Brookfield Property Partners L.P. Files 20-F for Fiscal Year Ended December 31, 2023

TL;DR

<b>Brookfield Property Partners L.P. has submitted its 2023 annual report on Form 20-F, detailing its financial performance and operations for the year ended December 31, 2023.</b>

AI Summary

Brookfield Property Partners L.P. (BPYPO) filed a Foreign Annual Report (20-F) with the SEC on March 1, 2024. Brookfield Property Partners L.P. filed its annual report on Form 20-F for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 73 Front Street, Hamilton, HM 12, Bermuda. Brookfield Property Partners L.P. is listed on the New York Stock Exchange (XNAS) under ticker symbol BPYPO. The filing includes information on various classes of preferred units and their exchange listings.

Why It Matters

For investors and stakeholders tracking Brookfield Property Partners L.P., this filing contains several important signals. This filing provides stakeholders with a comprehensive overview of the company's financial health, operational activities, and strategic direction for the past fiscal year. Investors and analysts can use the detailed financial statements and disclosures within the 20-F to assess the company's performance, risks, and future prospects.

Risk Assessment

Risk Level: medium — Brookfield Property Partners L.P. shows moderate risk based on this filing. The filing is a standard annual report (20-F), which typically contains a broad range of information. Specific financial performance details or significant changes are not immediately apparent from the header information alone, requiring a deeper dive into the document's content.

Analyst Insight

Review the detailed financial statements and management discussion within the 20-F to understand Brookfield Property Partners L.P.'s performance and outlook for 2023.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-01 — Filing Date (Date the 20-F was filed)

Key Players & Entities

• Brookfield Property Partners L.P. (company) — Filer of the 20-F report
• 20-F (document) — Form type filed
• December 31, 2023 (date) — Conformed period of report
• March 1, 2024 (date) — Filed as of date
• XNAS (exchange) — Exchange where preferred units are listed
• BPYPO (ticker) — Ticker symbol for preferred units

FAQ

Industry Context

Brookfield Property Partners L.P. operates within the real estate sector, focusing on owning, operating, and investing in real estate assets globally.

Regulatory Implications

As a foreign private issuer, Brookfield Property Partners L.P. is subject to SEC regulations, including the filing of annual reports on Form 20-F.

What Investors Should Do

1. Analyze the financial statements within the 20-F for revenue, net income, and asset values.
2. Review management's discussion and analysis (MD&A) for insights into operational performance and strategy.
3. Examine any disclosed risk factors and their potential impact on the company.

Key Dates

• 2024-03-01: Filing of 20-F — Annual report submission for the fiscal year 2023

Year-Over-Year Comparison

This is the initial filing of the 20-F for the fiscal year 2023. Previous filings would be for prior fiscal years.

Filing Documents

• bpy-20231231.htm (20-F) — 6004KB
• bpy202320-fex21.htm (EX-2.1) — 113KB
• bpy202320-fex431.htm (EX-4.31) — 9KB
• bpy202320-fex111.htm (EX-11.1) — 169KB
• bpy202320-fex121.htm (EX-12.1) — 11KB
• bpy202320-fex122.htm (EX-12.2) — 11KB
• bpy202320-fex131.htm (EX-13.1) — 6KB
• bpy202320-fex132.htm (EX-13.2) — 6KB
• bpy-20231231_g1.jpg (GRAPHIC) — 101KB
• image_0.jpg (GRAPHIC) — 7KB
• image_1a.jpg (GRAPHIC) — 12KB
• 0001545772-24-000004.txt (&nbsp;) — 26654KB
• bpy-20231231.xsd (EX-101.SCH) — 191KB
• bpy-20231231_cal.xml (EX-101.CAL) — 148KB
• bpy-20231231_def.xml (EX-101.DEF) — 861KB
• bpy-20231231_lab.xml (EX-101.LAB) — 1536KB
• bpy-20231231_pre.xml (EX-101.PRE) — 1149KB
• bpy-20231231_htm.xml (XML) — 5631KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 11

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 11

KEY INFORMATION

ITEM 3. KEY INFORMATION 11 3.A. [RESERVED] 11 3.B. CAPITALIZATION AND INDEBTEDNESS 11 3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS 11 3.D. RISK FACTORS 11

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 37 4.A. HISTORY AND DEVELOPMENT OF THE COMPANY 37 4.B. BUSINESS OVERVIEW 38 4.C. ORGANIZATIONAL STRUCTURE 44 4.D. PROPERTY, PLANTS AND EQUIPMENT 47

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 47

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48 5.A. OPERATING RESULTS 48 5.B. LIQUIDITY AND CAPITAL RESOURCES 77 5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. 81 5.D. TREND INFORMATION 81 5.E. CRITICAL ACCOUNTING ESTIMATES 82

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 83 6.A. DIRECTORS AND SENIOR MANAGEMENT 83 6.B. COMPENSATION 84 6.C. BOARD PRACTICES 85 6.D. EMPLOYEES 87 6.E. SHARE OWNERSHIP 88 6.F DISCLOSURE OF A REGISTRANT'S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION 88

