SecProbe.io

September 3 , 2013

VIA E -Mail
Mr. Brian D. Lawson
Chief Financial Officer
Brookfield Asset Management, Inc.
Brookfield Place
P.O. Box 762
181 Bay Street, Suite 330
Toronto, Ontario, Canada M5J 2T3

Re: Brookfield Asset Management, Inc.
  Form 40 -F for the year ended December  31, 2012
Filed on April 2, 2013
File No.  033-97038

Dear Mr. Brian D. Lawson :

We have reviewed your filings and have the following com ments. In some of 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 provid e 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 information you provide in response to these comments, we may
have additional comments.

FORM 40 -F FOR THE YEAR ENDED DECEMBER 31, 2012

Exhibit 99.2

Part 1 – Overview and Outlook

Consolidated Financial Information, page 19

1. You indicate that a large variance in revenues within a business that is largely owned by
non-controlling interests may have a relatively small impact on net income attributable to
shareholders.    Please clarify this statement to us and  describe in more detail why this
would be the case.   We may have further comment.

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 2

 Part 3 – Business Segment Results

Segment Operating and Performance Measures, pages 34 - 36

2. We continue to question your presentation and discussion of non -IFRS
measures.   Although you identify several measures as non -IFRS on pages 34 -36, you
have co -mingled your discussion of the non -IFRS measures with your IFRS segment
profit/(loss) measures in your segment discussion.   Please revise your segment discussion
to separately discuss the results of all of your segments first on an IFRS basis (e.g., FFO)
and then, to the extent you continue to  disclose the non -IFRS measures (e.g., net
operating income and segment operating income), on a non -IFRS basis.   Your current
presentation does not adequately separate and identify the measures and provides undue
prominence to the non -IFRS measures.

3. For some of the measures identified as non -IFRS measures, we note you have referenced
readers to the reconciliations provided within Note 3.    To the extent you continue to
present and discuss non -IFRS measures, please revise to present the related
reconcilia tions alongside such discussion instead of referencing to footnote disclosures
which should be presented in accordance with IFRS requirements.   Also, clarify why
your footnotes include non -IFRS measures.   We may have further comment.

4. Please further cla rify to us the basis for your FFO definition.    Specifically, explain your
basis for inclusion of disposition gains that are not otherwise included in net income as
determined under IFRS.   In particular, explain why management believes it is useful to
investors to include the fair value changes and revaluation surplus recorded in prior
periods when assessing the financial performance of the company and its segments in the
current period.   It does not appear that the definition of FFO would include amounts t hat
are not recorded in the latest year’s financial statements.   We may have further comment.

5. We note you have reconciled net operating income and segment operating income to
revenues.    It appears that net income is the most comparable measure to net ope rating
and segment operating income, not revenue.   Please revise or explain your basis for
determining that revenue was the most comparable measure calculated in accordance to
IFRS instead of net income.

6. Since you include a discussion and analysis of your  segment performance measures as
determined under IFRS 8, you should also include a complete discussion of the
reconciling items that are not included in each of the segment performance
measures.    Please revise to provide discussion and analysis of the re conciling items that
apply to each particular segment being discussed.

7. We note your disclosure of “net invested capital” when discussing your office
development, opportunity and finance and when discussing your portfolio valuation of
your renewable energy  segment.    Please clarify how you define this term, how it is used

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 3

 by management to assess your financial condition and/or performance, and how these
amounts relate to your IFRS financial statements.   We may have further comment.

Asset Management and Oth er Services, pages 39 – 43

8. We note that you have presented annualized amounts alongside your presentation of
results of operations accounted for under IFRS.    Please revise to present such
information separately from your results of operations accounted f or under IFRS.    As a
part of your revised disclosures, please discuss the importance of providing such
information to investors and how management utilizes this information in assessing and
monitoring performance.   Also, tell us and disclose how you calcu late the annualized
amounts.

9. Please expand your disclosure to also note the amount of asset management and other
fees that are eliminated in consolidation.

Property, page 43

10. In future Exchange Act reports, please revise to provide more detail regard ing the
geographic diversification and tenant concentration of your portfolio.   In addition, please
revise to clarify the portion of your portfolio that is fully consolidated on your balance
sheets and the portion that is accounted for using the equity met hod of accounting.

11. We note your disclosure on page 44 that you completed the development of the 1 million
square foot Brookfield Place office tower in Perth and advanced work on 6 million square
feet of office development projects.   In future Exchange Act  reports, for material
developments, please revise your disclosure to provide the completion date, costs
incurred to date and budgeted costs.   For completed developments, please disclose costs
per square foot, including whether leasing costs are included.

