our portfolio during the past year, and our strong tenant lease profile, low vacancies and rental rates that in most properties are substantially below current market rates, give us a high level of confidence that we can achieve our operating targets in 2008. A general lack of development, especially in central business districts, has also created stability from a supply perspective.

Residential markets remain mixed in our core markets. The current supply/demand imbalance in U.S. markets has reduced operating margins and must be worked through before we will see margin improvements and growth. Our Alberta operations have benefitted greatly from the continued expansion of activity in the oil industry. Most of the land holdings were purchased in the mid-1990s or earlier and as a result have an embedded cost advantage today. This has led to particularly strong margins, although the high level of activity is creating some upward pressures on building costs, production delays due to labor shortages and, most recently, supply concerns as a result of an increase in resale and standing inventory.

Our power operations experienced lower water levels during 2007 following above average conditions in 2006. Market prices were relatively unchanged year over year, however, our strategy of locking in future prices through contractual arrangements and our ability to deliver power at peak price intervals enabled us to achieve higher realized prices than in 2006. We are well positioned to achieve our hydrology targets in 2008 based on current storage levels if normal hydrology conditions prevail. If this occurs, we should achieve higher generation levels based on the expansion in our operating base. We have nearly 80% of our power sales fixed for the next two years at favourable prices. Accordingly, we expect to record higher operating cash flows during 2008.

We continue to expand our specialty funds operations by committing additional resources and launching new funds. We will focus on maintaining a high level of invested capital, and deploy the capital from new funds, which should lead to continued growth. We expect the current difficulties in credit markets will lead to a greater number of opportunities for our restructuring operations and more attractive pricing for our bridge and real estate finance groups.

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Within our infrastructure operations, we expect our transmission operations to provide returns consistent with those recorded in 2007. We expect our timber operations to experience lower demand and pricing due to weakness in the U.S. homebuilding sector, although we intend to mitigate this by adjusting our harvest plan to preserve value and by increasing exports to Asia. The net contribution from our existing infrastructure operations will be reduced in 2008 due to the ownership interests in these operations that are now held by unitholders in Brookfield Infrastructure Partners.

The increase in the value of various currencies against the U.S. dollar is expected to have a positive impact on the contribution from our operations that are denominated in these other currencies, notably the Canadian dollar, the Brazilian real and the Australian dollar. The recent reductions in interest rates in most economies has a beneficial impact on our results, although most of our cash flows are fixed rate in nature.

There are many factors that could impact our performance in 2008, both positively and negatively. And while we expect to demonstrate continued growth during 2008, our 2006 and 2007 reported results may be unrealistic comparative measures due to the significant realization and other gains recorded during each year. It is for that reason, amongst others, that we measure our growth over the long term as opposed to quarter-over-quarter or year-over-year. We describe the material aspects of our business environment and risks on Part 4 of this MD&A.

We will continue to manage our business with the objective of reducing the impact of short-term market fluctuations through the use of long-term revenue contracts and long-term financings, among other measures. This approach to business provides us with confidence that we will meet our ongoing performance objectives with respect to cash flow growth and value creation.

36        Brookfield Asset Management    |    2007 ANNUAL REPORT

PART 3 – BUSINESS STRATEGY

In this section we discuss our business strategy and our capabilities as they relate to our ability to execute our strategy. We also describe the key performance factors that are necessary to successfully implement this strategy and key financial measures that are indicative of our progress. We also explain the terminology that is used throughout this section and our rationale for selecting the key financial measures that we use to assess our business.

OUR STRATEGY

We are a global asset management company focused on property, power and infrastructure assets. Our goal is to establish Brookfield as a global asset manager of choice for investment clients who wish to benefit from the ownership of these types of assets. We have spent many years building high quality operating platforms that enable us to acquire, finance and optimize the value of assets for our own benefit, and for our clients whose capital we manage.

We believe that the best way to create long-term shareholder value is to generate increasing operating cash flows, measured on a per share basis, over a very long period of time. Accordingly, we concentrate on high quality long-life assets that generate sustainable cash flows, require minimal sustaining capital expenditures and tend to appreciate in value over time. Often these assets will benefit from some form of barrier to entry due to regulatory, physical or cost structure factors. Consistent with this focus, we own and operate large portfolios of core office properties, hydroelectric power generating stations, private timberlands and regulated transmission systems that, in our opinion, share these common characteristics. These assets represent important components of the infrastructure that supports the global economy.

We believe the demand from institutional investors to own assets of this nature is increasing as they seek to earn increasing yields to meet their investment objectives. These assets, in our view, they represent attractive alternatives to traditional fixed income investments, providing in many cases a “real return” that increases over time, relatively low volatility and strong capital protection. There is a substantial supply of investment opportunities in the form of existing assets as well as the need for continued development in an ever expanding global economy. At the same time there are relatively few global organizations focused on managing assets of this nature as a primary focus on their strategy.

Our strategy for growth is centered around expanding our assets under management, which should lead to increased fee revenues and opportunities to earn performance returns. We plan to achieve this within our existing operating platforms, through geographic expansion beyond our current focus in North America, South America, Europe and Australia, and by developing and acquiring platforms to operate new asset classes that demonstrate characteristics that are similar to our existing assets. We also plan to achieve growth by expanding our distribution capabilities to access a broader range of investment partners, thereby increasing our access to capital. This increased capital, when coupled with new investment opportunities, should increase our assets under management and the associated income as well as direct investment returns, thereby increasing shareholder value.

OUR CAPABILITIES

We believe that we have the necessary capabilities to execute our business strategy and achieve our performance targets. We focus on disciplined and active hands-on management of assets and capital. We strive for excellence and quality in each of our core operating platforms in the belief that this approach will produce superior returns over the long term.

We endeavour to operate as a value investor and follow a disciplined investment approach. Our management team has considerable capabilities in investment analysis, mergers and acquisitions, divestitures and corporate finance that enable us to acquire assets for value, finance them effectively, and to ultimately realize value created during our ownership.

Our operating platforms and depth of experience in managing these assets differentiate us from some competitors that have shorter investment horizons and more of a financial focus. Over time we have established a number of high quality operating platforms that are fully integrated into our organization. This has required considerable investment in building the management teams and the necessary resources; however, we believe these platforms enable us to optimize the cash returns and values of the assets that we manage.

We have established strong relationships with a number of leading institutions and believe we are well positioned to expand our sources of co-investment capital and clients. In order to expand our assets under management, we are investing in our distribution capabilities to encourage existing and potential clients to commit capital to our investment strategies. We are devoting expanded resources to these activities, and our efforts continue to be assisted by strong investment performance.

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The diversification within our operations allows us to offer a broad range of products and investment strategies to our clients. We believe this is of considerable value to investors with large amounts of capital to deploy. In addition, our commitment to transparency and governance as a well capitalized public company listed on major North American and European stock exchanges better positions as a strong long-term partner for our clients.

Finally, our commitment to invest considerable capital alongside our investors creates a strong alignment of interest between us and our investment partners and also differentiates us from many of our competitors. Accordingly, our strategy calls for us to maintain considerable surplus financial resources relative to other managers. This capital also supports our ability to commit to investment opportunities in anticipation of future syndications.

KEY PERFORMANCE FACTORS

Our ability to increase our operating cash flows is impacted by our ability to generate attractive returns on the capital invested on behalf of ourselves and our clients, and our ability to expand the magnitude of the capital that we manage on behalf of our clients. These two criteria are linked, in that the quality of our investment returns will encourage clients to commit capital to us, and our access to this capital will enable us to pursue a broader range of investment opportunities.

Investment returns are influenced by a number of factors that are specific to each asset and industry segment. There are however, four key activities that we focus on across the organization.

• Acquire assets “for value” meaning that the projected cash flows and value appreciation of the asset represent an attractive risk-adjusted return to ourselves and our co-investors.

• Optimize the cash returns and value of the asset on an ongoing basis. In most cases, this is the responsibility of one of our operating platforms, and is evidenced by the return on asset metrics and operating margins.

• Finance assets effectively, using a prudent amount of leverage. We believe this is very important in maximizing the net returns to investors from property and infrastructure assets, given the lower return on assets compared to a number of other businesses. Fortunately, these assets are well suited to support a relatively high level of investment grade secured debt given the predictability of the cash flows and tendency of these assets to retain substantial value throughout economic cycles. This is reflected in our return on net capital deployed, our overall return on capital and our cost of capital.

• Have the ability to realize the maximum value of assets through a direct or indirect sale or monetization of the assets. Many of our assets tend to appreciate in value over time and accordingly they may be held for very long periods of time. As a result, this “back-end” appreciation may not be recognized until there is a specific transaction.

Expanding our client relationships is impacted not only by our investment returns, as discussed above, but also by the quality of our distribution capabilities and by maintaining a high level of ongoing client service. This involves transparent and timely communication of results, ongoing engagement responsiveness to client objectives and generation of attractive investment opportunities.

FINANCIAL MEASURES

The long-term rate of growth of operating cash flow on a per share basis is our key performance measure. We also measure the cash return on equity, which demonstrates how effective we are at deploying the capital with which we have been entrusted by shareholders. Our current targets are 12% and 20%, respectively. We revisit these targets periodically in light of the current operating environment to ensure that they are realistic and can be achieved without exposing the organization to inappropriate risk.

The amount of co-investor capital commitments is also an important measure. One of our most important objectives is to significantly expand the amount of capital committed to us by our clients because this provides us with capital to expand our business and also entitles us to earn asset management income based on our ability to successfully invest this capital. “Third Party” asset management income is an important measure in that it is indicative of the cash flow generated from our asset management activities, which is an important source of growth in our operating cash flows.

Operating Cash Flow

We utilize operating cash flow (defined below under Terminology) as a key operating metric as opposed to net income, principally because operating cash flow does not include certain items that we believe can distort operations results, such as depreciation and amortization expense, and future income tax expense.

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Depreciation as prescribed by GAAP, for example, implies these assets decline in value on a pre-determined basis over time, whereas we believe that the value of most of our assets, as long as regular sustaining capital expenditures are made, will typically increase over time. This increase in value will inevitably vary based on a number of market and other conditions that cannot be determined in advance, and may sometimes be negative in a particular period. Future income tax expense, in our case, is derived primarily from changes in the magnitude and quality of our tax losses and the differences between the tax values and book values of our assets, as opposed to current cash liabilities. Brookfield has access to significant tax shields as a result of the nature of our asset base, and we do not expect to incur any meaningful cash tax liability in the near future from ongoing operations.

Our operating cash flow is derived from two principal activities: asset management and operations. Our clients compensate us for asset management activities that we perform in respect of the capital and assets that we manage on their behalf. We also invest our own capital in most of the assets and capital that we manage for our clients, and accordingly participate in the operating cash flow produced by these assets and businesses and the associated value appreciation. Accordingly, we distinguish operating cash flows between those attributable to our asset management activities and those that represent investment returns from the capital deployed in established funds and directly held assets. Asset management activities include strategic oversight, investment analysis, capital allocation activities such as acquisitions, divestitures and financing, and the provision of specific services such as investment banking, facilities management and leasing.

Asset Management Income

Asset management income consists of base management fees, transaction fees and performance returns as well as additional property and investment banking services. The management agreements which govern these earnings vary from fund to fund. For example, base fees may be calculated based on net asset value, capital commitments, invested equity or total capital as defined in each agreement. Base management fees, therefore, represent stable long-term cash flows because they are paid over the life of a fund and contribute to income from the inception of the fund.

Our entitlement to performance returns is typically based on results over a prescribed measurement period, and any payments to us prior to the end of the period may be required to be returned if they exceed the actual amount determined at the end of the period (i.e. “clawed back”). We do not accrue any performance returns until such time as there is sufficient certainty that the amount recorded will not be impacted by future events, and therefore no longer subject to a clawback, even if such amounts are paid to us. Performance returns, by their nature, will tend to be more difficult to predict than base management fees. We believe, however, that the high quality and lower volatility of most of our assets should result in performance returns that are more stable than those recorded in respect of higher volatility investments.

Asset management income includes the fees that we receive from established funds, which will include fees in respect of the capital provided by our clients, which we refer to as “Third Party” fees, as well as any capital that we have invested in the funds. We also attribute fees to capital that is invested directly in assets that are not held in funds. This is an internal allocation that we establish by applying a fixed percentage fee to the estimated value of the operations.

We believe that it is important to consider the fees attributable to our capital in assessing the contribution from our different activities because it increases comparability and avoids distorting margins. This is particularly important as we continue to have a disproportionate amount of our own capital invested relative to client capital. For example, we incur expenses in providing asset management services in respect of all of our assets under management, including our own. If we were to eliminate the fees earned on our own capital, whether it is invested in established funds or directly owned assets, then we would be recognizing only a portion of the fees but all of the expenses. This results in distorted operating margins.

OPERATING ENVIRONMENT

Our operating performance is impacted by various factors that are specific to each of our operations as well as the specific sectors and geographic locations in which we operate. We are also impacted by 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.

Our strategy is to invest in high quality long-life assets which generate sustainable streams of cash flow. While high quality assets may initially generate lower returns on capital, we believe that the sustainability and future growth of their cash flows is more assured over the long term, and as a result, warrant higher valuation levels. We also believe that the

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high quality of our asset base protects the company against future uncertainty and enables us to invest with confidence when opportunities arise.

We discuss the risks associated with our business in detail in Part 4 – Business Environment and Risks beginning on page 41.

TERMINOLOGY

Operating Cash Flow

We define operating cash flow as net income prior to items such as depreciation and amortization, future income tax expense and certain non-cash items that in our view are not reflective of the actual underlying operations. Operating cash flow is a non-GAAP measure, and may differ from definitions of operating cash flow used by other companies. It is provided to investors as a consistent measurement tool which we believe assists in analysis of the company, in addition to other traditional measures, which we also provide. We recognize the importance of net income as a GAAP measure to investors and provide a full reconciliation between these measures.

“Total operating cash flow” represents the revenues less directly attributable operating costs.

“Net operating cash flow” represents the cash flow that is attributable to our net invested capital and is equal to total operating cash flow less financing costs associated with related liabilities and the interest of other investors in the operations.

Assets Under Management

Assets under management include assets managed by us on behalf of our clients, as well as our own assets. We invest capital alongside our clients in many of our funds, and we continue to own a number of assets that we acquired prior to the formation of our asset management operations and are therefore not part of any fund. Assets under management include the assets reflected in our consolidated financial statements and, as a result, are based on book values that may differ materially from current market values, particularly in the case of long-life assets that we have owned for many years as well as capital commitments that have not yet been drawn. Our calculation of assets under management may differ from that employed by other asset managers and, as a result, this measure may not be comparable to similar measures presented by other asset managers.

Co-investor Commitments

Co-investor commitments represent capital that has been committed to us to invest on behalf of the client. We typically earn base management fees on this capital from the time that the commitment to the fund is effective, during the period of time until the capital is invested (commonly referred to as the investment period) until such time as the investments are monetized and the capital returned to the client. Committed capital includes invested capital and commitments that have not yet been invested. Uninvested commitments represent capital available to us to invest and form part of our overall liquidity for these purposes.

Invested Capital

Invested capital represents the capital that Brookfield has invested through funds and directly. Consolidated assets represent the capital on a similar basis as our consolidated balance sheets. Net invested capital is presented on a de-consolidated basis, with the exception of Brookfield Properties, meaning that the assets are presented net of associated liabilities and non-controlling interests. We believe that net invested capital represents the most consistent basis of presentation and is how we assess the capital invested in our business. The consolidated basis is less meaningful, in our opinion, because certain of our operations and managed funds are consolidated and others are not.

Return on Invested Capital

We define cash return on capital as the operating cash flow per share as a percentage of the average book value per common share during the period, and for an individual operation as the operating cash flow as a percentage of the net invested capital. The numerator in calculating return on invested capital is our operating cash flow and the denominator is the average net book value over the measurement period.

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PART 4 – BUSINESS ENVIRONMENT AND RISKS

The following is a review of certain risks that could adversely impact our financial condition, results of operation and the value of our common shares. Additional risks and uncertainties not previously known to the Corporation, or that the Corporation currently deems immaterial may also impact our operations and financial results.

GENERAL RISKS

We are exposed to the local, regional, national and international economic conditions and other events and occurrences that affect the markets in which we own assets and operate businesses. In general, a decline in economic conditions will result in downward pressure on our operating margins and asset values. We believe that the long life nature of our assets and, in many cases, the long-term nature of revenue contracts mitigates this risk to some degree.

Each segment of our business is subject to competition in varying degrees. This can result in downward pressure on revenues which can, in turn, reduce operating margins and thereby reduce operating cash flows and investment returns. In addition, competition could result in scarcity of inputs which can impact certain of our businesses through higher costs. We believe that the high quality and low operating costs of many of our assets and businesses provides some measure of protection in this regard.

A number of our long-life assets are interest rate sensitive: an increase in long-term interest rates will, absent all else, tend to decrease the value of the assets. We mitigate this risk in part by financing assets with long-term fixed rate debt, which will typically decrease in value as rates increase. In addition, we believe that many conditions that lead to higher interest rates, such as inflation, can also give rise to higher revenues which will, absent all else, tend to increase values.

The trading price of our common shares in the open market cannot be predicted. The trading price could fluctuate significantly in response to factors such as: variations in our quarterly or annual operating results and financial condition; changes in government regulations affecting our business; the announcement of significant events by our competitors; market conditions and events specific to the industries in which we operate; changes in general economic conditions; differences between our actual financial and operating results and those expected by investors and analysts; changes in analysts’ recommendations or projections; the depth and liquidity of the market for our common shares; investor perception of our business and industry; investment restrictions; and our dividend policy. In addition, securities markets have experienced significant price and volume fluctuations in recent years that have often been unrelated or disproportionate to the operating performance of particular companies. These broad fluctuations may adversely affect the trading price of our common shares.

EXECUTION OF STRATEGY

Our strategy for building shareholder value is to acquire or develop high quality assets and businesses that generate sustainable and increasing cash flows on behalf of ourselves and co-investors, with the objective of achieving higher returns on invested capital and increasing asset management fees over the long term.

We consider effective capital allocation to be one of the most important components to achieving long-term investment success. As a result, we apply a rigorous approach towards the allocation of capital among our operations. Capital is invested only when the expected returns exceed pre-determined thresholds, taking into consideration both the degree and magnitude of the relative risks and upside potential and, if appropriate, strategic considerations in the establishment of new business activities.

The successful execution of a value investment strategy requires careful timing and business judgment, as well as the resources to complete asset purchases and restructure them as required, notwithstanding difficulties experienced in a particular industry. Our diversified business base, liquidity and the sustainability of our cash flows provide important elements of strength.

We endeavour to maintain an appropriate level of liquidity in order to invest on a value basis when attractive opportunities arise. Our approach to business entails adding assets to our existing businesses when the competition for assets is lowest, either due to depressed economic conditions or when concerns exist relating to a particular industry. However, there is no certainty that we will be able to acquire or develop additional high quality assets at attractive prices to supplement our growth. Conversely, overly favourable economic conditions can limit the number of attractive investment opportunities and thereby restrict our ability to increase assets under management and the related income streams. Competition from other well-capitalized investors may significantly increase the purchase price or prevent us from completing an acquisition. We may be unable to finance acquisitions on favourable terms, or newly acquired assets and businesses may fail to perform as expected. We may underestimate the costs necessary to bring an acquisition up to standards established for its intended market position or may be unable to quickly and efficiently integrate new acquisitions into our existing operations.

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We develop property and power generation assets. In doing so, we must comply with extensive and complex regulations affecting the development process. These regulations impose on us additional costs and delays, which may adversely affect our business and results of operations. In particular, we are required to obtain the approval of numerous governmental authorities regulating matters such as permitted land uses, levels of density, the installation of utility services, zoning and building standards. We must comply with local, state and federal laws and regulations concerning the protection of health and the environment, including laws and regulations with respect to hazardous or toxic substances. These environmental laws and regulations sometimes result in delays, which cause us to incur additional costs, or severely restrict development activity in environmentally sensitive regions or areas.

Our ability to successfully expand our asset management business is dependent on our reputation with our current and potential investment partners. We believe that our track record and recent investments, as well as adherence to operating principles that emphasize a constructive management culture, will enable us to continue to develop productive relationships with institutional investors. However, competition for institutional capital, particularly in the asset classes on which we focus, is intense. Although we seek to differentiate ourselves there is no assurance that we will be successful in doing so and this competition may reduce the margins of our asset management business and may decrease the extent of institutional investor involvement in our activities.

Our executive and other senior officers have a significant role in our success. Our ability to retain our management group or attract suitable replacements should any members of the management group leave is dependent on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely impact our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets. The conduct of our business and the execution of our growth strategy rely heavily on teamwork. Co-operation amongst our operations and our team-oriented management structure are essential to responding promptly to opportunities and challenges as they arise. We believe that our hiring and compensation practices encourage retention and teamwork.

We participate in joint ventures, partnerships, co-tenancies and funds affecting many of our assets and businesses. Investments in partnerships, joint ventures, co-tenancies or other entities may involve risks not present were a third party not involved, including the possibility that our partners, co-tenants or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, our partners, co-venturers or co-tenants might at any time have economic or other business interests or goals. In addition, we do not have sole control of certain major decisions relating to these assets and businesses, including: decisions relating to the sale of the assets and businesses; refinancing; timing and amount of distributions of cash from such entities to the Corporation; and capital expenditures.

Some of our management arrangements permit our partners to terminate the management agreement in limited circumstances relating to enforcement of the managers’ obligations. In addition, the sale or transfer of interests in some of our entities is subject to rights of first refusal or first offer and some agreements provide for buy-sell or similar arrangements. Such rights may be triggered at a time when we may not want to sell but may be forced to do so because we may not have the financial resources at that time to purchase the other party’s interest. Such rights may also inhibit our ability to sell our interest in an entity within our desired time frame or on any other desired basis.

FINANCIAL AND LIQUIDITY RISKS

We employ debt and other forms of leverage in the ordinary course of our business in order to enhance returns to shareholders and our co-investors. We attempt to match the profile of the leverage to the associated assets and accordingly fund shorter duration floating rate assets with shorter term floating rate debt and fund long-term fixed rate and equity like assets with long-term fixed rate and equity capital. Most of the debt within our business has recourse only to the assets or subsidiary being financed and has no recourse to the Corporation.

Accordingly, we are subject to the risks associated with debt financing. These risks, including the following, may adversely affect our financial condition and results of operations: our cash flow may be insufficient to meet required payments of principal and interest; payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses; we may not be able to refinance indebtedness on our assets at maturity due to company and market factors including: the estimated cash flow of our assets; the value of our assets; liquidity in the debt markets; financial, competitive, business and other factors, including factors beyond our control; and if refinanced, the terms of a refinancing may not be as favourable as the original terms of the related indebtedness. We structure our financings to mitigate these risks through the use of long-term debt and by diversifying our maturities over an extended period of time. We also strive to maintain adequate liquidity to refinance obligations.

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The terms of our various credit agreements and other indebtedness require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our payment obligations.

If we are unable to refinance our indebtedness on acceptable terms, or at all, we may need to dispose of one or more of our assets upon disadvantageous terms, prevailing interest rates or other factors at the time of refinancing could increase our interest expense, and if we pledge assets to secure payment of indebtedness and are unable to make required payments, the creditor could foreclose upon such asset or appoint a receiver to receive an assignment of the associated cash flows.

A large proportion of our capital is invested in physical assets such as office properties, hydroelectric power generating facilities and transmission systems which can be hard to sell, especially if local market conditions are poor. Such liquidity could limit our ability to vary our portfolio or assets promptly in response to changing economic or investment conditions. Additionally, financial or operating difficulties of other owners resulting in distress sales could depress asset values in the markets in which we operate in times of illiquidity. These restrictions could reduce our ability to respond to changes in the performance of our investments and market conditions and could adversely affect our financial condition and results of operations.

We periodically enter into agreements that commit us to acquire assets or securities. In some cases we may enter into such agreements with the expectation that we will syndicate or assign all or a portion of our commitment to other investors prior to, at the same time as, or subsequent to the anticipated closing. We may be unable to complete this syndication or assignment which may increase the amount of capital that we are required to invest. These activities can have an adverse impact on our liquidity which may reduce our ability to pursue further acquisitions or meet other financial commitments.

We enter into financing commitments in the normal course of business and, as a result, may be required to fund these. Although we do not typically do so, we from time to time guarantee the obligations of funds or other entities that we manage and/or invest in. If we are unable to fulfill any of these commitments this could result in damages being pursued against us or a loss of opportunity through default of contracts that are otherwise to our benefit.

Our business is impacted by changes in currency rates, interest rates, commodity prices and other financial exposures. As a general policy, we endeavour to maintain balanced positions, although unmatched positions may be taken from time to time within predetermined limits. The company’s risk management and derivative financial instruments are more fully described in the notes to our Consolidated Financial Statements. We selectively utilize financial instruments to manage these exposures.

We have pursued and intend to continue to pursue growth opportunities in international markets and often invest in countries where the U.S. dollar is not the notional currency. As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. A significant depreciation in the value of the foreign currency of one or more countries where we have a significant investment may have a material adverse effect on our results of operations and financial position. Although we attempt to maintain a hedged position with respect to the carrying value of net assets denominated in currencies other than the U.S. dollar, this is not always possible or economical to do. Even if we do so, the carrying value may not equal the economic value, meaning that any difference may not be hedged. In addition, the company receives certain cash flows that are denominated in foreign currencies that are not hedged. We mitigate adverse effects by borrowing under debt agreements denominated in foreign currencies and through the use of financial contracts, however, there can be no assurance that those attempts to mitigate foreign currency risk will be successful.

