During 2005, the company redeemed all of the outst<strong>and</strong>ing Class A, Series 3 preferred shares.On December 31, 2004, the company issued 9,297,700 Series 13 preferred shares <strong>and</strong> 2,000,000 Series 15 preferred shares asa result of the amalgamation of the company <strong>and</strong> its wholly-owned funds management subsidiary.14. COMMON EQUITYThe company is authorized to issue an unlimited number of Class A Limited Voting Shares (“Class A common shares”) <strong>and</strong> 85,120Class 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 Rate Maturity 2005 2004Convertible <strong>Notes</strong>Series I 1 B.A. + 40 b.p. 2 2085 $ — $ 9Series II 1 3.9% 3 2088 — 2— 11Class A <strong>and</strong> B common shares 1,199 1,226Retained earnings 3,321 1,944Cumulative translation adjustment (6) 96Common equity $ 4,514 $ 3,277NUMBER OF SHARESClass A common shares 257,502,448 258,620,702Class B common shares 85,120 85,120257,587,568 258,705,822Unexercised options 12,612,987 12,181,392Reserved for conversion of subordinated notes — 824,927Total diluted common shares 270,200,555 271,712,1411 Fully converted <strong>and</strong> redeemed in 20052 Rate determined in a semi-annual auction, maximum 10%3 Rate determined as 120% of the current common share dividendB.A. – Banker’s Acceptance Rate b.p. – Basis Points(a) Convertible <strong>Notes</strong>The Convertible <strong>Notes</strong> were subordinate to the company’s senior debt <strong>and</strong> the company could, at its option, pay principal <strong>and</strong>interest due on the notes in Class A common shares of the company.The Series I <strong>and</strong> II Convertible <strong>Notes</strong> which were not otherwise converted were redeemed in 2005.(b) Class A <strong>and</strong> Class B Common SharesThe company’s Class A common shares <strong>and</strong> its Class B common shares are each, as a separate class, entitled to elect one-half ofthe company’s Board of Directors. Shareholder approvals for matters other than for the election of directors must be received fromthe holders of the company’s Class A common shares as well as the Class B common shares, each voting as a separate class.80<strong>Brookfield</strong> <strong>Asset</strong> Management | 2005 Annual Report
During 2005 <strong>and</strong> 2004, the number of issued <strong>and</strong> outst<strong>and</strong>ing common shares changed as follows:MILLIONS 2005 2004Outst<strong>and</strong>ing at beginning of year 258,705,822 256,120,610Issued (repurchased):Dividend reinvestment plan 48,356 72,539Management share option plan 1,542,880 382,430Conversion of debentures <strong>and</strong> other 1,269,122 2,967,334Fractional shares cancelled in relation to stock split — (12,186)Issuer bid purchases (3,978,612) (824,905)Outst<strong>and</strong>ing at end of year 257,587,568 258,705,822In 2005, under substantial <strong>and</strong> normal course issuer bids, the company repurchased 3,978,612 (2004 – 824,905) Class A commonshares at a cost of $162 million (2004 – $19 million). Proceeds from the issuance of common shares pursuant to the company’sdividend reinvestment plan <strong>and</strong> management share option plan (“MSOP”), totalled $21 million (2004 – $6 million).(c) Earnings Per ShareThe components of basic <strong>and</strong> diluted earnings per share are summarized in the following table:MILLIONS 2005 2004Net income $ 1,662 $ 555Convertible note interest — (1)Preferred share dividends (35) (24)Net income available for common shareholders $ 1,627 $ 530Weighted average outst<strong>and</strong>ing common shares 259.6 257.6Dilutive effect of the conversion of notes <strong>and</strong> options using treasury stock method 6.4 6.1Common shares <strong>and</strong> common share equivalents 266.0 263.7The holders of Class A Limited Voting Shares <strong>and</strong> Class B Limited Voting Shares rank on parity with each other with respect to thepayment of dividends <strong>and</strong> the return of capital on the liquidation, dissolution or winding up of the company or any other distributionof the assets of the company among its shareholders for the purpose of winding up its affairs. With respect to the Class A <strong>and</strong> ClassB common shares, there are no dilutive factors, material or otherwise, that would result in different diluted earnings per share. Thisrelationship holds true irrespective of the number of dilutive instruments issued in either one of the respective classes of commonstock, as both classes of common stock share equally, on a pro rata basis in the dividends, earnings <strong>and</strong> net assets of the company,whether taken before or after dilutive instruments, regardless of which class of common stock is diluted.(d) Stock-Based CompensationOptions issued under the company’s MSOP typically vest proportionately over fi ve years <strong>and</strong> expire 10 years after the grant date.The exercise price is equal to the market price at the grant date. During 2005, the company granted 2,694,150 (2004 – 1,527,545)options with an average exercise price of C$46.25 (2004 – C$30.07) per share. The cost of the options granted was determinedusing the Black-Scholes model of valuation, assuming a 7.5 year term to exercise (2004 – 7.5 year), 12% volatility (2004 – 12%),a weighted average expected dividend yield of 1.5% (2004 – 2.3%) annually <strong>and</strong> an interest rate of 3.9% (2004 – 4.0%). The costof $13 million (2004 – $5 million) is charged to employee compensation expense on an equal basis over the fi ve-year vesting periodof the options granted.<strong>Brookfield</strong> <strong>Asset</strong> Management | 2005 Annual Report 81