12. We note that leases representing 10.3% and 10.7% are expiring in 2013 for your office
and retail properties, respectively.   In future Exchange Act reports, please revise, here or
elsewhere, as applicable, to include a more detailed discussion of leasing a ctivity during
the reporting period and provide a roll forward of beginning of year vacant space to end
of year vacant space with disclosure of new space that became vacant during the period
and all space filled during the period, including new and renewed  leases.   In addition,
please disclose leasing costs, such as tenant improvements and leasing commissions for
both new leases and renewals on a per square foot basis. With respect to new and
renewed leases, please provide quantitative disclosure comparing the average base rent
per square foot on expiring leases with rates on new and renewed leases.

13. We note your disclosure in the tables on pages 46 and 47 with respect to expiring leases
for your office and retail properties. In future Exchange Act reports, please revise to

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 4

 provide the annual rental and gross annual rental represented by such expiring leases.   In
addition, please discuss the relationship between market rents and expiring rents.

Office Properties, page 45

14. We note your disclosure on page 46 with respect to the strong credit quality of your
tenants and that you direct special attention  to credit quality to ensure the long -term
sustainability of rental revenues through economic cycles.   In future Exchange Act
reports, please revise to describe how you monitor tenant credit quality.

Retail Properties, page 47

15. We note your disclosure on page 45 with respect to the period to period changes in same
store performance for your office properties. In future Exchange Act reports, for your
retail properties, please revise to discuss period to period changes in same store
performance and within sa me store, please address the relative impact of occupancy and
rent rate changes.

Renewable Power, page 49

16. We note your disclosure on page 52 that your wholly -owned energy marketing group has
entered into purchase agreements and price guarantees with Broo kfield Renewable that
fix the prices for most of the North American hydroelectric generation that is not already
sold under a long -term contract.   In future Exchange Act reports, please revise to provide
more detailed disclosure regarding these agreements and how they impact your business
operations and revenues.   In addition, please clarify to explain how the majority of these
arrangements are offset by you with long -term contracts.

Part 4 – Capitalization and Liquidity

Debt to Capitalization, pages 65 – 66

17. We note that your inclusion of accounts payable and other liabilities and deferred income
taxes within your capitalization definition is consistent with how you assess your
leverage ratios and how you present them to your rating agencies.    Please cl arify for us
and revise your disclosure to further discuss your basis for including such amounts as
capitalization.   Also, please highlight that their inclusion may cause your calculation to
not be comparable to ratios of other companies.

Cash and Fin ancial Assets, page 68

18. We note that you maintain a portfolio of financial assets funded with surplus
activity.    Please tell us and revise your disclosure to define surplus activity.    Please
clarify how you determine whether to utilize all surplus activi ty to fund investments in

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 5

 financial assets and if the amount of cash and cash equivalents in the table represents un -
utilized surplus.    To the extent a portion of the surplus activity is not utilized to fund
financial assets, please describe how you utilize this cash flow.     Also, further explain the
amounts included in the Revenues, Gains and Direct Costs column.

Note 3 – Segmented Information, pages 102 – 108

19. We note your disclosure that you consider Funds from Operations to be a key measure of
your fi nancial performance.   We also note your disclosure of Net Income by operating
segment in the table on page 103.   It is unclear if Net Income is another measure of
segment profit/(loss) that is used by your chief operating decision maker.   Please explain
or remove Net Income by operating segment.   We may have further comment.

20. We note the reconciliation of total entity FFO to net income disclosed on page
105.  Please remove this reconciliation from your footnote, because total entity FFO
appears to be a non-IFRS measure.   Please also revise your footnote to include a
reconciliation which reconciles total reportable segment profit or loss to entity profit or
loss in accordance with paragraph 28(b) of IFRS 8.

21. Based on your discussion by segment with in Part 3, we note that you disaggregate
information within each segment to a lower level by business line.    Please clarify how
you have complied with the disclosure requirements outlined within paragraph 32 of
IFRS 8.

Note 29 – Other Information, pag e 143

Commitments, Guarantees and Contingencies, page 143

22. Please tell us how you have complied with the disclosure requirements of IAS 37
regarding contingent liabilities related to legal proceedings.

  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 Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have 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

Mr. Brian D. Lawson
Brookfield Asset Management, Inc.
September 3 , 2013
Page 6

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

You may contact Wilson K. Lee at (202) 551 -3468 or me at (202) 551 -3782 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Folake Ay oola at (202) 551 -3673 or Jennifer Gowetski at (202) 551 -3401 with any other
questions.

                                                                     Sincerely,

  /s/ Jessica Barberich

         Jessica Barberich
         Assistant Chief Accountant