10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the quarterly period ended September 30, 2020

☐         Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the Transition Period from                    to                     

COMMISSION FILE NUMBER 1-34948

Brookfield Property REIT Inc.

(Exact name of registrant as specified in its charter)

Delaware			27-2963337
(State or other jurisdiction of incorporating or organization)			(I.R.S. Employer Identification Number)
250 Vesey Street, 15th Floor	New York	NY	10281-1023
(Address of principal executive offices)			(Zip Code)

(212) 417-7000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Stock, par value $.01 per share	BPYU	Nasdaq Global Select Market
6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share	BPYUP	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes          ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes          ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☒	Large accelerated filer	☐	Accelerated filer
☐	Non-accelerated filer	☐	Smaller reporting company
		☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes          ☒ No

The number of shares of Class A Stock, $.01 par value, outstanding on November 4, 2020 was 39,129,457.

1

Brookfield Property REIT Inc.

INDEX

			PAGE NUMBER
Part I	FINANCIAL INFORMATION
	Item 1: Financial Statements
		Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (Unaudited)	4
		Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020 and 2019 (Unaudited)	5
		Consolidated Statements of Equity for the three and nine months ended September 30, 2020 and 2019 (Unaudited)	7
		Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (Unaudited)	11
		Notes to Consolidated Financial Statements (Unaudited)	13
		Note 1: Organization	13
		Note 2: Summary of Significant Accounting Policies	14
		Note 3: Acquisitions, Sales and Joint Venture Activity	21
		Note 4: Fair Value	24
		Note 5: Unconsolidated Real Estate Affiliates	26
		Note 6: Mortgages, Notes and Loans Payable	29
		Note 7: Leases	33
		Note 8: Income Taxes	35
		Note 9: Equity and Redeemable Noncontrolling Interests	36
		Note 10: Earnings Per Share	44
		Note 11: Stock-Based Compensation Plans	44
		Note 12: Accounts Receivable, net	46
		Note 13: Notes Receivable	46
		Note 14: Prepaid Expenses and Other Assets	47
		Note 15: Accounts Payable and Accrued Expenses	48
		Note 16: Litigation	48
		Note 17: Commitments and Contingencies	49
		Note 18: Subsequent Events	49
	Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations		51
		Liquidity and Capital Resources	54
	Item 3: Quantitative and Qualitative Disclosures about Market Risk		64
	Item 4: Controls and Procedures		65
Part II	OTHER INFORMATION
	Item 1: Legal Proceedings		66
	Item 1A: Risk Factors		66
	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		67
	Item 3: Defaults Upon Senior Securities		67
	Item 4: Mine Safety Disclosures		67
	Item 5: Other Information		68
	Item 6: Exhibits		69
SIGNATURES			70

