Date:
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November 8, 2018
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BROOKFIELD PROPERTY PARTNERS L.P.,
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by its general partner, Brookfield Property Partners Limited
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By:
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/s/ Jane Sheere
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Name:
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Jane Sheere
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Title:
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Secretary
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Exhibit
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Description
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•
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Increases in occupancies by leasing vacant space and pre-leasing active developments;
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•
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Increases in rental rates through maintaining or enhancing the quality of our assets and as market conditions permit; and
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•
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Reductions in operating costs through achieving economies of scale and diligently managing contracts.
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•
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Debt capital at a cost and on terms conducive to our goals;
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•
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Equity capital at a reasonable cost;
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•
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New property acquisitions that fit into our strategic plan; and
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•
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Opportunities to dispose of peak value or non-core assets.
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•
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NOI
: revenues from our commercial properties operations less direct commercial property expenses (“Commercial property NOI”) and revenues from our hospitality operations less direct hospitality expenses (“Hospitality NOI”).
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•
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Same-property NOI:
a subset of NOI, which excludes NOI that is earned from assets acquired, disposed of or developed during the periods presented, not of a recurring nature, or from LP Investments assets.
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•
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FFO
: net income, prior to fair value gains, net, depreciation and amortization of real estate assets, and income taxes less non-controlling interests of others in operating subsidiaries and properties therein. When determining FFO, we include our proportionate share of the FFO of unconsolidated partnerships and joint ventures and associates, as well as gains (or losses) related to properties developed for sale.
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•
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Company FFO
: FFO before the impact of depreciation and amortization of non-real estate assets, transaction costs, gains (losses) associated with non-investment properties, imputed interest associated with financing the partnership’s share of commercial developments accounted for under the equity method and the FFO that would have been attributable to the partnership’s shares of GGP if all outstanding warrants of GGP were exercised. Prior to the third quarter of 2017, the adjustment assumed net settlement of the outstanding warrants. For the third quarter of 2017, the adjustment is based on the cash settlement for all applicable warrants to reflect the partnership's settlement of the warrants on such basis which occurred in the fourth quarter of 2017.
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•
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Realized fair value gain from LP Investments
: includes fair value gains from our LP Investments recognized from realization events including the sale of an asset or portfolio of assets, or exit of the entire investment. These gains have previously been recognized in earnings through fair value gains, net. These investments, unlike our Core portfolios, have a defined hold period and typically generate the majority of profits from a gain recognized from these realization events.
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•
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Net income attributable to Unitholders
: net income attributable to holders of GP Units, LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR Units.
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•
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Equity attributable to Unitholders
: equity attributable to holders of GP Units, LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR Units.
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•
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In the third quarter of 2018, we acquired a development in the South Bronx, New York for consideration of $166 million.
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In the third quarter of 2018, the partnership sold 27.5% of our interest in a portfolio of operating and development assets in New York. We retain control over and will continue to consolidate these assets after the sale. The interest was sold to our parent, which is currently in the process of syndicating its entire 27.5% equity interest to third-party investors.
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•
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In the first quarter of 2018, we acquired 333 West 34th Street in New York for $255 million through a joint venture with Brookfield Premier Real Estate Partners Pooling LLC (“BPREP”).
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In the first quarter of 2018, we sold a 50% interest in Bay Adelaide Centre East and West Towers in Toronto for approximately C$850 million ($660 million) and we sold our interest in 1801 California Street in Denver for $286 million.
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•
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In the fourth quarter of 2017, we sold a 49% interest in One Liberty Plaza in New York for approximately $742 million and a realized gain of $171 million.
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•
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In the third quarter of 2017, we sold 20 Canada Square in London for approximately £410 million ($537 million) and realized a gain of approximately £71 million ($93 million).
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On August 28, 2018, we acquired all of the outstanding shares of common stock of GGP (“GGP acquisition”) other than those shares previously held by the partnership and our affiliates, which represented a 34% interest in GGP prior to the acquisition. In the transaction, former GGP shareholders elected to receive, for each GGP common share, subject to proration, either $23.50 in cash or either one LP Unit or one BPR Unit. As a result of the GGP acquisition, 161 million BPR Units and 88 million LP Units were issued to former GGP shareholders. BPR Units represent a publicly traded U.S. REIT security structured to provide an economic return identical to LP Units. BPR Units provide their holders with the right to request that their units be redeemable for cash consideration. In the event BPR Unitholders exercise this right, our partnership has the right, at its sole discretion, to satisfy the redemption request with its LP Units, rather than cash, on a one-for-one basis. As a result, BPR Units participate in earnings and distributions on a per unit basis equivalent to the per unit participation of LP Units of our partnership. We present BPR Units as a component of non-controlling interest. We consolidated the results from BPR beginning August 28, 2018. The previous investment, which was reflected as an equity accounted investment, was derecognized at the time of acquisition.
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•
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In the third quarter of 2018, we acquired a 100% leasehold interest in 666 Fifth Avenue, a commercial office asset in New York, for consideration of
$1,252 million
, and two community malls in Shanghai for consideration of C¥728 million ($110 million).
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•
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In the third quarter of 2018, we sold a portfolio of 112 self-storage properties for approximately $1.3 billion, realized a gain of approximately $292 million.
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•
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In the second quarter of 2018, we acquired an office building in Chicago for consideration of $35 million and an office portfolio in Mumbai for consideration of ₨2,726 million ($41 million).
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•
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In the first quarter of 2018, we acquired a portfolio of extended stay hotels across the U.S. for consideration of $764 million, a portfolio of student housing properties in the United Kingdom for consideration of £518 million ($739 million) and a United Kingdom based owner and operator of serviced apartments for consideration of £209 million ($287 million).
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•
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In the first quarter of 2018, we sold the Hard Rock Hotel and Casino in Las Vegas for $510 million.
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In the fourth quarter of 2017, we sold an industrial portfolio in Europe for approximately €$2.4 billion ($2.8 billion) and a realized gain of approximately €1.0 billion ($1.2 billion).
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•
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In the fourth quarter of 2017, we acquired a portfolio of office assets in Mumbai for consideration of Rs6,623 million ($102 million), a mixed-use complex in Houston for consideration of $819 million, a hotel property in Toronto for consideration of C$335 million ($270 million), and two office assets in San Jose, California for consideration of $127 million.
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•
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In the fourth quarter of 2017, following the sale of a 49% interest in One Liberty Plaza in New York as described above, we reclassified our remaining 51% to equity accounted investments.
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•
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In the second quarter of 2017, we sold our equity accounted investment in 245 Park Avenue in Midtown New York for net proceeds of approximately $680 million.
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Three months ended Sep. 30,
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Nine months ended Sep. 30,
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(US$ Millions)
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2018
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2017
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2018
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2017
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Net income
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$
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722
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$
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659
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$
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2,796
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$
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1,510
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Net income attributable to Unitholders
(1)
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380
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168
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1,444
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241
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NOI
(1)
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960
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808
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2,688
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2,336
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FFO
(1)
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123
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197
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561
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626
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Company FFO
(1)
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249
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236
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763
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731
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(1)
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This is a non-IFRS measure our partnership uses to assess the performance of its operations as described in the “Performance Measures” section on page 3. An analysis of the measures and reconciliation to IFRS measures is included in the “Reconciliation of Non-IFRS measures” section on page 14.
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Three months ended Sep. 30,
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Nine months ended Sep. 30,
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(US$ Millions)
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2018
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2017
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2018
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2017
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Commercial property revenue
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$
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1,251
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$
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1,066
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$
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3,478
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$
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3,111
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Hospitality revenue
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502
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410
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1,460
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1,214
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Investment and other revenue
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75
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34
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161
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232
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Total revenue
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1,828
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1,510
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5,099
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4,557
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Direct commercial property expense
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478
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419
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1,308
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1,201
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Direct hospitality expense
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315
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249
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942
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788
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Investment and other expense
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17
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1
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17
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123
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Interest expense
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632
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493
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1,689
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1,475
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Depreciation and amortization
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81
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69
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229
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201
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General and administrative expense
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241
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147
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593
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454
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Total expenses
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1,764
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1,378
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4,778
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4,242
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Fair value gains, net
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556
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339
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1,943
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717
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Share of earnings from equity accounted investments
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65
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371
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581
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897
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Income before taxes
|
685
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|
842
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2,845
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1,929
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Income tax expense (benefit)
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(37
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)
|
183
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49
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419
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Net income
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$
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722
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$
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659
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$
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2,796
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$
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1,510
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Net income attributable to non-controlling interests of others in operating subsidiaries and properties
|
342
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491
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1,352
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1,269
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Net income attributable to Unitholders
(1)
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$
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380
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$
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168
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$
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1,444
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$
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241
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(1)
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This is a non-IFRS measure our partnership uses to assess the performance of its operations as described in the “Performance Measures” section on page 3. An analysis of the measures and reconciliation to IFRS measures is included in the “Reconciliation of Non-IFRS measures” section on page 14.
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Three months ended Sep. 30,
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Nine months ended Sep. 30,
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(US$ Millions, except per share information)
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2018
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2017
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2018
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2017
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Net income attributable to Unitholders - basic
(1)
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$
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380
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$
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168
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$
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1,444
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$
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241
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Dilutive effect of conversion of capital securities - corporate
(2)
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7
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—
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20
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—
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Net income attributable to Unitholders - diluted
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$
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387
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$
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168
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$
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1,464
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$
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241
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|
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||||||||
Weighted average number of units outstanding - basic
(1)
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873.5
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|
774.0
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807.1
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775.1
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Conversion of capital securities - corporate and options
(2)
|
19.9
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0.4
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18.4
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0.8
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Weighted average number of units outstanding - diluted
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893.4
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774.4
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|
825.5
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|
775.9
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Net income per unit attributable to Unitholders - basic
(1)(3)
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$
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0.44
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$
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0.22
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$
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1.79
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|
$
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0.31
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Net income per unit attributable to Unitholders - diluted
(2)(3)
|
$
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0.43
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$
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0.22
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$
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1.77
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$
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0.31
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(1)
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Basic net income attributable to Unitholders per unit requires the inclusion of preferred shares of the Operating Partnership that are mandatorily convertible into LP Units without an add back to earnings of the associated carry on the preferred shares.
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(2)
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The effect of the conversion of capital securities is anti-dilutive for the three and nine months ended September 30, 2017.
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(3)
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Net income attributable to Unitholders is a non-IFRS measure as described in the “Performance Measures” section on page 3.
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Fair value gains, net for our Core Office sector of $135 million were recognized in the three months ended September 30, 2018. These gains primarily related to gains in Toronto and Sydney as a result of changes in valuation metrics. Fair value gains, net for our Core Office segment in the nine months ended September 30, 2018 were $164 million. These gains primarily related to our Sydney portfolio as mentioned above, gains on our London portfolio, and gains from disposition of an interest in Bay Adelaide Centre East and West Towers in Toronto and 1801 California Street in Denver. These gains were partially offset by losses in our Downtown New York portfolio.
The prior year included fair value losses primarily related to properties in Downtown New York as a result of changes in valuation metrics and leasing activity in the first quarter of 2017, the recognition of a $50 million foreign currency loss reclassified from accumulated other comprehensive income from the sale of 20 Canada Square in London in the third quarter of 2017 as well as valuation losses in energy-dependent markets of Houston and Calgary. These losses were partially offset by fair value gains at Brookfield Place East Tower in Calgary, as well as properties in Sydney and Toronto as a result of rate compression of valuation metrics and new leasing.
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Fair value gains, net were recognized for Core Retail in the three and nine months ended September 30, 2018, relating to the GGP acquisition.
In the prior year, Fair value losses, net for the Core Retail segment related to the depreciation of our warrants in GGP which fluctuated with changes in the market price of the underlying shares.
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Fair value gains, net for the LP Investments segment in the three and nine months ended September 30, 2018 were $342 million and $1,500 million, respectively. We recorded fair value gains from our office portfolio in India, due to leasing activity and the completion of several developments during the period and our industrial portfolio due to strengthened market conditions in certain regions and compressed discount rates as our development portfolio nears completion. We also recorded fair value gains, net on the sale of a self-storage portfolio. In the second quarter of 2018, we recorded a gain on extinguishment of debt associated with the sale of the Hard Rock Hotel and Casino. These increases were partially offset by fair value losses on our retail portfolio.
The prior year included fair value gains in our office portfolio in India and South Korea, gains on our European industrial portfolio that was sold in the fourth quarter of 2017, and gains on the acquisitions of our manufactured housing portfolio and a student housing portfolio of $107 million and $27 million, respectively, as a result of changes in the underlying market conditions in the period between signing the purchase and sale agreements and closing of the acquisition.
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Our share of net earnings from equity accounted investments for the three months and nine months ended September 30, 2018 of $65 million and $581 million, respectively, represents a decrease of $306 million and a decrease of $316 million, respectively compared to the prior year.
The decreases were primarily due to the valuation losses recognized on our Core Retail portfolio for the periods prior to the GGP acquisition, where our 34% interest in GGP was equity accounted.
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Three months ended Sep. 30,
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Nine months ended Sep. 30,
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||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Commercial property revenue
|
$
|
1,251
|
|
$
|
1,066
|
|
$
|
3,478
|
|
$
|
3,111
|
|
Direct commercial property expense
|
(478
|
)
|
(419
|
)
|
(1,308
|
)
|
(1,201
|
)
|
||||
Commercial property NOI
|
773
|
|
647
|
|
2,170
|
|
1,910
|
|
||||
Hospitality revenue
|
502
|
|
410
|
|
1,460
|
|
1,214
|
|
||||
Direct hospitality expense
|
(315
|
)
|
(249
|
)
|
(942
|
)
|
(788
|
)
|
||||
Hospitality NOI
|
187
|
|
161
|
|
518
|
|
426
|
|
||||
Total NOI
|
960
|
|
808
|
|
2,688
|
|
2,336
|
|
||||
Investment and other revenue
|
75
|
|
34
|
|
161
|
|
232
|
|
||||
Share of net earnings from equity accounted investments
|
65
|
|
371
|
|
581
|
|
897
|
|
||||
Interest expense
|
(632
|
)
|
(493
|
)
|
(1,689
|
)
|
(1,475
|
)
|
||||
Depreciation and amortization
|
(81
|
)
|
(69
|
)
|
(229
|
)
|
(201
|
)
|
||||
General and administrative expense
|
(241
|
)
|
(147
|
)
|
(593
|
)
|
(454
|
)
|
||||
Investment and other expense
|
(17
|
)
|
(1
|
)
|
(17
|
)
|
(123
|
)
|
||||
Fair value gains, net
|
556
|
|
339
|
|
1,943
|
|
717
|
|
||||
Income before taxes
|
685
|
|
842
|
|
2,845
|
|
1,929
|
|
||||
Income tax expense
|
37
|
|
(183
|
)
|
(49
|
)
|
(419
|
)
|
||||
Net income
|
$
|
722
|
|
$
|
659
|
|
$
|
2,796
|
|
$
|
1,510
|
|
Net income attributable to non-controlling interests
|
342
|
|
491
|
|
1,352
|
|
1,269
|
|
||||
Net income attributable to Unitholders
|
$
|
380
|
|
$
|
168
|
|
$
|
1,444
|
|
$
|
241
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income
|
$
|
722
|
|
$
|
659
|
|
$
|
2,796
|
|
$
|
1,510
|
|
Add (deduct):
|
|
|
|
|
||||||||
Fair value gains, net
|
(556
|
)
|
(339
|
)
|
(1,943
|
)
|
(717
|
)
|
||||
Share of equity accounted fair value (gains) losses, net
|
52
|
|
(182
|
)
|
(33
|
)
|
(248
|
)
|
||||
Depreciation and amortization of real estate assets
|
70
|
|
62
|
|
201
|
|
177
|
|
||||
Income tax expense (benefit)
|
(37
|
)
|
183
|
|
49
|
|
419
|
|
||||
Non-controlling interests in above items
|
(128
|
)
|
(186
|
)
|
(509
|
)
|
(515
|
)
|
||||
FFO
|
$
|
123
|
|
$
|
197
|
|
$
|
561
|
|
$
|
626
|
|
Add (deduct):
|
|
|
|
|
||||||||
Depreciation and amortization of non-real-estate assets, net
(1)
|
9
|
|
7
|
|
24
|
|
20
|
|
||||
Transaction costs, net
(1)
|
103
|
|
10
|
|
136
|
|
26
|
|
||||
(Gains)/losses associated with non-investment properties, net
(1)
|
1
|
|
(1
|
)
|
4
|
|
(1
|
)
|
||||
Imputed interest
(2)
|
13
|
|
8
|
|
38
|
|
22
|
|
||||
Net contribution from GGP warrants
(3)
|
—
|
|
15
|
|
—
|
|
38
|
|
||||
Company FFO
|
$
|
249
|
|
$
|
236
|
|
$
|
763
|
|
$
|
731
|
|
(1)
|
Presented net of non-controlling interests.
|
(2)
|
Represents imputed interest associated with financing the partnership’s share of commercial developments accounted for under the equity method.
|
(3)
|
Represents incremental FFO that would have been attributable to the partnership’s share of GGP, if all outstanding warrants of GGP had been exercised. In the three and nine months ended September 30, 2017, the adjustment assumed net settlement of the outstanding warrants. All of our outstanding warrants of GGP were exercised and settled in the fourth quarter of 2017.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Investment properties
|
|
|
||||
Commercial properties
|
$
|
69,940
|
|
$
|
48,780
|
|
Commercial developments
|
4,017
|
|
2,577
|
|
||
Equity accounted investments
|
21,940
|
|
19,761
|
|
||
Property, plant and equipment
|
6,863
|
|
5,457
|
|
||
Cash and cash equivalents
|
2,444
|
|
1,491
|
|
||
Assets held for sale
|
391
|
|
1,433
|
|
||
Total assets
|
111,583
|
|
84,347
|
|
||
Debt obligations
|
54,381
|
|
36,884
|
|
||
Liabilities associated with assets held for sale
|
148
|
|
1,316
|
|
||
Total equity
|
45,758
|
|
35,124
|
|
||
Equity attributable to Unitholders
(1)
|
$
|
28,274
|
|
$
|
22,186
|
|
Equity per unit
(2)
|
$
|
28.60
|
|
$
|
30.74
|
|
(1)
|
Equity attributable to Unitholders is a non-IFRS measure as described in the “Performance Measures” section on page 3.
|
(2)
|
Assumes conversion of mandatorily convertible preferred shares. See page 17 for additional information.
|
|
Sep. 30, 2018
|
|||||
(US$ Millions)
|
Commercial properties
|
|
Commercial developments
|
|
||
Investment properties, beginning of period
|
$
|
48,780
|
|
$
|
2,577
|
|
Acquisitions
|
22,479
|
|
936
|
|
||
Capital expenditures
|
614
|
|
837
|
|
||
Dispositions
(1)
|
(647
|
)
|
(3
|
)
|
||
Fair value gains, net
|
626
|
|
454
|
|
||
Foreign currency translation
|
(1,165
|
)
|
(98
|
)
|
||
Transfer between commercial properties and commercial developments
|
688
|
|
(688
|
)
|
||
Reclassifications to assets held for sale and other changes
|
(1,435
|
)
|
2
|
|
||
Investment properties, end of period
|
$
|
69,940
|
|
$
|
4,017
|
|
(1)
|
Property dispositions represent the carrying value on date of sale.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
|
Equity accounted investments, beginning of period
|
$
|
19,761
|
|
GGP joint ventures acquired from business acquisition
(1)
|
10,850
|
|
|
Write-off of pre-acquisition GGP equity interest
(1)
|
(8,349
|
)
|
|
Additions
|
510
|
|
|
Disposals and return of capital distributions
|
(647
|
)
|
|
Share of net earnings from equity accounted investments
|
581
|
|
|
Distributions received
|
(362
|
)
|
|
Foreign currency translation
|
(300
|
)
|
|
Other comprehensive income and other
|
(104
|
)
|
|
Equity accounted investments, end of period
|
$
|
21,940
|
|
(1)
|
During the third quarter of 2018, we acquired the outstanding shares of common stock of GGP other than those shares previously held by our partnership, representing a 34% interest in GGP prior to the acquisition. As a result of the acquisition, GGP’s interest in joint ventures of
$10,850 million
was added to the balance of equity accounted investments, offset by the deconsolidation of the partnership’s 34% interest of
$7,769 million
and fair value loss of
$580 million
from adjusting the partnerships interest in GGP to its fair value immediately prior to acquiring control. See Note 3, Acquisition of GGP Inc., for further information.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
|
Balance, beginning of period
|
$
|
1,433
|
|
Reclassification to/(from) assets held for sale, net
|
1,481
|
|
|
Disposals
|
(2,535
|
)
|
|
Fair value adjustments
|
75
|
|
|
Foreign currency translation
|
(17
|
)
|
|
Other
|
(46
|
)
|
|
Balance, end of period
|
$
|
391
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Corporate borrowings
|
$
|
1,991
|
|
$
|
1,359
|
|
Funds subscription facilities
|
2,116
|
|
432
|
|
||
Non-recourse borrowings
|
|
|
||||
Property-specific borrowings
|
44,481
|
|
33,401
|
|
||
Subsidiary borrowings
|
5,793
|
|
1,692
|
|
||
Total debt obligations
|
$
|
54,381
|
|
$
|
36,884
|
|
Current
|
4,472
|
|
6,135
|
|
||
Non-current
|
49,909
|
|
30,749
|
|
||
Total debt obligations
|
$
|
54,381
|
|
$
|
36,884
|
|
(US$ Millions, except unit information)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Total equity
|
$
|
45,758
|
|
$
|
35,124
|
|
Less:
|
|
|
||||
Interests of others in operating subsidiaries and properties
|
17,484
|
|
12,938
|
|
||
Equity attributable to Unitholders
|
28,274
|
|
22,186
|
|
||
Mandatorily convertible preferred shares
|
1,616
|
|
1,597
|
|
||
Total equity attributable to Unitholders
|
29,890
|
|
23,783
|
|
||
Partnership units
|
974,990,762
|
|
703,615,432
|
|
||
Mandatorily convertible preferred shares
|
70,038,910
|
|
70,038,910
|
|
||
Total partnership units
|
1,045,029,672
|
|
773,654,342
|
|
||
Equity attributable to Unitholders per unit
|
$
|
28.60
|
|
$
|
30.74
|
|
|
2018
|
2017
|
2016
|
|||||||||||||||||||||
(US$ Millions, except per unit information)
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
||||||||
Revenue
(1)
|
$
|
1,828
|
|
$
|
1,651
|
|
$
|
1,620
|
|
$
|
1,578
|
|
$
|
1,510
|
|
$
|
1,519
|
|
$
|
1,528
|
|
$
|
1,363
|
|
Direct operating costs
|
793
|
|
716
|
|
741
|
|
707
|
|
668
|
|
689
|
|
632
|
|
639
|
|
||||||||
Net income
|
722
|
|
1,051
|
|
1,023
|
|
958
|
|
659
|
|
664
|
|
187
|
|
92
|
|
||||||||
Net income (loss) attributable to Unitholders
|
380
|
|
534
|
|
530
|
|
134
|
|
168
|
|
239
|
|
(166
|
)
|
(62
|
)
|
||||||||
Net income (loss) per share attributable to Unitholders - basic
|
$
|
0.44
|
|
$
|
0.69
|
|
$
|
0.69
|
|
$
|
0.17
|
|
$
|
0.22
|
|
$
|
0.31
|
|
$
|
(0.21
|
)
|
$
|
(0.08
|
)
|
Net income (loss) per share attributable to Unitholders - diluted
|
$
|
0.43
|
|
$
|
0.68
|
|
$
|
0.68
|
|
$
|
0.17
|
|
$
|
0.22
|
|
$
|
0.31
|
|
$
|
(0.21
|
)
|
$
|
(0.08
|
)
|
(1)
|
We adopted IFRS 9, Financial Instruments (“IFRS 9”) and IFRS 15, Revenues from Contracts with Customers (“IFRS 15”), in 2018 using the modified retrospective method. The comparative information for periods prior to 2018 has not been restated and is reported under the accounting standards effective for those periods.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Core Office
|
$
|
114
|
|
$
|
113
|
|
$
|
374
|
|
$
|
408
|
|
Core Retail
|
71
|
|
113
|
|
300
|
|
331
|
|
||||
LP Investments
|
45
|
|
79
|
|
200
|
|
205
|
|
||||
Corporate
|
(107
|
)
|
(108
|
)
|
(313
|
)
|
(318
|
)
|
||||
FFO
|
$
|
123
|
|
$
|
197
|
|
$
|
561
|
|
$
|
626
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Core Office
|
$
|
14,489
|
|
$
|
13,913
|
|
Core Retail
|
13,618
|
|
8,844
|
|
||
LP Investments
|
5,585
|
|
5,010
|
|
||
Corporate
|
(5,418
|
)
|
(5,581
|
)
|
||
Total
|
$
|
28,274
|
|
$
|
22,186
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
FFO
|
$
|
114
|
|
$
|
113
|
|
$
|
374
|
|
$
|
408
|
|
Net income attributable to Unitholders
|
383
|
|
67
|
|
678
|
|
26
|
|
|
Consolidated
|
Unconsolidated
|
||||||||||
(US$ Millions, except where noted)
|
Sep. 30, 2018
|
|
Sep. 30, 2017
|
|
Sep. 30, 2018
|
|
Sep. 30, 2017
|
|
||||
Total portfolio:
|
|
|
|
|
||||||||
NOI
(1)
|
$
|
271
|
|
$
|
268
|
|
$
|
106
|
|
$
|
101
|
|
Number of properties
|
78
|
|
76
|
|
72
|
|
70
|
|
||||
Leasable square feet (in thousands)
|
49,255
|
|
52,368
|
|
30,896
|
|
28,237
|
|
||||
Occupancy
|
91.9
|
%
|
90.7
|
%
|
94.6
|
%
|
93.6
|
%
|
||||
In-place net rents (per square foot)
(2)
|
$
|
29.18
|
|
$
|
27.92
|
|
$
|
44.97
|
|
$
|
44.99
|
|
Same-property:
|
|
|
|
|
||||||||
NOI
(1,2)
|
$
|
249
|
|
$
|
237
|
|
$
|
94
|
|
$
|
88
|
|
Number of properties
|
74
|
|
74
|
|
69
|
|
69
|
|
||||
Leasable square feet (in thousands)
|
48,602
|
|
48,606
|
|
28,246
|
|
28,237
|
|
||||
Occupancy
|
91.8
|
%
|
90.5
|
%
|
94.6
|
%
|
93.6
|
%
|
||||
In-place net rents (per square foot)
(2)
|
$
|
28.83
|
|
$
|
28.54
|
|
$
|
45.57
|
|
$
|
44.25
|
|
(1)
|
NOI for unconsolidated properties is presented on a proportionate basis, representing the Unitholders’ interest in the property.
