SEC Comment Letter 0000000000-23-005509 to Brookfield Property Partners L.P. (BPYPM)
Brookfield Property Partners L.P.
Date: May 24, 2023 · CIK: 0001545772 · Accession: 0000000000-23-005509
AI Filing Summary & Sentiment
File numbers found in text: 001-35505
Letter
United States securities and exchange commission logo May 24, 2023 Jane Sheere Secretary Brookfield Property Partners L.P. 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda Re:Brookfield Property Partners L.P. Form 20-F for the fiscal year ended December 31, 2022 Filed February 24, 2023 File No. 001-35505 Dear Jane Sheere: We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20-F for the fiscal year ended December 31, 2022 5.A. Operating Results Operating Results, page 58 1.We note you have identified multiple factors that impact your operating results but it does not appear that you have separately quantified each factor. For example purposes only, we note your disclosure that commercial property revenue decreased due to property dispositions in your LP Investments and Core Office segments and the negative impact of foreign currency translation, partially offset by incremental revenue in your Core Retail portfolio, as the retail sector continued to recover. When there are multiple factors impacting your operating results, please revise your disclosures to separately quantify the impact from each factor. Non-IFRS Financial Measures, page 75 2.We note your reconciliation to arrive at Company FFO on page 78 and LP Investments
FirstName LastNameJane Sheere Comapany NameBrookfield Property Partners L.P. May 24, 2023 Page 2 FirstName LastName Jane Sheere Brookfield Property Partners L.P. May 24, 2023 Page 2 Company FFO on page 81; specifically, we note your adjustment for BSREP III earnings. It appears that such adjustment has the effect of reflecting your proportionate share of BSREP III Company FFO and removing investment income related to a distribution you received from BSREP III. In light of the adjustment for BSREP III earnings, please tell us how you have determined these measures are not tailored measures as contemplated in Question 100.04 of the Non-GAAP C&DI. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
May 24, 2023
Jane Sheere
Secretary
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Re:Brookfield Property Partners L.P.
Form 20-F for the fiscal year ended December 31, 2022
Filed February 24, 2023
File No. 001-35505
Dear Jane Sheere:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2022
5.A. Operating Results
Operating Results, page 58
1.We note you have identified multiple factors that impact your operating results but it does
not appear that you have separately quantified each factor. For example purposes only, we
note your disclosure that commercial property revenue decreased due to property
dispositions in your LP Investments and Core Office segments and the negative impact of
foreign currency translation, partially offset by incremental revenue in your Core Retail
portfolio, as the retail sector continued to recover. When there are multiple factors
impacting your operating results, please revise your disclosures to separately quantify the
impact from each factor.
Non-IFRS Financial Measures, page 75
2.We note your reconciliation to arrive at Company FFO on page 78 and LP Investments
FirstName LastNameJane Sheere
Comapany NameBrookfield Property Partners L.P.
May 24, 2023 Page 2
FirstName LastName
Jane Sheere
Brookfield Property Partners L.P.
May 24, 2023
Page 2
Company FFO on page 81; specifically, we note your adjustment for BSREP III earnings.
It appears that such adjustment has the effect of reflecting your proportionate share of
BSREP III Company FFO and removing investment income related to a distribution you
received from BSREP III. In light of the adjustment for BSREP III earnings, please tell us
how you have determined these measures are not tailored measures as contemplated in
Question 100.04 of the Non-GAAP C&DI.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction