SecProbe.io

May 11, 2012
 Via E-mail

Steven J. Douglas Brookfield Property Partners L.P. Three World Financial Center 11
th Floor
New York, NY 10281-1021
Re: Brookfield Property Partners L.P.
 Registration Statement on Form 20-F
Filed April 12, 2012 File No. 001-35505

Dear Mr. Douglas:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            General

 1. Please limit the amount of cross-references you use, especially if you are referring the
reader to multiple pages of text for the in formation needed to respond to the question
asked.  For example, please provide in Items 5.D, 6.D and 8.B concise, focused
discussions in response to the informati on requested for these items in Form 20-F
rather than referring the reader to  another part of the prospectus.

2. We note your disclosure on page 3 that your “same store analysis” compares the
performance of the property portf olio adjusted for the effect  of current and prior year
dispositions and acquisitions, one-time items and foreign exchange.  We also note the
disclosure on page 60 that you evaluate the performance of management using a
“same store analysis.”  Please clarify whethe r NOI is solely presented on a same-store

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 2
 basis and tell us what types of “one-time ite ms” are factored in.  We may have further
comments.
3. We note your references on page 43 and 45 to  Appendix A to the Form 20-F.  We are
unable to locate this appendix.  Please revise your disclosu re to include such appendix
or advise.
4. You disclose on page 7 that the Property  Partnership, the Holding Entities and your
operating entities are legally distinct fr om your company and some of them are
restricted in their ability to  pay dividends and distributions or otherwise make funds
available to your company pursuant to loca l law, regulatory requirements and their
contractual agreements.  Please tell us what  consideration you ga ve to the amount of
your restricted net assets and how you comp lied with the requirements of Rule 5-04
of Regulation S-X for Schedule I.  Please al so tell us how your footnote disclosures
comply with paragraph 41(d) of IAS 27 and paragraph 37(f) of IAS 28.
 Overview of our Business, page 37

 5. We note your disclosure on page 38 where you state that you hold interests in an 18
million square foot office developmen t pipeline and a $350 million retail
redevelopment pipeline.  Here and elsewh ere, where you have similar disclosure,
please revise your disclosure to provid e the anticipated completion date, costs
incurred to date and budgeted costs.  In addition, please clarify if this development
pipeline includes the five development projects referenced on page 64.  For
completed developments, please disclose development costs per square foot.
 Competitive Strengths, pages 39 – 40

 6. We note that you intend to make quarterly cash distributions in an initial amount
currently anticipated to be approximate ly $1.00 per unit on an annualized basis,
which initially represents an estimated di vidend yield of approximately 4% of IFRS
Value.  We also note that you will target an initial pay-out ra tio of approximately
80% of FFO.  With a view toward disclosu re, please provide us  with the basis for
your dividend projection to support how you determined that you have sufficient cash
available to pay the dividend.   Also, revise to balance you r disclosure to state that
any distributions are not guara nteed and describe the risk s that could impact such
distributions.
 Development of Our Business, page 40

 7. We note your disclosure on page 41 regard ing the estimated compound annual return
(IRR) of approximately 15.4% from 1 989 through December 31, 2011.  We further

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 3
 note this IRR was determined using the value of Brookfield’s investments in
commercial property as of December 31, 2011 “(which includes valuations of
unrealized investments that are based on assumptions management believes are
reasonable), compared to the aggregate equi ty investments made in such commercial
property and includes all net proceeds genera ted by these investments.”  Please more
specifically tell us how you calculated th is amount, clarify whether this amount
reflects any management fees and describe  the assumptions management believes are
reasonable.
 Operating Platforms, page 42

 8. We note the chart on page 43 referencing th e “In-place Market Net Rent” and “Our
In-place Net Rent.”  Please explain ho w you calculate each of these amounts and
whether “Our In-place Net Rent” accounts fo r tenant concessions or abatements and
quantify such amounts.  In addition, pleas e explain why you have excluded office
assets held within your opport unistic investment platform  and quantify the portion of
your office assets that such opportu nistic investments represent.