|
(2)
|
Prior period presented using the
September 30, 2018
exchange rate.
|
|
Total portfolio
|
|||||
(US$, except where noted)
|
Sep. 30, 2018
|
|
Sep. 30, 2017
|
|
||
Leasing activity (square feet in thousands)
|
|
|
||||
New leases
|
2,420
|
|
3,470
|
|
||
Renewal leases
|
2,060
|
|
3,305
|
|
||
Total leasing activity
|
4,480
|
|
6,775
|
|
||
Average term (in years)
|
8.2
|
|
8.2
|
|
||
Year one leasing net rents (per square foot)
(1)
|
$
|
31.66
|
|
$
|
34.38
|
|
Average leasing net rents (per square foot)
(1)
|
34.48
|
|
37.68
|
|
||
Expiring net rents (per square foot)
(1)
|
30.94
|
|
27.63
|
|
||
Estimated market net rents for similar space (per square foot)
(1)
|
39.35
|
|
38.49
|
|
||
Tenant improvement and leasing costs (per square foot)
|
50.27
|
|
72.31
|
|
(1)
|
Presented using normalized foreign exchange rates, using the
September 30, 2018
exchange rate.
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon
|
Consolidated properties
|
|
|
|
|
|
|
||||
United States
|
7.0
|
%
|
5.6
|
%
|
12
|
7.0
|
%
|
5.8
|
%
|
13
|
Canada
|
6.0
|
%
|
5.5
|
%
|
10
|
6.1
|
%
|
5.5
|
%
|
10
|
Australia
|
6.9
|
%
|
6.1
|
%
|
10
|
7.0
|
%
|
6.1
|
%
|
10
|
Brazil
|
9.6
|
%
|
7.6
|
%
|
7
|
9.7
|
%
|
7.6
|
%
|
7
|
Unconsolidated properties
|
|
|
|
|
|
|
||||
United States
|
6.6
|
%
|
5.3
|
%
|
11
|
6.5
|
%
|
5.3
|
%
|
11
|
Australia
|
6.7
|
%
|
5.8
|
%
|
10
|
7.0
|
%
|
5.8
|
%
|
10
|
Europe
(1)
|
4.7
|
%
|
4.8
|
%
|
10
|
4.8
|
%
|
4.8
|
%
|
10
|
(1)
|
Certain properties in Europe accounted for under the equity method are valued using both discounted cash flow and yield models. For comparative purposes, the discount and terminal capitalization rates and investment horizon calculated under the discounted cash flow method are presented in the table above.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Investment properties
|
|
|
||||
Commercial properties
|
$
|
21,617
|
|
$
|
21,671
|
|
Commercial developments
|
2,516
|
|
1,598
|
|
||
Equity accounted investments
|
8,399
|
|
8,235
|
|
||
Participating loan interests
|
266
|
|
517
|
|
||
Accounts receivable and other
|
1,022
|
|
766
|
|
||
Cash and cash equivalents
|
570
|
|
360
|
|
||
Assets held for sale
|
241
|
|
648
|
|
||
Total assets
|
$
|
34,631
|
|
$
|
33,795
|
|
Debt obligations
|
12,264
|
|
13,124
|
|
||
Capital securities
|
855
|
|
813
|
|
||
Accounts payable and other liabilities
|
1,446
|
|
1,404
|
|
||
Deferred tax liability
|
1,049
|
|
1,162
|
|
||
Liabilities associated with assets held for sale
|
82
|
|
288
|
|
||
Non-controlling interests of others in operating subsidiaries and properties
|
4,446
|
|
3,091
|
|
||
Equity attributable to Unitholders
|
$
|
14,489
|
|
$
|
13,913
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
|
Equity accounted investments, beginning of period
|
$
|
8,235
|
|
Additions
|
289
|
|
|
Disposals and return of capital distributions
|
(536
|
)
|
|
Share of net income, including fair value gains
|
596
|
|
|
Distributions received
|
(61
|
)
|
|
Foreign currency translation
|
(196
|
)
|
|
Other
|
72
|
|
|
Equity accounted investments, end of period
|
$
|
8,399
|
|
(US$ Millions)
|
Shares outstanding
|
|
Cumulative dividend rate
|
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Brookfield Office Properties Inc. (“BPO”) Class B Preferred Shares:
|
|
|
|
|
||||||
Series 1
(2)
|
3,600,000
|
|
70% of bank prime
|
|
—
|
|
—
|
|
||
Series 2
(2)
|
3,000,000
|
|
70% of bank prime
|
|
—
|
|
—
|
|
||
Brookfield Global Real Estate Special Opportunities Inc. (“BGRESOI”) Preferred Shares
|
19,844
|
|
4.00
|
%
|
20
|
|
—
|
|
||
Capital Securities – Fund Subsidiaries
|
|
|
835
|
|
813
|
|
||||
Total capital securities
|
|
|
$
|
855
|
|
$
|
813
|
|
(1)
|
BPO Class B Preferred Shares, Series 1 and 2 capital securities are owned by Brookfield Asset Management. BPO has an offsetting loan receivable against these securities earning interest at 95% of bank prime.
|
|
Total square feet under construction (in 000’s)
|
|
Proportionate
square feet under construction (in 000’s)
|
|
Expected
date of accounting stabilization
|
|
Cost
|
Loan
|
|||||||||||
(Millions, except square feet in thousands)
|
Percent
pre-leased
|
|
Total
(1)
|
|
To-date
|
|
Total
|
|
Drawn
|
|
|||||||||
Office:
|
|
|
|
|
|
|
|
|
|||||||||||
100 Bishopsgate, London
|
938
|
|
938
|
|
Q2 2020
|
67
|
%
|
£
|
875
|
|
£
|
732
|
|
£
|
515
|
|
£
|
360
|
|
655 New York Avenue, Washington, D.C.
(2)
|
766
|
|
383
|
|
Q3 2020
|
71
|
%
|
$
|
285
|
|
$
|
248
|
|
$
|
200
|
|
$
|
113
|
|
One Manhattan West, Midtown New York
(2)
|
2,117
|
|
868
|
|
Q3 2020
|
84
|
%
|
$
|
778
|
|
$
|
465
|
|
$
|
511
|
|
$
|
164
|
|
1 Bank Street, London
(2)
|
715
|
|
358
|
|
Q4 2020
|
40
|
%
|
£
|
257
|
|
£
|
191
|
|
£
|
225
|
|
£
|
88
|
|
ICD Brookfield Place, Dubai
(2)
|
1,104
|
|
552
|
|
Q1 2021
|
6
|
%
|
AED
|
1,256
|
|
AED
|
892
|
|
AED
|
775
|
|
AED
|
362
|
|
Wood Wharf - Office, London
(2)
|
423
|
|
211
|
|
Q2 2021
|
42
|
%
|
£
|
125
|
|
£
|
10
|
|
£
|
—
|
|
£
|
—
|
|
Bay Adelaide North, Toronto
|
820
|
|
820
|
|
Q4 2022
|
64
|
%
|
C$
|
498
|
|
C$
|
64
|
|
C$
|
—
|
|
C$
|
—
|
|
Multifamily:
|
|
|
|
|
|
|
|
|
|||||||||||
Principal Place - Residential, London
(2)(3)
|
303
|
|
152
|
|
Q1 2019
|
n/a
|
|
£
|
190
|
|
£
|
150
|
|
£
|
122
|
|
£
|
88
|
|
Camarillo, California
(2)
|
413
|
|
409
|
|
Q2 2019
|
n/a
|
|
$
|
127
|
|
$
|
126
|
|
$
|
82
|
|
$
|
69
|
|
Wood Wharf - 10 Park Drive, London
(2)(3)
|
269
|
|
135
|
|
Q1 2020
|
n/a
|
|
£
|
102
|
|
£
|
69
|
|
£
|
80
|
|
£
|
20
|
|
Studio Plaza, Maryland
(2)
|
343
|
|
296
|
|
Q1 2020
|
n/a
|
|
$
|
106
|
|
$
|
90
|
|
$
|
69
|
|
$
|
20
|
|
Greenpoint Landing Building G, New York
(2)
|
250
|
|
173
|
|
Q4 2019
|
n/a
|
|
$
|
199
|
|
$
|
170
|
|
$
|
118
|
|
$
|
66
|
|
Southbank Place
(2)(3)
|
669
|
|
167
|
|
Q4 2019
|
n/a
|
|
£
|
232
|
|
£
|
145
|
|
£
|
126
|
|
£
|
41
|
|
Wood Wharf - 8 Water Street & 2 George Street, London
(2)
|
371
|
|
186
|
|
Q4 2020
|
n/a
|
|
£
|
151
|
|
£
|
90
|
|
£
|
117
|
|
£
|
55
|
|
Newfoundland, London
(2)
|
545
|
|
273
|
|
Q1 2021
|
n/a
|
|
£
|
249
|
|
£
|
171
|
|
£
|
154
|
|
£
|
57
|
|
Greenpoint Landing Building F, New York
(2)
|
310
|
|
295
|
|
Q2 2021
|
n/a
|
|
$
|
358
|
|
$
|
139
|
|
$
|
—
|
|
$
|
—
|
|
Wood Wharf - One Park Drive, London
(2)(3)
|
430
|
|
215
|
|
Q2 2021
|
n/a
|
|
£
|
221
|
|
£
|
87
|
|
£
|
135
|
|
£
|
—
|
|
Total
|
10,786
|
|
6,431
|
|
|
|
|
|
|
|
(1)
|
Net of NOI earned during stabilization.
|
(2)
|
Presented on a proportionate basis at our ownership interest in each of these developments.
|
(3)
|
Represents condominium/market sale developments.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Commercial property revenue
|
$
|
492
|
|
$
|
510
|
|
$
|
1,472
|
|
$
|
1,522
|
|
Hospitality revenue
(1)
|
5
|
|
—
|
|
14
|
|
—
|
|
||||
Direct commercial property expense
|
(222
|
)
|
(242
|
)
|
(661
|
)
|
(713
|
)
|
||||
Direct hospitality expense
(1)
|
(4
|
)
|
—
|
|
(11
|
)
|
—
|
|
||||
Total NOI
|
$
|
271
|
|
$
|
268
|
|
$
|
814
|
|
$
|
809
|
|
(1)
|
Hospitality revenue and direct hospitality expense with our Core Office segment primarily consists of revenue and expenses incurred at a hotel adjacent to the Allen Center in Houston.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Same-property NOI
|
$
|
249
|
|
$
|
237
|
|
$
|
748
|
|
$
|
715
|
|
Currency variance
|
—
|
|
6
|
|
—
|
|
1
|
|
||||
NOI related to acquisitions and dispositions
|
22
|
|
25
|
|
66
|
|
93
|
|
||||
Total NOI
|
271
|
|
268
|
|
814
|
|
809
|
|
||||
Investment and other revenue
|
29
|
|
26
|
|
91
|
|
69
|
|
||||
Interest expense
|
(153
|
)
|
(164
|
)
|
(460
|
)
|
(484
|
)
|
||||
Depreciation and amortization on real estate assets
|
(3
|
)
|
(3
|
)
|
(7
|
)
|
(10
|
)
|
||||
General and administrative expense
|
(53
|
)
|
(40
|
)
|
(152
|
)
|
(124
|
)
|
||||
Fair value gains (losses), net
|
135
|
|
(20
|
)
|
164
|
|
(265
|
)
|
||||
Share of net earnings from equity accounted investments
|
274
|
|
85
|
|
596
|
|
315
|
|
||||
Income before taxes
|
500
|
|
152
|
|
1,046
|
|
310
|
|
||||
Income tax (expense) benefit
|
(35
|
)
|
(53
|
)
|
(191
|
)
|
(163
|
)
|
||||
Net income
|
465
|
|
99
|
|
855
|
|
147
|
|
||||
Net income attributable to non-controlling interests
|
82
|
|
32
|
|
177
|
|
121
|
|
||||
Net income attributable to Unitholders
|
$
|
383
|
|
$
|
67
|
|
$
|
678
|
|
$
|
26
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income
|
$
|
465
|
|
$
|
99
|
|
$
|
855
|
|
$
|
147
|
|
Add (deduct):
|
|
|
|
|
||||||||
Fair value gains, net
|
(135
|
)
|
20
|
|
(164
|
)
|
265
|
|
||||
Share of equity accounted fair value losses (gains), net
|
(208
|
)
|
(27
|
)
|
(396
|
)
|
(65
|
)
|
||||
Depreciation and amortization of real estate assets
|
—
|
|
1
|
|
1
|
|
1
|
|
||||
Income tax expense (benefit)
|
35
|
|
53
|
|
191
|
|
163
|
|
||||
Non-controlling interests in above items
|
(43
|
)
|
(33
|
)
|
(113
|
)
|
(103
|
)
|
||||
FFO
|
$
|
114
|
|
$
|
113
|
|
$
|
374
|
|
$
|
408
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Unconsolidated properties NOI
|
$
|
106
|
|
$
|
101
|
|
$
|
345
|
|
$
|
320
|
|
Unconsolidated properties fair value gains, net
|
208
|
|
27
|
|
396
|
|
65
|
|
||||
Other expenses
|
(40
|
)
|
(43
|
)
|
(145
|
)
|
(70
|
)
|
||||
Share of net earnings from equity accounted investments
|
$
|
274
|
|
$
|
85
|
|
$
|
596
|
|
$
|
315
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
FFO
|
$
|
71
|
|
$
|
113
|
|
$
|
300
|
|
$
|
331
|
|
Net income attributable to Unitholders
|
1
|
|
46
|
|
30
|
|
93
|
|
(US$ Millions, except where noted)
|
Sep. 30, 2018
|
|
Sep. 30, 2017
|
|
||
NOI:
|
|
|
||||
Total portfolio
(1)
|
$
|
275
|
|
$
|
164
|
|
Number of malls and urban retail properties
|
125
|
|
126
|
|
||
Leasable square feet (in thousands)
|
122,406
|
|
123,016
|
|
||
Occupancy
(2)
|
94.6
|
%
|
95.4
|
%
|
||
In-place net rents (per square foot)
(2)
|
61.93
|
|
62.39
|
|
||
NOI Weighted Sales (per square foot)
(2)
|
744
|
|
711
|
|
(1)
|
NOI is presented on a proportionate basis. The current period represents 2 months of activity from our 34% interest in GGP prior to the acquisition and 1 month of our consolidated results of GGP. The prior period represents 3 months of activity from our 29% interest in GGP (prior to the warrant exercise in the fourth quarter of 2017).
|
(2)
|
Presented on a same-property basis.
|
|
Total Portfolio
|
|||||
(US$, except where noted)
|
Sep. 30, 2018
|
|
Sep. 30, 2017
|
|
||
Number of leases
|
1,263
|
|
1,579
|
|
||
Leasing activity (square feet in thousands)
|
4,142
|
|
4,744
|
|
||
Average term in years
|
6.9
|
|
6.6
|
|
||
Initial rent per square foot
(1)
|
$
|
71.40
|
|
$
|
62.87
|
|
Expiring rent per square foot
(2)
|
63.96
|
|
57.21
|
|
||
Initial rent spread per square foot
|
7.44
|
|
5.66
|
|
||
% change
|
11.6
|
%
|
9.9
|
%
|
||
Tenant allowances and leasing costs
|
147
|
|
144
|
|
(1)
|
Represents initial rent over the term consisting of base minimum rent and common area costs.
|
(2)
|
Represents expiring rent at end of lease consisting of base minimum rent and common area costs.
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
|||||||||
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon
|
|
Consolidated properties
(1)
|
|
|
|
|
|
|
|||||
United States
|
7.1
|
%
|
6.0
|
%
|
10
|
—
|
%
|
—
|
%
|
—
|
|
Unconsolidated properties
|
|
|
|
|
|
|
|||||
United States
|
6.7
|
%
|
5.3
|
%
|
10
|
7.0
|
%
|
5.6
|
%
|
10
|
|
(1)
|
We now consolidate our interest in GGP following the GGP acquisition. In the prior period, the entire Core Retail portfolio was accounted for under the equity method.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Investment properties
|
|
|
||||
Commercial properties
|
$
|
17,721
|
|
$
|
—
|
|
Commercial developments
|
309
|
|
—
|
|
||
Equity accounted investments
|
10,879
|
|
8,844
|
|
||
Accounts receivable and other
|
643
|
|
—
|
|
||
Cash and cash equivalents
|
261
|
|
—
|
|
||
Assets held for sale
|
—
|
|
—
|
|
||
Total assets
|
29,813
|
|
8,844
|
|
||
Debt obligations
|
13,460
|
|
—
|
|
||
Capital securities
|
—
|
|
—
|
|
||
Accounts payable and other liabilities
|
760
|
|
—
|
|
||
Deferred tax liability
|
160
|
|
—
|
|
||
Liabilities associated with assets held for sale
|
—
|
|
—
|
|
||
Non-controlling interest
|
1,815
|
|
—
|
|
||
Equity attributable to Unitholders
|
$
|
13,618
|
|
$
|
8,844
|
|
|
|
Stabilized year
|
Cost
|
|||||
(Millions, except square feet in thousands)
|
Total
|
|
To-date
(1)
|
|
||||
The SoNo Collection, Connecticut
|
|
2022
|
$
|
474
|
|
$
|
258
|
|
Total
|
|
|
474
|
|
258
|
|
(1)
|
Projected costs and investments to date exclude capitalized interest and internal overhead.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Commercial property revenue
|
$
|
129
|
|
$
|
—
|
|
$
|
129
|
|
$
|
—
|
|
Direct commercial property expense
|
(36
|
)
|
—
|
|
(36
|
)
|
—
|
|
||||
Total NOI
|
$
|
93
|
|
$
|
—
|
|
$
|
93
|
|
$
|
—
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Total NOI
|
$
|
93
|
|
$
|
—
|
|
$
|
93
|
|
$
|
—
|
|
Investment and other revenue
|
16
|
|
—
|
|
16
|
|
—
|
|
||||
Interest expense
|
(52
|
)
|
—
|
|
(52
|
)
|
—
|
|
||||
Depreciation and amortization on real estate assets
|
(2
|
)
|
—
|
|
(2
|
)
|
—
|
|
||||
Investment and other expense
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
General and administrative expense
|
(26
|
)
|
—
|
|
(26
|
)
|
—
|
|
||||
Fair value gains, net
|
78
|
|
(199
|
)
|
78
|
|
(301
|
)
|
||||
Share of net earnings from equity accounted investments
|
(259
|
)
|
245
|
|
(230
|
)
|
394
|
|
||||
Income before taxes
|
(152
|
)
|
46
|
|
(123
|
)
|
93
|
|
||||
Income tax (expense)
|
150
|
|
—
|
|
150
|
|
—
|
|
||||
Net income
|
$
|
(2
|
)
|
$
|
46
|
|
$
|
27
|
|
$
|
93
|
|
Net income attributable to non-controlling interests
|
(3
|
)
|
—
|
|
(3
|
)
|
—
|
|
||||
Net income attributable to Unitholders
|
$
|
1
|
|
$
|
46
|
|
$
|
30
|
|
$
|
93
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income
|
$
|
(2
|
)
|
$
|
46
|
|
$
|
27
|
|
$
|
93
|
|
Add (deduct):
|
|
|
|
|
||||||||
Share of equity accounted fair value (gains), net
|
298
|
|
(132
|
)
|
498
|
|
(63
|
)
|
||||
Fair value losses (gains) losses, net
|
(78
|
)
|
199
|
|
(78
|
)
|
301
|
|
||||
Income tax (benefit) expense
|
(150
|
)
|
—
|
|
(150
|
)
|
—
|
|
||||
Non-controlling interests in above items
|
3
|
|
—
|
|
3
|
|
—
|
|
||||
FFO
|
$
|
71
|
|
$
|
113
|
|
$
|
300
|
|
$
|
331
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Unconsolidated properties NOI
|
$
|
275
|
|
$
|
164
|
|
$
|
659
|
|
$
|
489
|
|
Unconsolidated properties fair value (losses) gains, net and income tax expense
|
(298
|
)
|
132
|
|
(498
|
)
|
63
|
|
||||
Other expenses
|
(236
|
)
|
(51
|
)
|
(391
|
)
|
(158
|
)
|
||||
Share of net earnings from equity accounted investments
|
$
|
(259
|
)
|
$
|
245
|
|
$
|
(230
|
)
|
$
|
394
|
|
•
|
Brookfield Strategic Real Estate Partners I (“BSREP I”) - 31% interest in BSREP I, which is an opportunistic real estate fund with $4.4 billion in committed capital in aggregate, targeting gross returns of 20%. The fund is in year 6 of its life, is fully invested and is starting to have realizations.