2

PART I        FINANCIAL INFORMATION

ITEM I        FINANCIAL STATEMENTS

Brookfield Property REIT Inc.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2020		December 31, 2019
	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	3,719,749	$	3,659,595
Buildings and equipment	14,225,715		14,020,589
Less accumulated depreciation	(2,917,298)		(2,569,911)
Construction in progress	235,186		160,443
Net property and equipment	15,263,352		15,270,716
Investment in Unconsolidated Real Estate Affiliates	4,461,997		4,634,292
Net investment in real estate	19,725,349		19,905,008
Cash and cash equivalents	173,341		197,829
Accounts receivable, net	563,612		234,928
Notes receivable	44,572		76,310
Deferred expenses, net	166,956		188,591
Prepaid expenses and other assets (see Notes 7 and 14)	757,832		745,060
Deferred tax assets, net	620,058		625,660
Total assets	$	22,051,720	$	21,973,386
Liabilities:
Mortgages, notes and loans payable (including related party debt - see Note 6)	$	16,330,129	$	15,902,894
Investment in Unconsolidated Real Estate Affiliates	131,201		125,565
Accounts payable and accrued expenses (see Notes 7 and 15)	1,025,044		1,027,130
Dividend payable	454		21
Junior subordinated notes	206,200		206,200
Total liabilities	17,693,028		17,261,810
Redeemable Class A equity interests	890,464		1,354,234
Redeemable noncontrolling interests	61,670		62,235
Total redeemable interests	952,134		1,416,469
Equity:
Class B Stock & Series B Preferred Stock (collectively, "Combined Class B Stock"): 5,907,500,000 shares authorized, $0.01 par value, 520,528,095 and 493,665,297 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively (see Note 9)	5,206		4,937
Class C Stock: 1,000,000,000 shares authorized, $0.01 par value, 640,051,301 issued and outstanding as of September 30, 2020 and December 31, 2019	6,401		6,401
Preferred Stock: 500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019	242,042		242,042
Additional paid-in capital	7,245,170		6,670,844
Accumulated deficit	(5,426,952)		(5,076,455)
Accumulated other comprehensive loss	(102,599)		(85,402)
Total stockholders' equity	1,969,268		1,762,367
Noncontrolling interests in Consolidated Real Estate Affiliates	14,062		26,210
Noncontrolling interests of the Operating Partnership	1,423,228		1,506,530
Total equity	3,406,558		3,295,107
Total liabilities, redeemable interests and equity	$	22,051,720	$	21,973,386

The accompanying notes are an integral part of these consolidated financial statements.

3

Brookfield Property REIT Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Dollars in thousands, except per share amounts)
Revenues:
Rental revenues, net	$	326,707	$	317,469	$	1,019,609	$	954,728
Management fees and other corporate revenues	28,923		44,206		90,826		123,444
Other	11,353		13,450		34,643		34,368
Total revenues	366,983		375,125		1,145,078		1,112,540
Operating Expenses:
Real estate taxes	51,054		43,726		147,517		126,955
Property maintenance costs	6,640		6,297		22,200		22,693
Marketing	1,197		965		3,602		2,790
Other property operating costs	51,471		45,271		138,554		129,768
Property management and other costs	62,836		59,042		181,335		174,339
General and administrative	5,753		4,929		15,645		15,661
Costs related to the BPY Transaction	—		—		—		9,179
Provision for impairment	—		38,794		71,455		223,142
Depreciation and amortization	165,200		120,249		485,442		357,429
Total operating expenses	344,151		319,273		1,065,750		1,061,956
Interest and dividend income	1,969		12,138		5,828		23,451
Interest expense	(164,443)		(180,755)		(507,209)		(494,306)
Gain (loss) on extinguishment of debt	—		(27,542)		14,320		(27,542)
Gain (loss) from changes in control of investment properties and other, net	—		39,712		(15,433)		39,712
Loss before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests	(139,642)		(100,595)		(423,166)		(408,101)
Benefit from (provision for) income taxes	(5,808)		14,021		(4,596)		6,068
Equity in income (loss) of Unconsolidated Real Estate Affiliates	(44,155)		16,145		(105,424)		434
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net	(645)		33,640		10,882		137,994
Net loss	(190,250)		(36,789)		(522,304)		(263,605)
Allocation to noncontrolling interests	19,630		3,366		60,807		34,617
Net loss attributable to Brookfield Property REIT Inc.	$	(170,620)	$	(33,423)	$	(461,497)	$	(228,988)
Class A Stock Earnings Per Share (See Note 10):
Basic & Diluted Earnings Per Share	$	0.3325	$	0.3300	$	0.9975	$	0.9900

4

Brookfield Property REIT Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Continued)

(UNAUDITED)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Dollars in thousands, except per share amounts)
Comprehensive Loss, Net:
Net loss	$	(190,250)	$	(36,789)	$	(522,304)	$	(263,605)
Other comprehensive income (loss)
Foreign currency translation	(964)		(5,472)		(18,958)		(4,745)
Net unrealized gain (losses) on other financial instruments	(15)		(72)		39		(120)
Other comprehensive loss	(979)		(5,544)		(18,919)		(4,865)
Comprehensive loss	(191,229)		(42,333)		(541,223)		(268,470)
Comprehensive loss allocated to noncontrolling interests	19,726		3,366		62,529		34,617
Comprehensive loss attributable to Brookfield Property REIT Inc.	$	(171,503)	$	(38,967)	$	(478,694)	$	(233,853)

The accompanying notes are an integral part of these consolidated financial statements.