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 88 7.A. MAJOR SHAREHOLDERS 88 7.B. RELATED PARTY TRANSACTIONS 88 7.C. INTERESTS OF EXPERTS AND COUNSEL 98

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 99 8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 99 8.B. SIGNIFICANT CHANGES 99 - 4 -

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 99 9.A. OFFER AND LISTING DETAILS 99 9.B. PLAN OF DISTRIBUTION 99 9.C. MARKETS 99 9.D. SELLING SHAREHOLDERS 99 9.E. DILUTION 99 9.F. EXPENSES OF THE ISSUE 99

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 99 10.A. SHARE CAPITAL 99 10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION 99 10.C. MATERIAL CONTRACTS 121 10.D. EXCHANGE CONTROLS 123 10.E. TAXATION 123 10.F. DIVIDENDS AND PAYING AGENTS 143 10.G. STATEMENT BY EXPERTS 143 10.H DOCUMENTS ON DISPLAY 143 10.I. SUBSIDIARY INFORMATION 143 10.J. ANNUAL REPORT TO SECURITY HOLDERS 143

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 143

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 143 PART II 143

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 143

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 143 - 5 -

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 143

[RESERVED]

ITEM 16. [RESERVED] 144 16.A. AUDIT COMMITTEE FINANCIAL EXPERT 144 16.B. CODE OF ETHICS 144 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 145 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 145 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 145 16.F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 145 16.G. CORPORATE GOVERNANCE 145 16.H. MINING SAFETY DISCLOSURE 145 16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 182 16.J. INSIDER TRADING POLICIES 182 16.K. CYBERSECURITY 182 PART III 147

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 147

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 147

EXHIBITS

ITEM 19. EXHIBITS 147

SIGNATURES

SIGNATURES 150 INDEX TO FINANCIAL STATEMENTS F- 1 - 6 - INTRODUCTION AND USE OF CERTAIN TERMS We have prepared this Form 20-F using a number of conventions, which you should consider when reading the information contained herein. Unless otherwise indicated or the context otherwise requires, in this Form 20-F: all operating and other statistical information is presented as if we own 100% of each property in our portfolio, regardless of whether we own all of the interests in each property; and all information on financial results is presented in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), other than certain non-IFRS financial measures which are defined under "Use of Non-IFRS Measures" below. In this Form 20-F, unless the context suggests otherwise, references to "we", "us" and "our" are to Brookfield Property Partners L.P., the Property Partnership, the Holding Entities and the operating entities, each as defined below, taken together on a consolidated basis. Unless the context suggests otherwise, in this Form 20-F references to: "AO LTIP Units" are to the BPY AO LTIP Units of the Property Partnership; "Asset Management Company" are to Brookfield Asset Management ULC, which is owned 75% by Brookfield Corporation and 25% by Brookfield Asset Management; "assets under management" are to assets managed by us or by Brookfield on behalf of our third-party investors, as well as our own assets, and also include capital commitments that have not yet been drawn. Our calculation of assets under management may differ from that employed by other asset managers and, as a result, this measure may not be comparable to similar measures presented by other asset managers; "BN" are to Brookfield Corporation; "BPYU" are to Brookfield Properties Retail Holding LLC, formerly known as Brookfield Property REIT Inc., a wholly-owned subsidiary of our company; "BPYU Units" are

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION 3.A. [Reserved] 3.B. CAPITALIZATION AND INDEBTEDNESS Not applicable. 3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. 3.D. RISK FACTORS The following summarizes some, but not all, of the risks provided below. You should carefully consider the following factors in addition to the other information set forth in this Form 20-F. If any of the following risks actually occur, our business, financial condition and results of operations and the value of our units and the New LP Preferred Units would likely suffer. Risks Relating to Our Business Risks relating to the risks incidental to the ownership and operation of real estate assets. Risks relating to changes in our credit rating, current and future indebtedness, refinancing risks and compliance with restrictive covenants. Risks relating to reliance on significant tenants and tenant defaults, bankruptcies or insolvencies. Risks relating to our ability to renew or enter into new leases with tenants for space that is subject to expiring leases. Risks relating to force majeure events, uninsurable losses and higher insurance premiums. Risks relating to trends in the office real estate industry, including sustained changes in client preferences and space utilization, moving from full-time, collective in-person work environments to hybrid or remote work models and use of businesses utilizing shared office and co-working spaces. Risks relating to the factors that affect the retail environment, including unemployment, weak income growth, lack of available consumer credit, inflation, industry slowdowns, increased consumer debt, poor housing market conditions and the need to pay down existing obligations. Risks relating to business disruptions, cybersecurity failures and data security incidents. Risks relating to businesses and properties that we are invested in, either solely or in connection with co-venturers, partners, fund investors or co-tenants. Risks

View Full Filing

View this 20-F filing on SEC EDGAR