We typically finance assets that generate predictable long-term cash flows with long-term fixed rate debt in order to provide stability in cash flows and protect returns in the event of changes in interest rates. We also make use of fixed rate preferred equity financing as well as financial contracts to provide additional protection in this regard. Similarly, we typically finance shorter term floating rate assets with floating rate debt. Historically, the company and our subsidiaries have tended to maintain a net floating rate liability position because we believe that this results in lower financing costs over the long term although in recent years we have maintained a net floating rate asset position given our view on interest rates.

As at December 31, 2007, our net floating rate liability position was $0.2 billion (2006 – asset of $0.9 billion). As a result, a 10 basis point increase in interest rates would increase operating cash flow by $16 million, or $0.03 per share. Our fixed-rate obligations at year end include a notional amount of $1.6 billion (2006 – $1.1 billion) which we are required to record at market value and any changes in value recorded as current income, with the result that a 10 basis point

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increase in long-term interest rates will result in a corresponding increase in income of $13 million before tax or $0.02 per share and vice versa, based on our year end positions. It is important for shareholders to keep in mind that these interest rate related revaluation gains or losses are offset by corresponding changes in values of the assets and cash flow streams that they relate to, which are not reflected in current income.

We selectively utilize credit default swaps and equity derivatives to hedge financial positions and may establish unhedged positions from time to time. These instruments are typically utilized as an alternative to purchasing or selling the underlying security when they are more effective from a capital employment perspective.

COMMERCIAL OFFICE PROPERTIES

Our strategy is to invest in high quality commercial office properties as defined by the physical characteristics of the assets and, more importantly, the certainty of receiving rental payments from large corporate tenants which these properties attract. Nonetheless, we remain exposed to certain risks inherent in the core office property business.

Core office property investments are generally subject to varying degrees of risk depending on the nature of the property. These risks include changes in general economic conditions (such as the availability and cost of mortgage funds), local conditions (such as an oversupply of space or a reduction in demand for real estate in markets in which we operate), the attractiveness of the properties to tenants, competition from other landlords and our ability to provide adequate maintenance at an economical cost.

Certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges, must be made regardless of whether or not a property is producing sufficient income to service these expenses. Our core office properties are subject to mortgages which require substantial debt service payments. If we become unable or unwilling to meet mortgage payments on any property, losses could be sustained as a result of the mortgagee’s exercise of its rights of foreclosure or of sale. We believe the stability and long-term nature of our contractual revenues is an effective mitigant to these risks.

Our core office properties generate a relatively stable source of income from contractual tenant rent payments. We endeavour to stagger our lease expiry profile so that we are not faced with a disproportionate amount of space expiring in any one year. Continued growth of rental income is dependent on strong leasing markets to ensure expiring leases are renewed and new tenants are found promptly to fill vacancies. While we believe the outlook for commercial office rents is positive for both 2008 and in the longer term, it is possible that rental rates could decline or that renewals may not be achieved. The company is, however, substantially protected against short-term market conditions, since most of our leases are long-term in nature. A protracted disruption in the economy, such as the onset of a severe recession, could place downward pressure over time on overall occupancy levels and net effective rents.

RESIDENTIAL PROPERTIES

In our residential land development and homebuilding operations, markets have been favourable over most of the past seven years. Our operations are concentrated in high growth areas which we believe have positive long-term demographic and economic conditions. Despite this, over the past 18 months the U.S. market has seen extremely negative market sentiment towards housing and has similarly affected our operations in the U.S.

The residential homebuilding and land development industry is cyclical and is significantly affected by changes in general and local economic conditions, such as consumer confidence, employment levels, availability of financing for homebuyers and interest rates. Competition from rental properties and used homes may depress prices and reduce margins for the sale of new homes. Homebuilders are also subject to risks related to the availability and cost overruns. Furthermore, the market value of undeveloped land, buildable lots and housing inventories held by us can fluctuate significantly as a result of changing economic and real estate market conditions. If there are significant adverse changes in economic or real estate market conditions, we may have to sell homes at a loss or hold land in inventory longer than planned. Inventory carrying costs can be significant and can result in losses in a poorly performing project or market. Our residential property operations may be particularly affected by changes in local market conditions in California, Virginia, Alberta and Brazil where we derive a large proportion of our residential property revenue. During 2007, we recorded approximately $100 million of charges against our U.S. revenues to reflect changing conditions.

Many of our customers finance their home acquisitions through lenders providing mortgage financing. Mortgage rates have recently been at or near their lowest levels in many years. Despite this, and given that dramatic issues being experienced in the sub-prime markets in the U.S. and by many lenders, it has become more difficult for borrowers to procure mortgages.

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Even if potential customers do not need financing, changes in interest rates and mortgage availability could make it harder for them to sell their homes to potential buyers who need financing, which in the U.S. has resulted in reduced demand for new homes. As a result, rising mortgage rates could adversely affect our ability to sell new homes and the price at which we can sell them.

POWER GENERATING OPERATIONS

Our strategy is to own primarily hydroelectric generating facilities, which have operating costs significantly below that of most competing forms of generation. As a result, there is a high level of assurance that we will be able to deliver power on a profitable basis. In addition, we sell most of our generation pursuant to contracts that protect us from variations in future prices. Nonetheless, we are subject to certain risks, the most significant of which are hydrology and price, but also include changes in regulation, risk of increased maintenance costs, dam failure and other disruptions.

The revenues generated by our power facilities are proportional to the amount of electricity generated, which is dependent upon available water flows. Although annual deviations from long-term average water flows can be significant, we strive to mitigate this risk by increasing the geographic diversification of our facilities which assists in balancing the impact of generation fluctuations in any one geographic region.

Demand for electricity varies with economic activity. An economic slowdown could have an adverse impact on prices. In addition, oversupply in our markets may result from excess generating capacity. Pricing risk is mitigated through fixed-price contracts and forward sales of electricity. Future pricing levels are dependent on economic and supply conditions and the terms on which contracts are renewed. A portion of our power generation revenue is tied, either directly or indirectly, to the spot market price for electricity. Electricity price volatility could have a significant effect on our business, operating results, financial condition or prospects.

There is a risk of equipment failure due to, among other things, wear and tear, latent defect, design error or operator error which could adversely affect revenues and cash flows. Although the power systems have operated in accordance with expectations, there can be no assurance that they will continue to do so. In the future, our generation assets may require significant capital expenditures and operations could be exposed to unexpected increases in costs such as labour, water rents and taxes. Nevertheless, this risk is substantially mitigated by the proven nature of hydroelectric technology, the design of the plants, capital programs, adherence to prudent maintenance programs, comprehensive insurance and significant operational flexibility as a result of having generating units which can operate independently.

The operation of hydroelectric generating facilities and associated sales of electricity are regulated to varying degrees in most regions. Changes in regulation can affect the quantity of generation and the manner in which we produce it.

The occurrence of dam failures at any of our hydroelectric generating stations could result in a loss of generating capacity and repairing such failures could require us to incur significant expenditures of capital and other resources. Such failures could result in us being exposed to liability for damages. There can be no assurance that our dam safety program will be able to detect potential dam failures prior to occurrence or eliminate all adverse consequences in the event of failure. Upgrading all dams to enable them to withstand all events could require us to incur significant expenditures of capital and other resources.

The occurrence of a significant event which disrupts the ability of our generation assets to produce or sell power for an extended period, including events which preclude existing customers from purchasing electricity, could have a material negative impact on the business. Our generation assets could be exposed to effects of severe weather conditions, natural disasters and potentially catastrophic events such as a major accident or incident at our generation facilities. In addition, many of our generation assets are located in remote areas which makes access for repair of damage difficult.

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TIMBERLANDS

The financial performance of our timberland operations depends on the state of the lumber and pulp and paper industries. Decreases in the level of residential construction activity generally reduce demand for logs and wood products, resulting in lower revenues, profits and cash flows for lumber mills who are important customers to us. Depressed commodity prices of lumber, pulp or paper or market irregularities may cause mill operators to temporarily or permanently shut down their mills if their product prices fall to a level where mill operation would be uneconomic. Any of these circumstances could significantly reduce the prices that we realize for our timber and the amount of timber that such operators purchase from us.

Weather conditions, timber growth cycles, access limitations, aboriginal claims and regulatory requirements associated with forestry practices, sale of logs and environmental matters, may restrict our harvesting, as may other factors, including damage by fire, insect infestation, disease, prolonged drought and other natural and man-made disasters. Although management believes it follows best practices with regard to forest sustainability and general forest management, there can be no assurance that our forest management planning, including silviculture, will have the intended result of ensuring that our asset base appreciates in value over time. If management’s estimates of merchantable inventory are incorrect, harvesting levels on our timberlands may result in depletion of our timber assets.

TRANSMISSION INFRASTRUCTURE

Our transmission operations are subject to regulation. The regulated rates are designed to recover allowed costs, including debt financing costs, and permit earning a specified rate of return on assets or equity. Any changes in the rate structure for the transmission assets or any reallocation or redetermination of allowed costs relating to the transmission assets, could have a material adverse effect on our transmission revenues and operating margins.

SPECIALTY INVESTMENT FUNDS

Our specialty funds operations are focused on the ownership and management of securities and businesses that are supported by underlying tangible assets and cash flows. The principal risks in this business are potential loss of invested capital as well as insufficient investment or fee income to cover operating expenses and cost of capital.

Unfavourable economic conditions could have a significant impact on the value and liquidity of our investments and the level of investment income. Since most of our investments are in our areas of expertise and given that we strive to maintain adequate supplemental liquidity at all times, we are well positioned to assume ownership of and operate most of the assets and businesses that we finance. Furthermore, if this situation does arise, we typically acquire the assets at a discount to the underwritten value, which protects us from loss.

OTHER RISKS

As an owner and manager of real property, we are subject to various federal, provincial, state and municipal laws relating to environmental matters. These laws could hold us liable for the costs of removal and remediation of certain hazardous substances or wastes released or deposited on or in our properties or disposed of at other locations. The failure to remove or remediate such substances, if any, could adversely affect our ability to sell our real estate or to borrow using real estate as collateral, and could potentially result in claims or other proceedings against us. We are not aware of any material non-compliance with environmental laws at any of our properties. We are also not aware of any material pending or threatened investigations or actions by environmental regulatory authorities in connection with any of our properties or any material investigations or actions by environmental regulatory authorities in connection with any of our properties or any material pending threatened claims relating to environmental conditions at our properties. We have made and will continue to make the necessary capital expenditure for compliance with environmental laws and regulations. Environmental laws and regulations can change rapidly and we may become subject to more stringent environmental laws and regulations in the future. Compliance with more stringent environmental laws and regulations could have an adverse effect on our business, financial condition or results of operation.

The ownership and operation of our assets carry varying degrees of inherent risk of liability related to worker health and safety and the environment, including the risk of government imposed orders to remedy unsafe conditions and/or to contravention of health, safety and environmental laws, licenses, permits and other approvals, and potential civil liability. Compliance with health, safety and environmental laws (and any future laws or amendments enacted) and the requirements of licenses, permits and other approvals will remain material to our business. We have incurred and will continue to incur significant capital and operating expenditures to comply with health, safety and environmental laws

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and to obtain and comply with licenses, permits and other approvals and to assess and manage its potential liability exposure. Nevertheless, from time to time it is possible that we may be unsuccessful in obtaining an important license, permit or other approval or become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to health, safety and environmental matters. The occurrence of any of these events or any changes, additions to or more rigorous enforcement of, health, safety and environmental laws, licenses, permits or other approvals could have a significant impact on operations and/or result in additional material expenditures. As a consequence, no assurance can be given that additional environmental and workers’ health and safety issues relating to presently known or unknown matters will not require unanticipated expenditures, or result in fines, penalties or other consequences (including changes to operations) material to its business and operations.

Our core office portfolio is concentrated in large metropolitan areas, some of which have been or may be perceived to be subject to terrorist attacks. Furthermore, many of our properties consist of high-rise buildings, which may also be subject to this actual or perceived threat, which could be heightened in the event that the United States continues to engage in armed conflict. This could have an adverse effect on our ability to lease office space in our portfolio. Each of these factors could have an adverse impact on our operating results and cash flows. Our core office property operations have insurance covering certain acts of terrorism for up to $500 million of damage and business interruption costs. We continue to seek additional coverage equal to the full replacement cost of our assets; however, until this type of coverage becomes commercially available on a reasonably economic basis, any damage or business interruption costs as a result of uninsured acts of terrorism could result in a material cost to the company.

We carry various insurance coverages that provide comprehensive protection for first party and third party losses to our properties. These coverages contain policy specifications, limits and deductibles customarily carried for similar properties. We also self-insure a portion of certain of these risks. We believe all of our properties are adequately insured.

There are certain types of risks (generally of a catastrophic nature such as war or environmental contamination such as toxic mold) which are either uninsurable or not economically insurable. Should any uninsured or underinsured loss occur, we could lose our investment in, and anticipated profits and cash flows from, one or more of our assets or operations, and would continue to be obligated to repay any recourse mortgage indebtedness on such properties.

In the normal course of our operations, we become involved in various legal actions, typically involving claims relating to personal injuries, property damage, property taxes, land rights and contract disputes. We endeavour to maintain adequate provisions for outstanding or pending claims. The final outcome with respect to outstanding, pending or future actions cannot be predicted with certainty, and therefore there can be no assurance that their resolution will not have an adverse effect on our financial position or results of our operations in a particular quarter or fiscal year. We believe that we are not currently involved in any litigation, claims or proceedings in which an adverse outcome would have a material adverse effect on our consolidated financial position or results.

Ongoing changes to the physical climate in which we operate may have an impact on our business. In particular, changes in weather patterns may impact hydrology levels thereby influencing generation levels and power generation levels. Climate change may also give rise to changes in regulations and consumer sentiment that could impact other areas of our business.

The U.S. Investment Company Act of 1940 (the “Act”) requires the registration of any company which holds itself out to the public as being engaged primarily in the business of investing, reinvesting or trading in securities. In addition, the Act may also require the registration of a company that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and which owns or proposes to acquire investment securities with a value of more than 40% of the company’s assets on an unconsolidated basis. We are not currently an investment company in accordance with the Act and we believe we can continue to arrange our business operations in ways so as to avoid becoming an investment company within the meaning of the Act. If we were required to register as an investment company under the Act, we would, among other things, be restricted from engaging in certain businesses and issuing certain securities. In addition, certain of our contracts may become void.

There are many other laws and governmental regulations that apply to us, our assets and businesses. Changes in these laws and governmental regulations, or their interpretation by agencies or the courts, could occur. Further, economic and political factors, including civil unrest, governmental changes and restrictions on the ability to transfer capital across borders in the United States, but primarily in the foreign countries in which we have invested, can have a major impact on us as a global company.

A portion of the workforce in our operations is unionized and if we are unable to negotiate acceptable contracts with any of our unions as existing agreements expire, we could experience a significant disruption of the affected operations, higher ongoing labour costs and restriction of its ability to maximize the efficiency of its operations, which could have an adverse effect on our operations and financial results.

Brookfield Asset Management    |    2007 ANNUAL REPORT     47

PART 5 – DESCRIPTION OF OPERATING PLATFORMS

In this section we provide supplemental information on each of our principal operating platforms as well as our private equity investments.

COMMERCIAL PROPERTIES

We own and operate commercial office and retail properties on behalf of ourselves and our co-investors in North America, South America, Europe, Australia and the Middle East.

Office Properties

We own and manage one of the highest quality commercial office portfolios in the world and focus on major financial, energy and government centre cities in North America, Australasia and Europe. Our strategy is to concentrate our operations in high growth, supply-constrained markets that have high barriers to entry and attractive tenant bases. Our goal is to maintain a meaningful presence in each of our primary markets so as to build on the strength of our tenant relationships.

Our North American operations are conducted through a 51%-owned subsidiary, Brookfield Properties, and our primary markets are New York, Boston, Houston, Los Angeles, Washington D.C., Toronto, Calgary and Ottawa. These operations include directly owned properties as well as those contained within our U.S. and Canadian core office funds.

Our European operations are principally located in London, U.K. where we own an interest in 17 high quality commercial properties comprising 8.5 million square feet of rentable area and a further 5.4 million square feet of development density. The properties are located in the Canary Wharf Estate, one of the leading core office developments in Europe. We hold a direct 100% ownership interest in the 550,000 square foot 20 Canada Square property and an indirect interest in the balance of the portfolio through our 15% ownership interest in privately-owned Canary Wharf Group.

We acquired a high quality portfolio in Australia and New Zealand in late 2007 through our acquisition of Multiplex, consisting of 24 commercial properties containing 6.2 million square feet of net leasable area.

Office property assets under management totalled $29 billion at the end of 2007, of which $17 billion are held directly and $12 billion are held through seven funds with aggregate capital commitments of $3.7 billion.

Portfolio Activity

The following table sets out the assets and capital in our commercial property operations at the end of 2007 and 2006. Our property assets are recorded at depreciated book value, which in most cases are significantly below recent market values. In particular, the consolidated carrying value of our North American properties is approximately $272 per square foot, significantly less than the estimated replacement cost of these assets.

	Total Assets Under				Co-investor				Brookfield Invested Capital
	Management				Commitments				Consolidated Assets				Net Invested Capital
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007			2006
North America
United States	$	14,348	$	14,304	$	1,025	$	1,069	$	13,593	$	13,189	$	13,593		$	13,189
Canada		4,541		4,392		650		648		2,391		2,209		2,391			2,209
		18,889		18,696		1,675		1,717		15,984		15,398		15,984			15,398
United Kingdom		796		765		—		—		796		765		787			747
Australasia		5,728		—		623		—		3,198		—		3,198			—
Total properties		25,413		19,461		2,298		1,717		19,978		16,163		19,969			16,145
Other assets		3,639		853		—		—		3,639		853		3,639			853
Other liabilities														(2,275	)		(919	)
Property-specific mortgages														(16,183	)		(11,811	)
Co-investors’ capital														(450	)		(523	)
	$	29,052	$	20,314	$	2,298	$	1,717	$	23,617	$	17,016	$	4,700		$	3,745

48        Brookfield Asset Management    |    2007 ANNUAL REPORT

Our total portfolio occupancy rate at the end of 2007 was 96% across our portfolios worldwide compared to 95% at December 31, 2006 as set forth in the following table:

	2007			2006
AS AT DECEMBER 31 (THOUSANDS)	Total Area	Owned Interest	Percentage Leased	Total Area	Owned Interest	Percentage Leased
Core North American markets
United States	46,703	42,477	94%	46,080	40,794	94%
Canada	19,827	10,131	99%	23,067	11,252	98%
Other North American	6,648	5,958	95%	6,648	5,958	93%
United Kingdom	8,500	2,173	97%	8,500	2,173	94%
Australasia	8,463	6,185	99%	—	—	—
Total 1	90,141	66,924	96%	84,295	60,177	95%

1 Excludes development sites

As at December 31, 2007, the average term of our in-place leases in North America was seven years and annual expiries average 7.1% 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.

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.

Property-specific mortgages and other debt secured by our commercial property interests includes $1.6 billion of debt associated with the Multiplex acquisition in 2007 and $2.7 billion of assumed debt. The loan to value for the Multiplex acquisition debt and assumed debt represents a relatively conservative loan to value of less than 65%.

During the year we refinanced a number of properties in Europe and North America. This included 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 a portion of the value created in this property in recent years and enhance our return on capital. Core office property debt at December 31, 2007 had an average interest rate of 7% and an average term to maturity of seven years. The co-investors’ capital represents the 38% interest of our partners in the U.S. Core Office fund.

Other assets include rents receivable and working capital balances as well as a portion of the purchase price of property that has been attributed to items such as above-market leases and tenant relationships. Similarly, other liabilities include $1 billion in respect of items such as below-market tenant and land leases.

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 completed a number of acquisitions which enabled us to fully invest the fund with $1.7 billion of total assets within 18 months from inception and establishes us as one of the largest owners of retail centres in Brazil. The fund’s portfolio now consists of interests in 15 shopping centres and associated office space totalling 4.7 million square feet of net leas-able area, located primarily in Rio de Janeiro and São Paulo.

	Total Assets Under Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested Capital
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007			2006
Retail properties	$	1,698	$	800	$	600	$	600	$	1,698	$	215	$	827		$	207
Borrowings														(462	)		(105	)
Co-investors’ capital														(262	)		(74	)
Net investment	$	1,698	$	800	$	600	$	600	$	1,698	$	215	$	103		$	28

The book value of retail properties includes total and net working capital balances of $209 million (2006 – $46 million) and $54 million (2006 – $38 million), respectively as well as $716 million representing a portion of the portfolio purchase price. Borrowings also include $265 million of debt incurred by the fund to finance the purchase of the initial portfolio assets, which is guaranteed by the obligations of ourselves and our partners to subscribe for capital in the fund up to the level of the committed amounts.

Brookfield Asset Management    |    2007 ANNUAL REPORT        49

POWER GENERATING OPERATIONS

We own one of the largest privately owned hydroelectric power generating portfolios in the world. 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.

Our power generating operations are predominantly hydroelectric facilities located on river systems in the U.S., Canada and Brazil. As at December 31, 2007, we owned and managed 160 power generating stations with a combined generating capacity of approximately 3,900 megawatts. Our facilities produced approximately 13,000 gigawatt hours of electricity in 2007. All but four of our existing stations are hydroelectric facilities located on river systems in seven geographic regions, specifically Ontario, Quebec, British Columbia, New York, New England, Louisiana and southern Brazil. This geographic distribution provides diversification of water flows to minimize the overall impact of fluctuating hydrology. Our storage reservoirs contain sufficient water to produce approximately 20% of our total annual generation and provide partial protection against short-term changes in water supply. The reservoirs also enable us to optimize selling prices by generating and selling power during higher-priced peak periods. We also own and operate two natural gas-fired plants, a pumped storage facility and a 189-megawatt wind energy project that we operate under a 20-year fixed price power sales agreement.

Financial Position

Total assets in the segment increased to $6.8 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 year enabled us to maintain the net capital invested in this segment at approximately $1.4 billion.

	Capacity		Assets Under Management				Brookfield Invested Capital
							Consolidated				Net
AS AT DECEMBER 31 (MILLIONS)	2007	2006	2007		2006		2007		2006		2007		2006
Hydroelectric generation	(MW)
Ontario	897	897	$	1,269	$	1,094	$	1,269	$	1,094	$	1,269	$	1,094
Quebec	277	277		434		371		434		371		434		371
British Columbia	134	127		172		133		172		133		172		133
New England	240	240		397		400		397		400		397		400
New York and other northeast markets	852	832		1,046		1,016		1,046		1,016		1,046		1,016
Louisiana	192	192		459		478		459		478		459		478
Brazil	295	205		522		264		522		264		522		264
Total hydroelectric generation	2,887	2,770		4,299		3,756		4,299		3,756		4,299		3,756
Wind energy	189	189		369		327		369		327		369		327
Co-generation and pumped storage	815	815		233		166		233		166		233		166
Development projects	—	—		236		60		236		60		236		60
Total power generation	3,891	3,774		5,137		4,309		5,137		4,309		5,137		4,309
Cash, financial assets, accounts receivable and other				1,665		1,081		1,665		1,081		1,665		1,081
Accounts payable and other liabilities				—		—		—		—		(879)		(419)
Property-specific and subsidiary debt				—		—		—		—		(4,285)		(3,388)
Non-controlling interests in net assets				—		—		—		—		(213)		(215)
	3,891	3,774	$	6,802	$	5,390	$	6,802	$	5,390	$	1,425	$	1,368

Property-specific debt totalled $3.5 billion at December 31, 2007 and corporate unsecured notes issued by our power generating operations totalled $0.8 billion. Property-specific debt has an average interest rate of 7% and an average term of 13 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.

Contract Profile

Approximately 77% 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 13 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.

50        Brookfield Asset Management    |    2007 ANNUAL REPORT

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

	Years ended December 31
	2008	2009	2010	2011	2012
Generation (GWh)
Contracted
Power sales agreements	7,874	6,497	6,465	6,004	5,934
Financial contracts	3,169	3,376	287	—	—
Uncontracted	2,732	3,364	6,467	7,221	7,284
	13,775	13,237	13,219	13,225	13,218
Contracted generation
% of total	80	75	51	45	45
Revenue ($millions)	797	741	530	495	496
Price ($/MWh)	72	75	78	83	84

The increase in the average selling price for contracted power from $72 per megawatt hour (MWh) to $84 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.

INFRASTRUCTURE

Our infrastructure activities are currently concentrated in the timber and electricity transmission sectors, however we are actively reviewing a number of opportunities to expand into new sectors that provide similar investment characteristics. These operations are owned directly and through entities that we manage.

Timberlands

We manage 2.5 million acres of high quality private 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 $594 million, of which our share is $278 million. We also own direct interests in $2 billion of timberlands in the Pacific Northwest and Brazil. We recently announced the formation of a $250 million Brazil timber fund.

In January 2008 we transferred 30% of our Pacific Northwest operations and a 37.5% interest in Island Timberlands to Brookfield Infrastructure.

Operating Results

	Operating Cash Flow
	Total				Net
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006		2007			2006
Timber
Western North America
Timberlands	$	123	$	59
Higher and better use lands		7		6
Eastern North America		20		18
Brazil		8		4
Timberlands		158		87	$	158		$	87
Interest expense						(85	)		(29	)
Non-controlling interests in net assets						(33	)		(26	)
	$	158	$	87	$	40		$	32

Brookfield Asset Management    |    2007 ANNUAL REPORT        51

Portfolio Activity and Financial Position

		Total Assets Under Management				Co-investor Commitments				Brookfield Invested Capital
										Consolidated Assets					Net Invested
AS AT DECEMBER 31 ($MILLIONS)	Acres	2007		2006		2007		2006		2007		2006			2007			2006
Timber
Western North America
Timberlands	1,186,650	$	2,603	$	777	$	243	$	240	$	2,603	$	777		$	2,603		$	777
Higher and better use lands	32,865		105		111		—		—		105		111			105			111
Eastern North America	1,076,000		185		189		72		100		185		189			185			189
Brazil	180,000		66		45		—		—		66		45			66			45
	2,475,515		2,959		1,122		315		340		2,959		1,122			2,959			1,122
Other assets, net			716		68		—		—		716		68			74			18
			3,675		1,190		315		340		3,675		1,190			3,033			1,140
Property-specific and other borrowings													(1,691	)		(485	)
Co-investors’ capital																(317	)		(340	)
		$	3,675	$	1,190	$	315	$	340	$	3,675	$	1,190		$	1,025		$	315

We acquired Longview Fibre Company, which owns 588,000 acres of high quality timberlands located in the U.S. Pacific Northwest during the second quarter of 2007. Total invested capital includes the purchase cost of the timberlands of $1.9 billion, together with goodwill and working capital totalling $2.6 billion. We recorded a future tax obligation of $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 $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. Net invested capital includes 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 and subsequent asset sales.

As at December 31, 2007, borrowings included approximately $1.2 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 is in the process of being refinanced with a long-term fixed rate financing secured by the associated timberlands. Our western Canadian timberlands secure investment grade borrowings of approximately $410 million, which have an average interest rate of 6%, and an average term to maturity of 16 years. The balance of the borrowings consists 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% interest in the Brazil operations.

We transferred our northern Ontario and Brazil interests to Brookfield Infrastructure, as well as a 17% interest in the Chilean 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.

52        Brookfield Asset Management    |    2007 ANNUAL REPORT

Portfolio Activity and Financial Position

	Total Assets Under   Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Transmission facilities and investments
Chile	$	2,650	$	2,525	$	877	$	831	$	330	$	2,525	$	330	$	2,525
North America		193		146						193		146		193		146
Brazil		205		157						205		157		205		157
		3,048		2,828						728		2,828		728		2,828
Other assets		32		315						32		315		32		315
		3,080		3,143						760		3,143		760		3,143
Other liabilities														(26)		(267)
Project-specific financing and other borrowings														(114)		(1,496)
														620		1,380
Co-investors’ capital														—		(831)
	$	3,080	$	3,143	$	877	$	831	$	760	$	3,143	$	620	$	549

Net invested capital was relatively unchanged during the year, although consolidated assets 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 investment grade.

DEVELOPMENT AND OTHER PROPERTIES

Opportunity Investments

We operate niche real estate opportunity funds with $417 million of committed capital (Brookfield’s share – $258 million).

	Total Assets Under   Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested Capital
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Commercial properties	$	1,571	$	1,086	$	159	$	116	$	1,571	$	1,086	$	1,280	$	1,055
Property-specific mortgages														(934)		(820)
Co-investors’ capital														(121)		(103)
	$	1,571	$	1,086	$	159	$	116	$	1,571	$	1,086	$	225	$	132

Total property assets within the fund were approximately $1.6 billion at year end, an increase of $0.5 billion from the end of 2006, due to the completion of a major portfolio acquisition. The portfolio consists of approximately 124 properties, predominantly 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 during the year, offset in part by property sales. Our net invested capital at December 31, 2007 included a $42 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    |    2007 ANNUAL REPORT        53

Residential Properties

We conduct residential property operations in Canada, the United States and Brazil through public subsidiaries in which we hold the following interests: Canada – 51%; United States – 58%; Brazil – 60%. We recently formed a land joint venture with $400 million of committed capital from a U.S. institution and ourselves that we will manage.

	Assets Under   Management   2007		Invested Capital								Operating Cash Flow
AS AT AND FOR THE YEARS ENDED DECEMBER 31			Total				Net				Total				Net
(MILLIONS)			2007		2006		2007		2006		2007		2006		2007		2006
United States	$	1,384	$	1,384	$	1,355	$	1,224	$	1,142	$	46	$	236
Canada		516		516		305		516		305		237		144
Brazil		1,009		1,009		743		612		567		92		36
		2,909		2,909		2,403		2,352		2,014		375		416	$	375	$	416
Impairment charge – U.S.												(103)		—		(103)		—
Borrowings / interest 1								(1,363)		(1,126)						(18)		(23)
Cash taxes																18		(93)
Non-controlling interest in net assets								(539)		(404)						(12)		(69)
								450		484		272		416		260		231
Realization gain								—		—				269		—		269
Net investment / operating cash flow	$	2,909	$	2,909	$	2,403	$	450	$	484	$	272	$	685	$	260	$	500

1 Portion of interest expressed through cost of sales

Total assets, which include property assets as well as inventory, cash and cash equivalents and other working capital balances, have increased since 2006 due to the impact of currency appreciation on our capital in Canada and Brazil, and 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.

Under Development

Properties under development include both active development projects as well as properties that we are redeveloping to enhance their value.

	Total Assets Under Management				Brookfield Invested Capital
					Consolidated Assets				Net Invested Capital
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006
Commercial properties
North America	$	965	$	551	$	965	$	551	$	965	$	551
Australia and United Kingdom		2,072		—		2,072		—		2,072		—
Brazil		162		107		162		107		162		107
Residential lots
Australia		201		—		201		—		201		—
Property-specific financing		—		—		—		—		(1,704)		(240)
	$	3,400	$	658	$	3,400	$	658	$	1,696	$	418

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 Generation Operations.

Current development initiatives in North America are focused on the construction of a 1.1 million square foot premier office property on the Bay Adelaide Centre site located in Toronto’s downtown financial district, representing a book value of $416 million (2006 – $251 million), the redevelopment of the 1.3 million square foot Four Allen Center in Houston carried at $198 million (2006 – $139 million) and properties in Washington, D.C.

We significantly expanded our development activities with the acquisition of Multiplex which has 70 commercial projects underway that will contain over 20 million square feet and approximately 18,000 residential lots, homes and units. 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.

54        Brookfield Asset Management    |    2007 ANNUAL REPORT

Property-specific financing includes debt secured by Bay Adelaide Centre and Four Allen Cedar in North America as well as debt associated with developments in Australia and the United Kingdom that was assumed on the acquisition of Multiplex.

Held for Development

We 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 completed, 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 properties held for development and the associated development costs are capitalized until this event occurs, at which time any disposition gain or loss is realized.

	Brookfield Invested Capital
	Consolidated Assets				Net Invested Capital
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Commercial office properties
Ninth Avenue, New York	$	207	$	184	$	207	$	184
Residential lots
Canada and Brazil		804		516		804		516
Rural development
Brazil		190		66		159		49
	$	1,201	$	766	$	1,170	$	749

Commercial Office Properties

We own well-positioned land at Ninth Avenue between 31st Street and 33rd Street in New York city. We intend to commence construction of the necessary infrastructure to enable the subsequent construction of 5.4 million square feet of commercial office space once the necessary pre-leasing has occurred.

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 12,300 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 372,000 acres of prime rural development land in the States of São Paulo, Minas Gerais and Mato Grosso, having acquired a number of new properties in 2007. 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 timberlands segment.

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SPECIALTY FUNDS

We conduct bridge lending, restructuring and real estate finance activities. Although our primary industry focus is on property, power and long-life infrastructure assets, our mandates within our bridge finance and restructuring funds include other industries which have tangible assets and cash flows, and particularly where we have expertise as a result of previous investment experience. As at December 31, 2007 we managed nine funds with total committed capital of $5 billion and total assets under management of $7 billion.

	Total Assets Under Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007		2006
Bridge lending	$	1,187	$	1,452	$	1,510	$	470	$	488	$	637	$	488	$	622
Restructuring		1,538		977		753		652		1,538		977		361		377
Real estate finance		4,637		5,438		1,225		937		685		183		263		183
Real estate services		125		—		59		59		25		—		25		—
	$	7,487	$	7,867	$	3,547	$	2,118	$	2,736	$	1,797	$	1,137	$	1,182

Bridge Lending

We operate three bridge lending funds. Our first fund has commitments of $1.2 billion at the end of the year, of which $0.9 billion is funded and will mature through 2011. We have $0.6 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 $105 million of loans within the new funds thus far.

We had total assets under management of $1.2 billion at year end, down from $1.5 billion at the end of 2006. The level of committed capital to our funds from clients increased to $1.5 billion at year end due to the formation of new funds during the year. Our net invested capital was $488 million, down from $622 million at the end of 2006. The decline in invested capital occurred primarily during the fourth quarter of 2007 as a result of a number of maturities.

Our portfolio at year end was comprised of 16 loans, and our largest single exposure at that date was $105 million. Our share of the portfolio has an average term of 20 months excluding extension privileges and generates an average yield of 14% based on interest rate levels at year end.

Restructuring

We operate two restructuring funds. Our first fund, Tricap Restructuring Fund (“Tricap I”) completed its investment period last year and we continue to manage and harvest the remaining invested capital of $432 million. We also completed an additional capital raise for Tricap Partners II (“Tricap II”), which now has $842 million of committed capital. The capital committed by us to both funds totals $521 million, including co-investment capital invested by us in Tricap I.

Our two principal investments in Tricap I are Western Forest Products and Concert Industries. Western Forest Products experienced a difficult year due in part to a major industry strike which has since been resolved. Concert Industries, a leading producer of air-laid woven fabric, continues to perform well and we continue to make progress expanding its revenue and operating base.

	Total Assets Under Management				Co-investor Commitments				Brookfield Invested Capital
									Consolidated Assets				Net Invested
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006		2007		2006		2007			2006
Property, plant and equipment	$	615	$	453					$	615	$	453	$	615		$	453
Securities		115		29						115		29		115			29
Loans receivable		51		23						51		23		51			23
Other assets		757		472						757		472		757			472
		1,538		977						1,538		977		1,538			977
Other liabilities														(433	)		(235	)
Subsidiary debt														(293	)		(175	)
Non-controlling interests														(451	)		(190	)
	$	1,538	$	977	$	753	$	652	$	1,538	$	977	$	361		$	377

Our net invested capital in restructuring opportunities at year end was $361 million, relatively unchanged from the end of 2006.

56        Brookfield Asset Management    |    2007 ANNUAL REPORT

Real Estate Finance

We operate three real estate finance funds with total committed capital of approximately $1.6 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 $565 million of equity capital.

During 2007, BREF I acquired investments with an aggregate principal balance of approximately $1.1 billion and concluded its investment period. During 2007, BREF II commenced its investment period and completed investments with an aggregate principal balance of approximately $460 million. The portfolio continues to perform in line with expectations notwithstanding difficult credit markets.

ADVISORY SERVICES

We manage fixed income and real estate securities and provide investment banking services, all with a particular focus on property and infrastructure.

We manage $26.2 billion of fixed income and equity securities on an advisory basis for a large number of institutional and individual investors. The largest proportion of these assets is managed by our New York-based Brookfield Hyperion Group, which specializes in real estate fixed income securities. We acquired Chicago-based K.G. Redding Inc., (now known as Brookfield Redding), in late 2007. Brookfield Redding has a well established record as a leading real estate equity securities manager with a wide variety of clients throughout North America and Australasia. Brookfield Soundvest, based in Ottawa, Canada, manages fixed income and equity securities on behalf of a number of Canadian institutional investors.

	Assets Under Management
AS AT DECEMBER 31 (MILLIONS)	2007		2006
Brookfield Hyperion	$	20,210	$	19,711
Brookfield Redding		5,325		—
Brookfield Soundvest		702		749
	$	26,237	$	20,460

Our investment banking services are provided by teams located in Canada and Brazil.

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.

			Assets Under   Management		Brookfield Invested Capital
					Consolidated				Net
AS AT DECEMBER 31 (MILLIONS)	Location	Interest	2007		2007		2006		2007		2006
Forest products
Norbord Inc.	North America / UK	27%	$	180	$	180	$	178	$	19	$	26
Fraser Papers Inc.	North America	56%		477		477		141		109		141
Privately held	North America	100%		162		162		140		113		95
Infrastructure
Coal lands	Alberta	100%		85		85		73		85		73
Business services
Insurance	Various	80-100%		2,513		2,513		2,357		661		593
Banco Brascan, S.A.	Rio de Janeiro	—		—		—		75		—		75
Privately held	Various	100%		229		229		369		223		278
Publicly listed	Canada	60%		52		52		51		26		23
Property
Privately held	Brazil	Various		153		153		66		100		100
Net investment			$	3,851	$	3,851	$	3,450	$	1,336	$	1,404

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We account for our non-controlled public investments where we exercise significant influence, 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.

Forest Products

We control 41% and own a net beneficial interest in approximately 27% or 40 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 $319 million at year end.

Privately held forest products operations include paper and pulp operations that we acquired out of bankruptcy in April 2003 in connection with the purchase of power generation operations.

Infrastructure

We own the coal rights under approximately 475,000 acres of freehold lands in central Alberta. These lands supply approximately 11% of Alberta’s coal-fired power generation through the production of approximately 13 million tonnes of coal annually. Royalties from this production generate $6 million of operating cash flow and provide a stable source of income as they are free of crown royalties. In addition, we own a 3.5% net profit interest in 75 million tonnes of proven reserves, and 35 million tonnes of potential reserves of high quality metallurgical coal in British Columbia.

Business Services

Our insurance operations are conducted through 80%-owned Imagine Insurance, a specialty reinsurance business which operates internationally; Hermitage Insurance, a property and casualty insurer which operates principally in the northeast United States; and Trisura, a surety company based in Toronto. We manage the securities portfolios of these companies, which total $1.6 billion and consist primarily of highly rated government and corporate bonds, through our public securities operations. Imagine is rated A- and A- (excellent) by Fitch and AM Best, respectively and Hermitage is rated B++ (good) by AM Best. We continue to explore a variety of options to surface the value of our insurance business, which could result in a reduced ownership interest in the future.

We acquired control of Banco Brascan during the year and have integrated the book values associated with their investment banking, lending and capital markets activities with our corresponding activities.

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 reduced our holdings during the year to capture value appreciation in the face of increasingly volatile markets and to fund operating activities.

		Assets Under   Management		Brookfield Invested Capital
				Total				Net
AS AT DECEMBER 31 (MILLIONS)		2007		2007		2006		2007			2006
Financial assets
Government bonds		$	420	$	420	$	57	$	420		$	57
Corporate bonds	– Exchangeable debentures		—		—		375		—			375
	– Other		286		286		199		286			199
Fixed income			22		22		16		22			16
High yield bonds			112		112		137		112			137
Preferred shares			40		40		26		40			26
Common shares	– Multiplex		—		—		44		—			44
	– Other		51		51		504		51			504
Loans receivable			76		76		10		76			10
Total financial assets			1,007		1,007		1,368		1,007			1,368
Cash and cash equivalents			360		360		305		360			305
Deposits and other liabilities			—		—		—		(500	)		(524	)
Net investment		$	1,367	$	1,367	$	1,673	$	867		$	1,149

58        Brookfield Asset Management    |    2007 ANNUAL REPORT

During 2007, we adopted new accounting guidelines related to financial instruments under which our financial assets, other than equity accounted investments and most loans receivable, are carried at fair values. The December 31, 2006 balances are shown at original cost other than designated trading portfolios that are carried at market.

As part of our ongoing risk management and value creation activities, we also establish market positions using total return swaps and credit derivatives. As at December 31, 2007, we maintain common equity positions with a notional value of $70 million through total return swaps. We also bought protection against spread widening through credit default swaps with a total notional value of $2.4 billion, which have a limited downside and benefit from increases in credit spreads and defaults of the underlying debt.

Deposit and other liabilities include broker deposit liabilities associated with our securities portfolio and borrowed securities sold short with a value of $39 million at December 31, 2007.

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PART 6 – 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 total $2.0 billion at December 31, 2007, 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.

CAPITALIZATION

		Book Value								Operating Cash Flow 2
AS AT AND FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Cost of Capital 1	Consolidated				Net Invested Capital				Total				Net
	2007	2007		2006		2007		2006		2007		2006		2007		2006
Corporate borrowings	7%	$	2,048	$	1,507	$	2,048	$	1,507	$	146	$	126	$	146	$	126
Non-recourse borrowings
Property-specific mortgages	7%		21,644		17,148		—		—		1,226		751		—		—
Subsidiary borrowings3	7%		7,463		4,153		711		668		324		212		66		64
Other liabilities	9%		11,102		6,497		3,148		1,771		532		475		450		320
Capital securities	6%		1,570		1,585		1,570		1,585		90		96		90		96
Non-controlling interest in net assets	20%		4,256		3,734		1,773		1,829		636		468		368		247
Shareholders’ equity
Preferred equity	5%		870		689		870		689		44		35		44		35
Common equity	20%		6,644		5,395		6,644		5,395		1,863		1,766		1,863		1,766
	9.5%	$	55,597	$	40,708	$	16,764	$	13,444	$	4,861	$	3,929	$	3,027	$	2,654

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 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

			Book Value								Operating Cash Flow 2
AS AT AND FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Cost of Capital 1		Total				Net				Total				Net
	2007	2006	2007		2006		2007		2006		2007		2006		2007		2006
Commercial paper and bank borrowings	6%	5%	$	167	$	—	$	167	$	—	$	26	$	11	$	26	$	11
Publicly traded term debt	7%	7%		1,881		1,463		1,881		1,463		118		113		118		113
Privately held term debt 3	—	6%		—		44		—		44		2		2		2		2
	7%	7%	$	2,048	$	1,507	$	2,048	$	1,507	$	146	$	126	$	146	$	126

1 As a percentage of average book value of debt

2 Interest expense

3 $ 44 million is secured by coal assets included in Investments

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

The Corporation has $1,395 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 December 31, 2007, $167 million of these facilities were drawn, and approximately $63 million (2006 – $43 million) of the facilities were utilized for letters of credit issued to support various business initiatives.

60        Brookfield Asset Management    |    2007 ANNUAL REPORT

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 is discussed within the Operating Platforms section 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.

				Brookfield Invested Capital								Operating Cash Flow 2
AS AT AND FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Average   Term	Cost of Capital 1		Total				Net				Total				Net
		2007	2006	2007		2006		2007		2006		2007		2006		2007		2006
Commercial properties	6	7%	7%	$	16,360	$	12,470	$	—	$	—	$	834	$	465	$	—	$	—
Power generation	13	7%	8%		3,488		2,704		—		—		248		206		—		—
Infrastructure	6	7%	6%		1,796		1,974		—		—		144		80		—		—
	7	7%	7%	$	21,644	$	17,148	$	—	$	—	$	1,226	$	751	$	—	$	—

1 As a percentage of average book value

2 Interest expense

Commercial property debt includes $2.8 billion of mortgage financing assumed with our acquisition of Multiplex which has no recourse to the Corporation. The remaining increase relates principally to our North American office property operations and reflects 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. The increase also reflects the impact of currency fluctuations on non-U.S. debt.

Property-specific financings within our power operations increased by approximately $800 million due to a $330 million financing secured by hydroelectric facilities in New York State and currency appreciation on financings securing facilities in Brazil and Canada.

During the year, we completed a $1.2 billion financing within our infrastructure operations 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 are in the process of refinancing this debt with long-term fixed rate financing. Consolidated debt declined by a similar amount as we no longer consolidate our Chilean transmission operations beginning June 30, 2007.

Other Debt of Subsidiaries

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

				Brookfield Invested Capital								Operating Cash Flow 2
AS AT AND FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Average   Term	Cost of Capital 1		Total				Net				Total				Net
		2007	2006	2007		2006		2007		2006		2007		2006		2007		2006
Subsidiary borrowings
Properties	2	7%	7%	$	3,806	$	1,111	$	—	$	—	$	55	$	37	$	—	$	—
Power generation	9	5%	5%		797		684		—		—		41		29		—		—
Private equity investments	2	7%	5%		1,387		298		—		—		79		44		—		—
Corporate subsidiaries	7	10%	10%		711		668		711		668		66		64		66		64
Co-investor capital
Properties	6	10%	11%		762		803		—		—		55		12		—		—
Infrastructure	—	—	9%		—		589		—		—		28		26		—		—
	4	7%	7%	$	7,463	$	4,153	$	711	$	668	$	324	$	212	$	66	$	64

1 As a percentage of average book value

2 Interest expense

Brookfield Asset Management    |    2007 ANNUAL REPORT        61

Properties debt includes $1.6 billion of debt incurred to complete the Multiplex acquisition as well as $0.4 billion of debt within that company that has no recourse to the Corporation.

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

Private equity investments’ debt increased due to the consolidation of Fraser Papers and Banco Brascan during 2007.

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 in 2015 which was originally issued in 1990, and was assumed by the Corporation upon amalgamating with the original guarantor.

Capital Securities

				Brookfield Invested Capital								Operating Cash Flow 2
AS AT AND FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Average	Cost of Capital 1		Total				Net				Total				Net
	Term	2007	2006	2007		2006		2007		2006		2007		2006		2007		2006
Corporate preferred shares	7	6%	6%	$	517	$	663	$	517	$	663	$	32	$	44	$	32	$	44
Subsidiary preferred shares	7	6%	6%		1,053		922		1,053		922		58		52		58		52
	7	6%	6%	$	1,570	$	1,585	$	1,570	$	1,585	$	90	$	96	$	90	$	96

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 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 December 31, 2007 was 6% (2006 – 6%) and the average term was 7 years (2006 – 12 years). We have been issuing lower cost perpetual preferred equity 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 a further C$125 million, 8.30% capital securities in July 2007.

Interests of Co-investors in Net Assets

Interests of co-investors 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 /   % Interest	Brookfield Invested Capital								Operating Cash Flow 1
		Total				Net				Total				Net
AS AT AND FOR THE YEARS ENDED DECEMBER 31
(MILLIONS)	2007	2007		2006		2007		2006		2007		2006		2007		2006
Participating interests
Property
Brookfield Properties Corporation	198.3 / 49%	$	1,622	$	1,633	$	1,622	$	1,633	$	361	$	243	$	361	$	243
Brookfield Homes Corporation	11.1 / 42%		245		174		—		—		(16)		69		—		—
Property funds and other	various		843		601		—		—		157		8		—		—
Power generation	various		170		203		—		—		47		42		—		—
Infrastructure
Timberlands	50% / 55%		314		338		—		—		33		26		—		—
Transmission	—		—		242		—		—		5		(6)		—		—
Other	various		911		347		—		—		42		82		—		—
			4,105		3,538		1,622		1,633		629		464		361		243
Non-participating interests			151		196		151		196		7		4		7		4
		$	4,256	$	3,734	$	1,773	$	1,829	$	636	$	468	$	368	$	247

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

62        Brookfield Asset Management    |    2007 ANNUAL REPORT

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 $169 million ($110 million on a net basis) in 2007 compared with $147 million ($85 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.

			Brookfield Invested Capital								Operating Cash Flow 2
AS AT AND FOR THE YEARS	Cost of Capital 1		Total				Net				Total				Net
ENDED DECEMBER 31 (MILLIONS)	2007	2006	2007		2006		2007		2006		2007		2006		2007		2006
Preferred equity	5%	6%	$	870	$	689	$	870	$	689	$	44	$	35	$	44	$	35

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 an equivalent amount and terms in late 2006.

Common Equity

On a diluted basis, Brookfield had 611.0 million common shares outstanding at year end with an aggregate book value of $6.6 billion or $11.64 per share. The market capitalization of our common shares on December 31, 2007 was $22.3 billion or $35.67 per share. The difference of $15.7 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 increased by 0.2 million shares on a diluted basis during 2007. We repurchased 4.9 million common shares under issuer bids at an average price of $33 per share, issued 3.5 million options in connection with annual compensation awards, and issued 1.8 million common shares in connection with an acquisition.

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 42 individuals, including a number of the senior executive officers of Brookfield, who also collectively hold direct and indirect beneficial interests in approximately 100 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.

Brookfield Asset Management    |    2007 ANNUAL REPORT        63

OTHER ASSETS AND LIABILITIES

Other Assets

The following is a summary of other assets:

	Net Invested Capital
AS AT DECEMBER 31 (MILLIONS)	2007		2006
Accounts receivable	$	565	$	386
Restricted cash		184		517
Intangible assets		211		130
Prepaid and other assets		788		888
Deferred tax asset		262		—
	$	2,010	$	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 $1,171 million (2006 – $846 million) associated with Brookfield Properties and $839 million (2006 – $1,075 million) associated with the Corporation.

Other Liabilities

	Brookfield Invested Capital
	Total				Net
AS AT DECEMBER 31 (MILLIONS)	2007		2006		2007		2006
Accounts payable	$	3,659	$	1,778	$	1,130	$	952
Insurance liabilities		1,655		1,619		—		—
Deferred tax liability		1,523		436		1,044		349
Other liabilities		4,265		2,664		974		470
	$	11,102	$	6,497	$	3,148	$	1,771

Accounts payable and other liabilities include $1,398 million associated with Brookfield Properties (2006 – $616 million). 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.

LIQUIDITY

We attempt to maintain sufficient financial liquidity at all times so that we are able to participate in attractive investment opportunities as they arise, and to also better withstand sudden adverse changes in economic circumstances. Our principal sources of liquidity are financial assets, undrawn committed credit facilities, free cash flow and the turnover of assets on our balance sheet. We structure the ownership of our assets to enhance our ability to monetize their embedded value to provide additional liquidity if necessary.

Our free cash flow represents the operating cash flow retained in the business after operating costs and cash taxes, interest payments, dividend payments to other shareholders of consolidated entities, preferred equity distributions and sustaining capital expenditures. This cash flow is available to pay common share dividends, invest for future growth, reduce borrowings or repurchase equity.

64        Brookfield Asset Management    |    2007 ANNUAL REPORT

Maturity Profile of Debt Obligations

We endeavour to finance our long-term assets with long-term financing and to diversify our principal repayments over a number of years. Principal repayments on debt obligations due over the next five years and thereafter are as follows:

Corporate Borrowings

YEARS ENDED DECEMBER 31 (MILLIONS)	Average Term		2008		2009		2010		2011		2012		Beyond		Total
Commercial paper and bank borrowings	2	$	117	$	17	$	17	$	16	$	—	$	—	$	167
Publicly traded term debt	11		299		—		199		—		346		1,037		1,881
Total	11	$	416	$	17	$	216	$	16	$	346	$	1,037	$	2,048
Percentage of total			20%		1%		10%		1%		17%		51%		100%
Property-Specific Borrowings
YEARS ENDED DECEMBER 31 (MILLIONS)	Average Term		2008		2009		2010		2011		2012		Beyond		Total
Commercial properties	6	$	2,950	$	1,678	$	211	$	4,685	$	423	$	5,479	$	15,426
Power generation	13		55		138		161		88		667		2,379		3,488
Infrastructure	6		1,200		42		—		32		—		522		1,796
Development and other properties			131		499		182		2		62		58		934
Total	7	$	4,336	$	2,357	$	554	$	4,807	$	1,152	$	8,438	$	21,644
Percentage of total			20%		11%		3%		22%		5%		39%		100%
Other Debt of Subsidiaries
YEARS ENDED DECEMBER 31 (MILLIONS)	Average Term		2008		2009		2010		2011		2012		Beyond		Total
Subsidiary borrowings
Commercial properties	2	$	469	$	1,754	$	—	$	—	$	25	$	170	$	2,418
Power generation	9		—		448		—		—		—		349		797
Infrastructure	3		4		—		—		4		—		—		8
Development and other properties	2		563		554		121		97		1		53		1,389
Investments	2		836		47		409		25		60		1		1,378
Corporate subsidiaries	7		—		—		—		127		—		584		711
Co-investor capital
Properties	6		—		—		—		—		—		762		762
Total	4	$	1,872	$	2,803	$	530	$	253	$	86	$	1,919	$	7,463
Percentage total			25%		38%		7%		3%		1%		26%		100%
Capital Securities
YEARS ENDED DECEMBER 31 (MILLIONS)							2008 to 2010		2011 to 2013		2014 to 2016		2017 to 2018		Total
Corporate preferred shares and preferred securities						$	—	$	346	$	—	$	171	$	517
Subsidiary preferred shares							199		199		655		—		1,053
Total						$	199	$	545	$	655	$	171	$	1,570
Percentage of total							12%		35%		42%		11%		100%

Brookfield Asset Management    |    2007 ANNUAL REPORT     65

PART 7 – ANALYSIS OF CONSOLIDATED FINANCIAL STATEMENTS

The information in this section enables the reader to reconcile this basis of presentation in our consolidated financial statements to that employed elsewhere in our MD&A. We also provide additional information for certain items not covered within that section. The tables presented on pages 72 and 73 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:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)		2007		2006
Revenues	$	9,343	$	6,897
Net operating income		4,509		3,776
Expenses
Interest		(1,786)		(1,185)
Current income taxes		(68)		(142)
Asset management and other operating costs		(464)		(333)
Non-controlling interests in the foregoing		(636)		(468)
		1,555		1,648
Other items, net of non-controlling interests		(768)		(478)
Net income	$	787	$	1,170
Revenues
FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)		2007		2006
Commercial properties	$	2,331	$	1,500
Power generation		960		894
Infrastructure		599		428
Development and other properties		2,169		1,788
Specialty funds		1,246		908
Investment income and other		2,038		1,379
	$	9,343	$	6,897

Revenues from commercial properties increased due to the expansion of our operations including the acquisition of a major U.S. portfolio in late 2006, which contributed revenues of $899 million ended December 31, 2007. The increase in power generation revenues reflects higher pricing and increased generating capacity offset by lower water flows. Infrastructure revenues increased due to 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. Similarly, investment income and other includes revenues from operations consolidated during 2007 that were accounted for on the equity method during 2006.

Net Operating Income

Net operating income includes the following items from our consolidated statements 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 Part 2 – Performance Review beginning on page 12.

66     Brookfield Asset Management    |    2007 ANNUAL REPORT

The following table reconciles net operating income to the total operating cash flow in the segmented basis of presentation and net operating income:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	Operating Platform		2007		2006
Net operating income		$	4,509	$	3,776
Add:   dividends from equity accounted investments	Private Equity		21		66
dividends from Canary Wharf Group	Commercial Properties		—		87
exchangeable debenture gains	Cash and Financial Assets		331		—
Total operating cash flow		$	4,861	$	3,929

Expenses

The following table reconciles total interest expense to the categories discussed in the Performance Review and Capital Resources and Liquidity sections:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)		2007		2006
Corporate borrowings	$	146	$	126
Property-specific mortgages		1,226		751
Subsidiary borrowings		324		212
Capital securities		90		96
	$	1,786	$	1,185

Corporate interest expense for the year 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 $1,550 million during the year, compared with $963 million 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 $636 million on a consolidated basis during the year, compared with $468 million on a similar basis during 2006. The increase was due to a higher level of operating cash flows within existing partially owned operations. The composition of non-controlling interests is detailed in the table on page 62.

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 30.

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)		2007		2006
Depreciation and amortization	$	(1,034)	$	(600)
Equity accounted loss from investments		(72)		(36)
Provisions and other		(112)		57
Future income taxes		(88)		(203)
Non-controlling interests in the foregoing items		538		304
	$	(768)	$	(478)

Brookfield Asset Management    |    2007 ANNUAL REPORT     67

Depreciation and amortization prior to non-controlling interests increased due to the acquisition of additional assets in a number of segments during 2006 and 2007. Depreciation and amortization for each principal operating segment is summarized in the following table:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)		2007		2006		2005
Commercial properties	$	572	$	294	$	173
Power generation		164		124		104
Infrastructure		138		68		24
Development and other properties		65		36		16
Specialty funds and private equity investments		89		71		51
Other		6		7		6
	$	1,034	$	600	$	374

The increase in depreciation charges during the year includes $254 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.

The following table summarizes earnings from our equity accounted investments for the past three years:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)		2007		2006		2005
Norbord	$	(17)	$	37	$	87
Fraser Papers		(23)		(62)		(13)
Stelco		(32)		(11)		—
Falconbridge		—		—		145
	$	(72)	$	(36)	$	219

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 and third quarter results.

Provisions and other, which largely represent revaluation items, contributed a loss of $112 million in 2007 compared with an income of $57 million in 2006 and are summarized in the following table:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)		2007		2006		2005
Norbord exchangeable debentures	$	(9)	$	59	$	(10)
Interest rate contracts		(64)		7		(16)
Power contracts		(63)		—		—
Stelco recovery of equity accounted losses		43		—		—
Other		(19)		(9)		(33)
	$	(112)	$	57	$	(59)

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 4.70% to 4.02% between December 31, 2006 and December 31, 2007, which led to a $64 million decline in the value of these contracts, 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.

68     Brookfield Asset Management    |    2007 ANNUAL REPORT

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.

We sold our investment in Stelco during the fourth quarter of 2007 for proceeds substantially in excess of our book value and accordingly recovered $43 million of accumulated equity accounted losses in addition to a disposition gain of $231 million.

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 reversals of an income tax liability associated with our U.S. homebuilding operations totalling $51 million following the receipt of a final assessment from income tax authorities in respect of a prior tax year.

CONSOLIDATED BALANCE SHEETS

Total assets at book value increased to $55.6 billion as at December 31, 2007 from $40.7 billion at the end of 2006.

	Book Value
AS AT DECEMBER 31 (MILLIONS)		2007		2006
Assets
Cash and cash equivalents and financial assets	$	3,090	$	2,869
Investments		1,352		775
Accounts receivable and other		7,327		4,805
Intangible assets		1,773		1,146
Goodwill		1,528		669
Operating assets
Property, plant and equipment		37,790		28,082
Securities		1,828		1,711
Loans and notes receivable		909		651
	$	55,597	$	40,708

Investments

Investments represent equity accounted interests in partially owned companies as set forth in the following table, which are discussed further within the relevant business segments in the Description of Operating Platforms.

		% of Investment		Book Value
AS AT DECEMBER 31 (MILLIONS)	Business Segment	2007	2006	2007		2006
Property lands	Commercial Office	20-25%	—	$	382	$	—
Chile transmission	Transmission	28%	28%		330		—
Brazil transmission	Transmission	7.5-25%	7.5-25%		205		157
Norbord Inc.	Investments	41%	38%		180		178
Real Estate Finance Fund	Specialty Funds	27%	33%		148		139
Fraser Papers Inc.	Investments	56%	49%		—		141
Stelco Inc.	Specialty Funds	—	23%		—		44
Other	Various				107		116
Total				$	1,352	$	775

We acquired interests in four commercial office funds with our acquisition of Multiplex. 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. We increased our investment in Norbord to 60.2 million shares through the purchase of 5.8 million shares at a cost of $42 million. We syndicated a portion of our interest in the Real Estate Finance Fund to an institutional investor during the third quarter. 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 received $274 million in proceeds for our investment and recorded a $231 million pre-tax cash gain.

Brookfield Asset Management    |    2007 ANNUAL REPORT     69

Accounts Receivable and Other

	Book Value
AS AT DECEMBER 31 (MILLIONS)		2007		2006
Accounts receivable	$	2,892	$	1,597
Prepaid expenses and other assets		2,930		1,902
Restricted cash		627		961
Inventory		878		345
	$	7,327	$	4,805

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 and U.S. intangible assets increased during the year due largely to the acquisition of Multiplex. 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 72.

Goodwill

Goodwill represents purchase consideration that is not specifically allocated to the tangible and intangible assets being acquired. The balance as at December 31, 2007 includes $694 million of goodwill incurred on the acquisition of Multiplex Group during the fourth quarter of 2007 as discussed within the Property Operations segment; and $593 million of goodwill incurred on the acquisition of Longview Fibre Company during the second 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
AS AT DECEMBER 31 (MILLIONS)		2007		2006
Commercial properties	$	20,984	$	16,058
Power generation		5,137		4,309
Infrastructure		3,046		2,940
Development and other properties		7,573		4,156
Other plant and equipment		1,050		619
	$	37,790	$	28,082

The changes in these balances are discussed within each of the relevant business units within the Description of Operating Platforms section. Commercial properties includes, office and retail property assets. Development and other properties include opportunity investments, residential properties, properties under development and properties held for development.

Securities

Securities include $1.6 billion (2006 – $1.5 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.

70        Brookfield Asset Management    |    2007 ANNUAL REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007			2006
Operating activities	$	3,397		$	984
Financing activities		4,392			8,380
Investing activities		(7,432	)		(9,111	)
Increase in cash and cash equivalents	$	357		$	253

Operating Activities

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

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007			2006
Operating cash flow	$	1,907		$	1,801
Adjust for:
Net change in working capital balances and other		1,254			(418	)
Dividends from Canary Wharf Group		—			(87	)
Realization gains		(231	)		(633	)
Undistributed non-controlling interests in cash flow		467			321
Cash flow from operating activities	$	3,397		$	984

Operating cash flow is discussed in detail elsewhere in this report. Changes in working capital balances reflect the sale of exchangeable debentures for approximately $750 million and an increase in accounts payable of $716 million that represents the amount to be paid in 2008 for the purchase of a retail portfolio completed in 2007.

We retained $467 million (2006 – $321 million) of operating cash flow within our consolidated subsidiaries in excess of that distributed by way of dividends.

Financing Activities

Financing activities generated $4.4 billion of cash during 2007, compared with $8.4 billion in 2006. During the year, we completed a number of property-specific financings within our property, power and infrastructure operations, including a major core office property refinancing which lengthened our maturity profile, and financing for the U.S. Pacific Northwest timberlands acquired during the year. Financing proceeds also includes borrowings at the subsidiary level incurred in connection with the Multiplex acquisition.

During 2007, we increased corporate borrowings by $476 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 4.9 million common shares under issuer bids.

We paid shareholder distributions to holders of our common and preferred shares totalling $316 million (2006 – $258 million), and repurchased common shares issued by our core office and residential property subsidiaries.

Investing Activities

We invested net capital of $7.4 billion on a consolidated basis during 2007, compared with a net investment of $9.1 billion during 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. The most significant acquisitions included that of Multiplex, a major retail property portfolio in Brazil and U.S. timberlands.

Brookfield Asset Management    |    2007 ANNUAL REPORT        71

RECONCILIATION OF SEGMENTED DISCLOSURE TO CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet	AS AT DECEMBER 31, 2007
(MILLIONS)	Commercial Properties		Power		Infrastructure		Development and Other			Specialty Funds		Investments			Cash and Financial Assets		Other Assets		Corporate			Consolidated
Assets
Operating assets
Property, plant and equipment
Commercial properties	$	20,984	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	—		$	20,984
Power generation		—		5,137		—		—			—		—			—		—		—			5,137
Infrastructure		—		—		3,046		—			—		—			—		—		—			3,046
Development and other properties		—		—		106		7,389			—		78			—		—		—			7,573
Other plant and equipment		18		—		—		—			632		398			2		—		—			1,050
Securities		182		—		—		—			—		1,646			—		—		—			1,828
Loans and notes receivable		—		—		—		—			856		53			—		—		—			909
Cash and cash equivalents		470		77		38		305			74		237			360		—		—			1,561
Financial assets		—		707		—		(41	)		180		—			683		—		—			1,529
Investments		382		—		535		30			194		194			17		—		—			1,352
Accounts receivable and other		2,585		848		119		1,398			800		1,208			305		1,837		—			9,100
Goodwill		694		33		591		—			—		37			—		173		—			1,528
Total assets	$	25,315	$	6,802	$	4,435	$	9,081		$	2,736	$	3,851		$	1,367	$	2,010	$	—		$	55,597
Liabilities and shareholders’ equity
Corporate borrowings	$	—	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	2,048		$	2,048
Property-specific financing		13,722		3,488		1,796		2,638			—		—			—		—		—			21,644
Other debt of subsidiaries		3,180		797		9		1,364			637		371			394		—		711			7,463
Accounts payable and other liabilities		3,155		879		668		876			434		1,877			65		—		3,148			11,102
Capital securities		—		—		—		—			—		—			—		—		1,570			1,570
Non-controlling interests in net assets		455		213		317		662			528		267			41		—		1,773			4,256
Preferred equity		—		—		—		—			—		—			—		—		870			870
Common equity / net invested capital		4,803		1,425		1,645		3,541			1,137		1,336			867		2,010		(10,120	)		6,644
Total liabilities and shareholders’ equity	$	25,315	$	6,802	$	4,435	$	9,081		$	2,736	$	3,851		$	1,367	$	2,010	$	—		$	55,597
	AS AT DECEMBER 31, 2006
(MILLIONS)	Commercial Properties		Power		Infrastructure		Development and Other			Specialty Funds		Investments			Cash and Financial Assets		Other Assets		Corporate			Consolidated
Assets
Operating assets
Property, plant and equipment
Commercial properties	$	16,058	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	—		$	16,058
Power generation		—		4,309		—		—			—		—			—		—		—			4,309
Infrastructure		—		—		2,940		—			—		—			—		—		—			2,940
Development and other properties		63		—		111		3,984			—		(2	)									4,156
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		11		86		35		407			42		318			305		—		—			1,204
Financial assets		—		532		81		(15	)		23		—			1,044		—		—			1,665
Investments		—		—		157		—			160		439			19		—		—			775
Accounts receivable and other		917		436		526		537			445		990			305		1,808		—			5,964
Goodwill		—		27		483		—			—		33			—		113		—			656
Total assets	$	17,231	$	5,390	$	4,333	$	4,913		$	1,797	$	3,450		$	1,673	$	1,921	$	—		$	40,708
Liabilities and shareholders’ equity
Corporate borrowings	$	—	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	1,507		$	1,507
Property-specific financing		11,265		2,704		1,974		1,205			—		—			—		—		—			17,148
Other debt of subsidiaries		908		684		596		981			175		67			74		—		668			4,153
Accounts payable and other liabilities		945		419		317		435			250		1,914			446		—		1,771			6,497
Capital securities		—		—		—		—			—		—			—		—		1,585			1,585
Non-controlling interests in net assets		340		215		582		509			190		65			4		—		1,829			3,734
Preferred equity		—		—		—		—			—		—			—		—		689			689
Common equity / net invested capital		3,773		1,368		864		1,783			1,182		1,404			1,149		1,921		(8,049	)		5,395
Total liabilities and shareholders’ equity	$	17,231	$	5,390	$	4,333	$	4,913		$	1,797	$	3,450		$	1,673	$	1,921	$	—		$	40,708

72        Brookfield Asset Management    |    2007 ANNUAL REPORT

Results from Operations	FOR THE YEAR ENDED DECEMBER 31, 2007
(MILLIONS)	Asset Management			Commercial Properties			Power			Infrastructure			Development and Other			Specialty Funds			Investments			Investment Income / Gains		Corporate			Consolidated
Fees earned	$	415		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	415
Revenues less direct operating costs
Commercial properties		—			1,548			—			—			—			—			—			—		—			1,548
Power generation		—			—			611			—			—			—			—			—		—			611
Infrastructure		—			—			—			290			—			—			—			—		—			290
Development and other properties		—			—			—			7			419			—			(9	)		1		—			418
Specialty funds		—			—			—			—			—			370			—			—		—			370
Investment and other income		—			18			—			21			(7	)		11			213			370		—			626
Realization gains		—			—			—			—			—			—			—			—		231			231
		415			1,566			611			318			412			381			204			371		231			4,509
Expenses
Interest		—			843			289			174			72			22			50			7		329			1,786
Asset management and other operating costs		—			—			—			—			—			—			7			—		457			464
Current income taxes		—			10			7			4			(18	)		4			42			—		19			68
Non-controlling interests		—			84			54			38			57			14			1			—		388			636
Net income before the following		415			629			261			102			301			341			104			364		(962	)		1,555
Dividends		—			—			—			—			—			—			21			—		—			21
Xstrata debenture gain		—			—			—			—			—			—			—			331		—			331
Cash flow from operations		415			629			261			102			301			341			125			695		(962	)		1,907
Allocation of fees on Brookfield capital		280			(146	)		(68	)		(26	)		(22	)		(18	)		—			—		—			—
		695			483			193			76			279			323			125			695		(962	)		1,907
Less: asset management expenses		(264	)		—			—			—			—			—			—			—		264			—
non-controlling interests		(65	)		—			—			—			—			—			—			—		65			—
Cash flow from operations	$	366		$	483		$	193		$	76		$	279		$	323		$	125		$	695	$	(633	)	$	1,907
	FOR THE YEAR ENDED DECEMBER 31, 2006
(MILLIONS)	Asset Management			Commercial Properties			Power			Infrastructure			Development and Other			Specialty Funds			Investments			Investment Income / Gains		Corporate			Consolidated
Fees earned	$	257		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	257
Revenues less direct operating costs
Commercial properties		—			936			—			—			—			—			—			—		—			936
Power generation		—			—			620			—			—			—			—			—		—			620
Infrastructure		—			—			—			200			—			—			—			—		—			200
Development and other properties		—			—			—			6			466			—			(2	)		—		—			470
Specialty funds		—			—			—			—			—			228			—			—		—			228
Investment and other income		—			—			—			—			—			1			18			413		—			432
Realization gains		—			—			—			—			—			—			—			—		633			633
		257			936			620			206			466			229			16			413		633			3,776
Expenses
Interest		—			457			235			109			53			13			32			—		286			1,185
Asset management and other operating costs		—			—			—			—			—			—			17			—		316			333
Current income taxes		—			6			2			8			93			3			3			—		27			142
Non-controlling interests		—			5			46			20			74			49			10			17		247			468
Net income before the following		257			468			337			69			246			164			(46	)		396		(243	)		1,648
Dividends		—			87			—			—			—			—			66			—		—			153
Cash flow from operations		257			555			337			69			246			164			20			396		(243	)		1,801
Allocation of fees on Brookfield capital		226			(121	)		(62	)		(8	)		(21	)		(14	)		—			—		—			—
		483			434			275			61			225			150			20			396		(243	)		1,801
Less: asset management expenses		(192	)		—			—			—			—			—			—			—		192			—
non-controlling interests		(54	)		—			—			—			—			—			—			—		54			—
Cash flow from operations	$	237		$	434		$	275		$	61		$	225		$	150		$	20		$	396	$	3		$	1,801

Brookfield Asset Management    |    2007 ANNUAL REPORT        73

PART 8 – SUPPLEMENTAL INFORMATION

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

CONTRACTUAL OBLIGATIONS

The following table presents the contractual obligations of the company by payment periods:

			Payments Due by Period
(MILLIONS)	Total		Less than One Year		1 - 3 Years		4 - 5 Years		After 5 Years
Long-term debt
Property-specific mortgages	$	21,644	$	4,336	$	2,911	$	5,959	$	8,438
Other debt of subsidiaries		7,463		1,872		3,333		339		1,919
Corporate borrowings		2,048		416		233		362		1,037
Capital securities		1,570		—		199		246		1,125
Lease obligations		27		5		10		6		6
Commitments		1,068		1,068		—		—		—
Interest expense 1
Long-term debt		10,130		1,916		2,710		1,834		3,670
Capital securities		541		81		162		133		165
Interest rate swaps		213		73		37		32		71

1 Represents aggregate interest expense expected to be paid over the term of the obligations. Variable interest rate payments have been calculated based on current rates

Contractual obligations include $1,068 million (2006 – $1,074 million) of commitments by the company and its subsidiaries provided in the normal course of business, including commitments to provide bridge financing, and letters of credit and guarantees provided in respect of power sales contracts and reinsurance obligations, of which $95 million is included as liabilities in the consolidated balance sheets and the balance treated as contingent obligations.

OFF BALANCE SHEET ARRANGEMENTS

We conduct our operations primarily through entities that are fully or proportionately consolidated in our financial statements. We do hold non-controlling interests in entities which are accounted for on an equity basis, as are interests in some of our funds, however we do not guarantee any financial obligations of these entities other than our contractual commitments to provide capital to a fund, which are limited to predetermined amounts.

We utilize various financial instruments in our business to manage risk and make better use of our capital. The fair values of these instruments that are reflected on our balance sheets, are disclosed in Note 18 to our Consolidated Financial Statements and under Financial and Liquidity Risks beginning on page 42.

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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to select appropriate accounting policies to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In particular, critical accounting policies and estimates utilized in the normal course of preparing the company’s financial statements require the determination of future cash flows utilized in assessing net recoverable amounts and net realizable values; depreciation and amortization; value of goodwill and intangible assets; ability to utilize tax losses; the determination of the primary beneficiary of variable interest activities; effectiveness of financial hedges for accounting purposes; and fair values for disclosure purposes.

In making estimates, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. These estimates have been applied in a manner consistent with that in the prior year and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in this report. The estimates are impacted by, among other things, movements in

74        Brookfield Asset Management    |    2007 ANNUAL REPORT

interest rates and other factors, some of which are highly uncertain, as described in the analysis of Business Environment and Risks beginning on page 41 and in the section entitled Financial and Liquidity Risk beginning on page 42. The interrelated nature of these factors prevents us from quantifying the overall impact of these movements on the company’s financial statements in a meaningful way. For further reference on critical accounting policies, see our significant accounting policies contained in Note 1 and Changes in Accounting Policies as described below.

CHANGES IN ACCOUNTING POLICIES

Financial Instruments

In 2005, the CICA issued five new accounting standards: Handbook Section 1530, Comprehensive Income (Section 1530), Handbook Section 3251, Equity (Section 3251), 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 which 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 Annual 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 Sheets.

Equity

Section 3251, Equity (Section 3251) establishes standards for the presentation of equity and changes in equity during the reporting period. The requirements of this section are in addition to those noted above in Section 1530. This standard requires the disclosure of both the changes in equity during the periods presented and the components of equity as at the end of the periods presented. As a result of adopting this standard, AOCI has been presented as a separate component of common equity.

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 the company becomes 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 held-for-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 are measured at fair value with gains and losses recognized in income in the period in which they arise. Available-for-sale financial assets are measured at fair value with unrealized gains and losses, including changes in foreign exchange rates, being recognized in OCI in the period in which they arise. Financial assets classified as 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. The company classifies financial instruments using their applicable default categories except when, in the opinion of management, alternative classification results in a more relevant accounting treatment of the specific instrument.

Derivative instruments are 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 are 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 are recognized in OCI.

Brookfield Asset Management    |    2007 ANNUAL REPORT        75

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.

The company accounts for securities transactions using trade date accounting. 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 derivative is 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: (i) 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; and (ii) 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, 3251, 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, effective cash flow hedges and hedges of net investments in self-sustaining foreign operations; and (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 year is described in the Consolidated Statements of Comprehensive Income. Net income during 2007 was reduced by $331 million representing the transitional adjustment in respect of securities sold during the year that would have been recognized under the previous accounting policies.

Accounting Changes

Effective January 1, 2007 the company adopted CICA Handbook Section 1506, Accounting Changes. The new standard sets out the conditions that must be met for a change in accounting policy to be applied in accordance with GAAP, specifies how such changes should be applied and requires disclosure of the impact of changes in accounting policies. The standard also specifies that changes in accounting estimate be recognized prospectively in net income and requires disclosure of the impact of a change in estimate on the current and future periods. The adoption of this standard did not have a material impact on the consolidated financial statements.

76        Brookfield Asset Management    |    2007 ANNUAL REPORT

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 arrangements identified as potential variable interests. EIC-163 was effective for the company on April 1, 2007. The implementation of EIC-163 did not have a material impact to the 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 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 computations. The implementation of EIC-164 did not have a material impact to the 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 year ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect the internal control over financial reporting.

DISCLOSURE CONTROLS

Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in the Canadian Securities Administrators Multilateral Instrument 52-109). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of December 31, 2007 in providing reasonable assurance that material information relating to the company and the consolidated subsidiaries would be made known to them within those entities.

CORPORATE DIVIDENDS

The distributions paid by Brookfield on outstanding securities during the past three years are as follows:

	Distribution per Security
		2007		2006		2005
Class A Common Shares 1	$	0.47	$	0.40	$	0.26
Class A Preferred Shares
Series 2		0.99		0.88		0.63
Series 3 2		—		—		2,012.46
Series 4 + Series 7		0.99		0.88		0.63
Series 8		1.10		1.10		0.74
Series 9		1.01		1.25		1.16
Series 10		1.34		1.27		1.19
Series 11		1.28		1.22		1.14
Series 12		1.26		1.19		1.12
Series 13		0.99		0.88		0.63
Series 14		3.57		3.10		2.25
Series 15		1.15		1.00		0.65
Series 17 3		1.11		0.12		—
Series 18 4		0.71		—		—
Preferred Securities
Due 2050 5		0.01		1.85		1.73
Due 2051 6		0.95		1.84		1.71

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

Brookfield Asset Management    |    2007 ANNUAL REPORT        77

QUARTERLY RESULTS

Net income and operating cash flows for the eight recently completed quarters are as follows:

	2007												2006
(MILLIONS)	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Total revenues	$	3,158		$	2,219		$	2,125		$	1,841		$	2,904		$	1,405		$	1,405		$	1,183
Fees earned		92			96			95			132			70			64			69			54
Revenues less direct operating costs
Commercial property		414			350			396			388			322			194			208			212
Power generation		148			105			170			188			142			122			156			200
Infrastructure		33			54			114			89			70			80			30			20
Development and other properties		115			40			117			146			164			107			129			70
Specialty funds		233			16			59			62			131			29			29			39
Investment and other income		133			248			116			129			78			180			84			90
Realization gains		204			—			27			—			528			79			—			26
		1,372			909			1,094			1,134			1,505			855			705			711
Expenses
Interest		510			454			424			398			420			291			250			224
Asset management and other operating costs		141			108			105			110			108			70			84			71
Current income taxes		28			(6	)		26			20			68			23			37			14
Non-controlling interest in net income before the following		124			103			204			205			142			108			118			100
Net income before the following		569			250			335			401			767			363			216			302
Equity accounted income (loss) from investments		(4	)		—			(29	)		(39	)		(10	)		(7	)		3			(22	)
Depreciation and amortization		(294	)		(250	)		(267	)		(223	)		(233	)		(136	)		(127	)		(104	)
Provisions and other		(95	)		(33	)		11			5			(37	)		4			70			20
Future income taxes		35			11			(69	)		(65	)		3			(49	)		(86	)		(71	)
Non-controlling interests in the foregoing items		135			115			172			116			121			70			59			54
Net income	$	346		$	93		$	153		$	195		$	611		$	245		$	135		$	179

For the three months ended December 31, 2007, we reported operating cash flow of $575 million, compared to $859 million during the same period in 2006 as shown in the table on the following page and reported net income of $346 million and $611 million for the same periods in 2007 and 2006, respectively.

The results for the three months ended December 31, 2006 included $528 million of realization gains whereas the results for the fourth quarter of 2007 included $204 million of realization gains. The contribution from specialty funds during the fourth quarter of 2007 included a $231 million disposition gain within our restructuring operations whereas the 2006 results from the same unit included a $59 million net contribution from the settlement of an outstanding trade negotiations involving one of our investee companies. Commercial property operations contributed a higher level of operating cash flow due to acquisitions completed in the fourth quarter of both 2006 and during 2007. Cash flow from commercial property operations in 2006 included an $87 million dividend from Canary Wharf, which represents an important component of our European property operations.

Commercial office property operations tend to produce consistent results throughout the year due to the long-term nature of the contractual lease arrangements. Quarterly seasonality does exist in our residential property and power generation operations. With respect to our residential operations, the fourth quarter tends to be the strongest as this is the period during which most of the construction is completed and homes are delivered. With respect to our power generation operations, seasonality exists in water inflows and pricing. During the fall rainy season and spring thaw, water inflows tend to be the highest leading to higher generation during those periods; however prices tend not to be as strong as the summer and winter seasons due to the more moderate weather conditions during those periods and associated reductions in demand for electricity. We periodically record realization and other gains, special distributions, as well as gains on losses or any unhedged financial positions throughout our operations and, while the timing of these items is difficult to predict, the dynamic nature of our asset base tends to result in these items occurring on a relatively frequent basis.

78        Brookfield Asset Management    |    2007 ANNUAL REPORT

Cash flow from operations for the last eight quarters are as follows:

	2007								2006
(MILLIONS, EXCEPT PER SHARE AMOUNTS)	Q4		Q3		Q2		Q1		Q4		Q3		Q2		Q1
Net income before the following	$	569	$	250	$	335	$	401	$	767	$	363	$	216	$	302
Dividends from equity accounted investments		6		5		5		5		5		5		51		5
Dividends from Canary Wharf		—		—		—		—		87		—		—		—
Exchangeable debenture gain		—		66		100		165		—		—		—		—
Cash flow from operations and gains		575		321		440		571		859		368		267		307
Preferred share dividends		12		13		10		9		8		7		10		10
Cash flow to common shareholders	$	563	$	308	$	430	$	562	$	851	$	361	$	257	$	297
Common equity – book value	$	6,644	$	6,328	$	6,337	$	6,061	$	5,395	$	4,905	$	4,721	$	4,663
Common shares outstanding 1		583.6		581.0		583.6		582.2		581.8		581.0		580.2		579.8
Per common share 1
Cash flow from operations	$	0.94	$	0.52	$	0.72	$	0.93	$	1.42	$	0.60	$	0.43	$	0.50
Net income		0.56		0.13		0.24		0.31		1.01		0.40		0.20		0.29
Dividends		0.12		0.12		0.12		0.11		0.11		0.11		0.11		0.07
Book value		11.64		11.17		11.07		10.59		9.37		8.60		8.31		8.19
Market trading price (NYSE)		35.67		38.50		39.90		34.84		32.12		29.56		27.08		24.47

1 Adjusted to reflect three-for-two stock split

ADDITIONAL SHARE DATA

Basic and Diluted Earnings Per Share

The components of basic and diluted earnings per share are summarized in the following table:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006
Net income	$	787	$	1,170
Preferred share dividends		(44)		(35)
Net income available for common shareholders	$	743	$	1,135
Weighted average – common shares		582		580
Dilutive effect of the conversion of notes and options using treasury stock method		17		18
Common shares and common share equivalents		599		598

Issued and Outstanding Common Shares

The number of issued and outstanding common shares changed as follows:

FOR THE YEARS ENDED DECEMBER 31 (MILLIONS)	2007	2006
Outstanding at beginning of year	581.8	579.6
Issued (repurchased)
Dividend reinvestment plan	0.1	0.1
Management share option plan	4.9	2.4
Issuer bid purchases	(5.0)	(0.3)
Acquisition	1.8	—
Outstanding at end of year	583.6	581.8
Unexercised options	27.4	29.0
Total diluted common shares at end of year	611.0	610.8

In calculating our book value per common share, the cash value of our unexercised options of $469 million (2006 – $328 million) is added to the book value of our common share equity of $6,644 million (2006 – $5,395 million) prior to dividing by the total diluted common shares presented above.

Brookfield Asset Management    |    2007 ANNUAL REPORT        79

ASSETS UNDER MANAGEMENT

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
	Year			Net Invested		Committed		Net Invested		Committed		Ownership
AS AT DECEMBER 31, 2007 (MILLIONS)	Formed	Assets		Capital		Capital 1		Capital		Capital		Level
Core and Value Add
U.S. Core Office 2	2006	$	7,650	$	1,770	$	1,950	$	980	$	1,025	62%
Canadian Core Office 2	2005		1,641		866		866		650		650	25%
Multiplex Funds 3	2007		2,530		924		924		623		623	various
West Coast Timberlands	2005		911		477		477		243		243	50%
East Coast Timber Fund	2006		205		117		117		72		72	45%
Transmission	2006		2,650		1,207		1,207		877		877	28%
Bridge Loan I	2003		1,082		1,082		1,435		661		814	41%
Bridge Loan II	2007		105		105		936		38		696	26%
Real Estate Finance	various		4,637		1,330		1,624		1,053		1,225	4-51%
Brookfield Real Estate Services Fund	2003		125		84		84		59		59	25%
			21,536		7,962		9,620		5,256		6,284
Opportunity and Private Equity
Real Estate Opportunity	2006		988		226		249		93		116	52%
Real Estate Opportunity II	2007		583		92		168		—		43	74%
Brazil Retail Property	2006		1,698		328		800		225		600	25%
Residential Properties – U.S. 4	2007		1,384		400		400		200		200	29%
Tricap Restructuring I	2002		878		432		432		211		211	48%
Tricap Restructuring II	2006/7		660		380		842		240		542	36%
			6,191		1,858		2,891		969		1,712
Listed Securities and Fixed Income
Equity Funds	various		6,027		6,027		6,027		6,027		6,027	3%
Fixed Income Funds	various		20,210		20,210		20,210		20,210		20,210	na
			26,237		26,237		26,237		26,237		26,237
Total fee bearing assets/capital			53,964		36,057		38,748	$	32,462	$	34,233	na
Directly Held Non-Fee Bearing Assets
Core Office – North America 2			10,357		2,149		2,149
Core Office – Europe			796		257		257
Core Office – Australia			6,078		987		987
Residential Properties – Canada 2 / Brazil			1,525		200		200
Power Generation – North America			5,994		901		901
Power Generation – Brazil			808		524		524
Timber – U.S.			2,462		674		674
Timber – Brazil			97		72		72
Transmission – Canada / Brazil			430		290		290
Other			11,829		6,695		6,695
			40,376		12,749		12,749
		$	94,340	$	48,806	$	51,497

1 Includes incremental co-investment capital

2 Held by 51%-owned Brookfield Properties

3 Comprised of four funds with ownerships ranging from 20% to 25%

4 Held by 58%-owned Brookfield Homes

80        Brookfield Asset Management    |    2007 ANNUAL REPORT

Internal Control Over Financial Reporting

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Brookfield Asset Management Inc. (“Brookfield”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of Brookfield’s internal control over financial reporting as of December 31, 2007, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2007, Brookfield’s internal control over financial reporting is effective. Also, management determined that there were no material weaknesses in Brookfield’s internal control over financial reporting as of December 31, 2007. Management excluded from its assessment the internal control over financial reporting at Longview Fibre Inc. (“Longview”), Multiplex Group Limited (“Multiplex”), and Malzoni Properties Inc. (“Malzoni”), which were acquired during 2007, whose total assets, net assets, total revenues, and net

income on a combined basis constitute approximately 22%, 39%, 11% and nil% respectively of the consolidated financial statement amounts as of and for the year ended December 31, 2007.

Management’s assessment of the effectiveness of Brookfield’s internal control over financial reporting as of December 31, 2007, has been audited by Deloitte & Touche, LLP, Independent Registered Chartered Accountants, who also audited Brookfield’s Consolidated Financial Statements for the year ended December 31, 2007. As stated in the Report of Independent Registered Chartered Accountants, Deloitte & Touche, LLP expressed an unqualified opinion on Brookfield’s internal control over financial reporting as of December 31, 2007.

Toronto, Canada	J. Bruce Flatt	Brian D. Lawson
March 13, 2008	Chief Executive Officer	Chief Financial Officer

Brookfield Asset Management    |    2007 ANNUAL REPORT        81

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Shareholders of Brookfield Asset Management Inc.

We have audited the internal control over financial reporting of Brookfield Asset Management Inc. and subsidiaries (the “Company”) as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Longview Fibre Company (“Longview”), Multiplex Group (“Multiplex”), and Malzoni Properties Inc. (“Malzoni”), which were acquired in 2007 and whose financial statements, on a combined basis, constitute approximately 39% and 22% of net and total assets, respectively, 11% of revenues, and nil% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2007. Accordingly, our audit did not include the internal control over financial reporting at Longview, Multiplex, and Malzoni. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with Canadian generally accepted auditing standards, the consolidated financial statements as of and for the year ended December 31, 2007 of the Company and our report dated March 13, 2008 expressed an unqualified opinion on those financial statements.

Toronto, Canada	Deloitte & Touche, LLP
March 13, 2008	Independent Registered Chartered Accountants
	Licensed Public Accountants

82        Brookfield Asset Management    |    2007 ANNUAL REPORT

Consolidated Financial Statements

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements and other financial information in this Annual Report have been prepared by the company’s management which is responsible for their integrity, consistency, objectivity and reliability. To fulfill this responsibility, the company maintains policies, procedures and systems of internal control to ensure that its reporting practices and accounting and administrative procedures are appropriate to provide a high degree of assurance that relevant and reliable financial information is produced and assets are safeguarded. These controls include the careful selection and training of employees, the establishment of well-defined areas of responsibility and accountability for performance and the communication of policies and code of conduct throughout the company. In addition, the company maintains an internal audit group that conducts periodic audits of all aspects of the company’s operations. The Chief Internal Auditor has full access to the Audit Committee.

These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in Canada, and where appropriate, reflect estimates based on management’s judgment. The financial information presented throughout this Annual Report is generally consistent with the information contained in the accompanying consolidated financial statements.

Deloitte & Touche, LLP, the independent registered chartered accountants appointed by the shareholders, have examined the consolidated financial statements set out on pages 84 through 115 in accordance with auditing standards generally accepted in Canada to enable them to express to the shareholders their opinion on the consolidated financial statements. Their report is set out below.

The consolidated financial statements have been further reviewed and approved by the Board of Directors acting through its Audit Committee, which is comprised of directors who are not officers or employees of the company. The Audit Committee, which meets with the auditors and management to review the activities of each and reports to the Board of Directors, oversees management’s responsibilities for the financial reporting and internal control systems. The auditors have full and direct access to the Audit Committee and meet periodically with the committee both with and without management present to discuss their audit and related findings.

Toronto, Canada	J. Bruce Flatt	Brian D. Lawson
March 13, 2008	Chief Executive Officer	Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Shareholders of Brookfield Asset Management Inc.

We have audited the consolidated balance sheets of Brookfield Asset Management Inc. (the “Company”) as at December 31, 2007 and 2006, and the consolidated statements of income, retained earnings, comprehensive income, accumulated other comprehensive income (loss) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and 2006 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

On March 13, 2008, we reported separately to the Board of Directors and Shareholders of Brookfield Asset Management Inc. that we have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), consolidated financial statements for the same periods, prepared in accordance with Canadian generally accepted accounting principles but which included a footnote providing a reconciliation of accounting principles generally accepted in Canada and the United States of America as it related to the Company.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2008 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Toronto, Canada	Deloitte & Touche, LLP
March 13, 2008	Independent Registered Chartered Accountants
	Licensed Public Accountants

Brookfield Asset Management    |    2007 ANNUAL REPORT        83

CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31 (MILLIONS)	Note	2007		2006
Assets
Cash and cash equivalents		$	1,561	$	1,204
Financial assets	3		1,529		1,665
Investments	4		1,352		775
Accounts receivable and other	5		7,327		4,805
Intangible assets	6		1,773		1,146
Goodwill	2		1,528		669
Operating assets
Property, plant and equipment	7		37,790		28,082
Securities	8		1,828		1,711
Loans and notes receivable	9		909		651
		$	55,597	$	40,708
Liabilities and shareholders’ equity
Corporate borrowings	10	$	2,048	$	1,507
Non-recourse borrowings
Property-specific mortgages	11		21,644		17,148
Subsidiary borrowings	11		7,463		4,153
Accounts payable and other liabilities	12		10,055		5,578
Intangible liabilities	13		1,047		919
Capital securities	14		1,570		1,585
Non-controlling interests in net assets	15		4,256		3,734
Shareholders’ equity
Preferred equity	16		870		689
Common equity	17		6,644		5,395
		$	55,597	$	40,708

On behalf of the Board:
Robert J. Harding, FCA, Director	Marcel R. Coutu, Director

84     Brookfield Asset Management    |    2007 ANNUAL REPORT

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31 (MILLIONS, EXCEPT PER SHARE AMOUNTS)	Note	2007			2006
Total revenues		$	9,343		$	6,897
Fees earned			415			257
Revenues less direct operating costs	19
Commercial properties			1,548			936
Power generation			611			620
Infrastructure			290			200
Development and other properties			418			470
Specialty funds			370			228
			3,652			2,711
Investment and other income			626			432
Realization gains			231			633
			4,509			3,776
Expenses
Interest			1,786			1,185
Current income taxes	21		68			142
Asset management and other operating costs			464			333
Non-controlling interests in net income before the following	20		636			468
			1,555			1,648
Other items
Equity accounted loss from investments	22		(72	)		(36	)
Depreciation and amortization			(1,034	)		(600	)
Provisions and other			(112	)		57
Future income taxes	21		(88	)		(203	)
Non-controlling interests in the foregoing items	20		538			304
Net income		$	787		$	1,170
Net income per common share1	17
Diluted		$	1.24		$	1.90
Basic		$	1.27		$	1.95

1 Prior year has been restated to reflect three-for-two stock split on June 1, 2007

Brookfield Asset Management    |    2007 ANNUAL REPORT     85

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

YEARS ENDED DECEMBER 31 (MILLIONS)	2007			2006
Retained earnings, beginning of year	$	4,222		$	3,321
Change in accounting policy 1		292			—
Net income		787			1,170
Preferred equity issue costs		(6	)		(5	)
Shareholder distributions – preferred equity		(44	)		(35	)
– common equity		(272	)		(223	)
Amount paid in excess of book value of common shares purchased for cancellation		(112	)		(6	)
	$	4,867		$	4,222

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME¹

YEARS ENDED DECEMBER 31 (MILLIONS)	Note	2007			2006
Net income		$	787		$	1,170
Other comprehensive income (loss)	3
Foreign currency translation			410			(36	)
Available-for-sale securities			(79	)		—
Derivative instruments designated as cash flow hedges			(73	)		—
Future income taxes on above items			44			—
			302			(36	)
Comprehensive income		$	1,089		$	1,134

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

CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)¹

YEARS ENDED DECEMBER 31 (MILLIONS)	2007		2006
Transition adjustment – January 1, 2007	$	143	$	—
Other comprehensive income (loss)		302		(36	)
Balance, end of year	$	445	$	(36	)

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

86     Brookfield Asset Management    |    2007 ANNUAL REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31 (MILLIONS)	Note	2007			2006
Operating activities
Net income		$	787		$	1,170
Adjusted for the following non-cash items
Depreciation and amortization			1,034			600
Future income taxes and other provisions			200			146
Realization gains			(231	)		(633	)
Non-controlling interest in non-cash items	20		(538	)		(304	)
Equity accounted loss and dividends received from investments			93			102
			1,345			1,081
Net change in non-cash working capital balances and other			1,472			(418	)
Undistributed non-controlling interests in cash flows			467			321
			3,284			984
Financing activities
Corporate borrowings, net of repayments	25		476			(110	)
Property-specific mortgages, net of repayments	25		2,484			5,437
Other debt of subsidiaries, net of repayments	25		1,824			33
Capital provided by non-controlling interests			268			1,950
Capital securities redemption			(225	)		—
Corporate preferred equity issuance			181			174
Common shares and equivalents repurchased, net of issuances	25		(121	)		10
Common shares of subsidiaries repurchased, net of issuances			(100	)		1,144
Shareholder distributions			(316	)		(258	)
			4,471			8,380
Investing activities
Investment in or sale of operating assets, net
Property	25		(5,798	)		(6,482	)
Power generation			(452	)		(801	)
Infrastructure			(1,330	)		(1,718	)
Securities and loans	25		(528	)		(720	)
Financial assets	25		636			696
Investments			115			(169	)
Other property, plant and equipment			(41	)		(4	)
Dividends from Canary Wharf Group, plc			—			87
			(7,398	)		(9,111	)
Cash and cash equivalents
Increase			357			253
Balance, beginning of year			1,204			951
Balance, end of year		$	1,561		$	1,204

Brookfield Asset Management    |    2007 ANNUAL REPORT     87

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF ACCOUNTING POLICIES

These consolidated financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) as prescribed by the Canadian Institute of Chartered Accountants (“CICA”).

(a) Basis of Presentation

All currency amounts are in United States dollars (“U.S. dollars”) unless otherwise stated. The consolidated financial statements include the accounts of Brookfield Asset Management Inc. and the entities over which it has voting control, as well as Variable Interest Entities (“VIEs”) for which the company is considered to be the primary beneficiary.

The company accounts for investments over which it has significant influence using the equity basis. Interests in jointly controlled partnerships and corporate joint ventures are proportionately consolidated. Measurement of investments in which the company does not have a significant influence depends on the financial instrument classification.

Certain prior year amounts have been reclassified to conform to the current year’s presentation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates are required in the determination of cash flows and probabilities in assessing net recoverable amounts and net realizable values, tax and other provisions, hedge effectiveness, and fair values.

(b) Reporting Currency

The U.S. dollar is the functional currency of the company’s head office operations and the U.S. dollar is the company’s reporting currency.

The accounts of self-sustaining subsidiaries having a functional currency other than the U.S. dollar are translated using the current rate method. Gains or losses on translation are deferred and included in other comprehensive income in the cumulative translation adjustment account. Gains or losses on foreign currency denominated balances and transactions that are designated as hedges of net investments in these subsidiaries are reported in the same manner.

Foreign currency denominated monetary assets and liabilities of the company and subsidiaries where the functional currency is other than the U.S. dollar, are translated at the rate of exchange prevailing at period-end and revenues and expenses at average rates during the period. Gains or losses on translation of these items are included in the consolidated statements of income. Gains or losses on transactions which hedge these items are also included in the consolidated statements of income. Gains or losses on foreign currency denominated available-for-sale financial instruments are included in other comprehensive income.

(c) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits and all highly liquid short-term investments with original maturities less than 90 days.

(d) Operating Assets

(i) Commercial Properties

Commercial properties held for investment are carried at cost less accumulated depreciation. Depreciation on buildings is provided during the year on a straight-line basis over the useful lives of the properties to a maximum of 60 years. Depreciation is determined with reference to the carried value, remaining estimated useful life and residual value of each rental property. Tenant improvements and re-leasing costs are deferred and amortized over the lives of the leases to which they relate.

CICA Handbook EIC-140, Accounting for Operating Leases Acquired in either an Asset Acquisition or a Business Combination and CICA Handbook EIC-137, Recognition of Customer Relationships Acquired in a Business Combination require that when a company acquires real estate in either an asset acquisition or business combination, a portion of the purchase price should be allocated to the in-place leases to reflect the intangible amounts of leasing costs, above or below market tenant and land leases, and tenant relationship values, if any. These intangible costs are amortized over their respective lease terms.

88     Brookfield Asset Management    |    2007 ANNUAL REPORT

(ii) Power Generation

Power generating facilities are recorded at cost, less accumulated depreciation. Depreciation on power generating facilities and equipment is provided at various rates on a straight-line basis over the estimated service lives of the assets, which are up to 60 years for hydroelectric generation assets.

Power generating facilities under development are recorded at cost, including pre-development expenditures, unless impairment is identified requiring a write-down to estimated fair value.

(iii) Infrastructure

(a) Timberlands

Timber assets are carried at cost, less accumulated depletion. Depletion of timber assets is determined based on the number of cubic metres of timber harvested annually at a fixed rate.

(b) Transmission Infrastructure

Transmission assets are carried at cost, less accumulated depreciation. Depreciation on transmission and distribution facilities is provided at various rates on a straight-line basis over the estimated service lives of the assets, which is up to 40 years.

(iv) Development and Other Properties

Development and other properties consist of residential properties, properties for which a major repositioning program is being conducted and properties which are under construction. These properties are recorded at cost, including pre-development expenditures. Homes and other properties held for sale, which include properties subject to sale agreements, are recorded at the lower of cost and estimated fair value. Income received relating to homes and other properties held for sale is applied against the carried value of these properties. Costs are allocated to the saleable acreage of each project or subdivision in proportion to the anticipated revenue.

(v) Financial Assets, Investments and Securities

Financial Assets include securities that are not an active component of the company’s asset management operations and are designated as either held-for-trading or available-for-sale. Investments in securities that are actively deployed in the company’s operations are classified as securities and are designated as either held-for-trading or available-for-sale. Financial Assets and Securities are recorded at fair value, with changes in fair value accounted for in net income or other comprehensive income as applicable. Equity instruments designated as available-for-sale financial assets and securities that do not have a quoted market price from an active market are carried at cost.

Investments include investments in the securities of affiliates and are accounted for using the equity method of accounting.

Provisions are established in instances where, in the opinion of management, the carrying values of portfolio securities or portfolio investments has been impaired.

(vi) Loans and Notes Receivable

Loans and notes receivable are recorded initially at their fair value and, with the exception of receivables designated as trading, are subsequently measured at amortized cost using the effective interest method, less any applicable provision for impairment. Loans and receivables designated as held-for-trading are recorded at fair value with changes in fair value accounted for in net income in the period in which they arise. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

(e) Asset Impairment

For assets other than securities and loans and notes receivable, a write-down to estimated fair value is recognized if the estimated undiscounted future cash flows from an asset or group of assets is less than their carried value. The projections of future cash flows take into account the relevant operating plans and management’s best estimate of the most probable set of economic conditions anticipated to prevail in the market.

