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

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An important characteristic of our office portfolio is the strong credit quality of our tenants. We directspecial attention to tenant credit quality in order to ensure the long-term sustainability of rental revenues througheconomic cycles. The following list shows major tenants with over one million square feet of space in our officeportfolio by leased area and their respective credit ratings and lease commitments as at March 31, 2012:TenantPrimary LocationCreditRating (1)Year ofExpiry (2)Total(000’sSq. Ft.)Various Government Agencies All markets AA+/AAA Various 5,985 8.4%Bank of America/Merrill Lynch (3) Toronto/New York/Denver/Los Angeles A/A- Various 4,976 7.0%Wells Fargo/Wachovia Securities (4) New York A+ 2019 1,545 2.2%CIBC World Markets (5) Toronto/New York/Calgary A+ 2033 1,436 2.0%Suncor Energy Calgary BBB+ 2028 1,352 1.9%Century Link Denver Not Rated 2017 1,278 1.8%Kellogg Brown & Root Houston Not Rated 2030 1,268 1.8%Royal Bank of CanadaVancouver/Toronto/Calgary/New York/Los Angeles/Minneapolis AA- 2023 1,259 1.8%Bank of Montreal Calgary/Toronto A+ 2024 1,143 1.6%Total 20,242 28.5%(1) From Standard & Poor’s Rating Services, Moody’s Investment Services, Inc. or DBRS Limited. Reflects credit rating of tenant anddoes not reflect credit rating of any subtenants.(2) Reflects the year of maturity related to lease(s) beyond 2016 and is calculated for multiple leases on a weighted average basis based onsquare feet where practicable.(3) Bank of America/Merrill Lynch leases 4.6 million square feet in the World Financial Center, of which they occupy 2.7 million squarefeet with the balance being leased to various subtenants ranging in size up to 500,000 square feet. Of this 2.7 million square feet, 1.9million is in 4 World Financial Center, and 0.8 million square feet is in 2 World Financial Center. Of the total leased space, 3.4 millionsquare feet will expire in 2013.(4) Wells Fargo/Wachovia Securities leases 1.4 million square feet at One New York Plaza, of which they occupy 148,000 square feetwith the balance being leased to five subtenants ranging in size up to 756,000 square feet.(5) CIBC World Markets leases 1,094,000 square feet at 300 Madison Avenue in New York, of which they sublease 925,000 square feetto PricewaterhouseCoopers LLP.Sq. Ft.(%)48
Our strategy is to sign long-term leases in order to mitigate risk, reduce our overall re-tenanting costs andensure stable and sustainable cash flows. We typically commence discussions with tenants regarding their spacerequirements well in advance of the contractual expiration.The following table presents the lease expiry profile of our office properties with the associated expiringaverage in-place net rents by region at March 31, 2012:(000’s sq. ft.)Net RentalAreaCurrentlyAvailable(000’ssq.ft.)Expiring Leases2012 2013 2014 2015 2016 2017NetRent (000’s Netsq.ft.) Rent (000’s Netsq.ft.) Rent (000’s Netsq.ft.) Rent (000’s Netsq.ft.) Rent (000’ssq.ft.)2018 &BeyondNetRent (000’ssq.ft.)United States 44,071 3,961 2,324 $18 5,631 $31 3,224 $23 2,717 $22 2,054 $25 2,052 $25 22,108 $33Canada 16,806 534 320 28 1,771 23 391 31 1,626 25 1,752 26 586 30 9,826 31Australia 9,965 259 361 53 659 43 880 54 1,183 61 1,078 65 1,050 51 4,495 72Europe (1) 556 - - - - - 262 60 - - - - - - 294 63Total 71,398 4,754 3,005 $23 8,061 $30 4,757 $31 5,526 $31 4,884 $34 3,688 $33 36,723 $37Percentage of Total 100.0% 6.7% 4.2% 11.3% 6.7% 7.7% 6.8% 5.2% 51.4%(1) Does not include office assets held through interest in Canary Wharf.(US$)The following table summarizes our leasing activity from December 31, 2011 to March 31, 2012:Dec. 31, 2011 Mar. 31, 2012Year One Average Acq.Total ExpiringLeasing Leasing (Disp.) LeasableLeased (1) Expiries Net Rent Leasing Net Rent Net Rent Additions Area(000’s (000’s ($ per (000’s ($ per ($ per (000’s (000’sSq.Ft.) Sq. Ft.) Sq.Ft.) Sq.Ft.) Sq.Ft.) Sq.Ft.) Sq.Ft.) Sq. Ft.)LeasableArea (1)(000’sSq.Ft.)NetRentLeased(000’sSq. Ft.)United States 44,019 40,168 (1,840) $18.81 1,782 $22.07 $26.46 - 44,071 40,110Canada 17,108 16,469 (245) 26.43 341 29.55 30.48 (293) 16,806 16,272Australia 10,166 9,819 (86) 37.76 175 41.52 46.56 (202) 9,965 9,706Europe 556 556 - - - - - - 556 556Total 71,849 67,012 (2,171) $20.42 2,298 $24.66 $28.59 (495) 71,398 66,644(1) Has been restated to reflect the impact of remeasurements which are done annually in the first quarter.As