SecProbe.io

August 27, 2012

VIA E -Mail
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
Suite 300
Brookfield Place
181 Bay Street
P.O. Box 762
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
  Form 40 -F for the year ended December  31, 2011
Filed on March 29 , 2012
File No.  033-97038

Dear Mr. Brian D. Lawson :

We have limited our review to only your financial sta tements and related disclosures and
do not intend to expand our review to oth er portions of your documents.   In our comments , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

 After reviewing the i nformation you provide in response to these comments, we may
have additional comments.

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2011

Exhibit 99.2

General

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
August  27, 2012
Page 2

 1. We note your disclosure of “net invested capital” throughout your document.   Please
clarify how you define this term.   Furthermore, we note that you disclose this measure on
a segment basis; please aggregate the amounts and tell us how the total relates to your
IFRS financial statements.   Also, revise your disclosure in future filings to address these
points.

Earnings Capacity and Dividends, page 7

2. You state that you believe that you can compound your equity at 12% over the longer
term.   Please tell us and expand your future filings to dis cuss your basis for this
statement.

Part 1 – Overview

Basis of Presentation, Key Performance Metrics and Use of Non -IFRS Measures, page 12

3. We note the extensive use of non -IFRS measures throughout your document and the
prominence of such measures.   Please revise your disclosures in future filings to discuss
with equal or greater prominence your measures that are calculated and presented in
accordance with IFRS.

Part 2 – Financial Review

4. In footnotes to various tables presented we note that y ou indicate that the amounts
presented include and/or exclude certain things.    In future filings, please quantify these
amounts within the footnote.

5. We note that the amounts presented as accounts payable and other within tables on page
21 and page 24 dif fer from each other and also differ from the amount presented on your
IFRS balance sheet on page 94.    Please clarify why these amounts differ and reconcile to
the balance presented on the IFRS balance sheet.

Capitalization, pages 23 – 24

6. You disclose that your core liquidity as of December 31, 2011 was $3.9 billion, and that
it represents cash and financial assets and undrawn credit balances.   Please tell us how
this amount relates to the amounts disclosed in your IFRS balance sheet.

7. We note that you indicate the consolidated basis information on the table disclosed on
page 24 utilized the same methodology as your IFRS financial statements.    However,

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
August  27, 2012
Page 3

 footnote 3 to the table indicates that shareholders’ equity includes incremental values  and
asset management franchise value, which are not values recognized under IFRS.    Please
clarify and/or revise future filings accordingly.    In addition, please reconcile the
shareholders equity amount disclosed in this table to the amounts presented on  your
consolidated IFRS balance sheet on page 94 and disclose the reconciliation in future
filings.

Values not Recognized Under IFRS, page 25

8. We note you have provided an estimate of the incremental value of certain items that are
not reflected at fair v alue under IFRS in an effort to arrive at a more complete and
consistent determination of net tangible asset value.    Please revise your disclosures in
future filings to break down these amounts by asset type and show a separate column
with the amounts rec orded in the financial statements.   Also, discuss the valuation
methods and the significant assumptions utilized by management for each asset type in
determining these incremental values.   Provide us with your proposed
disclosure.   Furthermore, clarify if you also include any amounts that are below the
carried values of these assets.

Asset Management Franchise value, page 26

9. We note that you have described some of the assumptions utilized to arrive at the asset
management franchise value such as assumin g capital under management in your unlisted
funds and managed listed issuers will grow at a rate of 10% over the next 10
years.    Please tell us and revise future filings to discuss the basis utilized by management
for these assumptions.   For instance iden tify whether the rate of growth utilized was
based on historical and/or empirical information.   Also, tell us what is meant by your
statement that you will continue to provide information to enable readers to assess your
progress and consider these values and assumptions.    Please clarify how this information
is provided, whether this information is disclosed in your Form 40 -F filing, and if not,
why this information has not been included.

Part 3 – Review of Operations

General

10. In your review of operation s for renewable energy, we note you have eliminated currency
and hydrology fluctuations in your five year comparison presentation of revenue and for
your review of infrastructure, you have utilized a constant exchange rate in your 3 year
presentation of ne t operating income for utilities and transport and energy.    These
presentations appear to be non -IFRS based.    Please revise future  filings to explain why
these presentations provide useful information to investors and the additional purposes, if
any, fo r which management uses this non -IFRS information.    In addition, for your

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
August  27, 2012
Page 4

 renewable energy presentation of revenue, please reconcile to revenue in accordance with
IFRS.

Property, pages 40 – 46

11. Please tell us and define in future filings how you determ ined which properties to
designate as existing properties for each year presented.   Specifically discuss if you have
excluded any properties undergoing a redevelopment; if so, clarify your basis for
excluding these properties from existing properties and q uantify the amounts.

12. We note your definition of in -place net rents.   Please clarify if you reflect the impact of
concessions in your calculation.

13. In future filings please expand your disclosures to also quantify historical occupancy
rates and average in -place net rents on an existing property basis.

 Consolidated Statements of Operations, page 95

14. We note that you present unnamed subtotals after “Investment and other income” and
after “Current i ncome taxes” and that these subtotals appear to be operating profit
measures that exclude charges that are integral to your operations.   Thus, in future filings,
please revise your statements of operations to exclude subtotals that exclude items of an
operating nature.   Please provide us with your proposed presentation and refer to
paragraphs 85 and 86 of IAS 1 and IAS 1.BC.56.   Also, we note that you present
revenues less direct operating costs by segment on a net basis in your statements of
operations.   Please tell us your basis for this netted presentation.

Note 7 – Investments, page 118

15. You disclose that certain of your investments in associates are subject to restrictions over
the extent to which they can remit funds to your company in the form or cash dividends,
or repayment of loans and advances.   Please tell us the extent of these r estrictions and
expand your disclosure in future filings to comply with paragraph 37(f) of IAS 28.

16. You disclose the comparison of the fair value of your investment in GGP based on the
publicly listed price to your carrying value which is accounted for u sing the equity
method.   We note that the carrying value exceeds the fair value by almost 30%; please
tell us how you evaluated impairment of this investment.   Please cite the relevant
accounting guidance.

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
August  27, 2012
Page 5

 Note 8 – Investment Properties, page 120

17. We no te that certain properties are valued by external valuators.    Please clarify whether
the external valuations received have been adjusted significantly and disclose the
adjustments, if any, as well as the reasons for the adjustments.    Reference is made to
paragraph 77 of IAS 40.

Note 9 – Property, Plant and Equipment, pages 120 – 124

18. We note that the unrealized revaluations of property, plant and equipment using the
revaluation method are recorded in revaluation surplus as a component of equity.    Pleas e
clarify whether there are any restrictions on the distribution of the balance of revaluation
surplus to shareholders.    Reference is made to paragraph 77(f) of IAS 16.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they ha ve made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securit ies laws of the United States.

You may con tact Wilson K. Lee at (202) 551 -3468 or me at (202) 551 -3782  if you have
any questions .

                                                                     Sincerely,

  /s/ Jessica Barberich

         Jessica Barberich
         Assistant Chief Accountant