5

Brookfield Property REIT Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

	Combined Class B Stock		Class C Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated  Other Comprehensive Loss		Noncontrolling Interests in Consolidated Real Estate Affiliates and Operating Partnership		Total Equity		Redeemable Class A Stock
	(Dollars in thousands, except for per share and share amounts)
Balance at January 1, 2019	$	4,547	$	6,401	$	242,042	$	5,772,824	$	(4,721,335)	$	(82,653)	$	1,553,596	$	2,775,422	$	2,305,895
Net income (loss)									(315,935)				(39,005)		(354,940)		86,947
Distributions to noncontrolling interests in consolidated Real Estate Affiliates													(76,241)		(76,241)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates													1,188		1,188
Buyback of Class A Stock									5,283						5,283		(120,210)
Buyback of Class B-1 Stock	(105)						(158,517)		(65,902)						(224,524)
Series K Preferred Unit redemption									941				(729)		212
Long Term Incentive Plan & Stock Option Expense									653						653
Restricted stock grants, net of forfeitures (607,450 shares of Class A Stock)															—		7,288
Preferred stock dividend ($1.1952 per share)									(11,952)						(11,952)
Other comprehensive loss											(4,865)				(4,865)
Class A Conversion to Class B-1 (38,002,949 shares of Class A Stock converted to 33,919,596 shares of Class B-1 Stock)	340						725,201		72,522						798,063		(798,063)
Dividends on Class A Stock ($0.99 per share) and Combined Class B Stock (See Note 9)									(651,098)						(651,098)		(86,947)
Balance at September 30, 2019	$	4,782	$	6,401	$	242,042	$	6,339,508	$	(5,686,823)	$	(87,518)	$	1,438,809	$	2,257,201	$	1,394,910

6

Brookfield Property REIT Inc. CONSOLIDATED STATEMENTS OF EQUITY (Continued) (UNAUDITED)
	Combined Class B Stock		Class C Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated  Other Comprehensive Loss		Noncontrolling Interests in Consolidated Real Estate Affiliates and Operating Partnership		Total Equity		Redeemable Class A Stock
	(Dollars in thousands, except for per share and share amounts)
Balance at July 1, 2019	$	4,664	$	6,401	$	242,042	$	6,087,409	$	(5,652,263)	$	(81,974)	$	1,453,857	$	2,060,136	$	1,674,301
Net income (loss)									(56,318)				(4,717)		(61,035)		22,900
Distributions to noncontrolling interests in consolidated Real Estate Affiliates													(14,538)		(14,538)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates													4,392		4,392
Long-Term Incentive Plan & Stock Option Expense									223						223
Buyback of Class A Stock									2,008						2,008		(5,668)
Series K Preferred Unit redemption									18				(185)		(167)
Preferred stock dividend ($0.3984 per share)									(3,984)						(3,984)
Other comprehensive loss											(5,544)				(5,544)
Restricted stock grants, net of forfeitures (25,562 shares of Class A Stock)															—		1,990
Class A Conversion to Class B-1 (13,129,125 shares of Class A Stock converted to 11,791,341 shares of Class B-1 Stock)	118						252,099		23,493						275,710		(275,713)
Dividends on Class A Stock ($0.33 per share) and Combined Class B Stock (See Note 9)									—						—		(22,900)
Balance at September 30, 2019	$	4,782	$	6,401	$	242,042	$	6,339,508	$	(5,686,823)	$	(87,518)	$	1,438,809	$	2,257,201	$	1,394,910

