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

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NOTE 8: JOINTLY CONTROLLED ASSETSThe Business has recorded its proportionate share of the related assets, liabilities, revenue and expenses ofproperties subject to joint control following the proportionate consolidation method. Summarized financialinformation in respect of the company’s interest in jointly controlled assets is set out below:(US$ Millions) Dec. 31, 2011 Dec. 31, 2010Non-current assets $ 2,605 $ 2,782Current assets 38 39Total assets 2,643 2,821Non-current liabilities 850 976Current liabilities 186 157Total liabilities 1,036 1,133Net assets $ 1,607 $ 1,688(US$ Millions) 2011 2010 2009Revenue $ 256 $ 250 $ 208Expenses 171 152 112Income before fair value gains (losses) 85 98 96Fair value gains (losses) 78 71 (253)Net income (loss) $ 163 $ 169 $ (157)NOTE 9: OTHER NON-CURRENT ASSETSThe components of other non-current assets are as follows:(US$ Millions) Dec. 31, 2011 Dec. 31, 2010Securities designated as FVTPL $ 856 $ 698Derivative assets 210 507Securities designated as AFS 194 259Goodwill 150 174Other non-current assets 1,122 316$ 2,532 $ 1,954Included in equity securities designated as FVTPL is a 22% common equity interest in Canary Wharf Group plc,a privately held commercial property investment and development company in the United Kingdom.Derivative assets include the carrying amount of warrants to purchase shares of common stock of GGP and TheHoward Hughes Corporation (“HHC”) with a carrying amount of $210 million (2010 - $197 million). The fairvalue of the warrants is determined using a Black-Scholes option pricing model, assuming a 6 year term, 37%volatility, and a risk free interest rate of 1.1%. Included in derivative assets in 2010 is $310 million in respect ofthe U.S. Office Fund Option. In the third quarter of 2011, the U.S. Office Fund Option, having a carrying amountof $241 million, was derecognized as a result of the exercise of the option by the company’s JV partner (refer toNote 6) with a corresponding adjustment to fair value gains (losses) in the carve-out statement of income (loss).Securities designated as AFS include $107 million (2010 - $106 million) representing the company’s commonand preferred equity interest in an office property in Washington, D.C. which is pledged as security for a loanpayable to the issuer of $92 million (2010 - $93 million) recognized in other non-current liabilities. Also includedin securities designated as AFS are commercial mortgage-backed securities (“CMBS”) with an estimated fairvalue of $46 million (2010 - $107 million) and common shares with a fair value of based on quoted market pricesof $41 million (2010 - $46 million).Goodwill represents a portfolio premium recognized in connection with the purchase of the company’s Brazilianretail assets.F-23
Included in other non-current assets is a hotel and casino operating asset of $820 million (2010 - nil) that wasacquired subsequent to foreclosure on debt owned by our finance fund during 2011. In addition, there is a $145million (2010 - $145 million) receivable from Brookfield upon the earlier of the exercise by Brookfield OfficeProperties Inc. (“BPO”), a 51% owned subsidiary of Brookfield that is included in the Business, of its option toacquire direct ownership of certain properties in the Australian portfolio from a subsidiary of Brookfield on thematurity of the related loans. See Note 24 for related party disclosures.NOTE 10: LOANS AND NOTES RECEIVABLELoans and notes receivable reside primarily in the company’s real estate finance funds and are generally securedby commercial and other income producing real property.(US$ Millions) Type Interest Rate Maturity Date Dec. 31, 2011 Dec. 31, 2010Variable rate LIBOR plus 1.00% to 11.00% 2010 to 2014 $ 1,009 $ 2,008Fixed rate 6.52% to 8.00% 2010 to 2012 715 34Other Non-Interest Bearing On Demand 34 38$ 1,758 $ 2,080Current 2010 to 2011 $ 773 $ 1,543Non-current 2012 to 2014 985 537$ 1,758 $ 2,080Included in loans and notes receivable is $107 million (2010 - $110 million) of loans receivable in Euros of€83 million (2010 - €83 million). Loans receivable of $0.7 billion have been pledged as collateral for borrowingsunder credit facilities (2010 - $1.0 billion). Also included in notes receivable is $470 million (2010 - nil) relatedto the unsecured promissory notes of C$480 million as partial proceeds for the disposition of the company’sresidential development segment to Brookfield Residential Properties Inc. (“BRPI”).At December 31, 2010, loans receivable included $504 million representing the company’s interest in debtsecurities issued by the U.S. Office Fund, which has been settled during 2011.A summary of loans and notes receivable by collateral asset class as of December 31, 2011 and 2010, is asfollows:(US$ Millions) December 31, 2011 December 31, 2010Unpaid Principal Balance Percentage of Portfolio (1) Unpaid Principal Balance Percentage of Portfolio (1)Asset ClassHotel $ 401 33% $ 520 25%Office 814 67% 1,249 60%Retail - - 17 1%Nursing homes - - 153 7%Residential - - 141 7%Total collateralized $ 1,215 100% $ 2,080 100%(1) Represents percentage of collateralized loans.In the year ended December 31, 2011, an impairment charge of nil (2010 - $53 million; 2009 - $58 million) wasrecognized in respect of the company’s loans and notes receivable.NOTE 11: ACCOUNTS RECEIVABLE AND OTHERThe components of receivables and other assets are as follows:(US$ Millions) Dec. 31, 2011 Dec. 31, 2010Accounts receivable (1) $ 393 $ 479Restricted cash 185 165Other current assets 218 128$ 796 $ 772(1) Includes related party receivables in the amount of $49 million (2010 - $77 million) – see Note 24 for related party disclosures.F-24
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UNITED STATESSECURITIES AND EXCHANG
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TABLE OF CONTENTSINTRODUCTION AND U
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INTRODUCTION AND USE OF CERTAIN TER
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Historical Performance and Market D
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• the departure of some or all of
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(US$ Millions) Mar. 31, 2012 Dec. 3
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Our company is not, and does not in
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Additionally, as part of our strate
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Our inability to enter into renewal
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The computation of cost reimburseme
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management agreement in limited cir
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• differences in cultures;• cha
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• the same professionals within B
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to the agreement. In addition, beca
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our company. In particular, our uni
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fractional units, without reduction
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federal income tax purposes, direct