|
•
|
Brookfield Strategic Real Estate Partners II (“BSREP II”) - 26% interest in BSREP II, which is an opportunistic real estate fund with $9.0 billion in committed capital in aggregate, targeting gross returns of 20%. The fund is in year 3 of its life and is fully invested.
|
•
|
We have committed to date a 25% interest in the third fund of Brookfield’s global opportunistic real estate fund series that will aggregate more than $10 billion of commitments. As with previous funds of this series, it is targeting gross returns of 20%.
|
•
|
A blended 36% interest in two value-add multifamily funds totaling $1.8 billion targeting gross returns of 16%. These funds seek to invest in a geographically diverse portfolio of U.S. multifamily properties through acquisition and development.
|
•
|
A 33% interest in a $600 million fund which owns the Atlantis Paradise Island resort in the Bahamas.
|
•
|
A blended 13% interest in a series of U.S. real estate debt funds totaling $5.4 billion which seek to invest in U.S. commercial real estate debt secured by properties in strategic locations.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
FFO
|
45
|
|
79
|
|
200
|
|
205
|
|
Realized gains
|
283
|
|
88
|
|
292
|
|
61
|
|
Net income attributable to Unitholders
|
248
|
|
192
|
|
670
|
|
538
|
|
|
Equity attributable to Unitholders
|
Sep. 30, 2018
|
|||||||||||
(US$ Millions, except where noted)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
Number of properties
|
|
Total area (sq. ft. in thousands)
|
|
Units of measure
|
Occupancy %
|
|
||
Office
|
$
|
1,390
|
|
$
|
1,080
|
|
144
|
|
42,296
|
|
Sq. ft.
|
80.3
|
%
|
Retail
|
1,162
|
|
1,285
|
|
47
|
|
29,161
|
|
Sq. ft.
|
90.4
|
%
|
||
Industrial
|
477
|
|
365
|
|
122
|
|
39,235
|
|
Sq. ft.
|
91.4
|
%
|
||
Multifamily
|
835
|
|
745
|
|
84
|
|
25,353
|
|
Units
|
94.4
|
%
|
||
Hospitality
|
825
|
|
573
|
|
155
|
|
27,453
|
|
Rooms
|
n/a
|
|
||
Triple Net Lease
|
338
|
|
321
|
|
322
|
|
16,484
|
|
Sq. ft.
|
99.3
|
%
|
||
Self-storage
|
81
|
|
187
|
|
90
|
|
7,212
|
|
Sq. ft.
|
87.8
|
%
|
||
Student Housing
|
261
|
|
172
|
|
49
|
|
17,827
|
|
Beds
|
95.0
|
%
|
||
Manufactured Housing
|
233
|
|
191
|
|
136
|
|
33,169
|
|
Sites
|
85.9
|
%
|
||
Mixed-Use
|
238
|
|
203
|
|
7
|
|
5,643
|
|
Sq. ft.
|
75.4
|
%
|
||
Finance Funds
|
185
|
|
123
|
|
n/a
|
|
n/a
|
|
n/a
|
n/a
|
|
||
Corporate
|
(440
|
)
|
(235
|
)
|
n/a
|
|
n/a
|
|
n/a
|
n/a
|
|
||
Total
|
$
|
5,585
|
|
$
|
5,010
|
|
|
|
|
|
|
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon
|
Consolidated properties
|
|
|
|
|
|
|
||||
Office
(1)
|
10.1
|
%
|
7.0
|
%
|
6
|
10.2
|
%
|
7.5
|
%
|
7
|
Retail
|
8.9
|
%
|
7.7
|
%
|
10
|
9.0
|
%
|
8.0
|
%
|
10
|
Industrial
|
6.6
|
%
|
5.7
|
%
|
10
|
6.8
|
%
|
6.2
|
%
|
10
|
Mixed-Use
(1)
|
8.2
|
%
|
5.4
|
%
|
10
|
8.4
|
%
|
5.3
|
%
|
10
|
Multifamily
(2)
|
4.8
|
%
|
n/a
|
|
n/a
|
4.8
|
%
|
n/a
|
|
n/a
|
Triple Net Lease
(2)
|
6.3
|
%
|
n/a
|
|
n/a
|
6.4
|
%
|
n/a
|
|
n/a
|
Self-storage
(2)
|
5.7
|
%
|
n/a
|
|
n/a
|
5.8
|
%
|
n/a
|
|
n/a
|
Student Housing
(2)
|
5.5
|
%
|
n/a
|
|
n/a
|
5.8
|
%
|
n/a
|
|
n/a
|
Manufactured Housing
(2)
|
5.4
|
%
|
n/a
|
|
n/a
|
5.8
|
%
|
n/a
|
|
n/a
|
Unconsolidated properties
|
|
|
|
|
|
|
||||
Office
|
6.1
|
%
|
5.0
|
%
|
10
|
6.6
|
%
|
5.7
|
%
|
10
|
Retail
|
11.3
|
%
|
7.1
|
%
|
10
|
11.5
|
%
|
7.2
|
%
|
11
|
Industrial
|
6.2
|
%
|
5.4
|
%
|
10
|
6.4
|
%
|
5.8
|
%
|
10
|
Multifamily
(2)
|
5.1
|
%
|
n/a
|
|
n/a
|
5.1
|
%
|
n/a
|
|
n/a
|
(1)
|
During the third quarter of 2018, the valuation metrics for International Finance Center Seoul (“IFC”) are being reported under the mixed-use sector. The valuation metrics for office have been updated for both periods presented.
|
(2)
|
The valuation method used to value multifamily, triple net lease, self-storage, student housing, and manufactured housing properties is the direct capitalization method. The rates presented as the discount rate relate to the overall implied capitalization rate.The terminal capitalization rate and investment horizon are not applicable.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Investment properties
|
$
|
31,794
|
|
$
|
28,088
|
|
Property, plant and equipment
|
6,692
|
|
5,358
|
|
||
Equity accounted investments
|
2,662
|
|
2,612
|
|
||
Accounts receivable and other
|
4,107
|
|
3,535
|
|
||
Cash and cash equivalents
|
1,565
|
|
1,093
|
|
||
Assets held for sale
|
150
|
|
785
|
|
||
Total assets
|
$
|
46,970
|
|
$
|
41,471
|
|
Debt obligations
|
26,666
|
|
22,402
|
|
||
Capital securities
|
431
|
|
431
|
|
||
Accounts payable and other liabilities
|
3,016
|
|
2,769
|
|
||
Liabilities associated with assets held for sale
|
66
|
|
1,028
|
|
||
Non-controlling interests of others in operating subsidiaries and properties
|
11,206
|
|
9,831
|
|
||
Equity attributable to Unitholders
|
$
|
5,585
|
|
$
|
5,010
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Commercial property revenue
|
$
|
630
|
|
$
|
556
|
|
$
|
1,877
|
|
$
|
1,589
|
|
Hospitality revenue
|
497
|
|
410
|
|
1,446
|
|
1,214
|
|
||||
Direct commercial property expense
|
(220
|
)
|
(177
|
)
|
(611
|
)
|
(488
|
)
|
||||
Direct hospitality expense
|
(311
|
)
|
(249
|
)
|
(931
|
)
|
(788
|
)
|
||||
Total NOI
|
596
|
|
540
|
|
1,781
|
|
1,527
|
|
||||
Investment and other revenue
|
28
|
|
8
|
|
51
|
|
163
|
|
||||
Interest expense
|
(355
|
)
|
(262
|
)
|
(964
|
)
|
(797
|
)
|
||||
General and administrative expense
|
(124
|
)
|
(67
|
)
|
(310
|
)
|
(207
|
)
|
||||
Investment and other expense
|
(17
|
)
|
(1
|
)
|
(17
|
)
|
(123
|
)
|
||||
Depreciation and amortization
|
(79
|
)
|
(66
|
)
|
(222
|
)
|
(191
|
)
|
||||
Fair value gains, net
|
342
|
|
567
|
|
1,500
|
|
1,318
|
|
||||
Share of net earnings from equity accounted investments
|
50
|
|
41
|
|
215
|
|
188
|
|
||||
Income before taxes
|
441
|
|
760
|
|
2,034
|
|
1,878
|
|
||||
Income tax expense
|
(79
|
)
|
(110
|
)
|
(187
|
)
|
(193
|
)
|
||||
Net income
|
362
|
|
650
|
|
1,847
|
|
1,685
|
|
||||
Net income attributable to non-controlling interests
|
261
|
|
457
|
|
1,177
|
|
1,146
|
|
||||
Net income attributable to Unitholders
|
$
|
101
|
|
$
|
193
|
|
$
|
670
|
|
$
|
539
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income
|
$
|
362
|
|
$
|
650
|
|
$
|
1,847
|
|
$
|
1,685
|
|
Add (deduct):
|
|
|
|
|
||||||||
Fair value gains, net
|
(342
|
)
|
(567
|
)
|
(1,500
|
)
|
(1,318
|
)
|
||||
Share of equity accounted fair value (gains), net
|
(38
|
)
|
(23
|
)
|
(135
|
)
|
(120
|
)
|
||||
Depreciation and amortization of real estate assets
|
70
|
|
61
|
|
200
|
|
176
|
|
||||
Income tax expense
|
79
|
|
110
|
|
187
|
|
193
|
|
||||
Non-controlling interests in above items
|
(86
|
)
|
(152
|
)
|
(399
|
)
|
(411
|
)
|
||||
FFO
|
$
|
45
|
|
$
|
79
|
|
$
|
200
|
|
$
|
205
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
FFO
|
$
|
(107
|
)
|
$
|
(108
|
)
|
$
|
(313
|
)
|
$
|
(318
|
)
|
Net income attributable to Unitholders
|
(105
|
)
|
(137
|
)
|
66
|
|
(416
|
)
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Accounts receivable and other
|
$
|
121
|
|
$
|
129
|
|
Equity accounted investments
|
—
|
|
70
|
|
||
Cash and cash equivalents
|
48
|
|
38
|
|
||
Total assets
|
169
|
|
237
|
|
||
Debt obligations
|
1,991
|
|
1,358
|
|
||
Capital securities
|
2,438
|
|
2,921
|
|
||
Deferred tax liabilities
|
235
|
|
598
|
|
||
Accounts payable and other liabilities
|
906
|
|
925
|
|
||
Non-controlling interests
|
17
|
|
16
|
|
||
Equity attributable to Unitholders
|
$
|
(5,418
|
)
|
$
|
(5,581
|
)
|
(US$ Millions)
|
|
Shares Outstanding
|
|
Cumulative Dividend Rate
|
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Operating Partnership Class A Preferred Equity Units:
|
|
|
|
|
|||||||
Series 1
|
|
24,000,000
|
|
6.25
|
%
|
$
|
558
|
|
$
|
551
|
|
Series 2
|
|
24,000,000
|
|
6.50
|
%
|
535
|
|
529
|
|
||
Series 3
|
|
24,000,000
|
|
6.75
|
%
|
522
|
|
517
|
|
||
Brookfield BPY Holdings Inc. Junior Preferred Shares:
|
|
|
|
|
|||||||
Class B Junior Preferred Shares
|
|
30,000,000
|
|
7.64
|
%
|
750
|
|
750
|
|
||
Class C Junior Preferred Shares
(1)
|
|
—
|
|
—
|
%
|
—
|
|
500
|
|
||
Brookfield Property Split Corp. Senior Preferred Shares:
|
|
|
|
|
|||||||
Class A Series 1
|
|
924,390
|
|
5.25
|
%
|
23
|
|
23
|
|
||
Class A Series 2
|
|
699,165
|
|
5.75
|
%
|
14
|
|
14
|
|
||
Class A Series 3
|
|
909,994
|
|
5.00
|
%
|
18
|
|
18
|
|
||
Class A Series 4
|
|
940,486
|
|
5.20
|
%
|
18
|
|
19
|
|
||
Total capital securities - corporate
|
|
|
$
|
2,438
|
|
$
|
2,921
|
|
(1)
|
In the third quarter of 2018, the Brookfield BPY Holdings Inc. Class C Junior Preferred Shares, held by Brookfield Asset Management, were redeemed.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income (loss)
|
$
|
(104
|
)
|
$
|
(136
|
)
|
$
|
67
|
|
$
|
(415
|
)
|
Net income attributable to non-controlling interests
|
1
|
|
1
|
|
1
|
|
1
|
|
||||
Net income (loss) attributable to Unitholders
|
$
|
(105
|
)
|
$
|
(137
|
)
|
$
|
66
|
|
$
|
(416
|
)
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income (loss)
|
$
|
(104
|
)
|
$
|
(136
|
)
|
$
|
67
|
|
$
|
(415
|
)
|
Add (deduct):
|
|
|
|
|
||||||||
Fair value (gains) losses, net
|
—
|
|
9
|
|
(200
|
)
|
35
|
|
||||
Income tax expense
|
(2
|
)
|
20
|
|
(179
|
)
|
63
|
|
||||
Non-controlling interests in above items
|
(1
|
)
|
(1
|
)
|
(1
|
)
|
(1
|
)
|
||||
FFO
|
$
|
(107
|
)
|
$
|
(108
|
)
|
$
|
(313
|
)
|
$
|
(318
|
)
|
•
|
Recurring expenses;
|
•
|
Debt service requirements;
|
•
|
Distributions to Unitholders;
|
•
|
Capital expenditures deemed mandatory, including tenant improvements;
|
•
|
Development costs not covered under construction loans;
|
•
|
Unfunded committed capital to funds;
|
•
|
Investing activities which could include:
|
◦
|
Discretionary capital expenditures;
|
◦
|
Property acquisitions;
|
◦
|
Future developments; and
|
◦
|
Repurchase of our units.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Proportionate cash retained at subsidiaries
|
$
|
1,565
|
|
$
|
1,290
|
|
Proportionate availability under credit facilities
|
3,270
|
|
1,814
|
|
||
Proportionate availability under construction facilities
|
1,656
|
|
2,777
|
|
||
Group-wide liquidity
(1)
|
$
|
6,491
|
|
$
|
5,881
|
|
(1)
|
This includes liquidity of investments which are not controlled and can only be obtained through distributions which the partnership does not control.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
|
Remainder of 2018
|
$
|
1,702
|
|
2019
|
4,719
|
|
|
2020
|
5,812
|
|
|
2021
|
7,687
|
|
|
2022
|
2,382
|
|
|
2023 and thereafter
|
16,509
|
|
|
Deferred financing costs
|
(254
|
)
|
|
Secured debt obligations
|
$
|
38,557
|
|
Debt to capital ratio
|
52.1
|
%
|
Tenant
|
Primary location
|
Credit rating
(1)
|
Exposure (%)
(2)
|
|
Government and Government Agencies
|
Various
|
AAA/AA+
|
8.7
|
%
|
Barclays
|
London
|
BBB-
|
2.5
|
%
|
Morgan Stanley
|
NY/Toronto/London
|
A-
|
2.5
|
%
|
CIBC World Markets
(3)
|
Calgary/NY/Toronto
|
AA
|
1.8
|
%
|
Suncor Energy Inc.
|
Calgary
|
BBB+
|
1.7
|
%
|
Cenovus
|
Calgary
|
BB+
|
1.5
|
%
|
Bank of Montreal
|
Calgary/Toronto
|
AA
|
1.4
|
%
|
Deloitte
|
Various
|
Not Rated
|
1.3
|
%
|
Bank of America | Merrill Lynch
|
Various
|
A-
|
1.3
|
%
|
Amazon
|
NY/London
|
BBB+
|
1.2
|
%
|
Total
|
|
|
23.9
|
%
|
(1)
|
From Standard & Poor’s Rating Services, Moody’s Investment Services, Inc. or DBRS Limited.
|
Tenant
|
DBA
|
Exposure (%)
(1)
|
|
L Brands, Inc.
|
Victoria's Secret, Bath & Body Works, PINK, Henri Bendel
|
3.8
|
%
|
Foot Locker, Inc.
|
Footlocker, Champs Sports, Footaction USA, House of Hoops, SIX:02
|
3.0
|
%
|
The Gap, Inc.
|
Gap, Banana Republic, Old Navy, Athleta
|
2.5
|
%
|
LVMH
|
Louis Vuitton, Sephora
|
2.3
|
%
|
Forever 21 Retail, Inc.
|
Forever 21, Riley Rose
|
2.2
|
%
|
Signet Jewelers Limited
|
Zales, Gordon's, Kay, Jared
|
1.7
|
%
|
Ascena Retail Group
|
Dress Barn, Justice, Lane Bryant, Maurices, Ann Taylor, Loft
|
1.6
|
%
|
Abercrombie & Fitch Stores, Inc.
|
Abercrombie, Abercrombie & Fitch, Hollister
|
1.6
|
%
|
Express, Inc.
|
Express, Express Men
|
1.5
|
%
|
American Eagle Outfitters, Inc.
|
American Eagle, Aerie, Martin + Osa
|
1.5
|
%
|
Total
|
|
21.7
|
%
|
(1)
|
Exposure is a percentage of minimum rents and tenant recoveries.
|
(Sq. ft. in thousands)
|
Current
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and beyond
|
|
Total
|
|
Core Office
|
5,662
|
|
1,003
|
|
3,208
|
|
4,954
|
|
5,741
|
|
5,254
|
|
6,129
|
|
4,104
|
|
44,096
|
|
80,151
|
|
Total % expiring
|
7.1
|
%
|
1.3
|
%
|
4.0
|
%
|
6.2
|
%
|
7.2
|
%
|
6.6
|
%
|
7.6
|
%
|
5.1
|
%
|
54.9
|
%
|
100.0
|
%
|
Core Retail
(1)
|
2,461
|
|
1,629
|
|
6,347
|
|
5,258
|
|
5,159
|
|
5,347
|
|
5,083
|
|
4,594
|
|
18,839
|
|
54,717
|
|
Total % expiring
|
4.5
|
%
|
3.0
|
%
|
11.6
|
%
|
9.6
|
%
|
9.4
|
%
|
9.8
|
%
|
9.3
|
%
|
8.4
|
%
|
34.4
|
%
|
100.0
|
%
|
LP Investments - Office
|
6,743
|
|
1,435
|
|
4,187
|
|
3,654
|
|
4,451
|
|
3,707
|
|
2,925
|
|
1,046
|
|
6,171
|
|
34,319
|
|
Total % expiring
|
19.6
|
%
|
4.2
|
%
|
12.2
|
%
|
10.6
|
%
|
13.0
|
%
|
10.8
|
%
|
8.5
|
%
|
3.0
|
%
|
18.1
|
%
|
100.0
|
%
|
LP Investments - Retail
(1)
|
1,495
|
|
877
|
|
1,530
|
|
1,558
|
|
1,387
|
|
1,139
|
|
1,003
|
|
623
|
|
4,478
|
|
14,090
|
|
Total % expiring
|
10.6
|
%
|
6.2
|
%
|
10.9
|
%
|
11.1
|
%
|
9.8
|
%
|
8.1
|
%
|
7.1
|
%
|
4.4
|
%
|
31.8
|
%
|
100.0
|
%
|
Industrial
|
3,371
|
|
139
|
|
1,799
|
|
5,034
|
|
6,593
|
|
2,853
|
|
2,475
|
|
2,622
|
|
14,349
|
|
39,235
|
|
Total % expiring
|
8.6
|
%
|
0.4
|
%
|
4.6
|
%
|
12.8
|
%
|
16.8
|
%
|
7.3
|
%
|
6.3
|
%
|
6.7
|
%
|
36.5
|
%
|
100.0
|
%
|
(1)
|
Represents regional malls only and excludes traditional anchor and specialty leasing agreements.
|
•
|
Foreign currency forward contracts to hedge exposures to Canadian Dollar, Australian Dollar, British Pound, Euro, Chinese Yuan, Brazilian Real, Indian Rupee and South Korean Won denominated investments in foreign subsidiaries and foreign currency denominated financial assets;
|
•
|
Interest rate swaps to manage interest rate risk associated with planned refinancings and existing variable rate debt; and
|
•
|
Interest rate caps to hedge interest rate risk on certain variable rate debt.
|
(US$ Millions)
|
Hedging item
|
Notional
|
|
Rates
|
Maturity dates
|
Fair value
|
|
||
Sep. 30, 2018
|
Interest rate caps of US$ LIBOR debt
|
$
|
4,838
|
|
2.3% - 4.8%
|
Jun. 2019 - Sep. 2023
|
$
|
4
|
|
|
Interest rate swaps of US$ LIBOR debt
|
1,808
|
|
1.0% - 2.7%
|
Nov. 2018 - Mar. 2022
|
6
|
|
||
|
Interest rate caps of £ LIBOR debt
|
937
|
|
1.3% - 2.0%
|
Dec. 2019 - Jan. 2021
|
—
|
|
||
|
Interest rate swaps of £ LIBOR debt
|
68
|
|
1.5%
|
Apr. 2020
|
(1
|
)
|
||
|
Interest rate swaps of € EURIBOR debt
|
116
|
|
1.0% - 1.3%
|
Apr. 2020 - Apr. 2021
|
0
|
|
||
|
Interest rate caps of C$ LIBOR debt
|
186
|
|
3.0%
|
Oct. 2020 - Oct. 2022
|
—
|
|
||
|
Interest rate swaps of C$ LIBOR debt
|
50
|
|
3.7% - 4.3%
|
Nov. 2021
|
1
|
|
||
|
Interest rate swaps on forecasted fixed rate debt
|
100
|
|
4.0%
|
Jun. 2019
|
(153
|
)
|
||
Dec. 31, 2017
|
Interest rate caps of US$ LIBOR debt
|
$
|
1,958
|
|
2.3% - 3.5%
|
May 2018 - Oct. 2020
|
$
|
1
|
|
|
Interest rate swaps of US$ LIBOR debt
|
1,692
|
|
0.7% - 2.2%
|
Jun. 2018 - Mar. 2022
|
19
|
|
||
|
Interest rate caps of £ LIBOR debt
|
452
|
|
1.3%
|
Dec. 2019
|
—
|
|
||
|
Interest rate swaps of £ LIBOR debt
|
71
|
|
1.5%
|
Apr. 2020
|
1
|
|
||
|
Interest rate swaps of C$ LIBOR debt
|
50
|
|
3.7% - 4.3%
|
Nov. 2021
|
1
|
|
||
|
Interest rate swaps on forecasted fixed rate debt
|
100
|
|
4.0%
|
Jun. 2029
|
(13
|
)
|
(US$ Millions)
|
Hedging item
|
|
Notional
|
|
Rates
|
Maturity dates
|
Fair value
|
|
|
Sep. 30, 2018
|
Net investment hedges
|
€
|
345
|
|
€0.78/$ - €0.85/$
|
Dec. 2018 - Sep. 2019
|
$
|
10
|
|
|
Net investment hedges
|
£
|
2,361
|
|
£0.70/$ - £0.78/$
|
Oct. 2018 - Nov. 2019
|
49
|
|
|
|
Net investment hedges
|
A$
|
687
|
|
A$1.28/$ - A$1.40/$
|
Oct. 2018 - Nov. 2019
|
(3
|
)
|
|
|
Net investment hedges
|
C¥
|
2,672
|
|
C¥6.42/$ - C¥6.94/$
|
Nov. 2018 - Aug. 2019
|
11
|
|
|
|
Net investment hedges
|
C$
|
118
|
|
C$1.31/$
|
Oct. 2018 - Dec. 2018
|
(1
|
)
|
|
|
Net investment hedges
|
₩
|
616,289
|
|
₩1,095.80/$ - ₩1,109.82/$
|
Dec. 2018 - Sep. 2019
|
1
|
|
|
|
Net investment hedges
|
Rs
|
30,543
|
|
Rs67.44/$ - Rs69.71/$
|
Oct. 2018 - May 2019
|
33
|
|
|
|
Net investment hedges
|
£
|
77
|
|
£0.88/€ - £0.92/€
|
Jan. 2019 - Feb. 2020
|
(1
|
)
|
|
|
Cross currency swap on C$ LIBOR debt
|
C$
|
300
|
|
C$1.33/$
|
Jul. 2023
|
5
|
|
|
Dec 31, 2017
|
Net investment hedges
|
€
|
191
|
|
€0.83/$ - €0.92/$
|
Jan. 2018 - Dec. 2018
|
$
|
(7
|
)
|
|
Net investment hedges
|
£
|
2,923
|
|
£0.73/$ - £0.81/$
|
Jan. 2018 - Jan. 2019
|
(237
|
)
|
|
|
Net investment hedges
|
A$
|
768
|
|
A$1.26/$ - A$1.38/$
|
Jan. 2018 - Feb. 2019
|
(21
|
)
|
|
|
Net investment hedges
|
C¥
|
1,165
|
|
C¥6.71/$ - C¥7.09/$
|
Jan. 2018 - Dec. 2018
|
(7
|
)
|
|
|
Net investment hedges
|
C$
|
127
|
|
C$1.25/$ - C$1.26/$
|
Oct. 2018 - Dec. 2018
|
—
|
|
|
|
Cash flow hedges
|
C$
|
150
|
|
C$1.27/$
|
Apr. 2018
|
1
|
|
|
|
Net investment hedges
|
₩
|
616,289
|
|
₩1,084.95/$ - ₩1,127.75/$
|
Aug. 2018 - Jan. 2019
|
(26
|
)
|
|
|
Cash flow hedges
|
Rs
|
771
|
|
Rs65.24/$
|
Mar. 2018
|
—
|
|
(US$ Millions)
|
Derivative type
|
Notional
|
|
Rates
|
|
Maturity
dates
|
Fair value
|
|
||
Sep. 30, 2018
|
Interest rate caps
|
$
|
4,691
|
|
2.8% - 5.8%
|
|
Oct. 2018 - Oct. 2021
|
$
|
1
|
|
|
Interest rate swaps on forecasted fixed rate debt
|
1,660
|
|
2.3% - 6.0%
|
|
Nov. 2018 - Jun. 2030
|
12
|
|
||
|
Interest rate swaps of US$ LIBOR debt
|
800
|
|
2.4% - 2.7%
|
|
Jul. 2019 - Nov. 2020
|
(3
|
)
|
||
|
Interest rate swaptions
|
335
|
|
1.0
|
%
|
Nov. 2018 - Nov. 2028
|
—
|
|
||
Dec. 31, 2017
|
Interest rate caps
|
$
|
5,351
|
|
2.5% - 5.8%
|
|
Jan. 2018 - Oct. 2020
|
$
|
1
|
|
|
Interest rate swaps on forecasted fixed rate debt
|
1,660
|
|
1.9% - 6.0%
|
|
Jun. 2028 - Dec. 2029
|
(194
|
)
|
||
|
Interest rate swaps of US$ LIBOR debt
|
1,050
|
|
1.4% - 1.6%
|
|
Sep. 2018 - Nov. 2020
|
10
|
|
||
|
Interest rate swaptions
|
560
|
|
1.0
|
%
|
Jun. 2018 - Nov. 2018
|
—
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec 31, 2017
|
|
||
Balances outstanding with related parties:
|
|
|
||||
Participating loan interests
|
$
|
266
|
|
$
|
517
|
|
Net (payables)/receivables within equity accounted investments
|
(23
|
)
|
(49
|
)
|
||
Loans and notes receivable
(1)
|
72
|
|
96
|
|
||
Receivables and other assets
|
9
|
|
11
|
|
||
Deposit and promissory note from Brookfield Asset Management
|
(733
|
)
|
(633
|
)
|
||
Property-specific debt obligations
|
(383
|
)
|
(415
|
)
|
||
Loans and notes payable and other liabilities
|
(211
|
)
|
(156
|
)
|
||
Capital securities held by Brookfield Asset Management
(2)
|
(750
|
)
|
(1,250
|
)
|
||
Preferred shares held by Brookfield Asset Management
|
(15
|
)
|
(15
|
)
|
(1)
|
At
September 30, 2018
, includes
$72 million
(
December 31, 2017
-
$96 million
) receivable from Brookfield Asset Management upon the earlier of our partnership’s exercise of its option to convert its participating loan interests into direct ownership of the Australian portfolio or the maturity of the participating loan interests.
|
(2)
|
During the third quarter of 2018, the Brookfield BPY Holdings Inc. Class C Junior Preferred shares, held by Brookfield Asset Management, were redeemed .
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Transactions with related parties:
|
|
|
|
|
||||||||
Commercial property revenue
(1)
|
$
|
4
|
|
$
|
4
|
|
$
|
14
|
|
$
|
14
|
|
Management fee income
|
1
|
|
1
|
|
4
|
|
4
|
|
||||
Participating loan interests (including fair value gains, net)
|
13
|
|
33
|
|
45
|
|
77
|
|
||||
Interest expense on debt obligations
|
9
|
|
3
|
|
29
|
|
21
|
|
||||
Interest on capital securities held by Brookfield Asset Management
|
16
|
|
26
|
|
54
|
|
64
|
|
||||
General and administrative expense
(2)
|
57
|
|
51
|
|
153
|
|
151
|
|
||||
Construction costs
(3)
|
64
|
|
99
|
|
289
|
|
243
|
|
(1)
|
Amounts received from Brookfield Asset Management and its subsidiaries for the rental of office premises.
|
(2)
|
Includes amounts paid to Brookfield Asset Management and its subsidiaries for management fees, management fees associated with the partnership’s private fund investments, and administrative services.
|
(3)
|
Includes amounts paid to Brookfield Asset Management and its subsidiaries for construction costs of development properties.
|
Unaudited
|
|
|
As at
|
|||||
(US$ Millions)
|
Note
|
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Assets
|
|
|
|
|
||||
Non-current assets
|
|
|
|
|
||||
Investment properties
|
5
|
|
$
|
73,957
|
|
$
|
51,357
|
|
Equity accounted investments
|
6
|
|
21,940
|
|
19,761
|
|
||
Participating loan interests
|
7
|
|
266
|
|
517
|
|
||
Property, plant and equipment
|
8
|
|
6,863
|
|
5,457
|
|
||
Goodwill
|
9
|
|
1,124
|
|
1,079
|
|
||
Intangible assets
|
10
|
|
1,214
|
|
1,188
|
|
||
Other non-current assets
|
11
|
|
1,143
|
|
898
|
|
||
Loans and notes receivable
|
|
|
446
|
|
178
|
|
||
Total non-current assets
|
|
|
106,953
|
|
80,435
|
|
||
Current assets
|
|
|
|
|
||||
Loans and notes receivable
|
|
|
105
|
|
7
|
|
||
Accounts receivable and other
|
12
|
|
1,690
|
|
981
|
|
||
Cash and cash equivalents
|
|
|
2,444
|
|
1,491
|
|
||
Total current assets
|
|
|
4,239
|
|
2,479
|
|
||
Assets held for sale
|
13
|
|
391
|
|
1,433
|
|
||
Total assets
|
|
|
$
|
111,583
|
|
$
|
84,347
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
||||
Non-current liabilities
|
|
|
|
|
||||
Debt obligations
|
14
|
|
$
|
49,909
|
|
$
|
30,749
|
|
Capital securities
|
15
|
|
2,900
|
|
2,839
|
|
||
Other non-current liabilities
|
17
|
|
1,519
|
|
918
|
|
||
Deferred tax liabilities
|
|
|
2,659
|
|
2,888
|
|
||
Total non-current liabilities
|
|
|
56,987
|
|
37,394
|
|
||
Current liabilities
|
|
|
|
|
||||
Debt obligations
|
14
|
|
4,472
|
|
6,135
|
|
||
Capital securities
|
15
|
|
824
|
|
1,326
|
|
||
Accounts payable and other liabilities
|
18
|
|
3,394
|
|
3,052
|
|
||
Total current liabilities
|
|
|
8,690
|
|
10,513
|
|
||
Liabilities associated with assets held for sale
|
13
|
|
148
|
|
1,316
|
|
||
Total liabilities
|
|
|
65,825
|
|
49,223
|
|
||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Limited partners
|
19
|
|
11,212
|
|
7,395
|
|
||
General partner
|
19
|
|
4
|
|
6
|
|
||
Non-controlling interests attributable to:
|
|
|
|
|
||||
Redeemable/exchangeable and special limited partnership units
|
19,20
|
|
12,683
|
|
14,500
|
|
||
Limited partnership units of Brookfield Office Properties Exchange LP
|
19,20
|
|
98
|
|
285
|
|
||
Class A shares of Brookfield Property REIT Inc. (“BPR”)
|
19,20
|
|
4,277
|
|
—
|
|
||
Interests of others in operating subsidiaries and properties
|
20
|
|
17,484
|
|
12,938
|
|
||
Total equity
|
|
|
45,758
|
|
35,124
|
|
||
Total liabilities and equity
|
|
|
$
|
111,583
|
|
$
|
84,347
|
|
Unaudited
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions, except per unit amounts)
|
Note
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Commercial property revenue
|
21
|
$
|
1,251
|
|
$
|
1,066
|
|
$
|
3,478
|
|
$
|
3,111
|
|
Hospitality revenue
|
22
|
502
|
|
410
|
|
1,460
|
|
1,214
|
|
||||
Investment and other revenue
|
23
|
75
|
|
34
|
|
161
|
|
232
|
|
||||
Total revenue
|
|
1,828
|
|
1,510
|
|
5,099
|
|
4,557
|
|
||||
Direct commercial property expense
|
24
|
478
|
|
419
|
|
1,308
|
|
1,201
|
|
||||
Direct hospitality expense
|
25
|
315
|
|
249
|
|
942
|
|
788
|
|
||||
Investment and other expense
|
|
17
|
|
1
|
|
17
|
|
123
|
|
||||
Interest expense
|
|
632
|
|
493
|
|
1,689
|
|
1,475
|
|
||||
Depreciation and amortization
|
26
|
81
|
|
69
|
|
229
|
|
201
|
|
||||
General and administrative expense
|
27
|
241
|
|
147
|
|
593
|
|
454
|
|
||||
Total expenses
|
|
1,764
|
|
1,378
|
|
4,778
|
|
4,242
|
|
||||
Fair value gains, net
|
28
|
556
|
|
339
|
|
1,943
|
|
717
|
|
||||
Share of net earnings from equity accounted investments
|
6
|
65
|
|
371
|
|
581
|
|
897
|
|
||||
Income before income taxes
|
|
685
|
|
842
|
|
2,845
|
|
1,929
|
|
||||
Income tax (benefit) expense
|
16
|
(37
|
)
|
183
|
|
49
|
|
419
|
|
||||
Net income
|
|
$
|
722
|
|
$
|
659
|
|
$
|
2,796
|
|
$
|
1,510
|
|
|
|
|
|
|
|
||||||||
Net income attributable to:
|
|
|
|
|
|
||||||||
Limited partners
|
|
$
|
144
|
|
$
|
61
|
|
$
|
532
|
|
$
|
88
|
|
General partner
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Non-controlling interests attributable to:
|
|
|
|
|
|
||||||||
Redeemable/exchangeable and special limited partnership units
|
|
206
|
|
104
|
|
857
|
|
149
|
|
||||
Limited partnership units of Brookfield Office Properties Exchange LP
|
|
2
|
|
3
|
|
16
|
|
4
|
|
||||
Class A shares of Brookfield Property REIT Inc.
|
|
28
|
|
—
|
|
39
|
|
—
|
|
||||
Interests of others in operating subsidiaries and properties
|
|
342
|
|
491
|
|
1,352
|
|
1,269
|
|
||||
Total
|
|
$
|
722
|
|
$
|
659
|
|
$
|
2,796
|
|
$
|
1,510
|
|
|
|
|
|
|
|
||||||||
Net income per LP Unit:
|
|
|
|
|
|
||||||||
Basic
|
19
|
$
|
0.44
|
|
$
|
0.22
|
|
$
|
1.79
|
|
$
|
0.31
|
|
Diluted
|
19
|
$
|
0.43
|
|
$
|
0.22
|
|
$
|
1.77
|
|
$
|
0.31
|
|
Unaudited
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
Note
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income
|
|
$
|
722
|
|
$
|
659
|
|
$
|
2,796
|
|
$
|
1,510
|
|
Other comprehensive income (loss)
|
30
|
|
|
|
|
||||||||
Items that may be reclassified to net income:
|
|
|
|
|
|
||||||||
Foreign currency translation
|
|
(189
|
)
|
278
|
|
(690
|
)
|
573
|
|
||||
Cash flow hedges
|
|
9
|
|
1
|
|
62
|
|
40
|
|
||||
Available-for-sale securities
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
||||
Equity accounted investments
|
|
8
|
|
5
|
|
29
|
|
8
|
|
||||
Items that will not be reclassified to net income:
|
|
|
|
|
|
||||||||
Securities - fair value through other comprehensive income ("FVTOCI")
|
|
(1
|
)
|
—
|
|
(5
|
)
|
—
|
|
||||
Remeasurement of defined benefit obligations
|
|
—
|
|
—
|
|
2
|
|
(2
|
)
|
||||
Revaluation surplus
|
|
1
|
|
—
|
|
3
|
|
—
|
|
||||
Total other comprehensive income (loss)
|
|
(172
|
)
|
283
|
|
(599
|
)
|
619
|
|
||||
Total comprehensive income (loss)
|
|
$
|
550
|
|
$
|
942
|
|
$
|
2,197
|
|
$
|
2,129
|
|
|
|
|
|
|
|
||||||||
Comprehensive income attributable to:
|
|
|
|
|
|
||||||||
Limited partners
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
144
|
|
$
|
61
|
|
$
|
532
|
|
$
|
88
|
|
Other comprehensive income (loss)
|
|
(37
|
)
|
77
|
|
(136
|
)
|
145
|
|
||||
|
|
107
|
|
138
|
|
396
|
|
233
|
|
||||
Non-controlling interests
|
|
|
|
|
|
||||||||
Redeemable/exchangeable and special limited partnership units
|
|
|
|
|
|
||||||||
Net income
|
|
206
|
|
104
|
|
857
|
|
149
|
|
||||
Other comprehensive income (loss)
|
|
(49
|
)
|
131
|
|
(219
|
)
|
247
|
|
||||
|
|
157
|
|
235
|
|
638
|
|
396
|
|
||||
Limited partnership units of Brookfield Office Properties Exchange LP
|
|
|
|
|
|
||||||||
Net income
|
|
2
|
|
3
|
|
16
|
|
4
|
|
||||
Other comprehensive income (loss)
|
|
—
|
|
3
|
|
(4
|
)
|
6
|
|
||||
|
|
2
|
|
6
|
|
12
|
|
10
|
|
||||
Class A shares of Brookfield Property REIT Inc.
|
|
|
|
|
|
||||||||
Net income
|
|
28
|
|
—
|
|
39
|
|
—
|
|
||||
Other comprehensive income (loss)
|
|
(10
|
)
|
—
|
|
(10
|
)
|
—
|
|
||||
|
|
18
|
|
—
|
|
$
|
29
|
|
$
|
—
|
|
||
Interests of others in operating subsidiaries and properties
|
|
|
|
|
|
||||||||
Net income
|
|
342
|
|
491
|
|
1,352
|
|
1,269
|
|
||||
Other comprehensive income (loss)
|
|
(76
|
)
|
72
|
|
(230
|
)
|
221
|
|
||||
|
|
266
|
|
563
|
|
1,122
|
|
1,490
|
|
||||
Total comprehensive income
|
|
$
|
550
|
|
$
|
942
|
|
$
|
2,197
|
|
$
|
2,129
|
|
|
Limited partners
|
|
General partner
|
|
Non-controlling interests
|
|
|||||||||||||||||||||||||||||||||||||||||
Unaudited
(US$ Millions)
|
Capital
|
Retained earnings
|
Ownership Changes
|
Accumulated other comprehensive (loss) income
|
Total limited partners equity
|
|
Capital
|
Retained earnings
|
Ownership Changes
|
Accumulated other comprehensive (loss) income
|
Total general partner equity
|
|
Redeemable /
exchangeable and special limited partnership units
|
Limited partnership units of Brookfield Office Properties Exchange LP
|
Class A shares of Brookfield Property REIT Inc.
|
Interests of others in operating subsidiaries and properties
|
Total equity
|
||||||||||||||||||||||||||||||
Balance as at Dec 31, 2017
|
$
|
5,613
|
|
$
|
1,878
|
|
$
|
140
|
|
$
|
(236
|
)
|
$
|
7,395
|
|
|
$
|
4
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
|
$
|
14,500
|
|
$
|
285
|
|
$
|
—
|
|
$
|
12,938
|
|
$
|
35,124
|
|
Net income
|
—
|
|
532
|
|
—
|
|
|
532
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
857
|
|
16
|
|
39
|
|
1,352
|
|
2,796
|
|
||||||||||||||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
(136
|
)
|
(136
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(219
|
)
|
(4
|
)
|
(10
|
)
|
(230
|
)
|
(599
|
)
|
|||||||||||||||
Total comprehensive income (loss)
|
—
|
|
532
|
|
—
|
|
(136
|
)
|
396
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
638
|
|
12
|
|
29
|
|
1,122
|
|
2,197
|
|
|||||||||||||||
Distributions
|
—
|
|
(278
|
)
|
—
|
|
—
|
|
(278
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(413
|
)
|
(8
|
)
|
(51
|
)
|
(794
|
)
|
(1,544
|
)
|
|||||||||||||||
Issuance / repurchase of interests in operating subsidiaries
|
2,202
|
|
(1
|
)
|
112
|
|
—
|
|
2,313
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
63
|
|
1
|
|
3,386
|
|
4,218
|
|
9,981
|
|
|||||||||||||||
Exchange of exchangeable units
|
156
|
|
—
|
|
19
|
|
(2
|
)
|
173
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
30
|
|
(203
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
Conversion of Class A shares of Brookfield Property REIT Inc.
|
306
|
|
—
|
|
2
|
|
—
|
|
308
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
3
|
|
—
|
|
(311
|
)
|
—
|
|
—
|
|
||||||||||||||||
Change in relative interests of non-controlling interests
|
—
|
|
—
|
|
971
|
|
(66
|
)
|
905
|
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
(2
|
)
|
|
(2,138
|
)
|
11
|
|
1,224
|
|
—
|
|
—
|
|
|||||||||||||||
Balance as at Sep. 30, 2018
|
$
|
8,277
|
|
$
|
2,131
|
|
$
|
1,244
|
|
$
|
(440
|
)
|
$
|
11,212
|
|
|
$
|
4
|
|
$
|
2
|
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
4
|
|
|
$
|
12,683
|
|
$
|
98
|
|
$
|
4,277
|
|
$
|
17,484
|
|
$
|
45,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Balance as at Dec 31, 2016
|
$
|
5,743
|
|
$
|
2,085
|
|
$
|
127
|
|
$
|
(419
|
)
|
$
|
7,536
|
|
|
$
|
4
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
|
$
|
14,523
|
|
$
|
293
|
|
$
|
—
|
|
$
|
11,803
|
|
$
|
34,161
|
|
Net income
|
—
|
|
88
|
|
—
|
|
—
|
|
88
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
149
|
|
4
|
|
—
|
|
1,269
|
|
1,510
|
|
|||||||||||||||
Other comprehensive (loss)
|
—
|
|
—
|
|
—
|
|
145
|
|
145
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
247
|
|
6
|
|
—
|
|
221
|
|
619
|
|
|||||||||||||||
Total comprehensive income (loss)
|
—
|
|
88
|
|
—
|
|
145
|
|
233
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
396
|
|
10
|
|
—
|
|
1,490
|
|
2,129
|
|
|||||||||||||||
Distributions
|
—
|
|
(226
|
)
|
—
|
|
—
|
|
(226
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(387
|
)
|
(10
|
)
|
—
|
|
(1,219
|
)
|
(1,842
|
)
|
|||||||||||||||
Issuance / repurchase of interest in operating subsidiaries
|
(136
|
)
|
(39
|
)
|
12
|
|
—
|
|
(163
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(46
|
)
|
—
|
|
—
|
|
711
|
|
502
|
|
|||||||||||||||
Exchange of exchangeable units
|
6
|
|
—
|
|
—
|
|
—
|
|
6
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
(7
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
Balance as at Sep. 30, 2017
|
$
|
5,613
|
|
$
|
1,908
|
|
$
|
139
|
|
$
|
(274
|
)
|
$
|
7,386
|
|
|
$
|
4
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
|
$
|
14,487
|
|
$
|
286
|
|
$
|
—
|
|
$
|
12,785
|
|
$
|
34,950
|
|
Unaudited
|
|
|
Nine Months Ended Sep. 30,
|
|
||||
(US$ Millions)
|
Note
|
|
2018
|
|
2017
|
|
||
Operating activities
|
|
|
|
|
||||
Net income
|
|
|
$
|
2,796
|
|
$
|
1,510
|
|
Share of equity accounted earnings, net of distributions
|
|
|
(219
|
)
|
(660
|
)
|
||
Fair value (gains), net
|
28
|
|
(1,943
|
)
|
(717
|
)
|
||
Deferred income tax expense
|
16
|
|
(57
|
)
|
314
|
|
||
Depreciation and amortization
|
26
|
|
229
|
|
201
|
|
||
Working capital and other
|
|
|
342
|
|
(261
|
)
|
||
|
|
|
1,148
|
|
387
|
|
||
Financing activities
|
|
|
|
|
||||
Debt obligations, issuance
|
|
|
16,704
|
|
13,918
|
|
||
Debt obligations, repayments
|
|
|
(12,933
|
)
|
(11,355
|
)
|
||
Capital securities issued
|
|
|
—
|
|
249
|
|
||
Capital securities redeemed
|
|
|
(555
|
)
|
(297
|
)
|
||
Non-controlling interests, issued
|
|
|
1,643
|
|
1,719
|
|
||
Non-controlling interests, purchased
|
|
|
—
|
|
(483
|
)
|
||
Limited partnership units, issued
|
|
|
500
|
|
—
|
|
||
Limited partnership units, repurchased
|
|
|
(14
|
)
|
(136
|
)
|
||
Distributions to non-controlling interests in operating subsidiaries
|
|
|
(765
|
)
|
(1,198
|
)
|
||
Distributions to limited partnership unitholders
|
|
|
(278
|
)
|
(226
|
)
|
||
Distributions to redeemable/exchangeable and special limited partnership unitholders
|
|
|
(413
|
)
|
(387
|
)
|
||
Distributions to holders of Brookfield Office Properties Exchange LP units
|
|
|
(8
|
)
|
(10
|
)
|
||
Distributions to holders of Class A shares of Brookfield Property REIT Inc.
|
|
|
(51
|
)
|
—
|
|
||
|
|
|
3,830
|
|
1,794
|
|
||
Investing activities
|
|
|
|
|
||||
Investment properties and subsidiaries, proceeds of dispositions
|
|
|
2,028
|
|
1,515
|
|
||
Property acquisitions and capital expenditures
|
|
|
(6,781
|
)
|
(3,739
|
)
|
||
Investment in equity accounted investments
|
|
|
(424
|
)
|
(471
|
)
|
||
Proceeds from sale and distributions of equity accounted investments and participating loan interests
|
|
|
571
|
|
891
|
|
||
Financial assets and other
|
|
|
(58
|
)
|
(262
|
)
|
||
Property, plant and equipment investments, net of dispositions
|
|
|
172
|
|
(187
|
)
|
||
Cash acquired in business combinations, net of cash impact from deconsolidation
|
|
|
563
|
|
(55
|
)
|
||
Restricted cash and deposits
|
|
|
(55
|
)
|
34
|
|
||
|
|
|
(3,984
|
)
|
(2,274
|
)
|
||
Cash and cash equivalents
|
|
|
|
|
||||
Net change in cash and cash equivalents during the period
|
|
|
994
|
|
(93
|
)
|
||
Effect of exchange rate fluctuations on cash and cash equivalents held in foreign currencies
|
|
|
(41
|
)
|
35
|
|
||
Balance, beginning of period
|
|
|
1,491
|
|
1,456
|
|
||
Balance, end of period
|
|
|
$
|
2,444
|
|
$
|
1,398
|
|
|
|
|
|
|
||||
Supplemental cash flow information
|
|
|
|
|
||||
Cash paid for:
|
|
|
|
|
||||
Income taxes
|
|
|
$
|
106
|
|
$
|
55
|
|
Interest (excluding dividends on capital securities)
|
|
|
$
|
1,449
|
|
$
|
1,150
|
|
a)
|
Statement of compliance
|
b)
|
Basis of presentation
|
c)
|
Change in operating segments
|
d)
|
Adoption of Accounting Standards
|
e)
|
Estimates
|
f)
|
Future Accounting Policy
|
•
|
88 million LP Units with a fair value of $1,786 million determined with reference to the trading price of the LP Units on the closing date;
|
•
|
161 million BPR Units with a fair value of $3,383 million determined with reference to the initial trading price of the BPR Unit;
|
•
|
Cash consideration of $200 million; and
|
•
|
Share-based payment awards to GGP employees with a fair value of $28 million.
|
(US$ Millions)
|
GGP
|
|
|
Investment properties
|
$
|
17,991
|
|
Equity accounted investments
|
10,850
|
|
|
Property, plant and equipment
|
56
|
|
|
Accounts receivable and other
|
579
|
|
|
Cash and cash equivalents
|
423
|
|
|
Total assets
|
29,899
|
|
|
Less:
|
|
||
Debt obligations
|
(13,147
|
)
|
|
Accounts payable and other
|
(830
|
)
|
|
Deferred tax liabilities
|
(161
|
)
|
|
Non-controlling interests
(1)
|
(1,938
|
)
|
|
Net assets acquired
|
$
|
13,823
|
|
Consideration
(2)
|
$
|
13,166
|
|
Transaction costs
|
2
|
|
(1)
|
Includes non-controlling interests in a subsidiary of BPR measured as the proportionate share of the fair value of the assets, liabilities and contingent liabilities on the date of acquisition.
|
(2)
|
Includes the acquisition date fair value of the partnership’s previously held equity interest in GGP of $7,770 million.
|
•
|
On February 1, 2018, the partnership acquired a portfolio of 105
extended-stay hotel properties across the United States (“Extended-Stay Hotel Portfolio”) for total consideration of
$764 million
.
|
•
|
On February 1, 2018, the partnership acquired a portfolio of 15 student housing properties in the United Kingdom (“UK Student Housing IV”), for total consideration of
£527 million
(
$752 million
).
|
•
|
On August 3, 2018, the partnership acquired a 100% leasehold interest in 666 Fifth Avenue, a commercial office asset in New York, for consideration of
$1,252 million
.
|
(US$ Millions)
|
Extended- Stay Hotel Portfolio
|
|
UK Student Housing IV
|
|
666 Fifth Avenue
(3)
|
|
Other
|
|
Total
|
|
|||||
Date of acquisition
|
2/1/2018
|
|
2/1/2018
|
|
8/3/2018
|
|
Various
|
|
|
||||||
Investment properties
|
$
|
—
|
|
$
|
742
|
|
$
|
1,246
|
|
$
|
3,418
|
|
$
|
5,406
|
|
Property, plant and equipment
|
768
|
|
2
|
|
—
|
|
600
|
|
1,370
|
|
|||||
Goodwill
|
—
|
|
—
|
|
—
|
|
92
|
|
92
|
|
|||||
Intangible assets
|
—
|
|
—
|
|
—
|
|
54
|
|
54
|
|
|||||
Accounts receivable and other
|
7
|
|
53
|
|
10
|
|
542
|
|
612
|
|
|||||
Cash and cash equivalents
|
2
|
|
18
|
|
—
|
|
132
|
|
152
|
|
|||||
Total assets
|
777
|
|
815
|
|
1,256
|
|
4,838
|
|
7,686
|
|
|||||
Less:
|
|
|
|
|
|
||||||||||
Debt obligations
|
—
|
|
—
|
|
—
|
|
(1,163
|
)
|
(1,163
|
)
|
|||||
Accounts payable and other
|
(13
|
)
|
(63
|
)
|
(4
|
)
|
(283
|
)
|
(363
|
)
|
|||||
Deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
(44
|
)
|
(44
|
)
|
|||||
Non-controlling interests
(1)
|
—
|
|
—
|
|
—
|
|
(53
|
)
|
(53
|
)
|
|||||
Net assets acquired
|
$
|
764
|
|
$
|
752
|
|
$
|
1,252
|
|
$
|
3,295
|
|
$
|
6,063
|
|
Consideration
(2)
|
$
|
764
|
|
$
|
752
|
|
$
|
1,252
|
|
$
|
3,056
|
|
$
|
5,824
|
|
Transaction costs
|
$
|
9
|
|
$
|
7
|
|
$
|
44
|
|
$
|
55
|
|
$
|
115
|
|
(1)
|
Includes non-controlling interests recognized on business combinations measured as the proportionate share of the fair value of the assets, liabilities and contingent liabilities on the date of acquisition.
|
(2)
|
Includes consideration paid with funds received from issuance of non-controlling interests to certain institutional investors in funds sponsored by Brookfield Asset Management.
|
(3)
|
The valuation of the investment property was still under evaluation by the partnership. Accordingly, this business combination has been accounted for on a provisional basis.
|
|
Nine months ended Sep. 30, 2018
|
Year ended Dec. 31, 2017
|
||||||||||||||||
(US$ Millions)
|
Commercial properties
|
|
Commercial developments
|
|
Total
|
|
Commercial properties
|
|
Commercial developments
|
|
Total
|
|
||||||
Balance, beginning of period
|
$
|
48,780
|
|
$
|
2,577
|
|
$
|
51,357
|
|
$
|
45,699
|
|
$
|
3,085
|
|
$
|
48,784
|
|
Changes resulting from:
|
|
|
|
|
|
|
||||||||||||
Property acquisitions
(1)
|
22,479
|
|
936
|
|
23,415
|
|
5,545
|
|
107
|
|
5,652
|
|
||||||
Capital expenditures
|
614
|
|
837
|
|
1,451
|
|
905
|
|
990
|
|
1,895
|
|
||||||
Property dispositions
(2)
|
(647
|
)
|
(3
|
)
|
(650
|
)
|
(1,240
|
)
|
(675
|
)
|
(1,915
|
)
|
||||||
Fair value gains, net
|
626
|
|
454
|
|
1,080
|
|
347
|
|
202
|
|
549
|
|
||||||
Foreign currency translation
|
(1,165
|
)
|
(98
|
)
|
(1,263
|
)
|
1,121
|
|
159
|
|
1,280
|
|
||||||
Transfer between commercial properties and commercial developments
|
688
|
|
(688
|
)
|
—
|
|
1,038
|
|
(1,038
|
)
|
—
|
|
||||||
Reclassifications to assets held for sale and other changes
|
(1,435
|
)
|
2
|
|
(1,433
|
)
|
(4,635
|
)
|
(253
|
)
|
(4,888
|
)
|
||||||
Balance, end of period
|
$
|
69,940
|
|
$
|
4,017
|
|
$
|
73,957
|
|
$
|
48,780
|
|
$
|
2,577
|
|
$
|
51,357
|
|
(1)
|
Includes the commercial properties and developments from the GGP acquisition. See Note 3, Acquisition of GGP Inc. for further information.
|
(2)
|
Property dispositions represent the carrying value on date of sale.
|
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
|||||||||
Consolidated properties
|
Primary valuation method
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon (years)
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon (years)
|
|
Core Office
|
|
|
|
|
|
|
|
|||||
United States
|
Discounted cash flow
|
7.0
|
%
|
5.6
|
%
|
12
|
7.0
|
%
|
5.8
|
%
|
13
|
|
Canada
|
Discounted cash flow
|
6.0
|
%
|
5.5
|
%
|
10
|
6.1
|
%
|
5.5
|
%
|
10
|
|
Australia
|
Discounted cash flow
|
6.9
|
%
|
6.1
|
%
|
10
|
7.0
|
%
|
6.1
|
%
|
10
|
|
Brazil
|
Discounted cash flow
|
9.6
|
%
|
7.6
|
%
|
7
|
9.7
|
%
|
7.6
|
%
|
7
|
|
Core Retail
(1)
|
Discounted cash flow
|
7.1
|
%
|
6.0
|
%
|
10
|
—
|
%
|
—
|
%
|
—
|
|
LP Investments- Office
(2)
|
Discounted cash flow
|
10.1
|
%
|
7.0
|
%
|
6
|
10.2
|
%
|
7.5
|
%
|
7
|
|
LP Investments- Retail
|
Discounted cash flow
|
8.9
|
%
|
7.7
|
%
|
10
|
9.0
|
%
|
8.0
|
%
|
10
|
|
Industrial
|
Discounted cash flow
|
6.6
|
%
|
5.7
|
%
|
10
|
6.8
|
%
|
6.2
|
%
|
10
|
|
Mixed-use
(2)
|
Discounted cash flow
|
8.2
|
%
|
5.4
|
%
|
10
|
8.4
|
%
|
5.3
|
%
|
10
|
|
Multifamily
(3)
|
Direct capitalization
|
4.8
|
%
|
n/a
|
|
n/a
|
4.8
|
%
|
n/a
|
|
n/a
|
|
Triple Net Lease
(3)
|
Direct capitalization
|
6.3
|
%
|
n/a
|
|
n/a
|
6.4
|
%
|
n/a
|
|
n/a
|
|
Self-storage
(3)
|
Direct capitalization
|
5.7
|
%
|
n/a
|
|
n/a
|
5.8
|
%
|
n/a
|
|
n/a
|
|
Student Housing
(3)
|
Direct capitalization
|
5.5
|
%
|
n/a
|
|
n/a
|
5.8
|
%
|
n/a
|
|
n/a
|
|
Manufactured Housing
(3)
|
Direct capitalization
|
5.4
|
%
|
n/a
|
|
n/a
|
5.8
|
%
|
n/a
|
|
n/a
|
|
(1)
|
The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not held by the partnership. Subsequent to this transaction, the partnership is consolidating the financial results of GGP. Please see Note 3, Acquisition of GGP Inc., for further information.
|
(2)
|
In the third quarter of 2018, the valuation metrics for International Finance Center Seoul (“IFC”) are reported under the mixed-use sector. The valuation metrics for LP Investments- Office have been updated for both periods presented.
|
(3)
|
The valuation method used to value multifamily, triple net lease, self-storage, student housing, and manufactured housing properties is the direct capitalization method. The rates presented as the discount rate relate to the overall implied capitalization rate. The terminal capitalization rate and investment horizon are not applicable.
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||||||||||||||||
|
|
|
Level 3
|
|
|
Level 3
|
||||||||||||||||||
(US$ Millions)
|
Level 1
|
|
Level 2
|
|
Commercial properties
|
|
Commercial developments
|
|
Level 1
|
|
Level 2
|
|
Commercial properties
|
|
Commercial developments
|
|
||||||||
Core Office
|
|
|
|
|
|
|
|
|
||||||||||||||||
United States
|
$
|
—
|
|
$
|
—
|
|
$
|
14,105
|
|
$
|
1,148
|
|
$
|
—
|
|
$
|
—
|
|
$
|
14,259
|
|
$
|
568
|
|
Canada
|
—
|
|
—
|
|
4,238
|
|
110
|
|
—
|
|
—
|
|
4,493
|
|
104
|
|
||||||||
Australia
|
—
|
|
—
|
|
2,843
|
|
49
|
|
—
|
|
—
|
|
2,472
|
|
8
|
|
||||||||
Europe
|
—
|
|
—
|
|
130
|
|
1,209
|
|
—
|
|
—
|
|
120
|
|
920
|
|
||||||||
Brazil
|
—
|
|
—
|
|
302
|
|
—
|
|
—
|
|
—
|
|
327
|
|
—
|
|
||||||||
Core Retail
(1)
|
—
|
|
—
|
|
17,721
|
|
309
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
LP Investments
|
|
|
|
|
|
|
|
|
||||||||||||||||
LP Investments- Office
(2)
|
—
|
|
—
|
|
7,980
|
|
428
|
|
—
|
|
—
|
|
6,044
|
|
231
|
|
||||||||
LP Investments- Retail
|
—
|
|
—
|
|
3,493
|
|
6
|
|
—
|
|
—
|
|
3,406
|
|
6
|
|
||||||||
Industrial
|
—
|
|
—
|
|
2,341
|
|
459
|
|
—
|
|
—
|
|
1,409
|
|
533
|
|
||||||||
Multifamily
|
—
|
|
—
|
|
4,107
|
|
—
|
|
—
|
|
—
|
|
3,925
|
|
—
|
|
||||||||
Triple Net Lease
|
—
|
|
—
|
|
4,974
|
|
—
|
|
—
|
|
—
|
|
4,804
|
|
—
|
|
||||||||
Self-storage
|
—
|
|
—
|
|
799
|
|
79
|
|
—
|
|
—
|
|
1,796
|
|
58
|
|
||||||||
Student Housing
|
—
|
|
—
|
|
2,040
|
|
220
|
|
—
|
|
—
|
|
1,204
|
|
149
|
|
||||||||
Manufactured Housing
|
—
|
|
—
|
|
2,356
|
|
—
|
|
—
|
|
—
|
|
2,206
|
|
—
|
|
||||||||
Mixed-Use
(2)
|
—
|
|
—
|
|
2,511
|
|
—
|
|
—
|
|
—
|
|
2,315
|
|
—
|
|
||||||||
Total
|
$
|
—
|
|
$
|
—
|
|
$
|
69,940
|
|
$
|
4,017
|
|
$
|
—
|
|
$
|
—
|
|
$
|
48,780
|
|
$
|
2,577
|
|
(1)
|
The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not previously held by the partnership. Subsequent to this transaction, the partnership is consolidating the financial results of GGP. Please see Note 3, Acquisition of GGP Inc., for further information.
|
(2)
|
During the third quarter of 2018, the commercial properties for IFC are reported under the mixed-use sector. The valuation metrics for LP Investments- Office have been updated for both periods presented.
|
|
Sep. 30, 2018
|
||
(US$ Millions)
|
Impact on fair value of commercial properties
|
|
|
Core Office
|
|
||
United States
|
$
|
897
|
|
Canada
|
259
|
|
|
Australia
|
154
|
|
|
Brazil
|
35
|
|
|
Core Retail
|
612
|
|
|
LP Investments
|
|
||
LP Investments- Office
|
283
|
|
|
LP Investments- Retail
|
147
|
|
|
Industrial
|
171
|
|
|
Mixed-use
|
123
|
|
|
Multifamily
|
203
|
|
|
Triple Net Lease
|
175
|
|
|
Self-storage
|
28
|
|
|
Student Housing
|
93
|
|
|
Manufactured Housing
|
103
|
|
|
Total
|
$
|
3,283
|
|
(1)
|
Stork Holdco LP is the joint venture through which the partnership acquired Canary Wharf Group plc (“Canary Wharf”) in London.
|
(2)
|
The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not previously held by the partnership. Subsequent to this transaction, the partnership is consolidating the financial results of GGP, including its interests in properties held through joint ventures. The partnership’s 34% interest in GGP prior to the acquisition was deconsolidated. Please see Note 3, Acquisition of GGP Inc., for further information.
|
(3)
|
The partnership exercises joint control over these jointly controlled assets through a participating loan agreement with Brookfield Asset Management that is convertible at any time into a direct equity interest in the entity.
|
(4)
|
Other joint ventures consists of approximately 88 joint ventures, all of which have a carrying value below $250 million.
|
(5)
|
The partnership’s interest in CXTD is held through a subsidiary, BSREP CXTD Holdings L.P., in which it has an approximate
31%
interest.
|
|
Nine months ended
|
|
Year ended
|
|
||
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Equity accounted investments, beginning of period
|
$
|
19,761
|
|
$
|
16,844
|
|
GGP joint ventures acquired from business acquisition
(1)
|
10,850
|
|
—
|
|
||
Deconsolidation of pre-acquisition GGP equity interest
(1)
|
(8,349
|
)
|
—
|
|
||
Additions
|
510
|
|
1,372
|
|
||
Disposals and return of capital distributions
|
(647
|
)
|
(281
|
)
|
||
Share of net earnings from equity accounted investments
(2)
|
581
|
|
961
|
|
||
Distributions received
|
(362
|
)
|
(369
|
)
|
||
Foreign currency translation
|
(300
|
)
|
430
|
|
||
Reclassification to assets held for sale
(3)
|
—
|
|
(712
|
)
|
||
Impact of warrant conversion
(2)
|
—
|
|
1,448
|
|
||
Other comprehensive income and other
|
(104
|
)
|
68
|
|
||
Equity accounted investments, end of period
|
$
|
21,940
|
|
$
|
19,761
|
|
(1)
|
The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not previously held by the partnership. As a result of the acquisition, GGP’s interest in joint ventures of
$10,850 million
was added to the balance of equity accounted investments, offset by the deconsolidation of the partnership’s 34% interest of
$7,769 million
and fair value loss of
$580 million
from adjusting the partnership’s interest in GGP to its fair value immediately prior to acquiring control. See Note 3, Acquisition of GGP Inc., for further information.
|
(2)
|
During the fourth quarter of 2017, in the Core Retail segment, the partnership exercised all of its outstanding warrants of GGP. Of these warrants,
16 million
were exercised on a cashless basis and the remaining
43 million
warrants on a full share settlement basis for approximately
$462 million
. The exercise resulted in the partnership’s acquisition of an additional
68 million
common shares of GGP, increasing its ownership from
29%
to
34%
.