7

Brookfield Property REIT Inc. CONSOLIDATED STATEMENTS OF EQUITY (Continued) (UNAUDITED)
	Combined Class B Stock		Class C Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated  Other Comprehensive Loss		Noncontrolling Interests in Consolidated Real Estate Affiliates and Operating Partnership		Total Equity		Redeemable Class A Stock
	(Dollars in thousands, except for per share and share amounts)
Balance at January 1, 2020	$	4,937	$	6,401	$	242,042	$	6,670,844	$	(5,076,455)	$	(85,402)	$	1,532,740	$	3,295,107	$	1,354,234
Net income (loss)									(516,388)				(63,524)		(579,912)		54,891
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates													(336)		(336)
Buyback of Class A Stock									92,822						92,822		(226,431)
Series K Preferred Unit redemption									2,149				(29,868)		(27,719)
Long Term Incentive Plan & Stock Option Expense									54						54
Preferred stock dividend ($1.19532 per share)									(11,953)						(11,953)
Other comprehensive loss											(17,197)		(1,722)		(18,919)
Restricted stock grants, net of forfeitures (784,517 shares of Class A Stock)							—								—		5,808
Class A Conversion to Class B-1 (11,578,482 shares of Class A Stock converted to 7,495,510 shares of Class B-1 Stock)	75						160,253		82,819						243,147		(243,147)
Dividends on Class A Stock ($0.9975 per share)															—		(54,891)
Class B Equity Issuance	194						414,073								414,267
Balance at September 30, 2020	$	5,206	$	6,401	$	242,042	$	7,245,170	$	(5,426,952)	$	(102,599)	$	1,437,290	$	3,406,558	$	890,464

8

Brookfield Property REIT Inc. CONSOLIDATED STATEMENTS OF EQUITY (Continued) (UNAUDITED)
	Combined Class B Stock		Class C Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated  Other Comprehensive Loss		Noncontrolling Interests in Consolidated Real Estate Affiliates and Operating Partnership		Total Equity		Redeemable Class A Stock
	(Dollars in thousands, except for per share and share amounts)
Balance at July 1, 2020	$	4,992	$	6,401	$	242,042	$	6,788,182	$	(5,361,146)	$	(101,715)	$	1,458,562	$	3,037,318	$	1,172,745
Net income (loss)									(185,956)				(20,531)		(206,487)		15,336
Distributions to noncontrolling interests in consolidated Real Estate Affiliates and Operating Partnership															—
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates													(204)		(204)
Buyback of Class A Stock									90,740						90,740		(208,476)
Series K Preferred Unit redemption									270				(441)		(171)
Long Term Incentive Plan & Stock Option Expense									23						23
Preferred stock dividend ($0.3984 per share)									(3,984)						(3,984)
Other comprehensive loss											(884)		(96)		(980)
Restricted stock grants, net of forfeitures (21,758 shares of Class A Stock forfeited)															—		2,231
Class A Conversion to Class B-1 (3,620,879 shares of Class A Stock converted to 2,007,259 shares of Class B-1 Stock)	20						42,915		33,101						76,036		(76,036)
Dividends on Class A Stock ($0.33 per share)															—		(15,336)
Class B Equity Issuance	194						414,073								414,267
Balance at September 30, 2020	$	5,206	$	6,401	$	242,042	$	7,245,170	$	(5,426,952)	$	(102,599)	$	1,437,290	$	3,406,558	$	890,464

The accompanying notes are an integral part of these consolidated financial statements.

