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

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BROOKFIELD PROPERTY PARTNERS LIMITEDBalance sheetas at May 31, 2012F-65
Report of Independent Registered Chartered AccountantsTo the Directors ofBrookfield Property Partners LimitedWe have audited the accompanying balance sheet of Brookfield Property Partners Limited (the “Company”) as atMay 31, 2012 and a summary of significant accounting policies and other explanatory information.Management’s Responsibility for the Balance SheetManagement is responsible for the preparation and fair presentation of the balance sheet in accordance withInternational Financial Reporting Standards as issued by the International Accounting Standards Board, and forsuch internal control as management determines is necessary to enable the preparation of a balance sheet that isfree from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on this balance sheet based on our audit. We conducted our audit inaccordance with Canadian generally accepted auditing standards and the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free frommaterial misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thebalance sheet. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the balance sheet, whether due to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the entity’s preparation and fair presentation of the balance sheet inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the balance sheet.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.OpinionIn our opinion, the balance sheet presents fairly, in all material respects, the financial position of the Company asat May 31, 2012, in accordance with International Financial Reporting Standards as issued by the InternationalAccounting Standards Board./s/ Deloitte & Touche LLPIndependent Registered Chartered AccountantsLicensed Public AccountantsToronto, CanadaJune 11, 2012F-66
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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
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(c)(d)the amount and description of
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Taxation of Canadian Resident Limit
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Canadian Limited Partner and will b
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CFA in respect of which the FAPI wa
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(under Tax Proposals released on Au
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our actual results of operations an
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10.G. STATEMENT BY EXPERTSThe follo
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PART IIITEM 13.DEFAULTS, DIVIDEND A
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SIGNATURESThe registrant hereby cer
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COMMERCIAL PROPERTY OPERATIONS OF B
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Commercial Property Operations of B
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The financial statements are prepar
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liabilities are provided for using
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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 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
Page 237 and 238: (US$ Millions) Revenue Net operatin
Page 239 and 240: Schedule III -Supplemental Schedule
Page 241 and 242: Commercial Property Operations of B
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: BROOKFIELD PROPERTY PARTNERS L.P.NO
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
Page 283 and 284: Statement of Operations Information
Page 285 and 286: Future amortization of these intang
Page 287 and 288: Collateralized Property Loans — P
Page 289 and 290: Subsequent to April 9, 2009, in con
Page 291 and 292: INDEX TO UNAUDITED PRO FORMA FINANC
Page 293 and 294: BROOKFIELD PROPERTY PARTNERS L.P.Un
Page 295 and 296: BROOKFIELD PROPERTY PARTNERS L.P.Un
Page 297 and 298: The company and Brookfield intend f
Page 299 and 300: The unaudited pro forma balance she
Page 301 and 302: (g) Exclusion of Brookfield’s 2%
Page 303 and 304: REF58435NAME OF PARTNERSHIP:CERTIFI
Page 305 and 306: DECLARATIONMade pursuant to The Exe
Page 307 and 308: REF58435BERMUDALimited Partnership
Page 309 and 310: Registration No. 46137BERMUDACERTIF
Page 311 and 312: 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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