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

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(b)Measurement and classification of financial instrumentsClassification and measurementThe following table outlines the classification and measurement basis, and related fair value for disclosures, ofthe financial assets and liabilities in the carve-out financial statements:(US$ Millions) Classification Measurement basisDecember 31, 2011 December 31, 2010CarryingCarryingvalue Fair value value Fair valueFinancial AssetsLoans and notes receivable Loans & Receivables Amortized Cost (1) $ 1,758 $ 1,675 $ 2,080 $ 2,033Other non-current assetsSecurities designated as FVTPL FVTPL Fair Value 856 856 698 698Derivative assets FVTPL Fair Value 210 210 507 507Securities designated as AFS AFS Fair Value 194 194 259 259Other receivables Loans & Receivables Amortized Cost 201 201 178 178Accounts receivable and other Loans & Receivables Amortized Cost 796 796 772 772Cash and cash equivalents Loans & Receivables Amortized Cost 749 749 399 399$ 4,764 $ 4,681 $ 4,893 $ 4,846Financial LiabilitiesProperty debt Other Liabilities Amortized Cost (2) $ 15,387 $ 15,765 $ 11,964 $ 12,110Capital securities Other Liabilities Amortized Cost 994 1,054 1,038 1,067Other non-current liabilitiesOther secured debt Other Liabilities Amortized Cost 150 150 754 719Other non-current financialliabilities Other Liabilities Amortized Cost (3) 343 343 181 181Accounts payable and other liabilities Other Liabilities Amortized Cost (4) 1,221 1,221 759 759$ 18,095 $ 18,533 $ 14,696 $ 14,836(1) Includes loans and notes receivable classified as FVTPL and measured at fair value of $138 million (2010 - nil).(2) Includes embedded derivatives classified as FVTPL and measured at fair value of $56 million (2010 - $54 million).(3) Includes embedded derivatives classified as FVTPL and measured at fair value of $83 million (2010 - $142 million).(4) Includes embedded derivatives classified as FVTPL and measured at fair value of $228 million (2010 - nil).Fair value hierarchyThe Business values instruments carried at fair value using quoted market prices, where available. Quoted marketprices represent a Level 1 valuation. When quoted market prices are not available, the Business maximizes theuse of observable inputs within valuation models. When all significant inputs are observable, the valuation isclassified as Level 2. Valuations that require the significant use of unobservable inputs are considered Level 3.F-35
The following table outlines financial assets and liabilities measured at fair value in the carve-out financialstatements and the level of the inputs used to determine those fair values in the context of the hierarchy asdefined above:December 31, 2011 December 31, 2010(US$ Millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalFinancial AssetsOther non-current assetsSecurities designated as FVTPL $ - $ - $ 856 $ 856 $ - $ - $ 698 $ 698Loans receivable designated as FVTPL - - 138 138 - - - -Securities designated as AFS 41 - 153 194 46 - 213 259Derivative assets - - 210 210 - - 507 507$ 41 $ - $ 1,357 $ 1,398 $ 46 $ - $ 1,418 $ 1,464Financial LiabilitiesProperty debt $ - $ - $ 56 $ 56 $ - $ - $ 54 $ 54Other non-current liabilities - 83 - 83 - 9 133 142Accounts payable and other liabilities - 228 - 228 - - - -$ - $ 311 $ 56 $ 367 $ - $ 9 $ 187 $ 196(c) Market riskInterest Rate riskThe Business faces interest rate risk on its variable rate financial assets and liabilities. In addition, there isinterest rate risk associated with the company’s fixed rate debt due to the expected requirement to refinance suchdebt in the year of maturity. The following table outlines the impact on interest expense from continuingoperations of a 100 basis point increase or decrease in interest rates on the company’s variable rate assets andliabilities and fixed rate debt maturing within one year:(US$ Millions) Dec. 31, 2011 Dec. 31, 2010Parent company bridge loan $ - $ 4BPO Corporate revolving facilities 4 -Variable rate property debt 71 47Fixed rate property debt due within one year 3 3Total $ 78 $ 54The Business manages interest rate risk by primarily entering into fixed rate operating property debt andstaggering the maturities of its mortgage portfolio over a 10-year horizon when the market permits. The companyalso makes use of interest rate derivatives to manage interest rate risk on specific variable rate debts and onanticipated refinancing of fixed rate debt.F-36
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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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asis of units owned by you prior to
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consent of the IRS. The Section 754
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Income Exception, we may determine
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generally would constitute debt-fin
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expected income and assets, the BPY
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any particular time (in light of po
Page 181 and 182: (c)(d)the amount and description of
Page 183 and 184: Taxation of Canadian Resident Limit
Page 185 and 186: Canadian Limited Partner and will b
Page 187 and 188: CFA in respect of which the FAPI wa
Page 189 and 190: (under Tax Proposals released on Au
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
Page 209 and 210: liabilities are provided for using
Page 211 and 212: In a net investment hedging relatio
Page 213 and 214: provided in connection with a lease
Page 215 and 216: over from IAS 39 the requirements f
Page 217 and 218: Values are most sensitive to change
Page 219 and 220: NOTE 7: EQUITY ACCOUNTED INVESTMENT
Page 221 and 222: Included in other non-current asset
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: Other derivativesThe following othe
Page 235 and 236: NOTE 24: RELATED PARTIESIn the norm
Page 237 and 238: (US$ Millions) Revenue Net operatin
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
Page 263 and 264: Report of Independent Registered Ch
Page 265 and 266: BROOKFIELD PROPERTY PARTNERS LIMITE
Page 267 and 268: TRZ HOLDINGS LLC AND SUBSIDIARIESCo
Page 269 and 270: Independent Auditor’s ReportTo th
Page 271 and 272: TRZ HOLDINGS LLC AND SUBSIDIARIESCO
Page 273 and 274: TRZ HOLDINGS LLC AND SUBSIDIARIESCO
Page 275 and 276: TRZ HOLDINGS LLC AND SUBSIDIARIESNO
Page 277 and 278: the associated lease and any contra
Page 279 and 280: Accounting for Uncertain Tax Positi
Page 281 and 282: 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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