The partnership determined its share of the net fair value of the incremental interests acquired in GGP’s identifiable assets and liabilities. The excess of its share of this net fair value over the cost of the investment of
$442 million
represents a gain that is included in share of net earnings from equity accounted investments for the year ended December 31, 2017.
|
(3)
|
The partnership’s interest in 245 Park Avenue in Midtown New York was reclassified to assets held for sale in the first quarter of 2017 and sold in the second quarter of 2017.
|
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
|||||||||
Equity accounted investments
|
Primary valuation method
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon (yrs)
|
|
Discount rate
|
|
Terminal capitalization rate
|
|
Investment horizon (yrs)
|
Core Office
|
|
|
|
|
|
|
|
|||||
United States
|
Discounted cash flow
|
6.6
|
%
|
5.3
|
%
|
11
|
|
6.5
|
%
|
5.3
|
%
|
11
|
Australia
|
Discounted cash flow
|
6.7
|
%
|
5.8
|
%
|
10
|
|
7.0
|
%
|
5.8
|
%
|
10
|
Europe
|
Discounted cash flow
|
4.7
|
%
|
4.8
|
%
|
10
|
|
4.8
|
%
|
4.8
|
%
|
10
|
Core Retail
|
|
|
|
|
|
|
|
|||||
United States
(1)
|
Discounted cash flow
|
6.7
|
%
|
5.3
|
%
|
10
|
|
7.0
|
%
|
5.6
|
%
|
10
|
LP Investments - Office
|
Discounted cash flow
|
6.1
|
%
|
5.0
|
%
|
10
|
|
6.6
|
%
|
5.7
|
%
|
10
|
LP Investments - Retail
|
Discounted cash flow
|
11.3
|
%
|
7.1
|
%
|
10
|
|
11.5
|
%
|
7.2
|
%
|
11
|
Industrial
|
Discounted cash flow
|
6.2
|
%
|
5.4
|
%
|
10
|
|
6.4
|
%
|
5.8
|
%
|
10
|
Multifamily
(2)
|
Direct capitalization
|
5.1
|
%
|
n/a
|
|
n/a
|
|
5.1
|
%
|
n/a
|
|
n/a
|
(1)
|
The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not previously held by the partnership. Subsequent to this transaction, the partnership is consolidating the financial results of GGP. The period ended September 30, 2018 represents GGP’s joint ventures acquired from the acquisition. The prior period represents the partnership’s 34% interest in GGP prior to the acquisition. Please see Note 3, Acquisition of GGP Inc., for further information.
|
(2)
|
The valuation method used to value multifamily investments is the direct capitalization method. The rates presented as the discount rate relate to the overall implied capitalization rate. The terminal capitalization rate and investment horizon are not applicable.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Non-current assets
|
$
|
87,248
|
|
$
|
83,176
|
|
Current assets
|
13,577
|
|
3,679
|
|
||
Total assets
|
100,825
|
|
86,855
|
|
||
Non-current liabilities
|
35,863
|
|
31,913
|
|
||
Current liabilities
|
4,744
|
|
4,446
|
|
||
Total liabilities
|
40,607
|
|
36,359
|
|
||
Net assets
|
60,218
|
|
50,496
|
|
||
Partnership’s share of net assets
|
$
|
21,940
|
|
$
|
19,761
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Revenue
|
$
|
1,290
|
|
$
|
1,236
|
|
$
|
3,904
|
|
$
|
3,634
|
|
Expenses
|
1,101
|
|
738
|
|
1,579
|
|
2,144
|
|
||||
Income from equity accounted investments
(1)
|
61
|
|
129
|
|
323
|
|
375
|
|
||||
Income before fair value gains, net
|
250
|
|
627
|
|
2,648
|
|
1,865
|
|
||||
Fair value (losses) gains, net
|
(522
|
)
|
535
|
|
(1,663
|
)
|
750
|
|
||||
Net income
|
(272
|
)
|
1,162
|
|
985
|
|
2,615
|
|
||||
Partnership’s share of net earnings
|
$
|
65
|
|
$
|
371
|
|
$
|
581
|
|
$
|
897
|
|
(1)
|
Share of net earnings from equity accounted investments recorded by the partnership’s joint ventures and associates.
|
(US$ Millions)
|
Participation interest
|
Carrying value
|
||||||||
Name of property
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Darling Park Complex, Sydney
|
30
|
%
|
30
|
%
|
$
|
266
|
|
$
|
251
|
|
IAG House, Sydney
(1)
|
—
|
%
|
50
|
%
|
—
|
|
111
|
|
||
Jessie Street, Sydney
(1)
|
—
|
%
|
100
|
%
|
—
|
|
155
|
|
||
Total participating loan interests
|
|
|
$
|
266
|
|
$
|
517
|
|
(1)
|
In the third quarter of 2018, the partnership amended its agreements to allow the partnership to acquire the trust that holds these underlying properties instead of acquiring the properties directly. This amendment resulted in a change of control, which results in the partnership consolidating the results of these entities.
|
Hospitality assets by class
|
Useful life (in years)
|
Building and building improvements
|
5 to 50+
|
Land improvements
|
13 to 15
|
Furniture, fixtures and equipment
|
2 to 15
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Cost:
|
|
|
||||
Balance at the beginning of period
|
$
|
5,451
|
|
$
|
5,417
|
|
Acquisitions through business combinations
(1)
|
1,426
|
|
281
|
|
||
Additions
|
323
|
|
271
|
|
||
Disposals
|
(14
|
)
|
(34
|
)
|
||
Foreign currency translation
|
(133
|
)
|
262
|
|
||
Reclassification to assets held for sale
(2)
|
—
|
|
(746
|
)
|
||
|
7,053
|
|
5,451
|
|
||
Accumulated fair value changes:
|
|
|
||||
Balance at the beginning of period
|
756
|
|
659
|
|
||
Revaluation (loss) gains, net
|
(2
|
)
|
55
|
|
||
Reclassification to assets held for sale
(2)
|
—
|
|
42
|
|
||
|
754
|
|
756
|
|
||
Accumulated depreciation:
|
|
|
||||
Balance at the beginning of period
|
(750
|
)
|
(719
|
)
|
||
Depreciation
|
(216
|
)
|
(267
|
)
|
||
Disposals
|
9
|
|
22
|
|
||
Foreign currency translation
|
13
|
|
(8
|
)
|
||
Reclassification to assets held for sale
(2)
|
—
|
|
222
|
|
||
|
(944
|
)
|
(750
|
)
|
||
Total property, plant and equipment
|
$
|
6,863
|
|
$
|
5,457
|
|
(1)
|
In the first quarter of 2018, the partnership acquired the Extended-Stay Hotel portfolio. See Note 4, Business Acquisitions and Combinations, for more information.
|
(2)
|
In the fourth quarter of 2017, the Hard Rock Hotel and Casino was reclassified to assets held for sale, and was sold to a third party in the first quarter of 2018.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Cost
|
$
|
1,306
|
|
$
|
1,271
|
|
Accumulated amortization
|
(44
|
)
|
(35
|
)
|
||
Accumulated impairment losses
|
(48
|
)
|
(48
|
)
|
||
Balance, end of period
|
$
|
1,214
|
|
$
|
1,188
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Balance, beginning of period
|
$
|
1,188
|
|
$
|
1,141
|
|
Acquisitions
|
67
|
|
17
|
|
||
Amortization
|
(12
|
)
|
(8
|
)
|
||
Foreign currency translation
|
(38
|
)
|
82
|
|
||
Reclassification to assets held for sale and other
(1)
|
9
|
|
(44
|
)
|
||
Balance, end of period
|
$
|
1,214
|
|
$
|
1,188
|
|
(1)
|
In the fourth quarter of 2017, the partnership reclassified the intangible assets of the Hard Rock Hotel and Casino, which had a carrying value of
$45 million
, to assets held for sale. The majority of these were sold to a third party in the first quarter of 2018.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Securities - FVTPL
|
$
|
232
|
|
$
|
174
|
|
Derivative assets
|
30
|
|
48
|
|
||
Securities - FVTOCI
|
152
|
|
150
|
|
||
Restricted cash
|
171
|
|
153
|
|
||
Inventory
|
357
|
|
216
|
|
||
Other
|
201
|
|
157
|
|
||
Total other non-current assets
|
$
|
1,143
|
|
$
|
898
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Derivative assets
|
$
|
229
|
|
$
|
37
|
|
Accounts receivable
(1)
|
589
|
|
421
|
|
||
Restricted cash and deposits
|
315
|
|
237
|
|
||
Prepaid expenses
|
272
|
|
94
|
|
||
Other current assets
|
285
|
|
192
|
|
||
Total accounts receivable and other
|
$
|
1,690
|
|
$
|
981
|
|
(1)
|
See Note 33, Related Parties, for further discussion.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Investment properties
|
$
|
356
|
|
$
|
853
|
|
Property, plant and equipment
|
—
|
|
475
|
|
||
Accounts receivable and other assets
|
35
|
|
105
|
|
||
Assets held for sale
|
391
|
|
1,433
|
|
||
Debt obligations
|
134
|
|
1,107
|
|
||
Accounts payable and other liabilities
|
14
|
|
209
|
|
||
Liabilities associated with assets held for sale
|
$
|
148
|
|
$
|
1,316
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Balance, beginning of period
|
$
|
1,433
|
|
$
|
147
|
|
Reclassification to assets held for sale, net
|
1,481
|
|
4,641
|
|
||
Disposals
|
(2,535
|
)
|
(3,365
|
)
|
||
Fair value adjustments
|
75
|
|
8
|
|
||
Foreign currency translation
|
(17
|
)
|
7
|
|
||
Other
|
(46
|
)
|
(5
|
)
|
||
Balance, end of period
|
$
|
391
|
|
$
|
1,433
|
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||
(US$ Millions)
|
Weighted-average rate
|
|
Debt balance
|
|
Weighted-average rate
|
|
Debt balance
|
|
||
Unsecured facilities:
|
|
|
|
|
||||||
Brookfield Property Partners’ credit facilities
|
4.00
|
%
|
1,771
|
|
3.10
|
%
|
1,363
|
|
||
Brookfield Property Partners’ corporate bonds
|
4.35
|
%
|
232
|
|
—
|
%
|
—
|
|
||
Brookfield Property REIT Inc. term debt
|
4.56
|
%
|
$
|
4,900
|
|
—%
|
|
$
|
—
|
|
Brookfield Property REIT Inc. corporate facility
|
4.46
|
%
|
347
|
|
—%
|
|
—
|
|
||
Brookfield Property REIT Inc. trusted preferred securities
|
3.79
|
%
|
206
|
|
—%
|
|
—
|
|
||
Brookfield Office Properties’ (“BPO”) revolving facility
|
—
|
%
|
—
|
|
2.60
|
%
|
828
|
|
||
Brookfield Office Properties’ senior unsecured note
|
—
|
%
|
—
|
|
4.00
|
%
|
119
|
|
||
Brookfield Canada Office Properties revolving facility
|
3.28
|
%
|
81
|
|
2.89
|
%
|
276
|
|
||
BPY BOPC LP credit facility
|
—
|
%
|
—
|
|
2.85
|
%
|
212
|
|
||
Subsidiary borrowings
|
5.20
|
%
|
554
|
|
4.40
|
%
|
622
|
|
||
|
|
|
|
|
||||||
Secured debt obligations:
|
|
|
|
|
||||||
Funds subscription credit facilities
(1)
|
3.55
|
%
|
2,118
|
|
2.56
|
%
|
436
|
|
||
Fixed rate
|
4.40
|
%
|
31,448
|
|
4.59
|
%
|
17,666
|
|
||
Variable rate
|
4.94
|
%
|
13,179
|
|
4.59
|
%
|
16,760
|
|
||
Deferred financing costs
|
|
(321
|
)
|
|
(291
|
)
|
||||
Total debt obligations
|
|
$
|
54,515
|
|
|
$
|
37,991
|
|
||
|
|
|
|
|
||||||
Current
|
|
4,472
|
|
|
6,135
|
|
||||
Non-current
|
|
49,909
|
|
|
30,749
|
|
||||
Debt associated with assets held for sale
|
|
134
|
|
|
1,107
|
|
||||
Total debt obligations
|
|
$
|
54,515
|
|
|
$
|
37,991
|
|
(1)
|
Funds subscription credit facilities are secured by co-investors’ capital commitments.
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||||
(Millions)
|
U.S. Dollars
|
|
|
Local
currency
|
|
U.S. Dollars
|
|
|
Local
currency
|
|
||
U.S. Dollars
|
$
|
41,740
|
|
$
|
41,740
|
|
$
|
25,975
|
|
$
|
25,975
|
|
British Pounds
|
5,037
|
|
£
|
3,866
|
|
4,290
|
|
£
|
3,173
|
|
||
Canadian Dollars
|
2,557
|
|
C$
|
3,302
|
|
3,132
|
|
C$
|
3,938
|
|
||
South Korean Won
|
1,628
|
|
₩
|
1,805,000
|
|
1,692
|
|
₩
|
1,805,000
|
|
||
Australian Dollars
|
1,647
|
|
A$
|
2,281
|
|
1,554
|
|
A$
|
1,991
|
|
||
Indian Rupee
|
1,390
|
|
Rs
|
100,724
|
|
1,168
|
|
Rs
|
74,386
|
|
||
Brazilian Reais
|
472
|
|
R$
|
1,891
|
|
471
|
|
R$
|
1,558
|
|
||
Chinese Yuan
|
65
|
|
C¥
|
446
|
|
—
|
|
C¥
|
—
|
|
||
Euros
|
300
|
|
€
|
259
|
|
—
|
|
€
|
—
|
|
||
Deferred financing costs
|
(321
|
)
|
|
|
(291
|
)
|
|
|
||||
Total debt obligations
|
$
|
54,515
|
|
|
|
$
|
37,991
|
|
|
|
|
|
|
Non-cash changes in debt obligations
|
|
||||||||||||||
(US$ Millions)
|
Dec. 31, 2017
|
|
Debt obligation issuance, net of repayments
|
|
Assumed from business combinations
|
|
Assumed by purchaser
|
|
Amortization of deferred financing costs and (premium) discount
|
|
Foreign currency translation
|
|
Other
|
|
Sep. 30, 2018
|
|
||
Debt obligations
|
$
|
37,991
|
|
3,771
|
|
14,310
|
|
(599
|
)
|
76
|
|
(735
|
)
|
(299
|
)
|
$
|
54,515
|
|
(US$ Millions)
|
Shares outstanding
|
|
Cumulative dividend rate
|
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Operating Partnership Class A Preferred Equity Units:
|
|
|
|
|
||||||
Series 1
|
24,000,000
|
|
6.25
|
%
|
$
|
558
|
|
$
|
551
|
|
Series 2
|
24,000,000
|
|
6.50
|
%
|
535
|
|
529
|
|
||
Series 3
|
24,000,000
|
|
6.75
|
%
|
522
|
|
517
|
|
||
Brookfield BPY Holdings Inc. Junior Preferred Shares:
|
|
|
|
|
||||||
Class B Junior Preferred Shares
|
30,000,000
|
|
7.64
|
%
|
750
|
|
750
|
|
||
Class C Junior Preferred Shares
(1)
|
—
|
|
—
|
%
|
—
|
|
500
|
|
||
BPO Class B Preferred Shares:
|
|
|
|
|
||||||
Series 1
(2)
|
3,600,000
|
|
70% of bank prime
|
|
—
|
|
—
|
|
||
Series 2
(2)
|
3,000,000
|
|
70% of bank prime
|
|
—
|
|
—
|
|
||
Brookfield Property Split Corp. (“BOP Split”) Senior Preferred Shares:
|
|
|
|
|||||||
Series 1
|
924,390
|
|
5.25
|
%
|
23
|
|
23
|
|
||
Series 2
|
699,165
|
|
5.75
|
%
|
14
|
|
14
|
|
||
Series 3
|
909,994
|
|
5.00
|
%
|
18
|
|
18
|
|
||
Series 4
|
940,486
|
|
5.20
|
%
|
18
|
|
19
|
|
||
BSREP II RH B LLC (“Manufactured Housing”) Preferred Capital
|
—
|
|
9.00
|
%
|
249
|
|
249
|
|
||
Rouse Series A Preferred Shares
|
5,600,000
|
|
5.00
|
%
|
142
|
|
142
|
|
||
BSREP II Vintage Estate Partners LLC ("Vintage Estate") Preferred Shares
|
10,000
|
|
5.00
|
%
|
40
|
|
40
|
|
||
Brookfield Global Real Estate Special Opportunities Inc. (“BGRESOI”) Preferred Shares
|
19,844
|
|
4.00
|
%
|
20
|
|
—
|
|
||
Capital Securities – Fund Subsidiaries
|
|
|
835
|
|
813
|
|
||||
Total capital securities
|
|
|
$
|
3,724
|
|
$
|
4,165
|
|
||
|
|
|
|
|
||||||
Current
|
|
|
824
|
|
1,326
|
|
||||
Non-current
|
|
|
2,900
|
|
2,839
|
|
||||
Total capital securities
|
|
|
$
|
3,724
|
|
$
|
4,165
|
|
(1)
|
In the third quarter of 2018, the Brookfield BPY Holdings Inc. Class C Junior Preferred Shares, held by Brookfield Asset Management, were redeemed.
|
(2)
|
BPO Class B Preferred Shares, Series 1 and 2 capital securities are owned by Brookfield Asset Management. BPO has an offsetting loan receivable against these securities earning interest at
95%
of bank prime.
|
|
|
|
Non-cash changes on capital securities
|
|
|||||||||||
(US$ Millions)
|
Dec. 31, 2017
|
|
Capital securities redeemed
|
|
Capital securities issued
|
|
Fair value changes
|
|
Sep. 30, 2018
|
|
|||||
Capital securities
|
$
|
4,165
|
|
$
|
(555
|
)
|
$
|
75
|
|
$
|
39
|
|
$
|
3,724
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Current income tax
|
$
|
14
|
|
$
|
3
|
|
$
|
106
|
|
$
|
105
|
|
Deferred income tax
|
(51
|
)
|
180
|
|
(57
|
)
|
314
|
|
||||
Income tax expense (benefit)
|
$
|
(37
|
)
|
$
|
183
|
|
$
|
49
|
|
$
|
419
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Accounts payable and accrued liabilities
|
$
|
1,108
|
|
$
|
540
|
|
Derivative liabilities
|
75
|
|
160
|
|
||
Provisions
|
328
|
|
216
|
|
||
Loans and notes payables
|
3
|
|
—
|
|
||
Deferred revenue
|
5
|
|
2
|
|
||
Total other non-current liabilities
|
$
|
1,519
|
|
$
|
918
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Accounts payable and accrued liabilities
|
$
|
1,951
|
|
$
|
1,636
|
|
Loans and notes payable
|
940
|
|
769
|
|
||
Derivative liabilities
|
201
|
|
399
|
|
||
Deferred revenue
|
300
|
|
242
|
|
||
Other liabilities
|
2
|
|
6
|
|
||
Total accounts payable and other liabilities
|
$
|
3,394
|
|
$
|
3,052
|
|
a)
|
General and limited partnership equity
|
|
General partnership units
|
Limited partnership units
|
||||||
(Thousands of units)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
Outstanding, beginning of period
|
139
|
|
139
|
|
254,989
|
|
260,222
|
|
Issued on August 28, 2018 for the acquisition of GGP
|
—
|
|
—
|
|
109,702
|
|
—
|
|
Exchange LP Units exchanged
|
—
|
|
—
|
|
7,758
|
|
285
|
|
BPR Units exchanged
|
—
|
|
—
|
|
14,798
|
|
—
|
|
Distribution Reinvestment Program
|
—
|
|
—
|
|
124
|
|
181
|
|
Issued under unit-based compensation plan
|
—
|
|
—
|
|
7
|
|
215
|
|
Repurchase of LP Units
|
—
|
|
—
|
|
(733
|
)
|
(5,914
|
)
|
Outstanding, end of period
|
139
|
|
139
|
|
386,645
|
|
254,989
|
|
b)
|
Units of the operating partnership held by Brookfield Asset Management
|
c)
|
Limited partnership units of Brookfield Office Properties Exchange LP
|
|
Limited Partnership Units of Brookfield Office Properties Exchange LP
|
|||
(Thousands of units)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
Outstanding, beginning of period
|
11,078
|
|
11,363
|
|
Exchange LP Units exchanged
(1)
|
(7,758
|
)
|
(285
|
)
|
Outstanding, end of period
|
3,320
|
|
11,078
|
|
(1)
|
Exchange LP Units issued for the acquisition of incremental BPO shares that have been exchanged are held by an indirect subsidiary of the partnership. Refer to the Condensed Consolidated Statements of Changes in Equity for the impact of such exchanges on the carrying value of Exchange LP Units.
|
d)
|
Class A shares of Brookfield Property REIT Inc.
|
|
Class A shares of Brookfield Property REIT Inc.
|
|||
(Thousands of units)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
Outstanding, beginning of period
|
—
|
|
—
|
|
Issued on August 28, 2018 for the acquisition of GGP
|
162,324
|
|
—
|
|
BPR Units exchanged
(1)
|
(14,798
|
)
|
—
|
|
Forfeitures
|
(48
|
)
|
—
|
|
Outstanding, end of period
|
147,478
|
|
—
|
|
(1)
|
BPR Units issued for the acquisition of GGP that have been exchanged for LP Units. Refer to the Condensed Consolidated Statements of Changes in Equity for the impact of such exchanges on the carrying value of BPR Units.
|
e)
|
Distributions
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions, except per unit information)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Limited Partners
|
$
|
116
|
|
$
|
75
|
|
$
|
278
|
|
$
|
226
|
|
Holders of:
|
|
|
|
|
||||||||
Redeemable/Exchangeable Partnership Units
|
166
|
|
128
|
|
409
|
|
383
|
|
||||
Special LP Units
|
1
|
|
1
|
|
4
|
|
4
|
|
||||
Exchange LP Units
|
2
|
|
3
|
|
8
|
|
10
|
|
||||
BPR Units
|
22
|
|
—
|
|
51
|
|
—
|
|
||||
Total
|
$
|
307
|
|
$
|
207
|
|
$
|
750
|
|
$
|
623
|
|
Per unit
(1)
|
$
|
0.315
|
|
$
|
0.295
|
|
$
|
0.945
|
|
$
|
0.885
|
|
(1)
|
Per unit outstanding on the distribution record date.
|
f)
|
Earnings per unit
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions, except unit information)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Net income attributable to limited partners
|
$
|
144
|
|
$
|
61
|
|
$
|
532
|
|
$
|
88
|
|
Income reallocation related to mandatorily convertible preferred shares
|
19
|
|
10
|
|
80
|
|
13
|
|
||||
Net income attributable to limited partners – basic
|
163
|
|
71
|
|
612
|
|
101
|
|
||||
Dilutive effect of conversion of preferred shares and options
(1)
|
8
|
|
0
|
|
27
|
|
1
|
|
||||
Net income attributable to limited partners – diluted
|
$
|
171
|
|
$
|
71
|
|
$
|
639
|
|
$
|
102
|
|
|
|
|
|
|
||||||||
(in millions of units/shares)
|
|
|
|
|
||||||||
Weighted average number of LP Units outstanding
|
303.8
|
|
255.3
|
|
271.8
|
|
256.4
|
|
||||
Mandatorily convertible preferred shares
|
70.0
|
|
70.0
|
|
70.0
|
|
70.0
|
|
||||
Weighted average number of LP Units - basic
|
373.8
|
|
325.3
|
|
341.8
|
|
326.4
|
|
||||
Dilutive effect of the conversion of preferred shares and options
(1)
|
19.9
|
|
0.4
|
|
18.4
|
|
0.8
|
|
||||
Weighted average number of LP units outstanding - diluted
|
393.7
|
|
325.7
|
|
360.2
|
|
327.2
|
|
(1)
|
The effect of the conversion of capital securities and options, which would have resulted in
17.1 million
and 24.8 million potential LP Units, for the three and nine months ended September 30, 2017, would have been anti-dilutive and is therefore excluded from the weighted average number of LP Units outstanding for the purposes of diluted net income per LP Unit for the three and nine months ended September 30, 2017.
