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Brookfield Property Split Corp. Interim / Quarterly Report 2022

May 9, 2022

47220_rns_2022-05-09_069b423d-2ce0-4d2c-a509-74cbd11815a5.pdf

Interim / Quarterly Report

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NOTICE

Brookfield Property Split Corp. hereby gives notice, pursuant to section 13.4(2)(d)(ii)(A) of National Instrument 51-102 ─ Continuous Disclosure Obligations (NI 51-102 ”), that it is relying on the continuous disclosure documents filed by Brookfield Property Partners L.P. and that such documents can be found for viewing in electronic format at www.sedar.com under the company profile for Brookfield Property Partners L.P.

Attached to this notice and forming part hereof is the consolidated summary financial information for Brookfield Property Partners L.P. as required by section 13.4 of NI 51-102.

Date: May 9, 2022.

UNAUDITED CONSOLIDATING SUMMARY FINANCIAL INFORMATION (in millions of US dollars)

Brookfield Property Partners L.P. and its subsidiaries Brookfield Property L.P., Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, BPY Bermuda Holdings II Limited and Brookfield Office Properties Inc. fully and unconditionally guarantee the payment obligations of Brookfield Property Split Corp. (“ BOP Split ”) in respect of the Series 1, Series 2, Series 3 and Series 4 class A senior preference shares issued by BOP Split. Accordingly, the following consolidating summary financial information is provided in compliance with the requirements of section 13.4 of National Instrument 51-102 ─ Continuous Disclosure Obligations providing for an exemption for certain credit support issuers. The tables below contain consolidating summary financial information for (i) Brookfield Property Partners L.P., (ii) BOP Split, (iii) Brookfield Office Properties Inc. (“ BPO ”), (iv) Brookfield Property Preferred L.P. (“ New LP ”), (v) the primary holding subsidiaries of Brookfield Property Partners L.P. (the “ Holding entities ”), (vi) Brookfield Property Partners L.P.’s additional holding entities and eliminations, (vii) consolidating adjustments, and (viii) Brookfield Property Partners L.P. and all of its subsidiaries on a consolidated basis, in each case for the periods indicated. Such summary financial information is intended to provide investors with meaningful and comparable financial information about Brookfield Property Partners L.P. and its subsidiaries. This summary financial information should be read in conjunction with the most recently issued annual and interim financial statements of Brookfield Property Partners L.P. This summary financial information has been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

Consolidating summary financial information with respect to Brookfield Property Preferred Equity Inc. is not available as this entity has, since the date of its incorporation to, and as of, the date of the attached consolidated summary financial information for Brookfield Property Partners L.P., no income, no assets or liabilities, no subsidiaries and no ongoing business operations of its own.

SUBSIDIARY PUBLIC ISSUERS

Brookfield Property Split Corp. (“BOP Split”) was incorporated for the purpose of being an issuer of preferred shares and owning a portion of the partnership’s investment in Brookfield Office Properties Inc. (“BPO”) common shares. Pursuant to the terms of a Plan of Arrangement, holders of outstanding BPO Class AAA Preferred Shares Series G, H, J and K, which were convertible into BPO common shares, were able to exchange their shares for BOP Split Senior Preferred Shares, subject to certain conditions. The BOP Split Senior Preferred shares are listed on the TSX and began trading on June 11, 2014. All shares issued by BOP Split are retractable by the holders at any time for cash.

In connection with an internal restructuring completed in July 2016, the partnership and certain of its related entities agreed to guarantee all of BPO’s Class AAA Preferred Shares and all of BPO’s debt securities issued pursuant to BPO’s indenture dated December 8, 2009.

In April 2018, the partnership formed two subsidiaries, Brookfield Property Finance ULC and Brookfield Property Preferred Equity Inc. to act as issuers of debt and preferred securities, respectively. The partnership and certain of its related entities have agreed to guarantee securities issued by these entities.

In connection with the Privatization (refer to Note 3, Privatization of the Partnership for further information), the partnership formed a subsidiary, Brookfield Property Preferred L.P. (“New LP”), to issue preferred securities. The partnership and certain of its related entities have agreed to guarantee the securities issued by this entity.

(US$ Millions)
For the three months
ended Mar. 31, 2022
Brookfield
Property
Partners
L.P.
Brookfield
Property
Partners
L.P.
BOP
Split
BPO Brookfield
Property
Preferred
EquityInc.
Brookfield
Property
Preferred
EquityInc.
Brookfield
Property
Finance
ULC
Brookfield
Property
Finance
ULC
Brookfield
Property
Preferred
L.P.
Brookfield
Property
Preferred
L.P.
Holding
entities(2)
Holding
entities(2)
Additional
holding
entities and
eliminations(3)
Additional
holding
entities and
eliminations(3)
Consolidating
adjustments(4)
Consolidating
adjustments(4)
Brookfield
Property
Partners L.P
consolidated
Brookfield
Property
Partners L.P
consolidated
Revenue $ — $ 43 $ 7 $
$ 25 $
48
$
178
$ 180 $ 1,573 $
2,054
Net income
attributable to
unitholders(1) 251 175 129 (20) 38 702 213 (786) 702
For the three months
ended Mar. 31,2021
Revenue $ — $ 47 $ 94 $
$ 20 $
$
137
$ 76 $ 1,076 $
1,450
Net income
attributable to
unitholders(1) 130 278 271 (26) 266 182 (835) 266

(1) Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units, FV LTIP Units and BPYU Units.