at March 31, 2012, we hold interests in centrally located office development sites with a totaldevelopment pipeline of approximately 18 million square feet in the United States, Canada, Australia andEurope. We classify our office development sites into two categories: (i) active development and (ii) planning.The only active development in our office segment is Brookfield Place (formerly City Square) in Perth, a926,000 square foot development which achieved practical completion on May 18, 2012 for a total cost of A$945million, or A$1,020/square foot.The remaining 17 million square feet in our office development pipeline are at varying points of planning.Included in our pipeline are the development rights to Manhattan West in New York City and 100 Bishopsgate inLondon, U.K. The development rights to Manhattan West, located on Ninth Avenue between 31st Street and 33rdStreet in New York City, include 5.4 million square feet of commercial office space entitlements. We arecommencing work to build the necessary foundations to position this site to be one of the first sites for officedevelopment in Manhattan in the next development cycle. We also hold an interest in 100 Bishopsgate, a wellpositioneddevelopment site in London, U.K., and have begun to prepare the site for construction. With all ourdevelopment sites, we will proceed with developing these sites when our risk adjusted return hurdles andpreleasing targets are met. Until such time as these criteria is met, we are not able to estimate anticipatedcompletion dates and costs.49
Page 1 and 2: UNITED STATESSECURITIES AND EXCHANG
Page 3 and 4: TABLE OF CONTENTSINTRODUCTION AND U
Page 5 and 6: INTRODUCTION AND USE OF CERTAIN TER
Page 7 and 8: Historical Performance and Market D
Page 9 and 10: • the departure of some or all of
Page 11 and 12: (US$ Millions) Mar. 31, 2012 Dec. 3
Page 13 and 14: Our company is not, and does not in
Page 15 and 16: Additionally, as part of our strate
Page 17 and 18: Our inability to enter into renewal
Page 19 and 20: The computation of cost reimburseme
Page 21 and 22: management agreement in limited cir
Page 23 and 24: • differences in cultures;• cha
Page 25 and 26: • the same professionals within B
Page 27 and 28: to the agreement. In addition, beca
Page 29 and 30: our company. In particular, our uni
Page 31 and 32: fractional units, without reduction
Page 33 and 34: federal income tax purposes, direct
Page 35 and 36: Under legislation recently enacted
Page 37 and 38: the Property Partnership, income fo
Page 39 and 40: “taxable Canadian property”. Un
Page 41 and 42: THE SPIN-OFFBackground to and Purpo
Page 43 and 44: Transaction AgreementsOur company a
Page 45 and 46: • recognize that superior returns
Page 47 and 48: • Trizec Western Canada - 3.5 mil
Page 49 and 50: As at the dates set out below, we h
Page 51: Office Property Portfolio (1) Asset
Page 55 and 56: Our portfolio also includes, as at
Page 57 and 58: The following table presents the le
Page 59 and 60: properties that we believe have sig
Page 61 and 62: domestic economy and overall low un
Page 63 and 64: Environmental ProtectionWe are comm
Page 65 and 66: consideration for causing the Prope
Page 67 and 68: Operating EntitiesOur business is o
Page 69 and 70: Multi-Family and Industrial Platfor
Page 71 and 72: NOI is used as a key indicator of p
Page 73 and 74: Opportunistic Investmentsopportunit
Page 75 and 76: First Quarter Performance Highlight
Page 77 and 78: development sites, we will proceed
Page 79 and 80: The decrease in equity accounted in
Page 81 and 82: RetailIFRS Value - RetailThe follow
Page 83 and 84: The key valuation metrics of our re
Page 85 and 86: FFO for the three months ended Marc
Page 87 and 88: Financial Highlights and Performanc
Page 89 and 90: Equity accounted investments as at
Page 91 and 92: Operating results - OfficeThe follo
Page 93 and 94: The results of operations are prima
Page 95 and 96: etter than expected leasing market
Page 97 and 98: interests, of $681 million. Discoun
Page 99 and 100: NOI increased over the periods due
Page 101 and 102: 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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Page 243 and 244:
Page 245 and 246:
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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
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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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