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Under legislation recently enacted
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the Property Partnership, income fo
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“taxable Canadian property”. Un
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THE SPIN-OFFBackground to and Purpo
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Transaction AgreementsOur company a
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• recognize that superior returns
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• Trizec Western Canada - 3.5 mil
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As at the dates set out below, we h
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Office Property Portfolio (1) Asset
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Our strategy is to sign long-term l
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Our portfolio also includes, as at
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The following table presents the le
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properties that we believe have sig
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domestic economy and overall low un
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Environmental ProtectionWe are comm
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consideration for causing the Prope
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Operating EntitiesOur business is o
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Multi-Family and Industrial Platfor
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NOI is used as a key indicator of p
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Opportunistic Investmentsopportunit
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First Quarter Performance Highlight
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development sites, we will proceed
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The decrease in equity accounted in
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RetailIFRS Value - RetailThe follow
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The key valuation metrics of our re
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FFO for the three months ended Marc
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Financial Highlights and Performanc
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Equity accounted investments as at
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Operating results - OfficeThe follo
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The results of operations are prima
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etter than expected leasing market
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interests, of $681 million. Discoun
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NOI increased over the periods due
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The key valuation metrics of these
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increase in interest rates on inter
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more stringent environmental laws a
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Other DerivativesThe following othe
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TRZ Holdings; in the event the JV P
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available- for-sale. Estimation of
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The components of NOI for the three
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The following table presents a reco
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• fund those capital expenditures
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Given the small amount of new offic
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The following table presents certai
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nominating and governance committee
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investments and activities or in re
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7.B. RELATED PARTY TRANSACTIONSRELA
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Other ServicesBrookfield may provid
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Partnership. See Item 10.B. “Addi
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connection with a particular transa
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• recommending to the Holding Ent
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• any of the Managers is grossly
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2002 to directors, executives or se
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Nature and PurposeUnder our limited
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Bermuda Limited Partnership Act 188
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In addition, the BPY General Partne
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Withdrawal of the BPY General Partn
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entity or any other holding entity
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• ratified and confirmed all cont
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agreement, a holder of Property Par
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(including, generally, debt owed to
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In addition, pursuant to the Voting
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In addition, the Property GP LP may
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successor general partner will have
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Indemnification; Limitations on Lia
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subject to U.S. federal income taxa
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the Obama administration proposes t
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Page 181 and 182: (c)(d)the amount and description of
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Page 185 and 186: Canadian Limited Partner and will b
Page 187 and 188: CFA in respect of which the FAPI wa
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Page 191 and 192: our actual results of operations an
Page 193 and 194: 10.G. STATEMENT BY EXPERTSThe follo
Page 195 and 196: PART IIITEM 13.DEFAULTS, DIVIDEND A
Page 197 and 198: SIGNATURESThe registrant hereby cer
Page 199 and 200: COMMERCIAL PROPERTY OPERATIONS OF B
Page 201 and 202: Commercial Property Operations of B
Page 207 and 208: The financial statements are prepar
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Page 217 and 218: Values are most sensitive to change
Page 219: NOTE 7: EQUITY ACCOUNTED INVESTMENT
Page 223 and 224: NOTE 13: CAPITAL SECURITIESCapital
Page 225 and 226: The major components of income tax
Page 227 and 228: (b) Property net operating incomeNe
Page 229 and 230: NOTE 22: CAPITAL MANAGEMENT AND LIQ
Page 231 and 232: Other derivativesThe following othe
Page 233 and 234: The following table outlines financ
Page 235 and 236: NOTE 24: RELATED PARTIESIn the norm