(f) Accounts Receivable and Other

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less any provision for impairment. Included in accounts receivable and other are restricted cash and inventories which are carried at the lower of average cost and net realizable value and materials and supplies which are valued at the lower of average cost and replacement cost.

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(g) Intangible Assets and Liabilities

Intangible assets and liabilities with a finite life are amortized on a straight-line basis over their estimated useful lives, generally not exceeding 20 years, and are tested for impairment when conditions exist which may indicate that the estimated future net cash flows from the asset will be insufficient to recover its carrying amount.

(h) Goodwill

Goodwill represents the excess of the price paid for the acquisition of a consolidated entity over the fair value of the net identifiable tangible and intangible assets acquired.

Goodwill is evaluated for impairment annually or more often if events or circumstances indicate there may be an impairment. If the carrying value of a subsidiary, including the allocated goodwill, exceeds its fair value, goodwill impairment is measured as the excess of the carrying amount of the subsidiary’s allocated goodwill over the implied fair value of the goodwill, based on the fair value of the assets and liabilities of the subsidiary. Any goodwill impairment is charged to income in the period in which the impairment is identified.

(i) Revenue and Expense Recognition

(i) Asset Management Fee Income

Revenues from performance-based incentive fees are recorded on the accrual basis based upon the amount that would be due under the incentive fee formula at the end of the measurement period established by the contract where it is no longer subject to adjustment based on future events. In some cases this will require that the recognition of performance-based incentive fees be deferred to the end, or towards the end of the contract at which point performance can be accurately measured.

(ii) Commercial Property Operations

Revenue from a commercial property is recognized upon the earlier of attaining a break-even point in cash flow after debt servicing, or the expiration of a reasonable period of time following substantial completion, subject to the time limitation determined when the project is approved, but no later than one year following substantial completion. Prior to this, the property is categorized as a property under development, and related revenue is applied to reduce development costs.

The company has retained substantially all of the risks and Benefits of ownership of its rental properties and therefore accounts for leases with its tenants as operating leases. The total amount of contractual rent to be received from operating leases is recognized on a straight-line basis over the term of the lease; a straight-line or free rent receivable, as applicable is recorded for the difference between the rental revenue recorded and the contractual amount received. Rental revenue includes percentage participating rents and recoveries of operating expenses, including property, capital and similar taxes. Percentage participating rents are recognized when tenants’ specified sales targets have been met. Operating expense recoveries are recognized in the period that recoverable costs are chargeable to tenants.

Revenue from commercial land sales is recognized at the time that the risks and rewards of ownership have been transferred, possession or title passes to the purchaser, all material conditions of the sales contract have been met, and a significant cash down payment or appropriate security is received.

(iii) Power Generation

Revenue from the sale of electricity is recorded at the time power is provided based upon output delivered and capacity provided at rates as specifi ed under contract terms or prevailing market rates.

(iv) Infrastructure

(a) Timberlands

Revenue from timberlands is derived from the sale of logs and related products. The company recognizes sales to external customers when the product is shipped and title passes, and collectibility is reasonably assured.

(b) Transmission Infrastructure

Revenue from transmission infrastructure assets is derived from the transmission and distribution of electricity to industrial and retail customers. Revenue is recognized at regulated rates when the electricity is delivered, and collectibility is reasonably assured.

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(v) Development and Other Properties

Revenue from residential land sales is recognized at the time that the risks and rewards of ownership have been transferred, possession or title passes to the purchaser, all material conditions of the sales contract have been met, and a significant cash down payment or appropriate security is received.

Revenue from the sale of homes is recognized when title passes to the purchaser upon closing and at which time all proceeds are received or collectibility is assured.

Revenue from the sale of condominium units is recognized using the percentage-of-completion method at the time that construction is beyond a preliminary stage, sufficient units are sold and all proceeds are received or collectability is assured.

Revenue from construction projects is recognized by the percentage-of-completion method at the time that construction is beyond a preliminary stage, there are indications that the work will be completed according to plan and all proceeds are received or collectibility is assured.

(vi) Securities and Loans and Notes Receivable

Revenue from notes receivable, loans and securities, less a provision for uncollectible amounts, is recorded on the accrual basis.

(vii) Other

Gains on the exchange of assets which do not result from transactions of commercial substance are deferred until realized by sale.

The net proceeds recorded under reinsurance contracts are accounted for as deposits until a reasonable possibility that the company may realize a significant loss from the insurance risk does not exist.

(j) Derivative Financial Instruments

The company and its subsidiaries selectively utilize derivative financial instruments primarily to manage financial risks, including interest rate, commodity and foreign exchange risks. Hedge accounting is applied when the derivative is designated as a hedge of a specific exposure and there is reasonable assurance that it will continue to be effective as a hedge based on an expectation of offsetting cash flows or fair value. Hedge accounting is discontinued prospectively when the derivative no longer qualifies as a hedge or the hedging relationship is terminated. Once discontinued, the cumulative change in fair value of a derivative that was previously deferred by the application of hedge accounting is recognized in income over the remaining term of the original hedging relationship.

Realized and unrealized gains and losses on foreign exchange forward contracts and currency swap contracts designated as hedges of currency risks are included in other comprehensive income when the currency risk relates to a net investment in a self-sustaining subsidiary and are otherwise included in income in the same period as when the underlying asset, liability or anticipated transaction affects income.

Unrealized gains and losses on interests rate forward and swap contracts designated as hedges of future interest payments are included in other comprehensive income when the interest rate risk relates to an anticipated interest payment. The periodic exchanges of payments on interest rate swap contracts designated as hedges of debt are recorded on an accrual basis as an adjustment to interest expense. The periodic exchanges of payments on interest rate contracts designated as hedges of future interest payments are amortized into income over the term of the corresponding interest payments. Unrealized gains and losses on electricity forward and swap contracts designated as hedges of future power generation revenue are included in other comprehensive income. The periodic exchanges of payments on power generation commodity swap contracts designated as hedges are recorded on a settlement basis as an adjustment to power generation revenue. Premiums paid on options are initially recorded as assets and are amortized into earnings over the term of the option contract.

Derivative financial instruments that are not designated as hedges are carried at estimated fair value, and gains and losses arising from changes in fair value are recognized in the period the changes occur. Unrealized gains and losses on interest rate swaps carried to offset corresponding changes in the values of assets and cash flow streams that are not reflected in the consolidated financial statements at December 31, 2007 and 2006 are recorded in other comprehensive income. Realized and unrealized gains and losses on equity derivatives used to offset the change in share prices in respect of vested Deferred Share Units and Restricted Share Appreciation Units are recorded together with the corresponding compensation expense. Realized and unrealized gains on other derivatives not designated as hedges are recorded in investment and other income. Derivative financial instruments of a financing nature are recorded at fair value determined on a credit adjusted basis.

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(k) Income Taxes

The company uses the asset and liability method whereby future income tax assets and liabilities are determined based on differences between the carrying amounts and tax bases of assets and liabilities, and measured using the tax rates and laws that will be in effect when the differences are expected to reverse.

(l) Other Items

(i) Capitalized Costs

Capitalized costs on assets under development and redevelopment include all expenditures incurred in connection with the acquisition, development and construction of the asset until it is available for its intended use. These expenditures consist of costs and interest on debt that is related to these assets. Ancillary income relating specifically to such assets during the development period is treated as a reduction of costs.

(ii) Pension Benefits and Employee Future Benefits

The costs of retirement Benefits for defined benefit plans and post-employment Benefits are recognized as the Benefits are earned by employees. The company uses the accrued benefit method pro-rated using the length of service and management’s best estimate assumptions to value its pension and other retirement Benefits. Assets are valued at fair value for purposes of calculating the expected return on plan assets. For defined contribution plans, the company expenses amounts as paid.

(iii) Liabilities and Equity

Financial instruments that must or could be settled by a variable number of the company’s common shares upon their conversion by the holders as well as the related accrued distributions are classified as liabilities on the Consolidated Balance Sheets under the caption “Capital Securities” and are translated into U.S. dollars at period end rates. Dividends and yield distributions on these instruments are classified as Interest expense in the Consolidated Statements of Income.

(iv) Asset Retirement Obligations

Obligations associated with the retirement of tangible long-lived assets are recorded as liabilities when those obligations are incurred, with the amount of the liabilities initially measured at fair value. These obligations are capitalized to the book value of the related long-lived assets and are depreciated over the useful life of the related asset.

(v) Stock-Based Compensation

The company and most of its consolidated subsidiaries account for stock options using the fair value method. Under the fair value method, compensation expense for stock options is determined based on the fair value at the grant date using an option pricing model and charged to income over the vesting period. The company’s publicly traded U.S. and Brazilian homebuilding subsidiaries record the liability and expense of stock options based on their intrinsic value using variable plan accounting, reflecting differences in how these plans operate. Under this method, vested options are revalued each reporting period, and any change in value is included in income.

(m) Changes in Accounting Policies Adopted During 2007

Financial Instruments

The CICA issued five new accounting standards: Handbook Section 1530, Comprehensive Income (Section 1530), Handbook Section 3251, Equity (Section 3251), 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.

(i) Comprehensive Income

Section 1530 introduces Comprehensive Income which 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 Annual 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 Sheets.

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(ii) Equity

Section 3251, Equity (Section 3251) establishes standards for the presentation of equity and changes in equity during the reporting period. The requirements of this section are in addition to those noted above in Section 1530. This standard requires the disclosure of both the changes in equity during the periods presented and the components of equity as at the end of the periods presented. As a result of adopting this standard, AOCI has been presented as a separate component of common equity.

(iii) 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 the company becomes 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 held-for-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 are measured at fair value with gains and losses recognized in income in the period in which they arise. Available-for-sale financial assets are measured at fair value with unrealized gains and losses, including changes in foreign exchange rates, being recognized in OCI in the period in which they arise. Financial assets classified as 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. The company classifies financial instruments using their applicable default categories except when, in the opinion of management, alternative classification results in a more relevant accounting treatment of the specific instrument.

Derivative instruments are 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 are 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 are 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.

The company accounts securities transactions using trade date accounting. 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.

(iv) 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 AOCI 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 derivative is 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: (i) 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

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included in the opening balance of retained earnings on transition; and (ii) 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 AOCI 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, 3251, 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, effective cash flow hedges and hedges of net investments in self-sustaining foreign operations; and (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 year is described in the Consolidated Statements of Comprehensive Income. Net income during 2007 was reduced by $331 million representing the transitional adjustment in respect of securities sold during the year that would have been recognized under the previous accounting policies.

Accounting Changes

Effective January 1, 2007 the company adopted CICA Handbook Section 1506, Accounting Changes. The new standard sets out the conditions that must be met for a change in accounting policy to be applied in accordance with GAAP, specifies how such changes should be applied and requires disclosure of the impact of changes in accounting policies. The standard also specifies that changes in accounting estimates be recognized prospectively in net income and requires disclosure of the impact of a change in estimate on the current and future periods. The adoption of this standard did not have a material impact to the consolidated financial statements.

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 arrangements identified as potential variable interests. EIC-163 was effective for the company on April 1, 2007. The implementation of EIC-163 did not have a material impact on the 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 computations. The implementation of EIC-164 did not have a material impact on the consolidated financial position or results of operations.

(n) Future Changes in 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. These new standards are effective for fiscal years beginning January 1, 2008.

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

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requirements, the consequences of such non-compliance. This new standard is effective for fiscal years beginning January 1, 2008.

Goodwill and Intangible Assets

In February 2008, the CICA issued Handbook Section 3064, Goodwill and Intangible Assets, replacing Handbook Sections 3062, Goodwill and Other Intangible Assets and 3450, Research and Development Costs. Various changes have been made to other sections of the CICA Handbook for consistency purposes. The new section will be applicable to the financial statements relating to fiscal years beginning January 1, 2009. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition of intangible assets by profit-oriented enterprises. The company is currently evaluating the impact of Section 3064 on its financial statements.

Inventories

In June 2007, the CICA issued Section 3031, Inventories, replacing Section 3030, Inventories. This standard provides guidance on the determination of the cost of inventories and the subsequent recognition as an expense, including any write-down to net relizable value. This new standard is effective for fiscal years beginning January 1, 2008. The adoption of Section 3031 is not expected to nave a material impact on the consolidated financial statements.

2. ACQUISITIONS

The company accounts for business combinations using the purchase method of accounting which establishes specific criteria for the recognition of intangible assets separately from goodwill. The cost of acquiring a business is allocated to its identifiable tangible and intangible assets and liabilities on the basis of the estimated fair values at the date of purchase with any excess allocated to goodwill.

(a) Completed During 2007

On April 20, 2007, the company completed the acquisition of Longview Fibre Company for approximately $2.3 billion including assumed debt and recorded $593 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.

The company completed the acquisition of the Multiplex Group’s (“Multiplex”) stapled securities in the fourth quarter of 2007, comprising the shares of Multiplex Limited and the units of Multiplex Property Trust for, A$5.05 per stapled security and recorded goodwill of $694 million. Multiplex is a diversified property business with operations throughout Australia, New Zealand, the United Kingdom and the Middle East. The Multiplex portfolio consists of 24 commercial properties, in addition to construction, development, facilities and funds management divisions.

In December 2007, the company completed the acquisition of a retail mall portfolio consisting of four properties in the São Paulo area and one in Rio de Janeiro from the Malzoni Investment Group. The properties were acquired for approximately $950 million.

In addition, the company acquired $972 million of net assets including other commercial properties, hydro generation facilities, and hydro generation developments, together with associated intangibles, working capitals and borrowings. Included in this balance is the acquisition of a real estate equity securities manager which resulted in goodwill of $55 million in 2007.

The following table summarizes the balance sheet impact of the significant acquisitions in 2007:

(MILLIONS)	Longview			Multiplex			Malzoni			Other			Total
Cash, accounts receivable and other	$	487		$	1,838		$	13		$	56		$	2,394
Intangible assets		—			513			—			32			545
Goodwill		593			694			13			57			1,357
Property, plant and equipment		1,985			5,188			1,070			1,777			10,020
Non-recourse and corporate borrowings		(1,350	)		(4,712	)		(95	)		(724	)		(6,881	)
Accounts payable and other liabilities		(160	)		(1,441	)		(57	)		(29	)		(1,687	)
Intangible liabilities		—			—			—			(107	)		(107	)
Future income tax asset (liability)		(593	)		87			6			(9	)		(509	)
Non-controlling interests in net assets		—			—			—			(62	)		(62	)
Preferred equity		—			—			—			(19	)		(19	)
	$	962		$	2,167		$	950		$	972		$	5,051

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(b) Completed During 2006

The company completed the acquisition of all of the shares of Trizec Properties Inc. and Trizec Canada Inc. (collectively, “Trizec”), for a combined equity value of $4.8 billion. The Trizec portfolio consists of 58 high quality office properties totalling 29.2 million square feet. The company was joined by a partner in the acquisition and is jointly responsible for managing and operating the portfolio. In addition, the company completed a $460 million acquisition of 33 commercial properties across the U.S. comprising 5.3 million square feet. The company acquired two buildings in the Washington, D.C. area for $230 million which are 100% leased to the U.S. Government and are the headquarters of the Transportation Security Administration. The company and a joint venture partner acquired, and subsequently 100% leased to Chevron, a building in Houston for $120 million, comprising 1.2 million square feet.

The company completed the acquisition of a transmission company, which included over 8,000 kilometers of transmission lines and 51 substations in Chile (“Transelec”), for approximately $2.5 billion, including assumed liabilities. The acquisition resulted in goodwill of $483 million. The company holds a 28% interest in Transelec and consolidates it under the VIE rules. The 72% held by institutional investors is reflected in non-controlling interests. As a result of a change in ownership structure in the second quarter of 2007, the company ceased consolidating Transelec and commenced accounting for its interest on an equity accounted basis.

The company completed the acquisition of two hydroelectric generating stations totalling 39 megawatts in Maine for approximately $146 million including assumed liabilities and the company completed the acquisition of four hydroelectric generating facilities with a total capacity of 50 megawatts located in Ontario for approximately $197 million, including assumed liabilities.

The following table summarizes the balance sheet impact of the significant acquisitions in 2006:

(MILLIONS)	Trizec			Transelec			Total
Cash, accounts receivable and other	$	475		$	140		$	615
Intangible assets		739			339			1,078
Goodwill		—			483			483
Property, plant and equipment		7,591			1,793			9,384
Non-recourse and corporate borrowings		(5,556	)		(1,998	)		(7,554	)
Accounts payable and other liabilities		(283	)		(223	)		(506	)
Intangible liabilities		(816	)		—			(816	)
Future income tax liability		(182	)		—			(182	)
Non-controlling interests in net assets		(1,474	)		(215	)		(1,689	)
Preferred equity		(65	)		—			(65	)
	$	429		$	319		$	748

3. FAIR VALUES OF FINANCIAL INSTRUMENTS

The fair value of a financial instruments 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 ask prices, as appropriate, in the most advantageous active market for that instrument to which the company has immediate access. Where bid and ask prices are unavailable, the closing price of the most recent transaction of that instrument is used. In the absence of an active market, fair values are determined 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, the company looks 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, the company uses input parameters that are not based on observable market data and believes 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 or available-for-sale are typically carried at fair value on the Consolidated Balance Sheet. Equity instruments designated as available-for-sale that do not have a quoted market price from an active market are carried at cost. The carrying amount of available-for-sale financial assets that do not have a quoted market price from an active market was $182 million at December 31, 2007. 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 year ended December 31, 2007, $55 million of deferred gains previously recognized in AOCI were reclassified to Net Income due to the sale of available-for-sale securities.

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Available-for-sale securities measured at fair value or cost are assessed for impairment at each reporting date. For the year ended December 31, 2007, unrealized gains and unrealized losses in the fair values of available-for-sale financial instruments measured at fair value amounted to $164 million and $243 million respectively. 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 and foreign exchange movements. As at December 31, 2007, the company did not consider any investments to be other than temporarily impaired, as the company has the ability and intent to hold them until the fair value recovers.

Gains or losses arising from changes in the fair value on held-for-trading financial assets are presented in the statements of income, within investment and other income in the period in which they arise. Dividend income on held-for-trading financial assets is recognized in the income statement as part of investment and other income when the company’s right to receive payment is established.

Interest on available-for-sale financial assets is calculated using the effective interest method and recognized in the income statement as part of investment and other income. Dividends on available-for-sale equity instruments are recognized in the income statement as part of investment and other income when the company’s right to receive payment is established.

Carrying Value and Fair Value of Selected Financial Instruments

As a result of adopting the new financial instruments accounting standards, certain financial instruments are now measured at fair value which were previously reported at cost or amortized cost. This is primarily due to the reclassification of certain securities as held-for-trading securities, which includes securities designated as held-for-trading using the fair value option and available-for-sale securities. The following table provides a comparison of the carrying values and fair values as at December 31, 2007 and December 31, 2006, for selected financial instruments.

	December 31, 2007												December 31, 2006
Financial Instrument Classification	Held-for-   Trading		Available-for-Sale				Loans Receivable and Other Liabilities		Total				Total
Measurement Basis (MILLIONS)	(Fair Value)		(Fair Value)		(Cost)		(Amortized Cost)		(Carrying Value)		(Fair Value)		(Carrying Value)		(Fair Value)
Financial assets
Cash and cash equivalents	$	1,561	$	—	$	—	$	—	$	1,561	$	1,561	$	1,204	$	1,204
Financial Assets
Government bonds		358		62		—		—		420		420		138		138
Corporate bonds		216		155		—		—		371		371		712		1,044
Fixed income securities		—		62		—		—		62		62		42		47
Common shares		118		190		—		—		308		308		548		652
Loans receivable		—		—		—		368		368		368		225		225
		692		469		—		368		1,529		1,529		1,665		2,106
Accounts receivable and other		—		—		—		3,519		3,519		3,519		2,558		2,558
Securities
Government bonds		—		465		—		—		465		465		375		375
Corporate bonds		—		670		—		—		670		670		693		693
Fixed income securities		—		449		—		—		449		449		392		392
Common shares		—		62		182		—		244		244		251		251
		—		1,646		182		—		1,828		1,828		1,711		1,711
Loans and notes receivable		—		53		—		856		909		909		651		651
	$	2,253	$	2,168	$	182	$	4,743	$	9,346	$	9,346	$	7,789	$	8,230
Financial liabilities
Corporate borrowings	$	—	$	—	$	—	$	2,048	$	2,048	$	2,068	$	1,507	$	1,581
Property-specific mortgages		—		—		—		21,644		21,644		21,644		17,148		17,323
Subsidiary borrowings		—		—		—		7,463		7,463		7,470		4,153		4,162
Accounts payable and other liabilities		161		—		—		8,191		8,352		8,352		5,142		5,142
Capital securities		—		—		—		1,570		1,570		1,561		1,585		1,699
	$	161	$	—	$	—	$	40,916	$	41,077	$	41,095	$	29,535	$	29,907

Brookfield Asset Management    |    2007 ANNUAL REPORT        97

The purpose of the table below is to present the carrying value at December 31, 2006 of those financial instruments that were classified upon adoption as held-for-trading or available-for-sale or designated as held-for-trading using the fair value option, prior to adoption of the new financial instruments accounting standards.

(MILLIONS)	Carrying Value as at December 31, 2006
		Classified as Held-for-Trading		Designated as Held-for-Trading		Classified as Available-for-Sale		Total
Financial instruments
Cash and cash equivalents	$	1,204	$	—	$	—	$	1,204
Financial Assets		—		654		786		1,440
Securities		—		—		1,711		1,711
	$	1,204	$	654	$	2,497	$	4,355

During the year, the fair value of net financial assets classified as held-for-trading decreased by $61 million which was recorded in net income. In addition to the above financial instruments, the company designated as a held-for-trading liability, debentures that are exchangeable into 20 million shares of Norbord, see Note 12(c). The fair value of net financial assets designated as held-for-trading increased by $9 million which was recorded in net income.

Hedging Activities

The company uses derivatives and non-derivative financial instruments to manage 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 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.

Cash Flow Hedges

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 the 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 year ended December 31, 2007, pre-tax net unrealized losses of $73 million were recorded in OCI for the effective portion of the cash flow hedges.

Net Investment Hedges

The company uses foreign exchange contracts and foreign currency denominated debt instruments to manage its foreign currency exposures to net investments in self-sustaining foreign operations having a functional currency other than the U.S. dollar. For the year ended December 31, 2007, unrealized pre-tax net losses of $208 million were recorded in OCI for the effective portion of hedges of net investments in foreign operations.

4. INVESTMENTS

Equity accounted investments include the following:

	Number of Shares		% of Investment		Book Value
(MILLIONS)	2007	2006	2007	2006		2007		2006
Property funds	—	—	20 - 25%	—	$	382	$	—
Chile Transmission	—	—	28%	—		330		—
Brazil Transmission	—	—	7.5 - 25%	7.5 - 25%		205		157
Norbord Inc.	60.2	54.4	41%	38%		180		178
Real Estate Finance Fund	—	—	27%	33%		148		139
Fraser Papers Inc.	16.6	14.4	56%	49%		—		141
Stelco Inc.	—	6.2	—	23%		—		44
Other						107		116
Total					$	1,352	$	775

98        Brookfield Asset Management    |    2007 ANNUAL REPORT

In connection with the acquisition of Multiplex, the company acquired interests in five property funds which are accounted for using the equity method.

The company commenced accounting for its 28% interest in the Chilean transmission operations on an equity accounted basis on June 30, 2007 following a change in the ownership structure. During the third quarter of 2007, the company increased its ownership interest in Fraser Papers and began accounting for its investment on a consolidated basis.

The company completed the disposition of Stelco during the fourth quarter of 2007.

5. ACCOUNTS RECEIVABLE AND OTHER

(MILLIONS)	Note	2007		2006
Accounts receivable	(a)	$	2,892	$	1,597
Prepaid expenses and other assets	(b)		3,808		2,247
Restricted cash	(c)		627		961
Total		$	7,327	$	4,805

(a) Accounts Receivable

Included in accounts receivable are loans receivable from employees of the company and consolidated subsidiaries of $4 million (2006 – $8 million). None of the company’s receivables were impaired at year end.

(b) Prepaid Expenses and Other Assets

Prepaid expenses and other assets includes $773 million (2006 – $706 million) of levelized receivables arising from straight-line revenue recognition for property rent and power sales contracts and $878 million (2006 – $345 million) of inventory primarily related to completed residential properties and pulp and paper products.

(c) Restricted Cash

Restricted cash relates primarily to commercial property and power generating financing arrangements including defeasement of debt obligations, debt service accounts and deposits held by the company’s insurance operations.

6. INTANGIBLE ASSETS

Intangible assets includes $1,700 million (2006 – $853 million) related to leases and tenant relationships allocated from the purchase price on the acquisition of commercial properties, net of accumulated amortization.

7. PROPERTY, PLANT AND EQUIPMENT

(MILLIONS)	Note	2007		2006
Commercial properties	(a)	$	20,984	$	16,058
Power generation	(b)		5,137		4,309
Infrastructure	(c)		3,046		2,940
Development and other properties	(d)		7,573		4,156
Other plant and equipment	(e)		1,050		619
Total		$	37,790	$	28,082

(a) Commercial Properties

(MILLIONS)	2007		2006
Commercial properties	$	22,274	$	16,933
Less: accumulated depreciation		1,290		875
Total	$	20,984	$	16,058

Commercial properties carried at a net book value of approximately $4,000 million (2006 – $3,714 million) are situated on land held under leases or other agreements largely expiring after the year 2099. Minimum rental payments on land leases are approximately $28 million (2006 – $28 million) annually for the next five years and $3,256 million (2006 – $1,230 million) in total on an undiscounted basis.

Construction costs of $71 million (2006 – $1 million) were capitalized to the commercial property portfolio for properties undergoing redevelopment in 2007.

