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

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Additionally, for the year ended December 31, 2011, tenant improvements and leasing costs related toleasing activity that occurred averaged $38.12 per square foot, compared to $30.37 per square foot 2010.The following table presents the lease expiry profile of our office properties with the associated expiringaverage in-place net rents by region at December 31, 2011:(000’s sq. ft.)NetRentalAreaCurrentlyAvailableExpiring Leases2012 2013 2014 2015 2016 2017(000’s Net (000’s Net (000’s Net (000’s Net (000’s Net (000’ssq. ft.) Rent sq. ft.) Rent sq. ft.) Rent sq. ft.) Rent sq. ft.) Rent sq. ft.)NetRent2018 &Beyond(000’ssq. ft.)United States 44,019 3,851 3,027 $18 5,810 $31 3,171 $24 3,849 $20 2,036 $25 1,773 $26 20,502 $33Canada 17,108 639 435 28 1,798 23 439 31 1,680 26 1,809 26 625 29 9,683 29Australia 10,166 347 378 51 670 42 851 53 1,227 59 1,017 62 1,038 51 4,638 68Europe(1) 556 - - - - - 262 58 - - - - - - 294 62Total 71,849 4,837 3,840 $22 8,278 $30 4,723 $32 6,756 $29 4,862 $33 3,436 $34 35,117 $37Percentage of Total 100.0% 6.7% 5.3% 11.5% 6.6% 9.4% 6.8% 4.8% 48.9%(1) Does not include office assets held through interest in Canary Wharf.RetailIFRS Value – RetailNetRent2010:The following table presents IFRS Value of our retail properties by region as at December 31, 2011 and(US$ Millions) United States Australia Brazil Europe TotalDec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,2011 2010 2011 2010 2011 2010 2011 2010 2011 2010Retail properties $ - $ $ 388 $ 420 $1,882 $1,983 $- $279 $ 2,270 $ 2,682Equity accounted investments 4,099 1,014 - - 87 99 - 14 4,186 1,127Accounts receivable and other 183 178 19 21 461 330 - 22 663 5514,282 1,192 407 441 2,430 2,412 - 315 7,119 4,360Property-specific borrowings - - 185 194 1,011 1,262 - 254 1,196 1,710Accounts payable and other 51 1 - - 175 170 - 18 226 189Non-controlling interests 293 211 22 - 933 821 - - 1,248 1,032IFRS Value $3,938 $ 980 $ 200 $ 247 $ 311 $ 159 $- $43 $ 4,449 $ 1,429Specific 2011 major variances included the following:• IFRS Value in our retail portfolio increased by $3.0 billion to $4.4 billion at December 31, 2011from December 31, 2010, reflecting the investment of a further $1.7 billion in GGP in February2011, which increased our ownership to approximately 21%, as well as our share of increases in thefair value of GGP’s mall portfolio.• GGP opened 28 new anchor/big box stores in the United States totaling approximately 920,000square feet, three department stores totaling approximately 402,000 square feet, and had anadditional four department stores totaling approximately 516,000 square feet scheduled to open in2012 and 2013.• We invested approximately $170 million in our Brazilian retail operations in the second quarter of2011, increasing our ownership from 25% to 39%. In the fourth quarter of 2011, we soldapproximately 4% interest in the Brazilian retail operations for $39 million, after several assetswere sold. Additionally, during 2011, we recognized a fair value gain of $202 million reflecting90
etter than expected leasing market conditions and a 40-basis points decrease in discount ratesacross the portfolio. Carrying values in Brazil also reflect a 13% reduction in the currencyexchange rate from the end of 2010.• We disposed of our U.K. retail assets and two properties in New Zealand in the first quarter of2011.The details of property debt for our consolidated retail properties at December 31, 2011 are as follows:(US$ Millions) Weighted Average Rate Debt BalanceSecured Property DebtVariable rate 12.9% $ 1,196$ 1,196Current $ 171Non-current 1,025$ 1,196The details of retail property debt related to our equity accounted investment in GGP at December 31, 2011are as follows:(US$ Millions) Weighted Average Rate Debt Balance (1)Secured Property DebtFixed rate 5.5% 17,386Variable rate 3.3% 2,5565.2% $ 19,942Current $ 1,886Non-current 18,056$ 19,942(1) Represents GGP’s consolidated and proportionate share of unconsolidated U.S. property debt.91
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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
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 and 52: Office Property Portfolio (1) Asset
Page 53 and 54: Our strategy is to sign long-term l
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: The results of operations are prima
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
Page 103 and 104: increase in interest rates on inter
Page 105 and 106: more stringent environmental laws a
Page 107 and 108: Other DerivativesThe following othe
Page 109 and 110: TRZ Holdings; in the event the JV P
Page 111 and 112: available- for-sale. Estimation of
Page 113 and 114: The components of NOI for the three
Page 115 and 116: The following table presents a reco
Page 117 and 118: • fund those capital expenditures
Page 119 and 120: Given the small amount of new offic
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Page 123 and 124: nominating and governance committee
Page 125 and 126: investments and activities or in re
Page 127 and 128: 7.B. RELATED PARTY TRANSACTIONSRELA
Page 129 and 130: Other ServicesBrookfield may provid
Page 131 and 132: Partnership. See Item 10.B. “Addi
Page 133 and 134: connection with a particular transa
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Page 139 and 140: 2002 to directors, executives or se
Page 141 and 142: Nature and PurposeUnder our limited
Page 143 and 144: 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
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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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