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Page 239 and 240: Schedule III -Supplemental Schedule
Page 247 and 248: (b) Adoption of Accounting Standard
Page 249 and 250: distributed by GGP. The Business su
Page 251 and 252: NOTE 10: OTHER NON-CURRENT LIABILIT
Page 253 and 254: (b) Property net operating incomePr
Page 255 and 256: NOTE 19: RELATED PARTIESIn the norm
Page 257 and 258: The following summary presents fina
Page 259 and 260: Report of Independent Registered Ch
Page 261 and 262: BROOKFIELD PROPERTY PARTNERS L.P.NO
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Page 265 and 266: BROOKFIELD PROPERTY PARTNERS LIMITE
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESNO
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the associated lease and any contra
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Accounting for Uncertain Tax Positi
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3. REAL ESTATEThe Company’s inves
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Statement of Operations Information
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Future amortization of these intang
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Collateralized Property Loans — P
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Subsequent to April 9, 2009, in con
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INDEX TO UNAUDITED PRO FORMA FINANC
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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The company and Brookfield intend f
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The unaudited pro forma balance she
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(g) Exclusion of Brookfield’s 2%
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REF58435NAME OF PARTNERSHIP:CERTIFI
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DECLARATIONMade pursuant to The Exe
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REF58435BERMUDALimited Partnership
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Registration No. 46137BERMUDACERTIF
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Dated the 8thday of March 2012.THE
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THIS LIMITED PARTNERSHIP AGREEMENT
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11. TERM: DISSOLUTION: CONTINUATION
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15.2 any certificates or other inst
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Exhibit 4.1MASTER PURCHASE AGREEMEN
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2. Covenants to Complete the Reorga
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4.5 Brookfield and BPY will also, d
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IN WITNESS WHEREOF the parties here
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The Australian Operations are compr
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TABLE OF CONTENTSARTICLE 1INTERPRET
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MASTER SERVICES AGREEMENTTHIS AGREE
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1.1.15 “Equity Enhancement Distri
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1.1.35 “Permit” means any conse
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1.3.5 any reference to this Agreeme
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2.3 Other ManagersThe Managers may,
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3.2.2 For greater certainty and not
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ARTICLE 6INFORMATION AND RECORDS6.1
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Recipients elect to pay all or a po
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ARTICLE 8BROOKFIELD’S OBLIGATIONB
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and against any claims, liabilities
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11.2.1.2 any of the Managers engage
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11.6 Release of Money or other Prop
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12.4.2 if to the Property Partnersh
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IN WITNESS WHEREOF the parties have
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BROOKFIELD DEVELOPMENTS EUROPELTD.B
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BROOKFIELD BPY PROPERTY HOLDINGS II
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6. Governing Law. This Joinder will
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Exhibit 4.4BROOKFIELD ASSET MANAGEM
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BETWEEN:RECITALS:RELATIONSHIP AGREE
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over a majority of the voting inter
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1.3.4 except as otherwise provided
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partners or financial sponsors and
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2.7 ReportingSubject to confidentia
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3.3.4 the execution and delivery of
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ARTICLE 6GENERAL PROVISIONS6.1 Limi
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6.7 Other Holding EntitiesThe parti
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Schedule AIN WITNESS WHEREOF the Ma
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Schedule BIN WITNESS WHEREOF the Ho
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Exhibit 4.5BROOKFIELD ASSET MANAGEM
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THIS AGREEMENT made as of the day
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1.1.17 “FINRA” means Financial
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1.1.39 “U.S. Exchange Act” mean
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Agreement will not operate as a wai
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2.1.5 Priority on Demand Registrati
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(b)follows: (i) first, the securiti
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2.5 Registration ProceduresWhenever
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(g)(h)(i)(j)(k)as practicable there
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(o)(p)(q)(r)(s)(t)(u)cause the Regi
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contained in any Registration State
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fault of the indemnifying party and
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have been delivered by BPY and subs
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TABLE OF CONTENTSARTICLE 1INTERPRET
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ARTICLE 1INTERPRETATION1.1 Definiti
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1.3.6 in the event that any day on
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2.1.3.3 any plan or proposal for a
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3.2.4 the execution and delivery of
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5.5 NoticesAny notice or other comm
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FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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