9

Brookfield Property REIT Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2020		2019
	(Dollars in thousands)
Cash Flows (used in) provided by Operating Activities:
Net (loss) income	$	(522,304)	$	(263,605)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Equity in (income) loss of Unconsolidated Real Estate Affiliates	105,424		(434)
Distributions received from Unconsolidated Real Estate Affiliates	35,703		79,267
Provision for doubtful accounts	56,475		8,244
Depreciation and amortization	485,442		357,429
Amortization/write-off of deferred finance costs	25,240		21,644
Accretion/write-off of debt market rate adjustments	(1,110)		(1,255)
Amortization of intangibles other than in-place leases	(3,261)		(2,480)
Amortization of right-of-use assets	7,681		3,934
Straight-line rent amortization	(5,943)		(5,633)
Deferred income taxes	5,601		(10,810)
Unconsolidated Real Estate Affiliates - loss on investment, net	(10,882)		(137,994)
Gain (loss) from changes in control of investment properties and other, net	15,433		(39,712)
Provision for impairment	71,455		223,142
(Gain) loss on extinguishment of debt	(14,320)		27,542
Net changes:
Accounts and notes receivable, net	(364,587)		45,614
Prepaid expenses and other assets (see Notes 7 and 14)	(27,640)		(4,137)
Deferred expenses, net	(2,055)		(13,012)
Accounts payable and accrued expenses (see Notes 7 and 15)	53,684		(39,910)
Other, net	(3,707)		4,359
Net cash (used in) provided by operating activities	(93,671)		252,193
Cash Flows (used in) Investing Activities:
Acquisition of real estate and property additions	—		(169,596)
Development of real estate and property improvements	(219,670)		(381,811)
Loans to affiliates	—		(330,000)
Loans to joint venture and joint venture partners	(2,168)		(97,548)
Proceeds from repayment of loans to affiliates	—		330,000
Proceeds from repayment of loans to joint venture and joint venture partners	—		18,020
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	84,450		173,774
Contributions to Unconsolidated Real Estate Affiliates	(75,226)		(208,277)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	29,684		269,465
Net cash (used in) investing activities	(182,930)		(395,973)
Cash Flows provided by Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable (including related party debt - see Note 6)	811,053		4,653,639
Principal payments on mortgages, notes and loans payable - (including related party debt - see Note 6)	(751,174)		(3,364,544)
Payment of deferred finance costs	(6,343)		(30,471)
Issuances of Class B Stock	414,266		—
Buyback of Class A Stock	(133,609)		(114,927)
Buyback of Combined Class B Stock	—		(224,524)
Series K preferred unit redemptions	(28,284)		(14,719)
Cash contributions from noncontrolling interests in consolidated real estate affiliates	31,688		—
Cash distributions to noncontrolling interests in consolidated real estate affiliates	—		(67,035)
Cash distributions paid to stockholders	(54,891)		(738,043)
Cash distributions paid to preferred stockholders	(11,953)		(11,952)
Cash distributions and redemptions paid to unit holders	(2,881)		(5,248)
Net cash provided by financing activities	267,872		82,176
Net change in cash, cash equivalents and restricted cash	(8,729)		(61,604)
Cash, cash equivalents and restricted cash at beginning of period	275,512		298,693
Cash, cash equivalents and restricted cash at end of period	$	266,783	$	237,089

10

Brookfield Property REIT Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (UNAUDITED)
	Nine Months Ended September 30,
	2020		2019
	(Dollars in thousands)
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	475,778	$	484,479
Interest capitalized	5,417		13,412
Income taxes paid	7,064		5,994
Accrued capital expenditures included in accounts payable and accrued expenses	265,716		221,995
Cash paid for amounts included in the measurement of lease liabilities	6,947		6,406
Recognition of right-of-use asset	—		73,633
Lease liabilities arising from obtaining right-of-use lease asset	—		73,633
Straight-line ground rent asset reclassed to right-of-use asset	—		53,779
Straight-line ground rent liability reclassed to right-of-use asset	—		3,817
Straight-line building rent liability reclassed to right-of-use asset	—		3,599
Non-cash transfer of legal rights for Coronado Center Mall (see Note 3)	—		53,100
Non-cash satisfaction of notes receivable from joint venture partner (see Note 3)	—		250,000
Non-cash transfer of legal rights for Mall in Columbia (see Note 3)	45,500		—

The accompanying notes are an integral part of these consolidated financial statements.