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Redeemable/Exchangeable Partnership Units and Special LP Units
(1)
|
$
|
12,683
|
|
$
|
14,500
|
|
Exchange LP Units
(1)
|
98
|
|
285
|
|
||
BPR Units
(1)
|
4,277
|
|
—
|
|
||
Interests of others in operating subsidiaries and properties:
|
|
|
||||
Preferred shares held by Brookfield Asset Management
|
16
|
|
15
|
|
||
Preferred equity of subsidiaries
|
2,818
|
|
2,493
|
|
||
Non-controlling interests in subsidiaries and properties
|
14,650
|
|
10,430
|
|
||
Total interests of others in operating subsidiaries and properties
|
17,484
|
|
12,938
|
|
||
Total non-controlling interests
|
$
|
34,542
|
|
$
|
27,723
|
|
(1)
|
Each unit within these classes of non-controlling interest has economic terms substantially equivalent to those of an LP unit. As such, income attributed to each unit or share of non-controlling interest is equivalent to that allocated to an LP unit. The proportion of interests held by holders of the Redeemable/Exchangeable Units and Exchange LP Units changed as a result of the issuance of the LP Units and BPR Units. Consequently, the partnership adjusted the relative carrying amounts of the interests held by Limited Partners and non-controlling interests based on their relative share of the equivalent LP Units. The difference between the adjusted value and the previous carrying amounts was attributed to current LP Units as ownership changes in the Statement of Changes in Equity.
|
|
|
Proportion of economic interests held by non-controlling interests
|
|
|
|||||||
(US$ Millions)
|
Jurisdiction of formation
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
BPO
(1)
|
Canada
|
—
|
%
|
—
|
%
|
$
|
4,348
|
|
$
|
2,982
|
|
Brookfield Property REIT Inc.
(2)
|
United States
|
12
|
%
|
—
|
%
|
1,814
|
|
—
|
|
||
BSREP Industrial Pooling Subsidiary L.P.
(3)
|
United States
|
70
|
%
|
70
|
%
|
1,213
|
|
878
|
|
||
BSREP CARS Sub-Pooling LLC
(3)
|
United States
|
71
|
%
|
71
|
%
|
966
|
|
918
|
|
||
Center Parcs UK
(3)
|
United Kingdom
|
73
|
%
|
73
|
%
|
886
|
|
869
|
|
||
BSREP III Andromeda Pooling L.P.
(3)
|
United States
|
74
|
%
|
—
|
%
|
806
|
|
—
|
|
||
BSREP II MH Holdings LLC
(3)
|
United States
|
74
|
%
|
74
|
%
|
721
|
|
593
|
|
||
BSREP II Korea Office Holdings Pte. Ltd.
(3)
|
South Korea
|
78
|
%
|
78
|
%
|
715
|
|
706
|
|
||
BSREP II PBSA Ltd.
(3)
|
Bermuda
|
75
|
%
|
74
|
%
|
674
|
|
501
|
|
||
BSREP II Aries Pooling LLC
(3)
|
United States
|
74
|
%
|
74
|
%
|
622
|
|
652
|
|
||
BSREP II Retail Upper Pooling LLC
(3)
|
United States
|
50
|
%
|
50
|
%
|
602
|
|
670
|
|
||
BSREP India Office Holdings Pte. Ltd.
(3)
|
United States
|
67
|
%
|
67
|
%
|
574
|
|
424
|
|
||
BSREP UA Holdings LLC
(3)
|
Cayman Islands
|
70
|
%
|
70
|
%
|
500
|
|
487
|
|
||
BSREP II Brazil Pooling LLC
(3)
|
United States
|
68
|
%
|
68
|
%
|
449
|
|
472
|
|
||
BREF ONE, LLC
(3)
|
United States
|
67
|
%
|
67
|
%
|
280
|
|
483
|
|
||
Brookfield Strategic Real Estate Partners II Storage REIT LLC
(3)
|
United States
|
75
|
%
|
74
|
%
|
242
|
|
564
|
|
||
Other
|
Various
|
18% - 77%
|
|
18% - 76%
|
|
2,072
|
|
1,739
|
|
||
Total
|
|
|
|
$
|
17,484
|
|
$
|
12,938
|
|
(1)
|
Includes non-controlling interests in BPO subsidiaries which vary from
1%
-
100%
.
|
(2)
|
Includes non-controlling interests in subsidiaries of BPR.
|
(3)
|
Includes non-controlling interests representing interests held by other investors in Brookfield Asset Management-sponsored funds and holding entities through which the partnership participates in Brookfield Asset Management -sponsored funds. Also includes non-controlling interests in underlying operating entities owned by Brookfield Asset Management sponsored funds.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Base rent
(1)
|
$
|
857
|
|
$
|
933
|
|
$
|
2,394
|
|
$
|
2,727
|
|
Straight-line rent
|
27
|
|
36
|
|
77
|
|
94
|
|
||||
Lease termination
|
6
|
|
5
|
|
32
|
|
13
|
|
||||
Other lease income
(1)(2)
|
161
|
|
—
|
|
427
|
|
—
|
|
||||
Other revenue from tenants
(3)
|
200
|
|
—
|
|
548
|
|
—
|
|
||||
Other
(1)
|
—
|
|
92
|
|
—
|
|
277
|
|
||||
Total commercial property revenue
|
$
|
1,251
|
|
$
|
1,066
|
|
$
|
3,478
|
|
$
|
3,111
|
|
(1)
|
The partnership adopted IFRS 15, Revenues from Contracts with Customers, in 2018 using the modified retrospective method. The comparative information has not been restated and is reported under the accounting standards effective for those periods.
|
(2)
|
Other lease income includes parking revenue and recovery of property tax and insurance expenses from tenants.
|
(3)
|
Consists of recovery of certain operating expenses from tenants which are accounted for in accordance with IFRS 15.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Room, food and beverage
(1)
|
$
|
357
|
|
$
|
410
|
|
$
|
1,032
|
|
$
|
1,214
|
|
Gaming, and other leisure activities
(1)
|
114
|
|
—
|
|
336
|
|
—
|
|
||||
Other hospitality revenue
(1)
|
31
|
|
—
|
|
92
|
|
—
|
|
||||
Total hospitality revenue
|
$
|
502
|
|
$
|
410
|
|
$
|
1,460
|
|
$
|
1,214
|
|
(1)
|
The partnership adopted IFRS 15, in 2018 using the modified retrospective method. The comparative information has not been restated and is reported under the accounting standards effective for those periods.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Investment income
|
$
|
19
|
|
$
|
4
|
|
$
|
40
|
|
$
|
144
|
|
Fee revenue
|
38
|
|
16
|
|
71
|
|
38
|
|
||||
Dividend income
|
2
|
|
7
|
|
8
|
|
12
|
|
||||
Interest income and other
|
14
|
|
—
|
|
27
|
|
17
|
|
||||
Participating loan notes
|
2
|
|
7
|
|
15
|
|
21
|
|
||||
Total investment and other revenue
|
$
|
75
|
|
$
|
34
|
|
$
|
161
|
|
$
|
232
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Property maintenance
|
$
|
196
|
|
$
|
181
|
|
$
|
544
|
|
$
|
523
|
|
Real estate taxes
|
138
|
|
118
|
|
374
|
|
351
|
|
||||
Employee compensation and benefits
|
51
|
|
43
|
|
149
|
|
120
|
|
||||
Ground rents
|
14
|
|
14
|
|
43
|
|
43
|
|
||||
Other
|
79
|
|
63
|
|
198
|
|
164
|
|
||||
Total direct commercial property expense
|
$
|
478
|
|
$
|
419
|
|
$
|
1,308
|
|
$
|
1,201
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Employee compensation and benefits
|
$
|
77
|
|
$
|
69
|
|
$
|
239
|
|
$
|
217
|
|
Cost of food, beverage, and retail goods sold
|
66
|
|
61
|
|
203
|
|
177
|
|
||||
Maintenance and utilities
|
46
|
|
30
|
|
130
|
|
94
|
|
||||
Marketing and advertising
|
15
|
|
11
|
|
57
|
|
41
|
|
||||
Other
|
111
|
|
78
|
|
313
|
|
259
|
|
||||
Total direct hospitality expense
|
$
|
315
|
|
$
|
249
|
|
$
|
942
|
|
$
|
788
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Depreciation and amortization of real estate assets
|
$
|
70
|
|
$
|
61
|
|
$
|
201
|
|
$
|
177
|
|
Depreciation and amortization of non-real estate assets
|
11
|
|
8
|
|
28
|
|
24
|
|
||||
Total depreciation and amortization
|
$
|
81
|
|
$
|
69
|
|
$
|
229
|
|
$
|
201
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Employee compensation and benefits
|
$
|
72
|
|
$
|
47
|
|
$
|
167
|
|
$
|
149
|
|
Management fees
|
40
|
|
42
|
|
114
|
|
126
|
|
||||
Transaction costs and other
|
129
|
|
58
|
|
312
|
|
179
|
|
||||
Total general and administrative expense
|
$
|
241
|
|
$
|
147
|
|
$
|
593
|
|
$
|
454
|
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Commercial properties
|
$
|
217
|
|
$
|
533
|
|
$
|
626
|
|
$
|
678
|
|
Commercial developments
|
70
|
|
90
|
|
454
|
|
194
|
|
||||
Financial instruments and other
(1)
|
269
|
|
(284
|
)
|
863
|
|
(155
|
)
|
||||
Total fair values gains, net
|
$
|
556
|
|
$
|
339
|
|
$
|
1,943
|
|
$
|
717
|
|
(1)
|
Includes bargain purchase gains from business acquisitions and combinations of
$896 million
(
2017
-
$157 million
), including a gain on bargain purchase of GGP in the third quarter of 2018 of
$657 million
. See Note 3, Acquisition of GGP Inc., for further information.
|
a)
|
BPY Unit Option Plan
|
i.
|
Equity-settled BPY Awards
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||
|
Number of
options |
|
Weighted average
exercise price |
|
Number of
options |
|
Weighted average
exercise price |
|
||
Outstanding, beginning of period
|
13,801,795
|
|
$
|
20.54
|
|
16,338,511
|
|
$
|
20.49
|
|
Granted
|
800,000
|
|
22.50
|
|
93,750
|
|
22.92
|
|
||
Exercised
|
(36,806
|
)
|
17.71
|
|
(1,194,569
|
)
|
18.97
|
|
||
Expired/forfeited
|
(166,412
|
)
|
22.91
|
|
(1,435,897
|
)
|
21.51
|
|
||
Reclassified
(1)
|
(437,151
|
)
|
22.48
|
|
—
|
|
—
|
|
||
Outstanding, end of period
|
13,961,426
|
|
$
|
20.57
|
|
13,801,795
|
|
$
|
20.54
|
|
Exercisable, end of period
|
9,628,246
|
|
$
|
20.26
|
|
7,352,112
|
|
$
|
20.22
|
|
(1)
|
Relates to the reclassification of equity-settled options for employees in Brazil to cash-settled options subsequent to the amendment of the BPY Plan, which was amended on February 7, 2018.
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
|||||||
Expiry date
|
Number of
options |
Weighted average
exercise price |
|
Number of
options |
|
Weighted average
exercise price |
|
||
2020
|
226,800
|
$
|
13.07
|
|
226,800
|
|
$
|
13.07
|
|
2021
|
246,400
|
17.44
|
|
246,400
|
|
17.44
|
|
||
2022
|
508,300
|
18.07
|
|
517,300
|
|
18.07
|
|
||
2023
|
656,220
|
16.80
|
|
675,420
|
|
16.80
|
|
||
2024
|
7,912,800
|
20.59
|
|
7,946,313
|
|
20.59
|
|
||
2025
|
1,407,705
|
25.18
|
|
1,730,210
|
|
25.18
|
|
||
2026
|
2,109,451
|
19.51
|
|
2,365,602
|
|
19.51
|
|
||
2027
|
93,750
|
22.92
|
|
93,750
|
|
22.92
|
|
||
2028
|
800,000
|
22.50
|
|
—
|
|
—
|
|
||
Total
|
13,961,426
|
$
|
20.57
|
|
13,801,795
|
|
$
|
20.54
|
|
ii.
|
Cash-settled BPY Awards
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||
|
Number of options
|
|
Weighted average
exercise price |
|
Number of options
|
|
Weighted average
exercise price |
|
||
Outstanding, beginning of period
|
7,144,871
|
|
$
|
20.30
|
|
7,377,042
|
|
$
|
20.28
|
|
Granted
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Exercised
|
(3,770)
|
|
19.51
|
|
(213,106)
|
|
19.12
|
|
||
Expired/forfeited
|
(191,636)
|
|
21.74
|
|
(19,065
|
)
|
24.42
|
|
||
Reclassified
(1)
|
437,151
|
|
22.48
|
|
—
|
|
—
|
|
||
Outstanding, end of period
|
7,386,616
|
|
$
|
20.40
|
|
7,144,871
|
|
$
|
20.30
|
|
Exercisable, end of period
|
5,655,135
|
|
$
|
20.18
|
|
3,973,290
|
|
$
|
19.93
|
|
(1)
|
Relates to the reclassification of equity-settled options for employees in Brazil to cash-settled options subsequent to the amendment of the BPY Plan, which was amended on February 7, 2018.
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||
Expiry date
|
Number of
options |
|
Weighted average
exercise price |
|
Number of
options |
|
Weighted average
exercise price |
|
||
2020
|
69,000
|
|
$
|
13.07
|
|
69,000
|
|
$
|
13.07
|
|
2021
|
172,800
|
|
17.44
|
|
172,800
|
|
17.44
|
|
||
2022
|
515,800
|
|
18.09
|
|
515,800
|
|
18.09
|
|
||
2023
|
519,000
|
|
16.80
|
|
519,000
|
|
16.80
|
|
||
2024
|
4,278,663
|
|
20.59
|
|
4,330,286
|
|
20.59
|
|
||
2025
|
859,059
|
|
25.18
|
|
695,376
|
|
25.18
|
|
||
2026
|
972,294
|
|
19.51
|
|
842,609
|
|
19.51
|
|
||
Total
|
7,386,616
|
|
$
|
20.40
|
|
7,144,871
|
|
$
|
20.30
|
|
b)
|
Restricted BPY LP Unit Plan
|
c)
|
Restricted BPY LP Unit Plan (Canada)
|
d)
|
Deferred Share Unit Plan
|
e)
|
GGP LTIP Plans
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Items that may be reclassified to net income:
|
|
|
|
|
||||||||
Foreign currency translation
|
|
|
|
|
||||||||
Net unrealized foreign currency translation (losses) gains in respect of foreign operations
|
$
|
(280
|
)
|
$
|
377
|
|
$
|
(989
|
)
|
$
|
1,035
|
|
Reclassification of realized foreign currency translation gains to net income on dispositions of foreign operations
|
—
|
|
50
|
|
—
|
|
50
|
|
||||
Gains (losses) on hedges of net investments in foreign operations, net of income taxes for the three and nine months ended Sep. 30, 2018 of ($2) million and ($7) million, respectively (2017 – $6 million and $19 million)
(1)
|
91
|
|
(149
|
)
|
299
|
|
(512
|
)
|
||||
|
(189
|
)
|
278
|
|
(690
|
)
|
573
|
|
||||
Cash flow hedges
|
|
|
|
|
||||||||
Gains (losses) on derivatives designated as cash flow hedges, net of income taxes for the three and nine months ended Sep. 30, 2018 of ($3) million and ($15) million, respectively (2017 – ($6) million and ($13) million)
|
9
|
|
1
|
|
62
|
|
40
|
|
||||
|
9
|
|
1
|
|
62
|
|
40
|
|
||||
Available-for-sale securities
|
|
|
|
|
||||||||
Net change in unrealized gains on available-for-sale securities, net of income taxes
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
||||
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
||||
Equity accounted investments
|
|
|
|
|
||||||||
Share of unrealized foreign currency translation (losses) gains in respect of foreign operations
|
(1
|
)
|
3
|
|
(2
|
)
|
5
|
|
||||
Gains (losses) on derivatives designated as cash flow hedges
|
9
|
|
2
|
|
31
|
|
3
|
|
||||
|
8
|
|
5
|
|
29
|
|
8
|
|
||||
Items that will not be reclassified to net income:
|
|
|
|
|
||||||||
Unrealized (losses) on securities - FVTOCI, net of income taxes for the three and nine months ended Sep. 30, 2018 of nil and $2 million (2017 - nil and nil)
|
(1
|
)
|
—
|
|
(5
|
)
|
—
|
|
||||
Net remeasurement (losses) on defined benefit obligations
|
—
|
|
—
|
|
2
|
|
(2
|
)
|
||||
Revaluation surplus
|
1
|
|
—
|
|
3
|
|
—
|
|
||||
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
||||
Total other comprehensive income (loss)
|
$
|
(172
|
)
|
$
|
283
|
|
$
|
(599
|
)
|
$
|
619
|
|
(1)
|
Unrealized gains (losses) on a number of hedges of net investments in foreign operations are with a related party.
|
a)
|
Derivatives and hedging activities
|
•
|
foreign currency forward contracts to hedge exposures to Canadian Dollar, Australian Dollar, British Pound, Euro, Chinese Yuan, Brazilian Real, Indian Rupee and South Korean Won denominated net investments in foreign subsidiaries and foreign currency denominated financial assets;
|
•
|
interest rate swaps to manage interest rate risk associated with planned refinancings and existing variable rate debt; and
|
•
|
interest rate caps to hedge interest rate risk on certain variable rate debt.
|
(US$ Millions)
|
Hedging item
|
Notional
|
|
Rates
|
Maturity dates
|
Fair value
|
|
||
Sep. 30, 2018
|
Interest rate caps of US$ LIBOR debt
|
$
|
4,838
|
|
2.3% - 4.8%
|
Jun. 2019 - Sep. 2023
|
$
|
4
|
|
|
Interest rate swaps of US$ LIBOR debt
|
1,808
|
|
1.0% - 2.7%
|
Nov. 2018 - Mar. 2022
|
6
|
|
||
|
Interest rate caps of £ LIBOR debt
|
937
|
|
1.3% - 2.0%
|
Dec. 2019 - Jan. 2021
|
—
|
|
||
|
Interest rate swaps of £ LIBOR debt
|
68
|
|
1.5%
|
Apr. 2020
|
(1
|
)
|
||
|
Interest rate swaps of € EURIBOR debt
|
116
|
|
1.0% - 1.3%
|
Apr. 2020 - Apr. 2021
|
—
|
|
||
|
Interest rate caps of C$ LIBOR debt
|
186
|
|
3.0%
|
Oct. 2020 - Oct. 2022
|
—
|
|
||
|
Interest rate swaps of C$ LIBOR debt
|
50
|
|
3.7% - 4.3%
|
Nov. 2021
|
1
|
|
||
|
Interest rate swaps on forecasted fixed rate debt
|
100
|
|
4.0%
|
Jun. 2019
|
(153
|
)
|
||
Dec. 31, 2017
|
Interest rate caps of US$ LIBOR debt
|
$
|
1,958
|
|
2.3% - 3.5%
|
May 2018 - Oct. 2020
|
$
|
1
|
|
|
Interest rate swaps of US$ LIBOR debt
|
1,692
|
|
0.7% - 2.2%
|
Jun. 2018 - Mar. 2022
|
19
|
|
||
|
Interest rate caps of £ LIBOR debt
|
452
|
|
1.3%
|
Dec. 2019
|
—
|
|
||
|
Interest rate swaps of £ LIBOR debt
|
71
|
|
1.5%
|
Apr. 2020
|
1
|
|
||
|
Interest rate swaps of C$ LIBOR debt
|
50
|
|
3.7% - 4.3%
|
Nov. 2021
|
1
|
|
||
|
Interest rate swaps on forecasted fixed rate debt
|
100
|
|
4.0%
|
Jun. 2029
|
(13
|
)
|
(US$ Millions)
|
Hedging item
|
|
Notional
|
|
Rates
|
Maturity dates
|
Fair value
|
|
|
Sep. 30, 2018
|
Net investment hedges
|
€
|
345
|
|
€0.78/$ - €0.85/$
|
Dec. 2018 - Sep. 2019
|
$
|
10
|
|
|
Net investment hedges
|
£
|
2,361
|
|
£0.70/$ - £0.78/$
|
Oct. 2018 - Nov. 2019
|
49
|
|
|
|
Net investment hedges
|
A$
|
687
|
|
A$1.28/$ - A$1.40/$
|
Oct. 2018 - Nov. 2019
|
(3
|
)
|
|
|
Net investment hedges
|
C¥
|
2,672
|
|
C¥6.42/$ - C¥6.94/$
|
Nov. 2018 - Aug. 2019
|
11
|
|
|
|
Net investment hedges
|
C$
|
118
|
|
C$1.31/$
|
Oct. 2018 - Dec. 2018
|
(1
|
)
|
|
|
Net investment hedges
|
₩
|
616,289
|
|
₩1,095.80/$ - ₩1,109.82/$
|
Dec. 2018 - Sep. 2019
|
1
|
|
|
|
Net investment hedges
|
Rs
|
30,543
|
|
Rs67.44/$ - Rs69.71/$
|
Oct. 2018 - May 2019
|
33
|
|
|
|
Net investment hedges
|
£
|
77
|
|
£0.88/€ - £0.92/€
|
Jan. 2019 - Feb. 2020
|
(1
|
)
|
|
|
Cross currency swap on C$ LIBOR debt
|
C$
|
300
|
|
C$1.33/$
|
Jul. 2023
|
5
|
|
|
Dec. 31, 2017
|
Net investment hedges
|
€
|
191
|
|
€0.83/$ - €0.92/$
|
Jan. 2018 - Dec. 2018
|
$
|
(7
|
)
|
|
Net investment hedges
|
£
|
2,923
|
|
£0.73/$ - £0.81/$
|
Jan. 2018 - Jan. 2019
|
(237
|
)
|
|
|
Net investment hedges
|
A$
|
768
|
|
A$1.26/$ - A$1.38/$
|
Jan. 2018 - Feb. 2019
|
(21
|
)
|
|
|
Net investment hedges
|
C¥
|
1,165
|
|
C¥6.71/$ - C¥7.09/$
|
Jan. 2018 - Dec. 2018
|
(7
|
)
|
|
|
Net investment hedges
|
C$
|
127
|
|
C$1.25/$ - C$1.26/$
|
Oct. 2018 - Dec. 2018
|
—
|
|
|
|
Cash flow hedges
|
C$
|
150
|
|
C$1.27/$
|
Apr. 2018
|
1
|
|
|
|
Net investment hedges
|
₩
|
616,289
|
|
₩1,084.95/$ - ₩1,127.75/$
|
Aug. 2018 - Jan. 2019
|
(26
|
)
|
|
|
Cash flow hedges
|
Rs
|
771
|
|
Rs65.24/$
|
Mar. 2018
|
—
|
|
(US$ Millions)
|
Derivative type
|
Notional
|
|
Rates |
|
Maturity
dates
|
Fair value
|
|
||
Sep. 30, 2018
|
Interest rate caps
|
$
|
4,691
|
|
2.8% - 5.8%
|
|
Oct. 2018 - Oct. 2021
|
$
|
1
|
|
|
Interest rate swaps on forecasted fixed rate debt
|
1,660
|
|
2.3% - 6.0%
|
|
Nov. 2018 - Jun. 2030
|
12
|
|
||
|
Interest rate swaps of US$ LIBOR debt
|
800
|
|
2.4% - 2.7%
|
|
Jul. 2019 - Nov. 2020
|
(3
|
)
|
||
|
Interest rate swaptions
|
335
|
|
1.0
|
%
|
Nov. 2018 - Nov. 2028
|
—
|
|
||
Dec. 31, 2017
|
Interest rate caps
|
$
|
5,351
|
|
2.5% - 5.8%
|
|
Jan. 2018 - Oct. 2020
|
$
|
1
|
|
|
Interest rate swaps on forecasted fixed rate debt
|
1,660
|
|
1.9% - 6.0%
|
|
Jun. 2028 - Dec. 2029
|
(194
|
)
|
||
|
Interest rate swaps of US$ LIBOR debt
|
1,050
|
|
1.4% - 1.6%
|
|
Sep. 2018 - Nov. 2020
|
10
|
|
||
|
Interest rate swaptions
|
560
|
|
1.0
|
%
|
Jun. 2018 - Nov. 2018
|
—
|
|
b)
|
Measurement and classification of financial instruments
|
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||||
|
|
Under IFRS 9
|
Under IAS 39
|
||||||||||
(US$ Millions)
|
Classification and measurement basis
|
Carrying value
|
|
Fair value
|
|
Carrying value
|
|
Fair value
|
|
||||
Financial assets
|
|
|
|
|
|
||||||||
Participating loan interests
|
FVTPL
|
$
|
266
|
|
$
|
266
|
|
$
|
517
|
|
$
|
517
|
|
Loans and notes receivable
|
Amortized cost
|
551
|
|
551
|
|
185
|
|
185
|
|
||||
Other non-current assets
|
|
|
|
|
|
||||||||
Securities - FVTPL
|
FVTPL
|
232
|
|
232
|
|
174
|
|
174
|
|
||||
Derivative assets
|
FVTPL
|
30
|
|
30
|
|
48
|
|
48
|
|
||||
Securities - FVTOCI
|
FVTOCI
|
152
|
|
152
|
|
150
|
|
150
|
|
||||
Restricted cash
|
Amortized cost
|
171
|
|
171
|
|
153
|
|
153
|
|
||||
Current assets
|
|
|
|
|
|
||||||||
Derivative assets
|
FVTPL
|
229
|
|
229
|
|
37
|
|
37
|
|
||||
Accounts receivable
(1)
|
Amortized cost
|
638
|
|
638
|
|
536
|
|
536
|
|
||||
Restricted cash
|
Amortized cost
|
315
|
|
315
|
|
237
|
|
237
|
|
||||
Cash and cash equivalents
|
Amortized cost
|
2,444
|
|
2,444
|
|
1,491
|
|
1,491
|
|
||||
Total financial assets
|
|
$
|
5,028
|
|
$
|
5,028
|
|
$
|
3,528
|
|
$
|
3,528
|
|
Financial liabilities
|
|
|
|
|
|
||||||||
Debt obligations
(2)
|
Amortized cost
|
$
|
54,515
|
|
$
|
55,035
|
|
$
|
37,991
|
|
$
|
38,726
|
|
Capital securities
|
Amortized cost
|
2,889
|
|
2,895
|
|
3,352
|
|
3,358
|
|
||||
Capital securities - fund subsidiaries
|
FVTPL
|
835
|
|
835
|
|
813
|
|
813
|
|
||||
Other non-current liabilities
|
|
|
|
|
|
||||||||
Loan payable
|
FVTPL
|
24
|
|
24
|
|
23
|
|
23
|
|
||||
Accounts payable
|
Amortized cost
|
1,084
|
|
1,084
|
|
517
|
|
517
|
|
||||
Derivative liabilities
|
FVTPL
|
75
|
|
75
|
|
160
|
|
160
|
|
||||
Accounts payable and other liabilities
|
|
|
|
|
|
||||||||
Accounts payable and other
(3)
|
Amortized cost
|
2,905
|
|
2,905
|
|
2,614
|
|
2,614
|
|
||||
Derivative liabilities
|
FVTPL
|
201
|
|
201
|
|
399
|
|
399
|
|
||||
Total financial liabilities
|
|
$
|
62,528
|
|
$
|
63,054
|
|
$
|
45,869
|
|
$
|
46,610
|
|
(1)
|
Includes other receivables associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of
$35 million
and
$105 million
as of
September 30, 2018
and
December 31, 2017
, respectively.