(2) Includes the operating partnership, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, and BPY Bermuda Holdings II Limited.

(3) Includes BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited and BPY Bermuda Holdings VI Limited, which serve as guarantors for BPO but not BOP Split, net of intercompany balances and transactions with other holding entities.

(4) Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.

25

(US$ Millions)
As of Mar. 31, 2022
Brookfield
Property
Partners
L.P.
Brookfield
Property
Partners
L.P.
BOP
Split
BPO Brookfield
Property
Preferred
EquityInc.
Brookfield
Property
Preferred
EquityInc.
Brookfield
Property
Finance
ULC
Brookfield
Property
Finance
ULC
Brookfield
Property
Preferred
L.P.
Brookfield
Property
Preferred
L.P.
Holding
entities(2)
Holding
entities(2)
Additional
holding
entities and
eliminations(3)
Additional
holding
entities and
eliminations(3)
Consolidating
adjustments(4)
Consolidating
adjustments(4)
Brookfield
Property
Partners L.P
consolidated
Brookfield
Property
Partners L.P
consolidated
Current assets $ — $
696 $

118
$
$ 1,905 $
2,952
$
6,368
$ 180 $ (8,524) $
3,695
Non-current assets 9,267 30,155 17,750 446 32,766 2,327 1,485 94,196
Assets held for sale 9,542 9,542
Current liabilities 2,913 1,034 193 7,744 1,408 4,101 17,393
Non-current liabilities 4,383 4,438 2,172 474 5,516 100 27,241 44,324
Liabilities associated
with assets held for
sale 1,074 1,074
Preferred equity 699 699
Equity attributable to
interests of others in
2,728 16,040 18,768
operating subsidiaries
andproperties
Equity attributable to
unitholders(1)
$ 8,568 $ 23,555 $ 9,668 $
$ **(14) ** $
2,478
$ 25,874 $ 999 $ **(45,953) ** $
25,175

(1) Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units, FV LTIP Units and BPYU Units.

(2) Includes the operating partnership, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, and BPY Bermuda Holdings II Limited.

(3) Includes BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited and BPY Bermuda Holdings VI Limited, which serve as guarantors for BPO but not BOP Split, net of intercompany balances and transactions with other holding entities.

  • (4) Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.
(US$ Millions)
As of Dec. 31,2021
Brookfield
Property
Partners
L.P.
Brookfield
Property
Partners
L.P.
BOP
Split
BPO Brookfield
Property
Preferred
EquityInc.
Brookfield
Property
Preferred
EquityInc.
Brookfield
Property
Finance
ULC
Brookfield
Property
Finance
ULC
Brookfield
Property
Preferred
L.P.
Brookfield
Property
Preferred
L.P.
Holding
entities(2)
Additional
holding
entities and
eliminations(3)
Additional
holding
entities and
eliminations(3)
Consolidating
adjustments(4)
Consolidating
adjustments(4)
Brookfield
Property
Partners L.P
consolidated
Brookfield
Property
Partners L.P
consolidated
Current assets $ — $
738 $

145
$
$ 1,915 $
2,952
$ 6,479 $ 206 $ (7,510) $
4,925
Non-current assets 10,848 30,254 23,197 441 40,811 2,320 (11,302) 96,569
Assets held for sale
10,510 10,510
Current liabilities 2,930 1,051 199
7,711
1,165 4,509 17,565
Non-current liabilities 4,339 4,467 2,153 474 14,279 582 20,058 46,352
Liabilities associated
with assets held for
sale
3,082 3,082
Preferred equity 699 699
Equity attributable to 2,723
16,983 19,706
interests of others in
operating subsidiaries
andproperties
Equity attributable to
unitholders(1)
$ 10,149 $ 23,723 $ 15,101 $
$ 4 $
2,478
$ 25,300 $ 779 $ (52,934) $
24,600

(1) Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units, FV LTIP Units and BPYU Units.

(2) Includes the operating partnership, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, and BPY Bermuda Holdings II Limited.

(3) Includes BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited and BPY Bermuda Holdings VI Limited, which serve as guarantors for BPO but not BOP Split, net of intercompany balances and transactions with other holding entities.

  • (4) Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.

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