Brookfield Asset Management    |    2007 ANNUAL REPORT        99

During 2007, the company acquired Multiplex and a Brazilian retail mall portfolio which included commercial properties with an ascribed value of $3,967 million, see Note 2(a).

(b) Power Generation

(MILLIONS)	2007		2006
Hydroelectric power facilities	$	5,095	$	4,351
Wind energy		393		332
Co-generation and pumped storage		362		260
		5,850		4,943
Less: accumulated depreciation		949		694
		4,901		4,249
Generating facilities under development		236		60
Total	$	5,137	$	4,309

Generation assets includes the cost of the company’s approximately 160 hydroelectric generating stations, wind energy, pumped storage and two gas-fired cogeneration facilities. The company’s hydroelectric power facilities operate under various agreements for water rights which extend to or are renewable over terms through the years 2008 to 2046.

(c) Infrastructure

(MILLIONS)	Note	2007		2006
Timberlands	(i)	$	2,853	$	1,011
Transmission	(ii)		193		1,929
Total		$	3,046	$	2,940

(i) Timberlands

(MILLIONS)	2007		2006
Timberlands	$	3,202	$	1,022
Other property, plant and equipment		21		30
		3,223		1,052
Less: accumulated depletion and amortization		370		41
Total	$	2,853	$	1,011

The carrying value of timberlands includes the cost of the company’s 2.5 million acres of timber in eastern and western North America and Brazil. The company acquired $1,934 million of timberlands through its acquisition of Longview Fibre, see Note 2(a).

(ii) Transmission

(MILLIONS)	2007		2006
Transmission lines and infrastructure	$	186	$	1,422
Other property, plant and equipment		90		603
		276		2,025
Less: accumulated depreciation		83		96
Total	$	193	$	1,929

The company’s infrastructure assets are comprised of power transmission and distribution networks which are operated under regulated rate base arrangements that are applied to the company’s invested capital.

The company discontinued consolidating its Chilean transmission operations during 2007, see Note 4.

100        Brookfield Asset Management    |    2007 ANNUAL REPORT

(d) Development and Other Properties

Development and other properties include properties relating to the company’s opportunity investments, residential properties, properties under development and properties held for development.

(MILLIONS)	Note	2007		2006
Opportunity investments	(i)	$	981	$	1,039
Residential	(ii)		1,850		1,592
Under development	(iii)		3,584		780
Held for development	(iii)		1,158		745
Total		$	7,573	$	4,156

(i) Opportunity Investments

(MILLIONS)	2007		2006
Commercial and other properties	$	1,017	$	1,064
Less: accumulated depreciation		36		25
Total	$	981	$	1,039

(ii) Residential

(MILLIONS)	2007		2006
Residential properties – owned	$	1,747	$	1,497
– optioned		103		95
Total	$	1,850	$	1,592

Residential properties include infrastructure, land (owned and under option), and construction in progress for single-family homes and condominiums. During 2007, the company capitalized $85 million (2006 – $72 million) to its residential land operations.

(iii) Development

Properties that are currently under development or held for future development include commercial developments, construction projects, residential land, and rural lands held for future development in agricultural or residential areas. During 2007, the company capitalized construction related costs of $203 million (2006 – $54 million) and interest costs of $58 million (2006 – $24 million) to its commercial development sites.

(e) Other Plant and Equipment

Other plant and equipment includes capital assets associated primarily with the company’s investment in Western Forest Products and Fraser Papers.

8. SECURITIES

(MILLIONS)	2007		2006
Government bonds	$	465	$	375
Corporate bonds		670		693
Fixed income securities		449		392
Common shares		62		69
Canary Wharf Group common shares		182		182
Total	$	1,828	$	1,711

Securities represent holdings that are actively deployed in the company’s financial operations and include $1,638 million (2006 – $1,529 million) owned through the company’s insurance operations, as described in Note 18(g).

Securities are measured at fair value except for equity instruments classified as available-for-sale securities that do not have a quoted market price in an active market, which are measured at cost. The fair value of securities at December 31, 2007 was $2,722 million (2006 – $2,256 million).

Corporate bonds include fixed rate securities totalling $634 million (2006 – $660 million) with an average yield of 5.2% (2006 – 5.3%) and an average maturity of approximately four years. Government bonds and fixed-income securities include predominantly fixed-rate securities.

Brookfield Asset Management    |    2007 ANNUAL REPORT        101

9. LOANS AND NOTES RECEIVABLE

Loans and notes receivable include corporate loans, bridge loans and other loans, either advanced directly or acquired in the secondary market.

The fair value of the company’s loans and notes receivable at December 31, 2007 and 2006 approximated their carrying value based on expected future cash flows, discounted at market rates for assets with similar terms and investment risks.

The loans and notes receivable mature over the next five years (2006 – five years), with an average maturity of approximately two years (2006 – three years) and include fixed rate loans totalling $5 million (2006 – $12 million) with an average yield of 10.0% (2006 – 7.0%).

10. CORPORATE BORROWINGS

(MILLIONS)	Market	Maturity	Annual Rate		Currency	2007			2006
Term debt	Private – Canadian	March 27, 2007	11.75	%	C$	$	—		$	1
	Public – Canadian	June 1, 2007	7.25	%	C$		—			107
	Public – U.S.	December 12, 2008	8.13	%	US$		300			300
	Public – U.S.	March 1, 2010	5.75	%	US$		200			200
	Public – U.S.	June 15, 2012	7.13	%	US$		350			350
	Public – U.S.	April 25, 2017	5.80	%	US$		250			—
	Public – Canadian	April 25, 2017	5.29	%	C$		250			—
	Private – Canadian	July 16, 2021	5.50	%	C$		—			43
	Public – U.S.	March 1, 2033	7.38	%	US$		250			250
	Public – Canadian	June 14, 2035	5.95	%	C$		300			256
Commercial paper and bank borrowings			5.61	%	N/A		167			—
Deferred financing costs 1							(19	)		—
Total						$	2,048		$	1,507

1 Deferred financing costs were reclassified from other assets to corporate borrowings on January 1, 2007 and totalled $18 million at December 31, 2006, in connection with the adoption of new accounting guidelines (see Note 1(m))

Term debt borrowings have a weighted average interest rate of 6.6% (2006 – 7.2%), and include $551 million (2006 – $407 million) repayable in Canadian dollars equivalent to C$550 million (2006 – C$476 million).

Commercial paper and bank borrowings is principally commercial paper issued by the company. Commercial paper obligations are backed by the company’s credit facilities, which are in the form of a four year revolving term facility.

The fair value of corporate borrowings at December 31, 2007 exceeds the company’s carrying values by $20 million (2006 – $74 million), determined by way of discounted cash flows using market rates adjusted for the company’s credit spreads. Corporate borrowings are recorded initially at their fair value, net of transaction costs incurred, and are subsequently reported at their amortized cost calculated using the effective interest method.

11. NON-RECOURSE BORROWINGS

(a) Property-Specific Mortgages

Principal repayments on property-specific mortgages due over the next five years and thereafter are as follows:

(MILLIONS)	Commercial Properties		Power Generation		Infrastructure		Development and Other Properties		Total Annual Repayments
2008	$	2,950	$	55	$	1,200	$	131	$	4,336
2009		1,678		138		42		499		2,357
2010		211		161		—		182		554
2011		4,685		88		32		2		4,807
2012		423		667		—		62		1,152
Thereafter		5,479		2,379		522		58		8,438
Total – 2007	$	15,426	$	3,488	$	1,796	$	934	$	21,644
Total – 2006	$	11,650	$	2,704	$	1,974	$	820	$	17,148

102        Brookfield Asset Management    |    2007 ANNUAL REPORT

Property-specific mortgages include $3,211 million (2006 – $2,667 million) repayable in Canadian dollars equivalent to C$3,206 million (2006 – C$3,120 million); $164 million (2006 – $91 million) in Brazilian real equivalent to R$291 million (2006 – R$195 million); $561 million (2006 – $459 million) in British pounds equivalent to £283 million (2006 – £234 million); $nil (2006 – $782 million) in Chilean pesos equivalent to CLP$nil (2006 – CLP$416 billion); and $2,751 million (2006 – $nil) in Australian dollars equivalent to A$3,144 million (2006 – $nil). The weighted average interest rate at December 31, 2007 was 6.1% per annum (2006 – 6.8%).

Property-specific mortgages are recorded initially at their fair value, net of transaction costs incurred, and are subsequently reported at their amortized cost calculated using the effective interest method.

The fair value of property-specific mortgages exceeds the company’s carrying values by $nil (2006 – $175 million), determined by way of discounted cash flows using market rates adjusted for credit spreads applicable to the debt.

(b) Subsidiary Borrowings

Principal repayments on subsidiary borrowings over the next five years and thereafter are as follows:

(MILLIONS)	Commercial Properties		Power Generation		Infrastructure		Development and Other Properties		Other		Total Annual Repayments
2008	$	469	$	—	$	4	$	563	$	836	$	1,872
2009		1,754		448		—		554		47		2,803
2010		—		—		—		121		409		530
2011		—		—		4		97		152		253
2012		25		—		—		1		60		86
Thereafter		932		349		—		53		585		1,919
Total – 2007	$	3,180	$	797	$	8	$	1,389	$	2,089	$	7,463
Total – 2006	$	908	$	684	$	596	$	1,006	$	959	$	4,153

The fair value of subsidiary borrowings exceeds the company’s carrying values by $7 million (2006 – $9 million), determined by way of discounted cash flows using market rates adjusted for credit spreads applicable to the debt.

Subsidiary borrowings include $1,504 million (2006 – $1,149 million) repayable in Canadian dollars equivalent to C$1,502 million (2006 – C$1,344 million); $820 million (2006 – $7 million) in Brazilian real equivalent to R$1,455 million (2006 – R$15 million); $9 million (2006 – $7 million) in British pounds equivalent to £4 million (2005 – £4 million); $25 million (2006 – $30 million) in European euros equivalent to €17 million (2006 – €23 million); $1,960 million (2006 – $nil) in Australian dollars equivalent to A$2,240 million (2006 – A$nil); and $126 million (2006 – $nil) in Japanese yen equivalent to ¥14,030 million (2006 – ¥nil). The weighted average interest rate at December 31, 2007 was 9.3% per annum (2006 – 8.4%).

Commercial properties includes $257 million (2006 – $257 million) invested by investment partners in the form of debt capital in entities that are required to be consolidated into the company’s accounts.

Residential property debt represents amounts drawn under construction financing facilities which are typically established on a project-by-project basis. Amounts drawn are repaid from the proceeds on the sale of building lots, single-family homes and condominiums and redrawn to finance the construction of new homes.

Subsidiary borrowings include obligations pursuant to financial instruments which are recorded as liabilities. These amounts include $584 million (2006 – $497 million) of subsidiary obligations relating to the company’s international operations subject to credit rating provisions, which are supported by corporate guarantees.

Subsidiary borrowings are recorded initially at their fair value, net of transaction costs incurred, and are subsequently reported at their amortized costs calculated using the effective interest method.

Brookfield Asset Management    |    2007 ANNUAL REPORT        103

12. ACCOUNTS PAYABLE AND OTHER LIABILITIES

(MILLIONS)	Note	2007		2006
Accounts payable	(a)	$	5,212	$	3,099
Other liabilities and future tax liabilities	(b)		4,682		2,327
Exchangeable debentures	(c)		161		152
Total		$	10,055	$	5,578

Acquisitions in 2007 resulted in an increase in accounts payable and other liabilities of $2,912 million, see Note 2(a).

(a) Accounts Payable

Accounts payable include $1,560 million (2006 – $1,473 million) of insurance deposits, claims and other liabilities incurred by the company’s insurance subsidiaries.

(b) Other Liabilities and Future Tax Liabilities

Other liabilities include the fair value of the company’s obligations to deliver securities it did not own at the time of sale and obligations pursuant to financial instruments recorded as liabilities.

(c) Exchangeable Debentures

A subsidiary of the company issued debentures that are exchangeable for and secured by 20 million common shares of Norbord and mature on September 30, 2029. The debentures are classified as held-for-trading and accordingly the carrying value is adjusted to reflect the market value of the underlying Norbord shares, which at December 31, 2007 was $161 million, and any change in value is recorded in income. In 2007, a loss of $9 million was recorded to income as a result of the change in value.

13. INTANGIBLE LIABILITIES

Intangible liabilities represent below-market tenant leases and above-market ground leases assumed on acquisitions, net of accumulated amortization.

14. CAPITAL SECURITIES

The company has the following capital securities outstanding:

(MILLIONS)	Note	2007		2006
Corporate preferred shares and preferred securities	(a)	$	517	$	663
Subsidiary preferred shares	(b)		1,053		922
Total		$	1,570	$	1,585

(a) Corporate Preferred Shares and Preferred Securities

(MILLIONS, EXCEPT SHARE INFORMATION)	Shares Outstanding	Description	Cumulative Distribution Rate	Currency	2007		2006
Class A preferred shares	10,000,000	Series 10	5.75%	C$	$	251	$	214
	4,032,401	Series 11	5.50%	C$		101		86
	7,000,000	Series 12	5.40%	C$		175		149
Preferred securities	—	Due 2050	8.35%	C$		—		107
	—	Due 2051	8.30%	C$		—		107
Deferred financing costs 1						(10)		—
Total					$	517	$	663

1 Deferred financing costs were reclassified from other assets to Capital Securities on January 1, 2007 and totalled $9 million at December 31, 2006, in connection with the adoption of new accounting guidelines (see Note 1(m))

Subject to approval of the Toronto Stock Exchange, the Series 10, 11 and 12 shares, unless redeemed by the company for cash, are convertible into Class A common shares at a price equal to the greater of 95% of the market price at the time of conversion and C$2.00, at the option of both the company and the holder, at any time after the following dates:

104        Brookfield Asset Management    |    2007 ANNUAL REPORT

Class A Preferred Shares	Earliest Permitted Redemption Date	Company’s Conversion Option	Holder’s Conversion Option
Series 10	September 30, 2008	September 30, 2008	March 31, 2012
Series 11	June 30, 2009	June 30, 2009	December 31, 2013
Series 12	March 31, 2014	March 31, 2014	March 31, 2018

The company redeemed the 8.35% preferred securities on January 2, 2007 and the 8.30% preferred securities on July 3, 2007.

(b) Subsidiary Preferred Shares

(MILLIONS, EXCEPT SHARE INFORMATION)	Shares Outstanding	Description	Cumulative Dividend Rate		Currency	2007			2006
Class AAA preferred shares of	8,000,000	Series F	6.00	%	C$	$	200		$	171
Brookfield Properties Corporation	4,400,000	Series G	5.25	%	US$		110			110
	8,000,000	Series H	5.75	%	C$		200			171
	8,000,000	Series I	5.20	%	C$		200			171
	8,000,000	Series J	5.00	%	C$		200			171
	6,000,000	Series K	5.20	%	C$		150			128
Deferred financing costs 1							(7	)		—
Total						$	1,053		$	922

1 Deferred financing costs were reclassified from other assets to Capital Securities on January 1, 2007 and totalled $12 million at December 31, 2006, in connection with the adoption of new accounting guidelines (see Note 1(m))

The subsidiary preferred shares are redeemable at the option of both the company and the holder, at any time after the following dates:

Class AAA Preferred Shares	Earliest Permitted Redemption Date	Company’s Conversion Option	Holder’s Conversion Option
Series F	September 30, 2009	September 30, 2009	March 31, 2013
Series G	June 30, 2011	June 30, 2011	September 30, 2015
Series H	December 31, 2011	December 31, 2011	December 31, 2015
Series I	December 31, 2008	December 31, 2008	December 31, 2010
Series J	June 30, 2010	June 30, 2010	December 31, 2014
Series K	December 31, 2012	December 31, 2012	December 31, 2016

15. NON-CONTROLLING INTERESTS IN NET ASSETS

Non-controlling interests in net assets represent the common and preferred equity in consolidated entities that is owned by other shareholders.

(MILLIONS)	2007		2006
Common equity	$	4,105	$	3,538
Preferred equity		151		196
Total	$	4,256	$	3,734

Brookfield Asset Management    |    2007 ANNUAL REPORT        105

16. PREFERRED EQUITY

Preferred equity represents perpetual preferred shares.

			Issued and Outstanding
(MILLIONS, EXCEPT SHARE INFORMATION)	Rate	Term	2007	2006	2007		2006
Class A preferred shares
Series 2	70% P	Perpetual	10,465,100	10,465,100	$	169	$	169
Series 4	70% P/8.5%	Perpetual	2,800,000	2,800,000		45		45
Series 8	Variable up to P	Perpetual	1,805,948	1,805,948		29		29
Series 9	4.35% 1	Perpetual	2,194,052	2,194,052		35		35
Series 13	70% P	Perpetual	9,297,700	9,297,700		195		195
Series 15	B.A. + 40 b.p. 2	Perpetual	2,000,000	2,000,000		42		42
Series 17	4.75%	Perpetual	8,000,000	8,000,000		174		174
Series 18	4.75%	Perpetual	8,000,000	—		181		—
Total					$	870	$	689

1 Rate was reset from 5.63% per annum in October 2006

2 Rate determined in a quarterly auction

P – Prime Rate    B.A. – Banker’s Acceptance Rate    b.p. – Basis Points

The company is authorized to issue an unlimited number of Class A preferred shares and an unlimited number of Class AA preferred shares, issuable in series. No Class AA preferred shares have been issued.

The Class A preferred shares have preference over the Class AA preferred shares, which in turn are entitled to preference over the Class A and Class B common shares on the declaration of dividends and other distributions to shareholders. All series of the outstanding preferred shares have a par value of C$25 per share.

On May 9, 2007, the company issued 8,000,000 Class A Series 18, 4.75% preferred shares for cash proceeds of C$200 million, and incurred transaction costs of C$6 million.

17. COMMON EQUITY

The company is authorized to issue an unlimited number of Class A Limited Voting Shares (“Class A common shares”) and 85,120 Class B Limited Voting Shares (“Class B common shares”), together referred to as common shares.

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

(MILLIONS)	2007		2006 1
Class A and B common shares	$	1,275	$	1,215
Contributed surplus		57		—
Retained earnings		4,867		4,222
Accumulated other comprehensive income 2		445		—
Cumulative translation adjustment 2		—		(42	)
Common equity	$	6,644	$	5,395
NUMBER OF SHARES
Class A common shares		583,527,581		581,730,809
Class B common shares		85,120		85,120
		583,612,701		581,815,929
Unexercised options		27,344,215		28,991,782
Total diluted common shares		610,956,916		610,807,711

1 Prior year has been restated to reflect three-for-two stock split on June 1, 2007

2 Refer to Note 1(m) for impact of new accounting policies related to financial instruments

(a) Class A and Class B Common Shares

The company’s Class A common shares and its Class B common shares are each, as a separate class, entitled to elect one-half of the company’s Board of Directors. Shareholder approvals for matters other than for the election of directors must be received from the holders of the company’s Class A common shares as well as the Class B common shares, each voting as a separate class.

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During 2007 and 2006, the number of issued and outstanding common shares changed as follows:

	2007		2006 1
Outstanding at beginning of year	581,815,929		579,572,028
Shares issued (repurchased)
Dividend reinvestment plan	71,251		79,258
Management share option plan	4,920,468		2,421,657
Business acquisitions	1,795,297		—
Repurchases	(4,985,802	)	(251,925	)
Other	(4,442	)	(5,089	)
Outstanding at end of year	583,612,701		581,815,929

1 Prior year has been restated to reflect three-for-two stock split on June 1, 2007

In 2007, the company repurchased 4,985,802 (2006 – 251,925) Class A common shares under normal course issuer bids at a cost of $163 million (2006 – $8 million). Proceeds from the issuance of common shares pursuant to the company’s dividend reinvestment plan and management share option plan (“MSOP”), totalled $45 million (2006 – $18 million).

On November 16, 2007, the company issued 1,795,297 Class A common shares to acquire a real estate securities manager representing consideration of $66 million.

(b) Earnings Per Share

The components of basic and diluted earnings per share are summarized in the following table:

(MILLIONS)	2007		2006 1
Net income	$	787	$	1,170
Preferred share dividends		(44)		(35)
Net income available for common shareholders	$	743	$	1,135
Weighted average outstanding common shares		582.4		580.4
Dilutive effect of options using treasury stock method		17.1		17.6
Common shares and common share equivalents		599.5		598.0

1 Prior year has been restated to reflect three-for-two stock split on June 1, 2007

The holders of Class A common shares and Class B common 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 shares participate 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 shares is diluted.

(c) Stock-Based Compensation

Options issued under the company’s MSOP typically vest proportionately over five years and expire 10 years after the grant date. The exercise price is equal to the market price at the grant date. During 2007, the company granted 3,516,763 (2006 – 3,306,412) options with an average exercise price of C$38.67 (2006 – C$27.36) per share. The cost of the options granted was determined using the Black-Scholes model of valuation, assuming a 7.5 year term to exercise (2006 – 7.5 year), 22% volatility (2006 – 17%), a weighted average expected annual dividend yield of 1.2% (2006 – 1.2%) and risk-free rate of 4.0% (2006 – 3.9%). The cost of $26 million (2006 – $18 million) is charged to employee compensation expense on an equal basis over the five-year vesting period of the options granted.

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The changes in the number of options during 2007 and 2006 were as follows:

	2007				20061
	Number of Options (000’s)		Weighted Average Exercise Price		Number of Options (000’s)		Weighted Average Exercise Price
Outstanding at beginning of year	28,992		C$	13.25	28,379		C$	11.13
Granted	3,517			38.67	3,306			27.36
Exercised	(4,921	)		9.20	(2,421	)		7.27
Cancelled	(244	)		26.87	(272	)		17.69
Outstanding at end of year	27,344		C$	17.12	28,992		C$	13.25
Exercisable at end of year	15,876				16,921

1 Prior year has been restated to reflect three-for-two stock split on June 1, 2007

At December 31, 2007, the following options to purchase Class A common shares were outstanding:

Number Outstanding (000’s)	Exercise Price	Weighted Average Remaining Life	Number Exercisable (000’s)
1,933	C$4.90 – C$ 5.69	2.1 yrs	1,933
4,039	C$5.72 – C$ 8.56	3.1 yrs	4,039
6,308	C$8.71 – C$ 12.28	3.7 yrs	5,544
3,096	C$ 13.37 – C$ 16.63	6.1 yrs	1,813
8,463	C$ 19.71 – C$ 29.47	7.5 yrs	2,537
3,505	C$ 29.91 – C$ 46.59	9.2 yrs	10
27,344			15,876

A Restricted Share Unit Plan provides for the issuance of Deferred Share Units (“DSUs”), the value of which are equal to the value of a Class A common share, as well as Restricted Share Appreciation Units (“RSAUs”), the value of which are equal to the increase in value of a Class A common share over the value as at the date of issuance. Under this plan, qualifying employees and directors receive varying percentages of their annual incentive bonus or directors’ fees in the form of DSUs. The DSUs and RSAUs vest over periods of up to five years, and DSUs accumulate additional DSUs at the same rate as dividends on common shares based on the market value of the common shares at the time of the dividend. Participants are not allowed to convert DSUs and RSAUs into cash until retirement or cessation of employment. The value of the DSUs, when converted to cash, will be equivalent to the market value of the common shares at the time the conversion takes place. The value of the RSAUs when converted into cash will be equivalent to the difference between the market price of equivalent numbers of common shares at the time the conversion takes place, and the market price on the date the RSAUs are granted. The company uses equity derivative contracts to offset its exposure to the change in share prices in respect of vested DSUs and RSAUs. The value of the vested and unvested DSUs and RSAUs as at December 31, 2007 was $372 million (2006 – $335 million).

Employee compensation expense for these plans is charged against income over the vesting period of the DSUs and RSAUs. The amount payable by the company in respect of vested DSUs and RSAUs changes as a result of dividends and share price movements. All of the amounts attributable to changes in the amounts payable by the company are recorded as employee compensation expense in the period of the change, and for the year ended December 31, 2007, including those of operating subsidiaries, totalled $27 million (2006 – $44 million), net of the impact of hedging arrangements.

18. RISK MANAGEMENT AND DERIVATIVE FINANCIAL INSTRUMENTS

The company’s activities expose it to a variety of financial risks, including market risk (i.e. currency risk, interest rate risk, and other price risk), credit risk and liquidity risk. The company and its subsidiaries selectively use derivative financial instruments principally to manage risk. Management evaluates and monitors the credit risk of its derivative financial instruments and endeavours to minimize counterparty credit risk through collateral diversification, and other credit risk mitigation techniques. The credit risk of derivative financial instruments is limited to the positive fair value of the instruments. Substantially all of the company’s derivative financial instruments involve counterparties that are banks or other financial institutions in North America, the United Kingdom and Australia with high credit ratings from international credit rating agencies. The company does not expect to incur credit losses in respect of any of these counterparties.

The fair value of interest rate swap contracts which form part of financing arrangements is calculated by way of discounted cash flows using market interest rates. The company endeavours to maintain a matched book of currencies and interest rates. However,

108        Brookfield Asset Management    |    2007 ANNUAL REPORT

unmatched positions are carried, on occasion, within predetermined exposure limits. These limits are reviewed on a regular basis and the company believes the exposures are manageable and not material in relation to its overall business operations.

