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

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SCHEDULE 1Current OperationsOperation Investment to be Transferred Economic InterestBrookfield Office Properties Inc. Common shares and preferred shares 50.1%DS Four Limited Shares 100.0%Canary Wharf Group plc Ordinary shares 22.0%BREF loan from Brookfield Europe (Gibraltar) Loan 100%LimitedBrookfield Brazil Retail Fund Limited partnership interests 35.0%Brookfield Brazil Higienopolis Inc. Shares 42.0%Brookfield Real Estate Opportunity Fund I Limited partnership interests 55.8%Brookfield Real Estate Opportunity Fund II Limited partnership interests 28.8%Brookfield Real Estate Finance Fund I Series A membership interests 32.2%Brookfield Real Estate Finance Fund I Series B membership interests 25.5%Brookfield Real Estate Finance Fund I Series B membership interests 6.7%Brookfield Real Estate Finance Fund II Membership interests 13.8%Brookfield Real Estate Finance Fund II Membership interests 13.8%Brookfield Real Estate Finance Fund III Limited partnership interests 23.9%General Growth Properties, Inc. Common shares and warrants 9.2%General Growth Properties, Inc. Common shares 10.7%Howard Hughes Company Common shares and warrants 2.0%Rouse Properties, Inc. Common shares 36.5%Rouse credit facility with Brookfield FinanceLoan 100.0%Luxembourg SarlTexas Multifamily Limited partnership interests 30.5%Multifamily Value Add Fund Limited partnership interests 27.5%Legacy (Brookfield RETIP L LP LLC) Membership interests 24.3%Brookfield Colonial Holdings LP Limited partnership interests 9.6%Brookfield Industrial Partners LP Limited partnership interests 41.0%Australian Operations See below See below11All percentages listed represent the economic interest in the applicable entity or groups of assets to be transferred to BPY on agross fully diluted basis.
The Australian Operations are comprised of:OperationOwnershipInterest/PercentageMultiplex European Property Fund 25.0%Multiplex New Zealand Property Fund 44.3%Brookfield Australian Opportunities Fund 61.9%PCEC Medina Management Contract 100.0%Jessie St. Centre 100.0%Fujitsu Centre 100.0%Sydney Water Headquarters 100.0%AMP Place 100.0%CBA 100.0%ANZ Centre 50.0%Alinga Street 100.0%The Foundry 100.0%Bouquet Street Development 100.0%Bathurst Street Development 100.0%Carole Park 100.0%Great Western Super Centre 100.0%Peach Quarry 100.0%Luna Park 100.0%Woolloomooloo Car Park 50.0%Rosehill 100.0%Dee Why Town Centre 100.0%SCHEDULE 1 – Page ii
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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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In a net investment hedging relatio
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provided in connection with a lease
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over from IAS 39 the requirements f
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Values are most sensitive to change
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NOTE 7: EQUITY ACCOUNTED INVESTMENT
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Included in other non-current asset
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NOTE 13: CAPITAL SECURITIESCapital
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The major components of income tax
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(b) Property net operating incomeNe
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NOTE 22: CAPITAL MANAGEMENT AND LIQ
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Other derivativesThe following othe
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The following table outlines financ
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NOTE 24: RELATED PARTIESIn the norm
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(US$ Millions) Revenue Net operatin
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Schedule III -Supplemental Schedule
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(b) Adoption of Accounting Standard
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distributed by GGP. The Business su
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NOTE 10: OTHER NON-CURRENT LIABILIT
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(b) Property net operating incomePr
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NOTE 19: RELATED PARTIESIn the norm
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The following summary presents fina
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS L.P.NO
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS LIMITE
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TRZ HOLDINGS LLC AND SUBSIDIARIESCo
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Independent Auditor’s ReportTo th
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
Page 275 and 276: TRZ HOLDINGS LLC AND SUBSIDIARIESNO
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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
Page 313 and 314: THIS LIMITED PARTNERSHIP AGREEMENT
Page 315 and 316: 11. TERM: DISSOLUTION: CONTINUATION
Page 317 and 318: 15.2 any certificates or other inst
Page 319 and 320: Exhibit 4.1MASTER PURCHASE AGREEMEN
Page 321 and 322: 2. Covenants to Complete the Reorga
Page 323 and 324: 4.5 Brookfield and BPY will also, d
Page 325: IN WITNESS WHEREOF the parties here
Page 329 and 330: TABLE OF CONTENTSARTICLE 1INTERPRET
Page 331 and 332: MASTER SERVICES AGREEMENTTHIS AGREE
Page 333 and 334: 1.1.15 “Equity Enhancement Distri
Page 335 and 336: 1.1.35 “Permit” means any conse
Page 337 and 338: 1.3.5 any reference to this Agreeme
Page 339 and 340: 2.3 Other ManagersThe Managers may,
Page 341 and 342: 3.2.2 For greater certainty and not
Page 343 and 344: ARTICLE 6INFORMATION AND RECORDS6.1
Page 345 and 346: Recipients elect to pay all or a po
Page 347 and 348: ARTICLE 8BROOKFIELD’S OBLIGATIONB
Page 349 and 350: and against any claims, liabilities
Page 351 and 352: 11.2.1.2 any of the Managers engage
Page 353 and 354: 11.6 Release of Money or other Prop
Page 355 and 356: 12.4.2 if to the Property Partnersh
Page 357 and 358: IN WITNESS WHEREOF the parties have
Page 359 and 360: BROOKFIELD DEVELOPMENTS EUROPELTD.B
Page 361 and 362: BROOKFIELD BPY PROPERTY HOLDINGS II
Page 363 and 364: 6. Governing Law. This Joinder will
Page 365 and 366: Exhibit 4.4BROOKFIELD ASSET MANAGEM
Page 367 and 368: BETWEEN:RECITALS:RELATIONSHIP AGREE
Page 369 and 370: over a majority of the voting inter
Page 371 and 372: 1.3.4 except as otherwise provided
Page 373 and 374: partners or financial sponsors and
Page 375 and 376: 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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IN WITNESS WHEREOF the parties have
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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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IN WITNESS WHEREOF the parties have
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FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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