Brookfield Property Split Corp. — Interim / Quarterly Report 2023

Nov 14, 2023

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.sedarplus.ca 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: November 14, 2023.

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) the primary holding subsidiaries of Brookfield Property Partners L.P. (the “ Holding entities ”), (v) Brookfield Property Partners L.P.’s additional holding entities and eliminations, (vi) consolidating adjustments, and (vii) 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 Corp.”) 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. (“BOPI”) 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.

(US$ Millions) For the three months ended Sep. 30,2023	Brookfield Property Partners L.P.	Brookfield Property Partners L.P.	BOP Split Corp.	BOPI	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	$	— $	9 $	27	$	—	$	28	$	56	$	120	$	151	$	2,042	$	2,433
Net income attributable to
unitholders(1)		(63)	(159)	(294)		—		49		45		(177)		141		281		(177)
For the three months ended
Sep. 30,2022
Revenue	$	— $	8 $	55	$	—	$	25	$	52	$	156	$	84	$	1,376	$	1,756
Net income attributable to
unitholders(1)		(13)	36	(263)		—		138		41		(36)		70		(11)		(38)

(US$ Millions) For the nine months ended Sep. 30,2023	Brookfield Property Partners L.P.	Brookfield Property Partners L.P.	BOP Split Corp.	BOPI	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	$	— $	19 $	49	$	—	$	88	$	164	$	369	$	519	$	5,792	$	7,000
Net income attributable to
unitholders(1)		(337)	(603)	(626)		—		7		132		(940)		492		935		(940)
For the nine months ended
Sep. 30,2022
Revenue	$	— $	20 $	72	$	—	$	76	$	150	$	480	$	275	$	4,480	$	5,553
Net income attributable to
unitholders(1)		382	431	(99)		—		177		118		1,066		306		(1,317)		1,064

(1) Includes net income attributable to LP Units, GP Units, REUs, Special LP Units and FV LTIP 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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(US$ Millions) As of Sep. 30, 2023	Brookfield Property Partners L.P.	Brookfield Property Partners L.P.	BOP Split Corp.	BOPI	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	$	— $	426 $	165	$	—	$	2,339	$	2,952	$	4,085	$	1,102	$	(3,827)	$	7,242
Non-current assets		8,933	6,850	11,459		—		6		—		32,989		2,241		58,622		121,100
Assets held for sale		—	—	—		—		—		—		—		—		1,638		1,638
Current liabilities		—	1,458	2,510		—		626		—		7,358		652		19,963		32,567
Non-current liabilities		—	15	1,585		—		1,562		659		5,393		276		38,547		48,037
Liabilities associated with
assets held for sale		—	—	—		—		—		—		—		—		933		933
Preferred equity		699	3,728	—		—		—		—		722		—		(4,450)		699
Equity attributable to interests of others in		—	—	2,106		—		—		—		—		—		22,736		24,842
operating subsidiaries and
properties
Equity attributable to unitholders(1)	$	8,234 $	2,075 $	5,423	$	—	$	157	$	2,293	$	23,601	$	2,415	$	**(21,296) **	$	22,902

(1) Includes net income attributable to LP Units, GP Units, REUs, Special LP Units and FV LTIP 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. 31,2022	Brookfield Property Partners L.P.	Brookfield Property Partners L.P.	BOP Split Corp.	BOPI	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	$	— $	442 $ 1,058		$	—	$	2,146	$	2,952	$ 5,792	$	191	$	(6,071)	$	6,510
Non-current assets		8,946	7,368	16,205		—		190		—	31,158		2,352		39,211		105,430
Assets held for sale		—	—	—		—		—		—	—		—		576		576
Current liabilities		—	2,606	3,372		—		721		—	6,969		1,230		9,283		24,181
Non-current liabilities		—	15	1,977		—		1,475		659	5,603		202		36,667		46,598
Liabilities associated with
assets held for sale		—	—	—		—		—		—	—		—		—		—
Preferred equity		699	3,430	—		—		—		—	722		—		(4,152)		699
Equity attributable to		—	—	2,284		—		—		—	—		—		15,800		18,084
interests of others in
operating subsidiaries and
properties
Equity attributable to unitholders(1)	$	8,247 $	1,759 $ 9,630		$	—	$	140	$	2,293	$ 23,656	$	1,111	$	(23,882)	$	22,954

(1) Includes net income attributable to LP Units, GP Units, REUs, Special LP Units and FV LTIP 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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