FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

Risks Relating to Us and Our CompanyOur company is a newly formed partnership with no separate operating history and the historical and proforma financial information included herein does not reflect the financial condition or operating results wewould have achieved during the periods presented, and therefore may not be a reliable indicator of our futurefinancial performance.Our company was formed on January 3, 2012 and has only recently commenced its activities and has notgenerated any significant net income to date. Our lack of operating history will make it difficult to assess ourability to operate profitably and make distributions to unitholders. Although some of our assets and operationshave been under Brookfield’s control prior to the formation of our company, their combined results have notpreviously been reported on a stand-alone basis and the historical and pro forma financial statements included inthis Form 20-F may not be indicative of our future financial condition or operating results. We urge you tocarefully consider the basis on which the historical and pro forma financial information included herein wasprepared and presented.Our company relies on the Property Partnership and, indirectly, the Holding Entities and our operatingentities to provide us with the funds necessary to pay distributions and meet our financial obligations.Our company’s sole direct investment is its limited partnership interest in the Property Partnership, whichowns all of the common shares or equity interests, as applicable, of the Holding Entities, through which we holdall of our interests in the operating entities. Our company has no independent means of generating revenue. As aresult, we depend on distributions and other payments from the Property Partnership and, indirectly, the HoldingEntities and our operating entities to provide us with the funds necessary to pay distributions on our units and tomeet our financial obligations. The Property Partnership, the Holding Entities and our operating entities arelegally distinct from our company and they will generally be required to service their debt obligations beforemaking distributions to us or their parent entity, as applicable, thereby reducing the amount of our cash flowavailable to pay distributions on our units, fund working capital and satisfy other needs. Any other entitiesthrough which we may conduct operations in the future will also be legally distinct from our company and maybe restricted in their ability to pay dividends and distributions or otherwise make funds available to our companyunder certain conditions.We anticipate that the only distributions our company will receive in respect of our limited partnershipinterests in the Property Partnership will consist of amounts that are intended to assist our company in makingdistributions to our unitholders in accordance with our company’s distribution policy and to allow our companyto pay expenses as they become due.We are subject to foreign currency risk and our risk management activities may adversely affect theperformance of our operations.Some of our assets and operations are in countries where the U.S. Dollar is not the functional currency.These operations pay distributions in currencies other than the U.S. Dollar which we must convert to U.S. Dollarsprior to making distributions on our units. A significant depreciation in the value of such foreign currencies mayhave a material adverse effect on our business, financial condition and results of operations.When managing our exposure to such market risks, we may use forward contracts, options, swaps, caps,collars and floors or pursue other strategies or use other forms of derivative instruments. The success of anyhedging or other derivative transactions that we enter into generally will depend on our ability to structurecontracts that appropriately offset our risk position. As a result, while we may enter into such transactions inorder to reduce our exposure to market risks, unanticipated market changes may result in poorer overallinvestment performance than if the transaction had not been executed. Such transactions may also limit theopportunity for gain if the value of a hedged position increases.8