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CORRESP
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CORRESP

 March 13, 2013

 Division of
Corporation Finance

 U. S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Jessica Barberich

RE:
Brookfield Asset Management, Inc.

 Form 40-F for the year ended December 31, 2012

Filed on April 2, 2013

 File No. 033-97038

 Thank you for your letter dated February 18, 2014. For your reference we have included, along with our responses, each of your questions in
italics using the same numbering references in your letter.

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

General

1.
We note you have presented certain financial measures within your Supplemental Information and your Investor Day Presentation provided on your website. For the following measures identified below, please provide to
us additional information including a detailed discussion of how these measures are calculated, what these measures represent, and why these measures are presented. Your response should provide better insight into how your management utilizes these
particular measures, their meaningfulness to investors, and how the measures are derived from your IFRS financial statements. Please address each of the following measures separately. We may have further comment.

We will include explanations of these terms in future filings and/or presentations that include these measures to the extent they were previously omitted, in a form
substantially as presented below.

•

Annualized Fee Base

 Annualized Fee Base is a non-IFRS measure that consists of Annualized Fees plus Target
Carried Interest (both defined below).

 Management uses Annualized Fee Base to provide additional insight into the potential contribution to earnings from fees
and carried interests based on the nature and level of fee bearing capital at a point in time. We have provided this information to investors as supplemental information and at our Investor Day because we believed it helps them gain a better
understanding of the scale of our asset management activities. None of Annualized Fee Base or its components are intended to represent guidance or a forecast because it is a mechanical calculation based on in-place contractual agreements and fee
bearing capital at a point in time.

 Annualized fees include: annualized base management fees which are determined by the contractual fee rate multiplied by the
current level of fee bearing capital, annualized incentive distributions based on our listed issuers current annual distribution policies, annualized transaction and advisory fees which are equal to a simple average of the last two years’
revenue, annualized performance fees earned from public funds which is equal to a simple average of the last two years’ revenues, and target carried interest which is explained below.

•

Unrealized Carried Interest and Target Carried Interest

 Carried Interest represents contractual arrangements
whereby we receive a fixed percentage of investment gains generated within a private fund that we manage provided that the investors receive a predetermined minimum return. Carried interests are earned throughout the life of a private fund and
typically realized/paid out towards the end of the life of a fund after the capital has been returned to investors. Carried interest is subject to “claw back” until all investments have been monetized and/or minimum investment returns are
sufficiently assured. We defer recognition of carried interests in our IFRS financial statements until they are no longer subject to adjustment based on future events.

The measurement period for our private funds can exceed 10 years. In order to gain better insight into how carried interest impacts, or could impact, our performance
and the scale of carried interests relative to the rest of our business, we disclose two measures: Unrealized Carried Interest and Target Carried Interest.

Unrealized Carried Interest: The calculation of unrealized carried interest is based on carried interest that would be receivable under the contractual formula
at the period end date as if the fund was liquidated and all investments had been monetized at the values recorded on that date. Management uses unrealized carried interest to gain better insight into how past investment performance has
impacted our potential to earn carried interests. We believe this information is useful to investors for similar reasons, and accordingly report this amount in our management’s discussion and analysis (“MD&A”) within our Asset
Management segment discussion. Unrealized carried interest is described on page 36 of our December 31, 2012 Annual Report and quantified on page 41.

 Target
Carried Interest: is a mechanical calculation that is intended to represent the annualized carried interest we would earn on third-party private fund capital subject to carried interest on the assumption that we achieve the targeted returns of
the private funds. It is determined by multiplying the target gross return of a fund, less the base management fee, by the percentage carried interest to which we are entitled to, multiplied by the amount of third party capital, and multiplied by
the average period the capital is invested for. We use target carried interest to provide insight on the amount of future carried interest that we have the potential to earn on an annualized basis, based on the current level of fee bearing capital.
We provide an estimation of target carried interest in our supplemental information to provide users with an indication of the scale of our Asset Management business.

•

Base Case Value

 Following the formation of Brookfield Property Partners L.P. (“BPY”), the vast
majority of the company’s capital was invested in listed entities, in particular BPY, Brookfield Renewable Energy Partners L.P. (“BREP”) and Brookfield Infrastructure Partners L.P. (“BIP”). Management has organized the
manner in which it assesses financial performance so that it is consistent with this. That is we present and assess our share of FFO from our investment in BPY substantially on a stand-alone basis. Furthermore, our capital allocation decisions at
the Brookfield corporate level involve transaction in units or shares of our listed companies.

 As a result, we have organized our business segment disclosures on a
consistent basis as this is how information is presented to our Chief Operating Decision Maker (“CODM”). In particular, we note that the segmented information in the MD&A to be included our December 31, 2013 Annual Report and Form
40-F will be organized to reflect this and present Brookfield’s deconsolidated balance sheet separating its publicly listed investments and its private holdings within each operating segment.

Base Case Value refers to the value ascribed to our company’s investments and its asset management activities on a deconsolidated basis utilizing the following
valuation methodologies, which primarily utilize public pricing or readily available external valuation inputs:

–

For investments where a publicly quoted price is available (such as BIP) base case value is determined by the quoted market price multiplied by our holdings. The exception to this methodology was that for BPY the
trading history was insufficient to provide a stabilized indication of value in our opinion, and therefore we utilized our IFRS carrying value instead. This exception was explicitly noted in our investor day presentation.

–

For privately held investments base case values are based on a combination of IFRS carrying values and internal appraisals where the assets or operations are not carried at fair value under IFRS. In the case of private
fund investments, these values are consistent with the values that are reported to our fund investors on a quarterly basis, and audited on an annual basis.

–

Our asset management franchise value is a mechanical calculation using multiples based on comparable companies trading values in the asset management industry and/or multiples utilized in analyst reports for comparable
companies.

–

We eliminate our deconsolidated deferred tax asset when calculating base case values as we estimate that this asset will be utilized through the realization of asset management revenues over time, which is captured in
our multiple on these operations.

 Base Case Value is meant to illustrate the value of the entities through which we hold the majority of businesses
on a deconsolidated basis, in a manner that can be reconciled and compared to the carrying values in our consolidated IFRS financial statements. we use base case values to gain insight on differences between the carrying values of our investments
and quoted market values where available, and supplement this with values determined by management for unlisted entities or businesses. This is helpful to us in making capital allocation decisions and understanding how the values of the component
parts of our business are perceived by investors. Based on discussions with investors and analysts we believe this facilitates an investor’s understanding of our business, in particular the relative scale of its component parts consistent with
our segment disclosures. Our Investor Day presentation includes explanations of the differences between our IFRS carrying values and our calculation of Base Case Value, along with a reconciliation to our IFRS carrying values on pages 53, 55 and 139.

•

FFO From Operating Activities

 We disaggregate FFO into realized disposition gains and the amount excluding
realized disposition gains because such gains can cause a significant variances when comparing results to another period, and therefore this presentation facilitates a discussion of year-over-year results. We also organize our management reporting
on this basis, and believe it is useful to present it in a similar manner for our investors.

 FFO from Operating Activities is calculated by subtracting
realized disposition gains from FFO and is defined on page 42 of our 2013 fourth quarter Supplemental Information. We intend to present FFO in this manner in our 2013 Annual Report and Form 40-F, accompanied by disclosure substantially in the form
set out in our response to question #5.

•

Gross Profit Margin for Asset Management Line

 Gross profit margins within our Asset Management segment are equal
to Fee Related Earnings as a percentage of Fee Revenues, using Asset Management segment operating results.

 Fee Related Earnings represent base management fees
earned from our listed issuers, private funds and public securities, incentive distributions, transaction and advisory fees, and performance fees earned from our public securities business, net of direct costs. Fee Related Earnings exclude carried
interests.