9. We note your statement on page 1 that all operating and statistical information is
presented as if you own 100% of each property in your portfolio.  We also note the
disclosure in the tables re garding your proportionate intere st in the assets before
considering minority interests and your propor tionate interest in those assets net of
minority interests.  Please revise throughout to clarify, if true, th at the proportionate
interests net of minority inte rests represents your economic interests in the properties
and explain the relevance of th e proportionate interest in the assets before considering
the minority interests.
 10. Please revise the lease expiration tables  on page 44 and page 47 to include the
number of tenants whose leases will expi re, the annual rental represented by such
leases, and the percentage of gross annua l rental represented by such leases.
 Multi-Family and Industrial Platform, page 48

 11. Please revise this section to provide propert y operating data, as applicable, such as
occupancy rate, average effective annual rent  per square foot, list of major tenants,
lease expiration schedule and other rent al information, for the 11,900 multi-family
units and the several industrial proper ties in the United States consisting of
approximately 2 million square feet of industrial space.
 Opportunistic Investment Platform, page 49

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 4
 12. Please revise this section to  disclose the amount invested  in each of these assets,
including distressed and underperforming real estate assets  and businesses and
commercial real estate mortgages and mezzan ine loans.  Also, please tell us what
assets are included in the “other real estate assets” referenced on page 49.
 13. Please tell us how you evaluate the credit quality of the assets and revise your
disclosure to provide the cred it quality of the assets.
 14. Please revise your disclosure to provide the interest rate type and the asset duration,
as applicable.
 Organizational Structure, page 54

 15. We note the organizational chart on page  54 is a simplified summary of your
organizational structure.  Pleas e revise your disclosure to:
 (i) briefly explain how the chart is simplified;
(ii) identify the holding entities, including the holding entity in which Brookfield
holds $1.5 billion of re deemable securities;
(iii) provide the voting interests held in the entities;
(iv) describe the limited partnership un its held by Brookfield which are
redeemable for cash or exchangeable  for units in accordance with the
Redemption-Exchange Mechanism; and
(v) explain the cases in which the ownership pe rcentages are presented as a range.
 16. We note that Brookfield holds $1.5 billion of redeemable pr eferred shares of one of
your holding entities, which it received as partial consideration for causing the
Property Partnership to acquire substantia lly all of Brookfield Asset Management’s
commercial property operations.  Please revise to describe in more detail the business
transaction and spin-off, including total num ber of shares to be issued and total
consideration received by Brookfield in exchange fo r its commercial property
operations.  Please describe, if  true, how that Brookfield re tains 90% of the ownership
interests in the Holding Entities and Oper ating Entities through limited partnership
units that are redeemable for cash or exchangeable for units in accordance with the Redemption-Exchange Mechanism and more  specifically describe the Redemption-
Exchange Mechanism.
 Performance Measures, page 60

 17. We note your disclosure of FFO.  Please cl arify if your FFO measure is consistent
with the NAREIT definition or if it is c onsistent with “EPRA Earnings” measure.
Identify the differences, if any.  We may have further comments.

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 5

Outlook, page 63

 18. For each of the segments (as applicable),  please revise your disclosure here or
elsewhere in the document to discuss your l easing activities, incl uding a discussion of
the volume of new or renewed leases, and, where applicable, average tenant
improvement costs, leasing commi ssions and tenant concessions.
 19. For each of the segments (as applicable), pl ease revise your disclosure to discuss the
relationship between market rents and e xpiring rents for leases expiring in 2012.

20. We note your table on page 69 where you disclo se historical occupa ncy rates. Please
revise your disclosure to provide historical same store occupancy.
  Liquidity and Capital Resources, page 77

 21. We note your disclosure on page 77 regardi ng the various sources of cash flows of
your operating entities that suppl ement your liquidity.  In par ticular, we note the table
at the bottom of the page and the contribu tions from parent company.  We further
note the disclosure on page F-8 regarding contributions from parent company and
distributions from parent company.  Please re vise page 77 to reconc ile this disclosure
or advise.
 Critical Accounting Policies, Estimates and Judgments, page 84

