SecProbe.io

July 12, 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.
 Amendment No. 1 to Registra tion Statement on Form 20-F
Filed June 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. We note your response to comment 2 of our comment letter dated May 11, 2012 and
the revised disclosure on pages 3 and 66 that  NOI means revenues from operations of
consolidated properties less direct operating expenses, which exclude general and
administrative expenses that do not relate directly to operations of a commercial
property.  Please explain what you mean by ge neral and administrative expenses that
do not relate directly to oper ations of a commercial property and provide examples, as
applicable.  In addition, please clarify what  percentage of direct operating expenses
these general and administrative expenses comprise.
 Overview of Our Business, page 38

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 2

2. We note your response to comment 5 of our letter dated May 11, 2012 and the revised
disclosure on pages 49 and 69 that 17 million square feet of the 18 million square feet in your office development pipeline are at varying points of planning.  We further
note that you are commencing work to build the necessary foundations on the
Manhattan West site and that commercial office development activities are focused
on five projects comprising approximately 9 million square feet.  We continue to
believe that you should revise your disclosure to provide th e costs incurred to date,
budgeted costs and estimated completion dates.  Please revise accordingly.
 Competitive Strengths, pages 41 – 42

 3. We have considered your response to comment 6 of our letter dated May 11, 2012
and your revised disclosures on page 42.   Please further support your basis for
determining that you have sufficient cash av ailable to pay the expected distribution
over the next twelve months and clarify the am ount of the distributi on.  In this regard,
please provide us with a supplemental cas h flow analysis which addresses your
current cash position, pro forma cash flows, a nd projected cash flows.  Tell us the
significant assumptions used in your proj ections for the next twelve months,
including adjustments to reve nues, expected capital expe nditures, other significant
cash commitments and your expectations re garding distributions from operating
entities that may be less than your entitlement.  Also, revise your disclosure to briefly
discuss your basis for the dividend projecti on and your alternatives for maintaining
the expected distribution levels  as outlined in your response.
 Operating Platforms, page 44

 4. We note your response to comment 9 of our letter dated May 11, 2012 and your
updated disclosures on pages 46 and 52.  You di sclose that the pr oportionate interest
in the assets net of minority  interests represents your  economic interest in the
underlying property; however, footnote (3) in the tables on pages 47 and 52 notes that
you have not applied the minority interest of  the Property Partners hip to the data.
Please explain; based on th e organizational chart on pa ge 60, it appears that your
company will only receive 10% of the economic  interest in the Property Partnership.
Please revise accordingly.
 Opportunistic Investment Platform, page 55

 5. We note your response to comment 13 of  our comment letter dated May 11, 2012
where you state that you have revised your “disclosure on page 81 to include the
additional information on [your] approach to managing credit risk.”  We are unable to
find the revised disclosure.  Please revise or advise.

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 3

 6. We note your response to comment 14 of our comment letter dated May 11, 2012 and
the revised table reflecting a summary of lo ans and notes.  Please revise to provide
more detailed information that avoids broad ra nges of interest rate s and maturity.
 Organization Structure, page 60

7. We note footnote (4) on page 61 that states  all the percentages listed represent your
economic interest in the applicable entity or group of assets, which may not be the
same as your voting interest in  those entities and groups of assets.  Please revise to
provide your voting interest in those entities and groups  of assets.
 Performance Measures, pages 66 – 67

 8. We note your references to NAREIT defin ition of FFO on pages 3 and 67.  We also
note that NAREIT FFO is based on US G AAP, but that you report under IFRS.
Please tell us whether your  definition is based on a ny other industry-recognized
measure, such as EPRA Earnings or REALpac FFO.  We may have further
comments.
 Financial Highlights and Performance as at March 31, 2012 and December 31, 2011 and the
three months ended March 31, 2012 and 2011, page 70

Operating Results – Retail, page 78
 9. You disclose that the decrease in FFO in the United States is due to the inclusion of a
portion of GGP’s 2010 results in the first qua rter of 2011 due to a catch up following
the recapitalization in November 2010.  Please explain what led to this ‘catch up’ and
your basis for the accounting treatment in  2011.  Also, quantify the total financial
impact of the catch up.
 Critical Accounting Policies, Estimates and Judgments, page 104

 Investment Properties, page 104

 10. We note your response to comment 22 of  our letter dated May 11, 2012 and your
revised disclosures.  We also note that  disclosure on page 120 of the 2011 Annual
Report of Brookfield Asset Management, Inc.  filed as Exhibit 99.2 in its 2011 Form
40-F states that over 35% of the company’ s reported amount of investment property
as of December 31, 2011 was based on extern al valuations.  Please reconcile this
disclosure with your statements regarding external valuations since your financial
statements were carved-out from the fi nancial statements of Brookfield Asset
Management, Inc.

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 4

 Reconciliation of Performance Measures  to IFRS Measures, pages 108 – 112

 11. We continue to consider your response to comment 24 of our letter dated May 11,
2012.  We note that, although the disc losures on pages 110 through 112 do not
contain every line item from your carved-out fi nancial statements, there are very few
condensed line items.  Thus, in general, the disclosures still app ear to represent full
non-IFRS financial statements.  Please advi se.  Furthermore, please explain why you
believe it is appropriate to present your proportionate inte rest in GGP at 38%; discuss
your relationship with the other institutiona l partners and why their interests should
be included with your interest.
 Commercial Property Operations and Brookfie ld Asset Management Inc. - Carve-out
Statements of Income (Loss), page F-5
 12. We note that on page 3, you refer to propert y net operating income (“NOI”) as a non-
IFRS financial measure.  In this regard, it is unclear why you have presented it on the
face of your statements of income (loss) .  Please tell us your basis for this
presentation.  Please refer to Item 10(e) of Regulation S-K.  You also present an
unnamed subtotal after ‘Invest ment and other income’ in your statements of income
(loss); additionally, tell us your basis for this presenta tion and why you believe it is
meaningful.

13. Furthermore, we note that your discussion of operating results focuses on NOI, FFO,
and Total Return which you have identified as non-IFRS measures; thus, it appears
that you have given undue prominence to these measures.  Please revise these
disclosures to discuss with equal or great er prominence your consolidated results of
operations as calculated and presented in accordance with IFRS.  See Item 10(e)(1)(i)(A) for reference.
 Schedule III – Supplemental Schedule of I nvestment Property Information, page F-42

 14. We note your response to comment 34 of our  letter dated May 11, 2012; however, we
continue to believe that the form of th e schedule should comply with Rule 12-28 of
Regulation S-X except for cost and depreciati on information which is not applicable.
Please further explain or revise to include a column disclosing weighted average year
of construction.
 General Growth Properties, Inc.

 15. Please note that we will review the revise d financial statements for General Growth
Properties, Inc. when included in a subsequent amendment to the Form 20-F.
 Unaudited Pro-Forma Financial Statements

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 5

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

 16. We note your revised disclosures; howeve r, you did not address how you determined
the amounts of each issuance.  Please tell  us and disclose how you determined the
amounts paid as consideration for the business.
 Note 4 – Pro-Forma Adjustments

 (a) Acquisition of interest in certain Austra lian investments through participating loan
interests, page PF-8 - 9

17. We have considered your response to comme nt 40.   We note that the determination
of whether the participating loan agreements are convertib le into a direct ownership
interest in either the underlying properties in Australia or the Australian subsidiaries
is dependent on the nature of Brookfield’s ow nership interest in the property.   Please
further explain and contrast the varying natu re of Brookfield’s ownership interest in
these properties and why this would dictate whether the participating loan agreements
would be convertible into the underlying property or the subsidiary owning the
property.  Also, further explain to us th e form of the direct ownership in the
underlying properties (i.e., undivi ded interest) and describe  the rights granted through
the ownership.

(d) Partnership Equity, page PF-10
 18. We have considered your response to comment 38 and note you present a line item
for net income attributable to parent company and partners in your pro forma
statement of income.   Please clarify what this  line item represents.  It is still not clear
why the 90% economic interest in the form  of Redemption-Exchange Units is not
reflected as non-controlling interest in the pro-forma financial statements; please
explain further as these units appear to represent equity in your subsidiary, the
Property Partnership, not attri butable to the parent, Brookfie ld Property Partners L.P.
Please  clarify your basis in IFRS fo r your pro forma presentation and how you
considered paragraphs 27 and 28 of IAS 27.   Your response should also address
paragraph 19 of IAS 27 which indicates th at non-controlling in terests are based on
present ownership interests and do not reflec t the possible exercise or conversion of
potential voting rights.

19. You state that the 90% economic interest in the Property Partne rship will be owned
by Brookfield in the form of Redemption- Exchange Units and that you determined
these units should be recorded as equity, in  part, based on your right of first refusal
which entitles you, at your sole discretion, to el ect to settle in units rather than cash.
Please specifically address how you determin ed the right of first refusal to be

Steven J. Douglas
Brookfield Property Partners L.P. July 12, 2012 Page 6

 substantive in light of Brookf ield’s ability to control your company as the general
partner and to compel cash redemption.  Pl ease cite the appropriate guidance.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Wilson Lee, Staff A ccountant, at (202) 551-3468 or Jessica
Barberich, ACA, at (202) 551-3782 if you ha ve questions regarding comments on the
financial statements and related matters.  Please  contact Folake Ayoola, Attorney Advisor, at
(202) 551-3673 or me at (202) 551- 3401 with any other questions.

Sincerely,
   /s/ Jennifer Gowetski
Jennifer Gowetski Senior Counsel