 Fee Revenues represents base management fees earned from our listed issuers, private funds and public securities, incentive distributions, transaction
and advisory fees, and performance fees earned from our public securities business. Fee revenues excludes carried interest earned on our private funds. Fee Related Earnings is defined on page 8 of our fourth quarter Supplemental Information.

We use this measure to provide additional insight into the operating profitability of our Asset Management operations and provided it to investors in our supplemental
information and at our Investor Day for the same reason. We do not include it in our MD&A, however the information is readily available for investors who choose to perform this calculation on their own.

•

Net Income Presented Within Summarized Financial Results.

 Net Income, in this case, is net income attributable
to Brookfield shareholders. Future reports will clearly make this distinction.

2.
We also note your use of the term “Appraisal Gains” in the Supplemental Information on your website. Please define this term for us, and clarify if the reference to appraisals is related to third-party
appraisals or internally generated valuations. If the gains are not determined through reliance on third-party appraisals, please tell us why you believe it is appropriate to use the term “Appraisal Gains.”

 Gains or losses from the revaluation of certain of the company’s assets under IFRS, including its investment
property, property plant & equipment, and biological/sustainable resource assets are denoted as “appraisal gains” within our Supplemental Information, as they are based on the “appraised” value, or fair value of the
asset under IFRS, as opposed to quoted market value or some other observable input. The term “appraisal” is not explicitly defined under IFRS.

 The
company determines fair value using valuations completed by internal appraisers and professional business valuators using a market participant view. We believe the term “appraisal” is equally applicable for appraisals prepared by internal
appraisers and those prepared by external appraisers.

3.
We note your use of the term “Valuation Items” throughout your filing. Specifically, we note that you have used this term as a heading on the face of your statements of operations to refer to the line items
“Fair value changes” and “Depreciation and amortization.” We also note that you use the term “Valuation Items” as the title of Other Segment Information in your segment footnote. In addition, you disclose on page 35
that the total amount of valuation items on an entity basis is a non-IFRS measure. Thus, it appears that the term “Valuation Items” has various definitions. Please revise your disclosure to provide distinct titles for the various terms so
that investors can clearly understand what the measures represent particularly in light of the fact that some of them are calculated on a basis consistent with IFRS and others are not.

We have discontinued the use of Valuation Items within our MD&A beginning with our 2013 Annual Report and Form 40-F. We will not include title “Valuation
Items” in our December 31, 2013 Consolidated Financial Statements.

4.
We note your responses to comments nos. 10, 12, 13, 14 and 15 of our comment letter dated September 3, 2013 in which you state that you will include the requested information to the extent you consider it
material in the context of the company’s consolidated financial statements. Please confirm that you will provide the requested information or provide us with a detailed analysis of why you believe that the requested disclosure is not material.
We may have further comment.

 Following the formation of BPY the company completed the reorganization of its structure as noted in our response to
question #1 above regarding Base Case Value. The company’s 2013 MD&A will focus on discussing our segmented results in a manner that disaggregates segment FFO and segment equity between the major listed entities and privately held
operations. Accordingly, with virtually all of the company’s property operations now held by a separate reporting issuer (BPY), we have revised our approach to the disclosure of our Property segment to focus on the results of BPY and a summary
of its material operating metrics. We do not believe that the reproduction and discussion of the BPY lease maturity table, for example, is material to our investors in this context.

Part 3 – Business Segment Results

 Segment Operating and Performance
Measures, pages 34 – 36

5.
We have considered your response to comment 4 and your definition of FFO. We note that your FFO measure includes certain disposition gains that are not otherwise included in net income as determined under IFRS.
Please expand your definition of FFO to clearly state that you are adjusting disposition gains on certain asset classes disposed of within the current year for the fair value changes and revaluation surplus recorded on those assets in prior years
either through net income or directly in equity. Also, expand your explanation of why these adjustments are meaningful to investors and management, and revise the title “Disposition G