 Investment Properties, page 85

 22. Please expand your disclosure to discuss how you determine the extent to which you
utilize valuations of operating propertie s and development properties prepared by
qualified external valuation professionals;  address how you determine the properties
selected for appraisals and how often each property gets an  appraisal.
 23. We note that you record commercial developmen ts at fair value.  Please tell us how
you determined that fair value for pr operties under constr uction is reliably
determinable.  Reference is made to paragraph 53 of IAS 40.
 Reconciliation of Performance Measur es to IFRS Measures, pages 89 – 91

 24. We note you have provided a full condensed proportionate balance sheet and income
statement as if your equity method investme nts were proportionately consolidated.
This appears to be a Non-IFRS presentation.   Please clarify your consideration of

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 6
 Question 102.10 of the Division’s Complian ce and Disclosure Interpretations for
Non-IFRS Financial Measures which prohi bits full non-IFRS financial statement
presentation based on the premise of pl acing undue prominence to the non-IFRS
information.
 Commercial Property Operations of  Brookfield Asset Management, Inc.

 25. We note from disclosures on page 42, that  in the first quarter of 2012, Brookfield
announced a joint venture with an industria l partner to acquire, develop and manage
industrial property.   Please clarify whet her any probable acquisitions have been
identified for the company as a whole.  To  the extent there ar e probable acquisitions,
please tell us your consideration of the addi tional financial statement requirements of
Regulation S-X.
      Note 2 – Significant Accounting Policies

(a) Basis of Presentation, page F-9
 26. We note that certain resources are centrali zed by Brookfield and fees for access have
been charged to the respective subsidiaries.   Please further disclose the allocation
method used for these fees and management’s assertion that the method used is reasonable.  Also, disclose management’s estimate of wh at the expenses would have
been on a stand-alone basis for each year when such basis produced materially different results.
 (b) Investment Properties, page F-10

 27. Please clarify whether classifi cation of investment property is difficult and subject to
significant judgment.   Reference is made to  paragraphs 7 – 13 of IAS 40.   To the
extent it is difficult please revise your policy to disclo se the criteria you use to
distinguish investment property from ow ner-occupied property and from property
held for sale in the ordinary course of bus iness.   Reference is made to paragraph
75(c) of IAS 40.
 (l) Business Combinations, page F-14

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 7
 28. Please expand your policy to specifically  address how you account for intangible
assets acquired as a part of your acquisitions.
 Note 5 – Investment Properties, page F-19

 29. Please tell us the portion of capitalized costs re lated to salaries and benefits.   To the
extent significant, please re vise to separately disclo se and discuss significant
fluctuations from year to year.
 30. Please expand the disclosure in the table to  separately disclose  additions resulting
from acquisitions and those resulting from subsequent expenditure.  Reference is
made to paragraph 76(a) of IAS 40.
31. Please disclose the contractual obligati ons to purchase, construct or develop
investment property or for repairs, maintena nce or enhances.   Reference is made to
paragraph 75(h) of IAS 40.
 32. We note you obtain valuations of select ed operating properties and development
properties prepared by qualified external valuation professional s and consider the
results of such valuations in arriving at  your own conclusions on value.   Please
clarify whether the external valuations rece ived have been adjusted significantly and
disclose the adjustments, if any, as well as the reasons for the adjustments.  Reference
is made to paragraph 77 of IAS 40.
 Note 18 – Revenue and Property Net Operating Income, pages F-29 – F-30

33. Please revise to clarify what types of expenses are included in direct operating
expenses versus general a nd administrative expenses.

Schedule III, Supplemental Schedule of I nvestment Property Information, page F-42
 34. We note that your schedule varies from the form detailed in Rule 12-28 of Regulation
S-X in light of the fact that you account for your operating properties at fair value.
Please further tell us what consideration you gave to including a column to disclose
weighted average year of construction.
 Unaudited Pro-Forma Financial Statements

 Note 1 – Nature and Description of  the Limited Partnership, page PF-6

 35. Please specifically disclose your accounting treatment for each element of the spin-
off and reorganization and your basis for th e treatment.  Sepa rately address the

Steven J. Douglas
Brookfield Property Partners L.P. May 11, 2012 Page 8
 issuance of the redeemable preferred shar es of one of the Holding Entities, the
issuance of the redeemable-exchangable uni ts of the property partnership, and the
issuance of the preferred shares by each of the Holding Entities.  Tell us