|
(2)
|
Includes debt obligations associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of
$134 million
and
$1,107 million
as of
September 30, 2018
and
December 31, 2017
, respectively.
|
(3)
|
Includes accounts payable and other liabilities associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of
$14 million
and
$209 million
as of
September 30, 2018
and
December 31, 2017
, respectively.
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||||||||||||||||
|
Under IFRS 9
|
Under IAS 39
|
||||||||||||||||||||||
(US$ Millions)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||||||||||
Participating loan interests
|
$
|
—
|
|
$
|
—
|
|
$
|
266
|
|
$
|
266
|
|
$
|
—
|
|
$
|
—
|
|
$
|
209
|
|
$
|
209
|
|
Securities - FVTPL
|
—
|
|
—
|
|
232
|
|
232
|
|
—
|
|
—
|
|
174
|
|
174
|
|
||||||||
Securities - FVTOCI
|
—
|
|
—
|
|
152
|
|
152
|
|
—
|
|
—
|
|
150
|
|
150
|
|
||||||||
Derivative assets
|
—
|
|
259
|
|
—
|
|
259
|
|
—
|
|
85
|
|
—
|
|
85
|
|
||||||||
Total financial assets
|
$
|
—
|
|
$
|
259
|
|
$
|
650
|
|
$
|
909
|
|
$
|
—
|
|
$
|
85
|
|
$
|
533
|
|
$
|
618
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital securities - fund subsidiaries
|
$
|
—
|
|
$
|
—
|
|
$
|
835
|
|
$
|
835
|
|
$
|
—
|
|
$
|
—
|
|
$
|
813
|
|
$
|
813
|
|
Derivative liabilities
|
—
|
|
276
|
|
—
|
|
276
|
|
—
|
|
559
|
|
—
|
|
559
|
|
||||||||
Loan payable
|
—
|
|
—
|
|
24
|
|
24
|
|
—
|
|
—
|
|
23
|
|
23
|
|
||||||||
Total financial liabilities
|
$
|
—
|
|
$
|
276
|
|
$
|
859
|
|
$
|
1,135
|
|
$
|
—
|
|
$
|
559
|
|
$
|
836
|
|
$
|
1,395
|
|
|
Sep. 30, 2018
|
Dec. 31, 2017
|
||||||||||
|
Under IFRS 9
|
Under IAS 39
|
||||||||||
(US$ Millions) |
Financial
assets |
|
Financial
liabilities |
|
Financial
assets |
|
Financial
liabilities |
|
||||
Balance, beginning of period
|
$
|
835
|
|
$
|
836
|
|
$
|
1,605
|
|
$
|
821
|
|
Acquisitions
|
|
101
|
|
|
—
|
|
|
144
|
|
|
49
|
|
Dispositions
|
|
(7
|
)
|
|
(2
|
)
|
|
(986
|
)
|
|
(4
|
)
|
Fair value gains, net and OCI
|
|
(28
|
)
|
|
25
|
|
|
(216
|
)
|
|
(30
|
)
|
Other
|
|
(251
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
Balance, end of period
|
$
|
650
|
|
$
|
859
|
|
$
|
533
|
|
$
|
836
|
|
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||
Balances outstanding with related parties:
|
|
|
||||
Participating loan interests
|
$
|
266
|
|
$
|
517
|
|
Net (payables)/receivables within equity accounted investments
|
(23
|
)
|
(49
|
)
|
||
Loans and notes receivable
(1)
|
72
|
|
96
|
|
||
Receivables and other assets
|
9
|
|
11
|
|
||
Deposit and promissory note from Brookfield Asset Management
|
(733
|
)
|
(633
|
)
|
||
Property-specific debt obligations
|
(383
|
)
|
(415
|
)
|
||
Loans and notes payable and other liabilities
|
(211
|
)
|
(156
|
)
|
||
Capital securities held by Brookfield Asset Management
(2)
|
(750
|
)
|
(1,250
|
)
|
||
Preferred shares held by Brookfield Asset Management
|
(15
|
)
|
(15
|
)
|
(1)
|
At
September 30, 2018
, includes
$72 million
(
December 31, 2017
-
$96 million
) receivable from Brookfield Asset Management upon the earlier of the partnership’s exercise of its option to convert its participating loan interests into direct ownership of the Australian portfolio or the maturity of the participating loan interests.
|
(2)
|
During the third quarter of 2018, the Brookfield BPY Holdings Inc. Class C Junior Preferred shares, held by Brookfield Asset Management, were redeemed.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Transactions with related parties:
|
|
|
|
|
||||||||
Commercial property revenue
(1)
|
$
|
4
|
|
$
|
4
|
|
$
|
14
|
|
$
|
14
|
|
Management fee income
|
1
|
|
1
|
|
4
|
|
4
|
|
||||
Participating loan interests (including fair value gains, net)
|
13
|
|
33
|
|
45
|
|
77
|
|
||||
Interest expense on debt obligations
|
9
|
|
3
|
|
29
|
|
21
|
|
||||
Interest on capital securities held by Brookfield Asset Management
|
16
|
|
26
|
|
54
|
|
64
|
|
||||
General and administrative expense
(2)
|
57
|
|
51
|
|
153
|
|
151
|
|
||||
Construction costs
(3)
|
64
|
|
99
|
|
289
|
|
243
|
|
(1)
|
Amounts received from Brookfield Asset Management and its subsidiaries for the rental of office premises.
|
(2)
|
Includes amounts paid to Brookfield Asset Management and its subsidiaries for management fees, management fees associated with the partnership’s investments in private funds, and administrative services.
|
(3)
|
Includes amounts paid to Brookfield Asset Management and its subsidiaries for construction costs of development properties.
|
(US$ Millions)
For the three months ended Sep. 30, 2018 |
Brookfield Property Partners L.P.
|
|
BOP Split
|
|
BPO
|
|
Brookfield Property Preferred Equity Inc.
|
|
Brookfield Property Finance ULC
|
|
Holding entities
(2)
|
|
Additional holding entities and eliminations
(3)
|
|
Consolidating
adjustments
(4)
|
|
Brookfield Property Partners L.P consolidated
|
|
|||||||||
Revenue
|
$
|
—
|
|
$
|
4
|
|
$
|
28
|
|
$
|
—
|
|
$
|
3
|
|
$
|
344
|
|
$
|
15
|
|
$
|
1,434
|
|
$
|
1,828
|
|
Net income attributable to unitholders
(1)
|
155
|
|
299
|
|
(980
|
)
|
—
|
|
—
|
|
380
|
|
(5
|
)
|
531
|
|
380
|
|
|||||||||
For the three months ended Sep. 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
$
|
—
|
|
$
|
34
|
|
—
|
|
—
|
|
$
|
116
|
|
$
|
—
|
|
$
|
1,360
|
|
$
|
1,510
|
|
||
Net income attributable to unitholders
(1)
|
62
|
|
(79
|
)
|
(90
|
)
|
—
|
|
—
|
|
175
|
|
17
|
|
83
|
|
168
|
|
(1)
|
Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR 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)
For the nine months ended Sep. 30, 2018 |
Brookfield Property Partners L.P.
|
|
BOP Split
|
|
BPO
|
|
Brookfield Property Preferred Equity Inc.
|
|
Brookfield Property Finance ULC
|
|
Holding entities
(2)
|
|
Additional holding entities and eliminations
(3)
|
|
Consolidating
adjustments
(4)
|
|
Brookfield Property Partners L.P consolidated
|
|
|||||||||
Revenue
|
$
|
—
|
|
$
|
18
|
|
$
|
103
|
|
$
|
—
|
|
$
|
3
|
|
$
|
807
|
|
$
|
30
|
|
$
|
4,138
|
|
$
|
5,099
|
|
Net income attributable to unitholders
(1)
|
549
|
|
409
|
|
(1,307
|
)
|
—
|
|
—
|
|
1,444
|
|
(25
|
)
|
374
|
|
1,444
|
|
|||||||||
For the nine months ended Sep. 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
$
|
—
|
|
$
|
178
|
|
$
|
—
|
|
$
|
—
|
|
$
|
445
|
|
$
|
—
|
|
$
|
3,934
|
|
$
|
4,557
|
|
Net income attributable to unitholders
(1)
|
89
|
|
(294
|
)
|
(471
|
)
|
—
|
|
—
|
|
248
|
|
17
|
|
652
|
|
241
|
|
(1)
|
Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR 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 Sep. 30, 2018 |
Brookfield Property Partners L.P.
|
|
BOP Split
|
|
BPO
|
|
Brookfield Property Preferred Equity Inc.
|
|
Brookfield Property Finance ULC
|
|
Holding entities
(2)
|
|
Additional holding entities and eliminations
(3)
|
|
Consolidating
adjustments
(4)
|
|
Brookfield Property Partners L.P consolidated
|
|
|||||||||
Current assets
|
$
|
—
|
|
$
|
54
|
|
$
|
178
|
|
$
|
—
|
|
$
|
235
|
|
$
|
5,474
|
|
$
|
364
|
|
$
|
(2,066
|
)
|
$
|
4,239
|
|
Non-current assets
|
13,269
|
|
15,265
|
|
19,516
|
|
—
|
|
—
|
|
30,134
|
|
1,741
|
|
27,028
|
|
106,953
|
|
|||||||||
Assets held for sale
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
391
|
|
391
|
|
|||||||||
Current liabilities
|
—
|
|
2,495
|
|
1,845
|
|
—
|
|
234
|
|
5,635
|
|
1,950
|
|
(3,469
|
)
|
8,690
|
|
|||||||||
Non-current liabilities
|
—
|
|
3,103
|
|
2,730
|
|
—
|
|
—
|
|
1,699
|
|
—
|
|
49,455
|
|
56,987
|
|
|||||||||
Liabilities associated with assets held for sale
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
148
|
|
148
|
|
|||||||||
Equity attributable to interests of others in operating subsidiaries and properties
|
—
|
|
—
|
|
2,284
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15,200
|
|
17,484
|
|
|||||||||
Equity attributable to unitholders
(1)
|
$
|
13,269
|
|
$
|
9,721
|
|
$
|
12,835
|
|
$
|
—
|
|
$
|
1
|
|
$
|
28,274
|
|
$
|
155
|
|
$
|
(35,981
|
)
|
$
|
28,274
|
|
(1)
|
Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR 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, 2017 |
Brookfield Property Partners L.P.
|
|
BOP Split
|
|
BPO
|
|
Brookfield Property Preferred Equity Inc.
|
|
Brookfield Property Finance ULC
|
|
Holding entities
(2)
|
|
Additional holding entities and eliminations
(3)
|
|
Consolidating
adjustments
(4)
|
|
Brookfield Property Partners L.P consolidated
|
|
|||||||||
Current assets
|
$
|
—
|
|
$
|
93
|
|
$
|
91
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,019
|
|
$
|
24
|
|
$
|
(748
|
)
|
$
|
2,479
|
|
Non-current assets
|
8,190
|
|
13,310
|
|
21,234
|
|
—
|
|
—
|
|
28,194
|
|
1,532
|
|
7,975
|
|
80,435
|
|
|||||||||
Assets held for sale
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,433
|
|
1,433
|
|
|||||||||
Current liabilities
|
—
|
|
544
|
|
5,518
|
|
—
|
|
—
|
|
1,186
|
|
845
|
|
2,420
|
|
10,513
|
|
|||||||||
Non-current liabilities
|
—
|
|
4,695
|
|
1,726
|
|
—
|
|
—
|
|
7,841
|
|
743
|
|
22,389
|
|
37,394
|
|
|||||||||
Liabilities associated with assets held for sale
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,316
|
|
1,316
|
|
|||||||||
Equity attributable to interests of others in operating subsidiaries and properties
|
—
|
|
—
|
|
2,284
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,654
|
|
12,938
|
|
|||||||||
Equity attributable to unitholders
(1)
|
$
|
8,190
|
|
$
|
8,164
|
|
$
|
11,797
|
|
$
|
—
|
|
$
|
—
|
|
$
|
22,186
|
|
$
|
(32
|
)
|
$
|
(28,119
|
)
|
$
|
22,186
|
|
(1)
|
Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR 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.
|
a)
|
Operating segments
|
b)
|
Basis of measurement
|
c)
|
Reportable segment measures
|
(US$ Millions)
|
Total revenue
(1)
|
FFO
|
||||||||||
Three months ended Sep. 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Core Office
|
$
|
526
|
|
$
|
536
|
|
$
|
114
|
|
$
|
113
|
|
Core Retail
(2)
|
145
|
|
—
|
|
71
|
|
113
|
|
||||
LP Investments
|
1,157
|
|
974
|
|
45
|
|
79
|
|
||||
Corporate
|
—
|
|
—
|
|
(107
|
)
|
(108
|
)
|
||||
Total
|
$
|
1,828
|
|
$
|
1,510
|
|
$
|
123
|
|
$
|
197
|
|
(1)
|
The partnership adopted IFRS 15, Revenues from Contracts with Customers, in 2018 using the modified retrospective method. The comparative information has not been restated and is reported under the accounting standards effective for those periods.
|
(2)
|
In the three months ended September 30, 2017, the partnership had a 34% interest in our Core Retail segment, which was equity accounted.
|
(US$ Millions)
|
Total revenue
(1)
|
FFO
|
||||||||||
Nine months ended Sep. 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Core Office
|
$
|
1,577
|
|
$
|
1,591
|
|
$
|
374
|
|
$
|
408
|
|
Core Retail
|
145
|
|
—
|
|
300
|
|
331
|
|
||||
LP Investments
|
3,374
|
|
2,966
|
|
200
|
|
205
|
|
||||
Corporate
|
3
|
|
—
|
|
(313
|
)
|
(318
|
)
|
||||
Total
|
$
|
5,099
|
|
$
|
4,557
|
|
$
|
561
|
|
$
|
626
|
|
(1)
|
The partnership adopted IFRS 15, in 2018 using the modified retrospective method. The comparative information has not been restated and is reported under the accounting standards effective for those periods.
|
(2)
|
In the nine months ended September 30, 2017, the partnership had a 34% interest in its Core Retail segment, which was equity accounted.
|
(US$ Millions)
|
Lease revenue
|
|
Other revenue from tenants
|
|
Hospitality revenue
|
|
Investment and other revenue
|
|
Total revenue
|
|
|||||
Three months ended Sep. 30, 2018
|
|||||||||||||||
Core Office
|
$
|
406
|
|
$
|
86
|
|
$
|
5
|
|
$
|
29
|
|
$
|
526
|
|
Core Retail
|
100
|
|
29
|
|
—
|
|
16
|
|
145
|
|
|||||
LP Investments
|
545
|
|
85
|
|
497
|
|
28
|
|
1,155
|
|
|||||
Corporate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
1,051
|
|
$
|
200
|
|
$
|
502
|
|
$
|
73
|
|
$
|
1,826
|
|
(US$ Millions)
|
Lease revenue
|
|
Other revenue from tenants
|
|
Hospitality revenue
|
|
Investment and other revenue
|
|
Total revenue
|
|
|||||
Nine months ended Sep. 30, 2018
|
|||||||||||||||
Core Office
|
$
|
1,207
|
|
$
|
265
|
|
$
|
14
|
|
$
|
91
|
|
$
|
1,577
|
|
Core Retail
|
100
|
|
29
|
|
—
|
|
16
|
|
145
|
|
|||||
LP Investments
|
1,623
|
|
254
|
|
1,446
|
|
51
|
|
3,374
|
|
|||||
Corporate
|
—
|
|
—
|
|
—
|
|
3
|
|
3
|
|
|||||
Total
|
$
|
2,930
|
|
$
|
548
|
|
$
|
1,460
|
|
$
|
161
|
|
$
|
5,099
|
|
|
Total assets |
Total liabilities |
||||||||||
(US$ Millions)
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
Sep. 30, 2018
|
|
Dec. 31, 2017
|
|
||||
Core Office
|
$
|
34,631
|
|
$
|
33,795
|
|
$
|
15,696
|
|
$
|
16,791
|
|
Core Retail
(1)
|
29,813
|
|
8,844
|
|
14,380
|
|
—
|
|
||||
LP Investments
|
46,970
|
|
41,471
|
|
30,179
|
|
26,630
|
|
||||
Corporate
|
169
|
|
237
|
|
5,570
|
|
5,802
|
|
||||
Total
|
$
|
111,583
|
|
$
|
84,347
|
|
$
|
65,825
|
|
$
|
49,223
|
|
(1)
|
In the year ended December 31, 2017, the partnership had a 34% interest in its Core Retail segment, which was equity accounted.
|
|
Three months ended Sep. 30,
|
|
Nine months ended Sep. 30,
|
|
||||||||
(US$ Millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
FFO
(1)
|
$
|
123
|
|
$
|
197
|
|
$
|
561
|
|
$
|
626
|
|
Depreciation and amortization of real estate assets
|
(70
|
)
|
(62
|
)
|
(201
|
)
|
(177
|
)
|
||||
Fair value gains, net
|
556
|
|
339
|
|
1,943
|
|
717
|
|
||||
Share of equity accounted income - non-FFO
|
(52
|
)
|
182
|
|
33
|
|
248
|
|
||||
Income tax expense
|
37
|
|
(183
|
)
|
(49
|
)
|
(419
|
)
|
||||
Non-controlling interests of others in operating subsidiaries and properties – non-FFO
|
(214
|
)
|
(305
|
)
|
(843
|
)
|
(754
|
)
|
||||
Net income attributable to unitholders
(2)
|
380
|
|
168
|
|
1,444
|
|
241
|
|
||||
Non-controlling interests of others in operating subsidiaries and properties
|
342
|
|
491
|
|
1,352
|
|
1,269
|
|
||||
Net income
|
$
|
722
|
|
$
|
659
|
|
$
|
2,796
|
|
$
|
1,510
|
|
(1)
|
FFO represents interests attributable to GP Units, LP Units, Exchange LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and BPR Units. The interests attributable to Exchange LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and BPR Units are presented as non-controlling interests in the consolidated statements of income.
|
(2)
|
Includes net income attributable to GP Units, LP Units, Exchange LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and BPR Units. The interests attributable to Exchange LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and BPR Units are presented as non-controlling interests in the consolidated statements of income.
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
(a)
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
(b)
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
(b)
|
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
|
/s/ Brian W. Kingston
|
|
Brian W. Kingston
|
|
Chief Executive Officer of Brookfield Property Group LLC,
|
|
a manager of the issuer
|
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
(a)
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
(b)
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
(b)
|
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
|
/s/ Bryan K. Davis
|
|
Bryan K. Davis
|
|
Chief Financial Officer of Brookfield Property Group LLC,
|
|
a manager of the issuer
|
|