The aggregate notional amount of the company’s derivative positions at the end of 2007 and 2006 are as follows:

(MILLIONS)	Note	2007		2006
Foreign exchange	(a)	$	2,887	$	2,908
Interest rates	(b)		8,294		5,126
Credit default swaps	(c)		2,350		2,338
Equity derivatives	(d)		870		424
Commodity instruments (energy)	(e)		193		49
		$	14,594	$	10,845

(a) Foreign Exchange

At December 31, 2007, the company held foreign exchange contracts with a notional amount of $1,562 million (2006 – $1,469 million) at an average exchange rate of $1.0036 (2006 – $1.1622) to manage its Canadian dollar exposure. At December 31, 2007, the company held foreign exchange contracts with a notional amount of $198 million (2006 – $238 million) at an average exchange rate of $1.9944 (2006 – $1.8981) to manage its British pounds exposure. The company held cross currency interest rate swap contracts with a notional amount of $946 million (2006 – $574 million), to manage its Canadian dollar and Australian dollar exposure. The remaining foreign exchange contracts relate to the company’s Brazilian and European operations.

Included in 2007 income, are net losses on foreign currency balances amounting to $24 million (2006 – $14 million) and included in the cumulative translation adjustment account of other comprehensive income are losses in respect of foreign currency contracts entered into for hedging purposes amounting to $60 million (2006 – $4 million), which are offset by translation gains on the underlying net assets.

(b) Interest Rates

At December 31, 2007, the company held interest rate swap contracts having an aggregate notional amount of $800 million (2006 – $840 million). The company’s subsidiaries held interest rate swap contracts having an aggregate notional amount of $3,191 million (2006 – $466 million). The company’s subsidiaries held interest rate cap contracts with an aggregate notional amount of $4,303 million (2006 – $3,820 million).

All interest rate contracts are recorded at an amount equal to fair value and are reflected in the company’s consolidated financial statements at year end.

(c) Credit Default Swaps

As at December 31, 2007, the company held credit default swap contracts with an aggregate notional amount of $2,350 million (2006 – $2,338 million). Credit default swaps are contracts which are designed to compensate the purchaser for any change in value of an underlying reference asset, based on measurement in credit spreads, upon the occurrence of predetermined credit events. The company is entitled to receive payment in the event of a predetermined credit event for up to $2,334 million (2006 – $2,275 million) of the notional amount and could be required to make payment in respect of $16 million (2006 – $22 million) of the notional amount.

(d) Equity Derivatives

At December 31, 2007, the company and its subsidiaries held equity derivatives with a notional amount of $870 million (2006 – $424 million) recorded at an amount equal to replacement value. A portion of the notional amount represents a hedge of long-term compensation arrangements and the balance represents common equity positions established in connection with the company’s investment activities. The fair value of these instruments was reflected in the company’s consolidated financial statements at year end.

(e) Commodity Instruments

The company has entered into energy derivative contracts primarily to hedge the sale of generated power. The company endeavours to link forward electricity sale derivatives to specific periods in which it expects to generate electricity for sale. All energy derivative contracts are recorded at an amount equal to replacement value and are reflected in the company’s consolidated financial statements at year end.

Brookfield Asset Management    |    2007 ANNUAL REPORT        109

Other Information Regarding Derivative Financial Instruments

The following table classifies derivatives elected for hedging as fair value hedges, cash flow hedges or net investment hedges, and presents the effective portion of the hedge recorded in either other comprehensive income or in income, depending on the type of hedge and the ineffective portion of the hedge recorded in income during the year.

			Net Gain (Losses)
(MILLIONS)	Notional		Effective Portion		Ineffective Portion
Fair value hedges	$	35	$	—	$	—
Cash flow hedges		5,434		(73)		5
Net investment hedges		1,939		(137)		—
	$	7,408	$	(210)	$	5

The following table presents the notional amounts underlying the company’s derivative instruments by term to maturity, as at December 31, 2007, for both derivatives that are held-for-trading and derivatives that qualify for hedge accounting:

	Residual Term to Contractual Maturity
(MILLIONS)	< 1 year		1 to 5 years		> 5 years		Total Notional Amount
Held-for-trading
Foreign exchange derivatives	$	869	$	1	$	6	$	876
Interest rate derivatives
Interest rate swaps		666		1,128		582		2,376
Interest rate caps		272		329		—		601
		938		1,457		582		2,977
Credit default swaps		—		2,303		47		2,350
Equity derivatives		49		523		263		835
Commodity derivatives		19		49		80		148
	$	1,875	$	4,333	$	978	$	7,186
Elected for hedge accounting
Foreign exchange derivatives	$	1,390	$	182	$	439	$	2,011
Interest rate derivatives
Interest rate swaps		62		303		1,250		1,615
Interest rate caps		3,702		—		—		3,702
		3,764		303		1,250		5,317
Equity derivatives		—		35		—		35
Commodity derivatives		27		15		3		45
	$	5,181	$	535	$	1,692	$	7,408
	$	7,056	$	4,868	$	2,670	$	14,594

The following table presents the change in fair values of the company’s derivative positions during the year ended December 31, 2007 and 2006, for both derivatives that are held-for-trading and derivatives that qualify for hedge accounting:

(MILLIONS)	Unrealized Gains During 2007		Unrealized Loss During 2007		Net Change   During 2007		2006 Net Change
Foreign exchange derivatives	$	23	$	(107)	$	(84)	$	(19)
Interest rate derivatives
Interest rate swaps		59		(186)		(127)		(2)
Interest rate caps		1		(1)		—		1
		60		(187)		(127)		(1)
Credit default swaps		123		(25)		98		(7)
Equity derivatives		47		(85)		(38)		176
Commodity derivatives		75		(133)		(58)		4
	$	328	$	(537)	$	(209)	$	153

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(f) Commitments, Guarantees and Contingencies

The company and its subsidiaries are contingently liable with respect to litigation and claims that arise in the normal course of business.

In the normal course of business, the company and its subsidiaries enter into commitments which primarily support financing arrangements and power purchase agreements. At the end of 2007, the company and its subsidiaries had $1,068 million (2006 – $1,074 million) of such commitments outstanding. The company maintains credit facilities and other financial assets to fund these commitments.

The company has acquired $500 million of insurance for damage and business interruption costs sustained as a result of an act of terrorism. However, a terrorist act could have a material effect on the company’s assets to the extent damages exceed the coverage.

The company has reviewed its loan agreements and believes it is in compliance, in all material respects, with the contractual obligations therein.

The company, through its subsidiaries within the residential properties operations, is contingently liable for obligations of its associates in its land development joint ventures. In each case, all of the assets of the joint venture are available first for the purpose of satisfying these obligations, with the balance shared among the participants in accordance with predetermined joint venture arrangements.

In the normal course of operations, the company and its consolidated subsidiaries execute agreements that provide for indemnification and guarantees to third parties in transactions or dealings such as business dispositions, business acquisitions, sales of assets, provision 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 the company could be required to pay third parties, as in most cases 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. Neither the company nor its consolidated subsidiaries have made significant payments in the past nor do they expect at this time to make any significant payments under such indemnification agreements in the future.

(g) Insurance

The company conducts insurance operations as part of its asset management activities. As at December 31, 2007, the company held insurance assets of $581 million (2006–$609 million) in respect of insurance contracts that are accounted for using the deposit method which were offset in each year by an equal amount of reserves and other liabilities. Net underwriting income earned on reinsurance operations was $67 million (2006 – $19 million) representing $544 million (2006 – $675 million) of premium and other revenues offset by $477 million (2006 – $656 million) of reserves and other expenses.

19. REVENUES LESS DIRECT OPERATING COSTS

Direct operating costs include all attributable expenses except interest, depreciation and amortization, taxes, other provisions and non-controlling interest in income. The details are as follows:

(MILLIONS)	Revenue		2007 Expenses		Net		Revenue		2006 Expenses		Net
Commercial properties	$	2,851	$	1,303	$	1,548	$	1,544	$	608	$	936
Power generation		959		348		611		893		273		620
Infrastructure		599		309		290		429		229		200
Development and other properties		1,802		1,384		418		1,788		1,318		470
Specialty funds		1,246		876		370		908		680		228
	$	7,457	$	4,220	$	3,237	$	5,562	$	3,108	$	2,454

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20. NON-CONTROLLING INTERESTS IN INCOME

Non-controlling interests of others in income is segregated into the non-controlling share of income before certain items and their share of those items, which include depreciation and amortization, taxes and other provisions attributable to the non-controlling interest.

(MILLIONS)	2007		2006
Non-controlling interests’ share of income prior to the following	$	636	$	468
Non-controlling interests’ share of depreciation and amortization, and future income taxes and other provisions		(538)		(304)
Non-controlling interests in income	$	98	$	164
Distributed as recurring dividends
Preferred	$	5	$	4
Common		169		143
(Overdistributed) Undistributed		(76)		17
Non-controlling interests in income	$	98	$	164
21.    INCOME TAXES
(MILLIONS)	2007		2006
Current	$	68	$	142
Future		88		203
Current and future tax expense	$	156	$	345
(MILLIONS)	2007		2006
Future income tax assets	$	932	$	890
Future income tax liabilities		(1,925)		(1,326)
Net future income tax liabilities	$	(993)	$	(436)

The future income tax assets relate primarily to non-capital losses available to reduce taxable income which may arise in the future. The company and its Canadian subsidiaries have future income tax assets of $359 million (2006 – $463 million) that relate to non-capital losses which expire over the next 20 years, and $105 million (2006 – $115 million) that relate to capital losses which have no expiry date. The company’s U.S. subsidiaries have future income tax assets of $272 million (2006 – $189 million) that relate to net operating losses which expire over the next 20 years. The company’s international subsidiaries have future income tax assets of $196 million (2006 – $123 million) that relate to operating losses which generally have no expiry date. The amount of non-capital and capital losses and deductible temporary differences for which no future income tax assets have been recognized is approximately $2,825 million (2006 – $2,426 million). The future income tax liabilities represent the cumulative amount of income tax payable on the differences between the book values and the tax values of the company’s assets and liabilities at the rates expected to be effective at the time the differences are anticipated to reverse. The future income tax liabilities relate primarily to differences between book values and tax values of property, plant and equipment due to different depreciation rates for accounting and tax purposes. The future income tax assets and liabilities are recorded in accounts receivable and other and accounts payable and other liabilities on the balance sheet. The following table reflects the company’s effective tax rate at December 31, 2007 and 2006:

	2007	2006
Statutory income tax rate	33%	36%
Increase (reduction) in rate resulting from
Dividends subject to tax prior to receipt by the company	(3)	(3)
Portion of gains not subject to tax	(13)	(12)
Lower income tax rates in other jurisdictions	(8)	(4)
Derecognition of future tax assets/(liabilities)	(7)	3
Foreign exchange gain	9	(1)
Other	3	2
Effective income tax rate	14%	21%

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22. EQUITY ACCOUNTED LOSS FROM INVESTMENTS

Equity accounted income (loss) includes the following:

(MILLIONS)	2007		2006
Norbord	$	(17)	$	37
Fraser Papers 1		(23)		(62)
Stelco Inc. 2		(32)		(11)
Total	$	(72)	$	(36)

1 During 2007, the company increased its ownership in Fraser Papers to 56% and started to account for the investment on a consolidated basis

2 During 2007, the company sold its 23% common equity interest in Stelco

23. JOINT VENTURES

The following amounts represent the company’s proportionate interest in incorporated and unincorporated joint ventures that are reflected in the company’s accounts:

(MILLIONS)	2007		2006
Assets	$	4,343	$	4,888
Liabilities		2,243		2,769
Operating revenues		715		914
Operating expenses		417		554
Net income		267		223
Cash flows from operating activities		276		251
Cash flows from (used in) investing activities		74		(107)
Cash flows used in financing activities		(187)		(98)

24. POST-EMPLOYMENT BENEFITS

The company offers pension and other post employment benefit plans to its employees. The company’s obligations under its defined benefit pension plans are determined periodically through the preparation of actuarial valuations. The benefit plans’ income for 2007 was $2 million (2006 – expense of $5 million). The discount rate used was 6% (2006 – 5%) with an increase in the rate of compensation of 4% (2006 – 4%) and an investment rate of 8% (2006 – 7%).

(MILLIONS)	2007		2006
Plan assets	$	688	$	71
Less accrued benefit obligation:
Defined benefit pension plan		(586)		(81)
Other post-employment benefits		(62)		(16)
Net asset (liability)		40		(26)
Less: Unamortized transitional obligations and net actuarial losses		14		8
Accrued benefit asset (liability)	$	54	$	(18)

In connection with the acquisition of Longview Fibre, the company assumed the pension and other post-employment benefit plans of its employees which represented a net plan asset of $71 million, of which the company’s pro rata interest is $26 million. This pension plan is held through a 36% owned restructuring fund.

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25. SUPPLEMENTAL CASH FLOW INFORMATION

(MILLIONS)	2007			2006
Corporate borrowings
Issuances	$	2,768		$	524
Repayments		(2,292	)		(634	)
Net	$	476		$	(110	)
Property-specific mortgages
Issuances	$	4,113		$	6,386
Repayments		(1,629	)		(949	)
Net	$	2,484		$	5,437
Other debt of subsidiaries
Issuances	$	2,897		$	279
Repayments		(1,073	)		(246	)
Net	$	1,824		$	33
Common shares
Issuances	$	44		$	18
Repayments		(165	)		(8	)
Net	$	(121	)	$	10
Property
Proceeds of dispositions	$	455		$	211
Investments		(6,253	)		(6,693	)
Net	$	(5,798	)	$	(6,482	)
Securities
Securities sold	$	128		$	3
Securities purchased		(552	)		(327	)
Loans collected		707			399
Loans advanced		(811	)		(795	)
Net	$	(528	)	$	(720	)
Financial assets
Securities sold	$	1,396		$	1,446
Securities purchased		(760	)		(750	)
Net	$	636		$	696

Cash taxes paid were $103 million (2006 – $147 million) and are included in current income taxes. Cash interest paid totalled $1,686 million (2006 – $1,101 million). Capital expenditures in the company’s power generating operations were $50 million (2006 – $40 million), in its property operations were $45 million (2006 – $45 million) and in its transmission operations were $10 million (2006 – $35 million).

26. SEGMENTED INFORMATION

The company’s presentation of reportable segments is based on how management has organized the business in making operating and capital allocation decisions and assessing performance. The company has fi ve reportable segments:

(a) commercial properties operations, which are principally commercial office properties and retail properties, located primarily in major North American, Brazilian, and Australian cities;

(b) power generation operations, which are predominantly hydroelectric power generating facilities on river systems in North America and Brazil;

(c) infrastructure operations, which are predominantly timberlands and electrical transmission and distribution systems. The company’s timberland operations are located in North America and Brazil. The electrical transmission and distribution systems are located in Northern Ontario and Chile;

(d) development and other properties operations, which are principally residential development and homebuilding operations, located primarily in major North American, Brazilian and Australian cities; and

(e) specialty funds, which include the company’s bridge lending, real estate finance and restructuring funds, are managed for the company and for institutional partners.

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Non-operating assets and related revenue, cash flow and income are presented as financial assets and other.

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

	2007						2006
(MILLIONS)	Revenue		Net Income		Assets		Revenue		Net Income		Assets
Commercial properties	$	2,891	$	24	$	23,571	$	1,499	$	19	$	17,538
Power generation		971		106		7,106		893		228		5,390
Infrastructure		622		4		4,230		419		56		4,333
Development and other properties		1,751		138		12,115		1,856		377		4,606
Specialty funds		1,368		187		2,676		943		173		1,797
Cash, financial assets and other		1,740		328		5,899		1,287		317		7,044
	$	9,343	$	787	$	55,597	$	6,897	$	1,170	$	40,708
Revenue and assets by geographic segments are as follows:
	2007						2006
(MILLIONS)	Revenue				Assets		Revenue				Assets
United States	$	4,844			$	27,156	$	2,699			$	23,618
Canada		2,604				12,248		3,322				10,111
International		1,895				16,193		876				6,979
	$	9,343			$	55,597	$	6,897			$	40,708

27. SUBSEQUENT EVENTS

On January 31, 2008, the company completed the spin-off of a newly created publicly-traded partnership named Brookfield Infrastructure Partners L.P. (“BIP”). The spin-off was implemented by way of a special dividend of a 60% interest in BIP to holders of the company’s Class A and Class B Limited Voting shares. Initially, BIP will own interests in five electricity transmission and timber operations in North America, Chile and Brazil.

Brookfield Asset Management    |    2007 ANNUAL REPORT        115

Five Year Financial Review

AS AT AND FOR THE YEARS ENDED DECEMBER 31
(MILLIONS, EXCEPT PER SHARE AMOUNTS; UNAUDITED)	2007		2006		2005		2004		2003
Per Common Share (fully diluted)
Book value	$	11.64	$	9.37	$	7.87	$	5.67	$	4.99
Cash flow from operations		3.11		2.95		1.46		1.03		0.95
Cash return on book equity		30%		34%		21%		19%		18%
Net income	$	1.24	$	1.90	$	2.72	$	0.90	$	0.35
Market trading price – NYSE	$	35.67	$	32.12	$	22.37	$	16.01	$	9.05
Dividends paid	$	0.47	$	0.39	$	0.26	$	0.24	$	0.22
Common shares outstanding
Basic		583.6		581.8		579.6		582.1		576.2
Diluted		611.0		610.8		608.0		611.3		610.4
Total (millions)
Total assets under management	$	94,340	$	71,121	$	49,700	$	27,146	$	23,108
Consolidated balance sheet assets		55,597		40,708		26,058		20,007		16,309
Corporate borrowings		2,048		1,507		1,620		1,675		1,213
Non-recourse borrowings
Property-specific mortgages		21,644		17,148		8,756		6,045		4,881
Other debt of subsidiaries		7,463		4,153		2,510		2,373		2,075
Common equity		6,644		5,395		4,514		3,277		2,898
Revenues		9,343		6,897		5,220		3,867		3,370
Operating income		4,509		3,776		2,319		1,793		1,532
Cash flow from operations		1,907		1,801		908		626		590
Net income		787		1,170		1,662		555		232

116        Brookfield Asset Management    |    2007 ANNUAL REPORT

Corporate Governance

Management and the Board of Directors are committed to working together to achieve strong and effective corporate governance, with the objective of promoting the long-term interests of the company and the enhancement of value for all shareholders. Our Board of Directors is of the view that our corporate governance policies and practices and our disclosure in this regard are appropriate, effective and consistent with the guidelines established by Canadian and U.S. securities regulators. We continue to review our corporate governance policies and practices in relation to evolving legislation, guidelines and best practices.

Our Statement of Corporate Governance Practices is set out in full in the Management Information Circular mailed each year to all our shareholders along with the Notice of our Annual Meeting. This Statement is also available on our web site, www.brookfield.com, at “About Brookfield / Corporate Governance.”

You can also access the following documents referred to in the Statement on our web site – the Mandate of our Board of Directors, the Charter of Expectations for Directors, the Charters of the Board’s three Standing Committees (Audit, Governance & Nominating and Management Resources & Compensation), Board Position Descriptions, our Code of Business Conduct and our Corporate Disclosure Policy. We encourage you to review these materials.

Sustainable Development

Management and the Board of Directors are committed to the principle that our business decisions will consider social issues, including the long-term sustainability of our local communities in which we operate, taking into account current and future environmental, safety, health and economic considerations. The review and improvement of our sustainability practices is an ongoing process that we take very seriously throughout our organization.

Environmental initiatives across our operations include energy reduction, water conservation, recycling, air quality standards, wildlife preservation, timber harvesting techniques and erosion control. We believe that these initiatives will benefit the company over the long term from an economic perspective by increasing competitiveness and strengthening the local communities in which we operate. While an appropriate balance is sometimes difficult to achieve, the initiatives we undertake and the investments we make in building our company are guided by our core set of values around sustainable development.

Our renewable energy business is focused on hydroelectricity and wind power generation, while our office properties contain building features, systems and programs that foster environmental responsibility, cost and energy savings for tenants, and the health and safety of all those who work at and visit our properties. We implement comprehensive environmental initiatives in existing properties as well as new development projects to ensure industry standards are achieved and exceeded. For example, our most recent office development, the Bay Adelaide Centre in Toronto, will be built to a Leadership in Energy and Environmental Design (LEED) Gold standard. The LEED^® Green Building Rating System is the internationally accepted scorecard for sustainable sites, water efficiency, energy and atmosphere, materials and resources, and indoor environmental quality.

Brookfield Asset Management    |    2007 ANNUAL REPORT        117

Shareholder Information

Shareholder Enquiries

Shareholder enquiries are welcomed and should be directed to Denis Couture, Senior Vice-President, Investor Relations, Corporate and International Affairs at 416-363-9491 or dcouture@brookfield.com. Alternatively shareholders may contact the company at its administrative head office:

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:     inquiries@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

E-Mail:     inquiries@cibcmellon.com

Stock Exchange Listings

	Symbol	Stock Exchange
Class A Common Shares	BAM	New York
	BAM.A	Toronto
	BAMA	Euronext Amsterdam
Class A Preference Shares
Series 2	BAM.PR.B	Toronto
Series 4	BAM.PR.C	Toronto
Series 8	BAM.PR.E	Toronto
Series 9	BAM.PR.G	Toronto
Series 10	BAM.PR.H	Toronto
Series 11	BAM.PR.I	Toronto
Series 12	BAM.PR.J	Toronto
Series 13	BAM.PR.K	Toronto
Series 14	BAM.PR.L	Toronto
Series 17	BAM.PR.M	Toronto
Series 18	BAM.PR.N	Toronto

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 other presentations.

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 2007 Annual Report is available in French on request from the company and is filed with and available through SEDAR at www.sedar.com.

Annual Meeting of Shareholders

The company’s 2008 Annual Meeting of Shareholders will be held at 10:30 a.m. on Wednesday, April 30, 2008 at The Design Exchange, 234 Bay Street, Toronto, Ontario and will be webcast through www.brookfield.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.

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

118        Brookfield Asset Management    |    2007 ANNUAL REPORT

Board of Directors and Officers

BOARD OF DIRECTORS

Robert J. Harding, F.C.A.	James K. Gray, O.C.	G. Wallace F. McCain, O.C., O.N.B.
Chairman	Founder and former CEO	Chairman
Brookfield Asset Management Inc.	Canadian Hunter Exploration Ltd.	Maple Leaf Foods Inc.
Jack L. Cockwell	Maureen Kempston Darkes, O.C., O.ONT.*	The Hon. Frank J. McKenna, P.C., O.N.B.
Group Chairman	Group Vice President and President	Deputy Chair
Brookfield Asset Management Inc.	Latin America, Africa and Middle East	TD Bank Financial Group
	General Motors Corporation
Marcel R. Coutu		Dr. Jack M. Mintz
President and Chief Executive Officer	David W. Kerr	Palmer Chair in Public Policy
Canadian Oil Sands Limited	Corporate Director	University of Calgary
The Hon. J. Trevor Eyton, O.C.	Lance Liebman	Patricia M. Newson, C.A. *
Member of the Senate of Canada	Director	President and CEO
	American Law Institute	AltaGas Utility Group Inc.
J. Bruce Flatt
Managing Partner and CEO	Philip B. Lind, C.M.	James A. Pattison, O.C., O.B.C.
Brookfield Asset Management Inc.	Vice-Chairman	Chief Executive Officer
	Rogers Communications Inc.	The Jim Pattison Group
*   Director-elect		George S. Taylor
Details on Brookfield’s Directors are provided in the Management Information Circular and on Brookfield’s web site		Corporate Director

CHAIRMEN

Jack L. Cockwell	Ian G. Cockwell	Timothy R. Price
Group Chairman	Residential	Funds Management
Gordon E. Arnell	Edward C. Kress	John E. Zuccotti
Commercial Property	Power Generation	United States
MANAGEMENT COMMITTEE		CORPORATE OFFICERS
Barry S. Blattman	Clifford E. Lai	J. Bruce Flatt
Jeffrey M. Blidner	Brian D. Lawson	Chief Executive Officer
Richard B. Clark	Richard J. Legault
Bryan K. Davis	Cyrus Madon	Brian D. Lawson
Luiz Ildefonso Lopes	Ross A. McDiven	Chief Financial Officer
Steven J. Douglas	George E. Myhal
J. Bruce Flatt	Derek G. Pannell	Alan V. Dean
Harry A. Goldgut	Samuel J.B. Pollock	Corporate Secretary
Joseph S. Freedman	Aaron W. Regent
Brian W. Kingston	Bruce K. Robertson

Brookfield Asset Management    |    2007 ANNUAL REPORT        119

CORPORATE OFFICES	REGIONAL OFFICES
New York – United States	Sydney – Australia	London – United Kingdom	São Paulo – Brazil
Three World Financial Center	Level 1	40 Berkeley Square	Brascan Century Plaza
200 Vesey Street, 11th Floor	1 Kent Street	London W1J 5AL	Rua Joaquim Floriano,
New York, New York	Sydney, NSW 2000	United Kingdom	466 Edificio Corporate,10°Andar,
10281-0221	T 62-2-9256-5000	T 44 (0) 20-7659-3500	Conjunto 1004
T 212-417-7000	F 62-2-9256-5001	F 44 (0) 20-7659-3501	São Paulo, SP Brasil
F 212-417-7196			CEP: 04534-002
			T 55 (11) 3707-6744
			F 55 (11) 3707-6751
Toronto – Canada	Beijing – China	Hong Kong	Dubai – UAE
Brookfield Place, Suite 300	Beijing Kerry Center	Lippo Centre, Tower Two	Level 12, Al Attar Business Tower
Bay Wellington Tower	North Tower, 3rd Floor	26/F, 2601	Sheikh Zayed Road
181 Bay Street, Box 762	1 Guanghua Road	89 Queensway, Hong Kong	Dubai UAE
Toronto, Ontario M5J 2T3	Chao Yang District	T 852-2810-4538	T 971-4-3158-500
T 416-363-9491	Beijing, PRC, 100020	F 852-2810-7083	F 971-4-3158-600
F 416-365-9642	T 8610-8529-8858
	F 8610-8529-8859

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