11

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 1        ORGANIZATION

Readers of this Quarterly Report on Form 10-Q (this "Quarterly Report") should refer to the Company's (as defined below) audited consolidated financial statements for the year ended December 31, 2019 which are included in the Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2019 (Commission File No. 001-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Unless context otherwise requires, capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

General

Brookfield Property REIT Inc. (referred to herein as "BPYU" or the "Company"), formerly known as GGP Inc. ("GGP"), a Delaware corporation, was organized in July 2010 and is an externally managed real estate investment trust ("REIT").

On March 26, 2018, GGP and Brookfield Property Partners L.P. ("BPY") entered into an agreement and plan of merger (as amended by the amendment thereto dated June 25, 2018, the "Merger Agreement") pursuant to which BPY would acquire all of the shares of GGP common stock, par value $0.01 per share, that BPY and its affiliates did not already own through a series of transactions (collectively, the "BPY Transaction"), including, among other things, the exchange of all shares of GGP common stock owned by certain affiliates of BPY and any subsidiary of GGP for a newly authorized series of preferred stock of GGP designated Series B Preferred Stock (the "Class B Exchange") and the payment of a special dividend payable to certain holders of record of GGP common stock pursuant to the terms of the Merger Agreement (the "Pre-Closing Dividend").

BPYU is an indirect subsidiary of BPY, one of the world's largest commercial real estate companies. In these notes, the terms "we," "us" and "our" refer to BPYU and its subsidiaries. BPYU, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of September 30, 2020, we were the owner, either entirely or with joint venture partners, of 122 retail properties in the United States.

Substantially all of our business is conducted through BPR OP, LP ("BPROP"), which we sometimes refer to herein as the Operating Partnership, and its subsidiaries. As of September 30, 2020, BPYU held approximately 99% of the common equity of BPROP, while the remaining 1% was held by limited partners and certain previous contributors of properties to BPROP.

In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through BPR REIT Services LLC ("BPRRS"), Brookfield Properties Retail Inc. ("BPRI") and General Growth Management, Inc. ("GGMI"). Each of GGMI and BPRI is a taxable REIT subsidiary ("TRS"), which earn real estate management, leasing, development, and financing fees for other ancillary services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties (defined below). BPRI also serves as a contractor to GGMI for these services. BPRRS generally provides financial, accounting, tax, legal, development, and other services to our Consolidated Properties.

We refer to our ownership interests in properties in which we own a majority or controlling interest and are consolidated under accounting principles generally accepted in the United States of America ("GAAP") as the "Consolidated Properties." We also own interests in certain properties through joint venture entities in which we own a noncontrolling interest ("Unconsolidated Real Estate Affiliates") and we refer to those properties as the "Unconsolidated Properties".

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Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of BPYU, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of BPROP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. The Operating Partnership and each of our consolidated joint ventures are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnership and our consolidated joint ventures, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities.

We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use property operations in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue or combined assets. When assessing segment operating performance, certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization are excluded from property operations, which are a result of GGP's emergence from bankruptcy, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment.

Acquisitions of Operating Properties (Note 3)

The fair values of tangible assets are determined on an "if vacant" basis. The "if vacant" fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the "if vacant" value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value.

The estimated fair value of in-place tenant leases includes lease origination costs (costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance, and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of the acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant.

Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably certain. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term.

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Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

The gross asset balances and accumulated amortization of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.

	Gross Asset		Accumulated Amortization		Net Carrying Amount
As of September 30, 2020
Tenant leases:
In-place value	$	314,921	$	(99,142)	$	215,779
As of December 31, 2019
Tenant leases:
In-place value	$	311,838	$	(72,658)	$	239,180

The above-market tenant leases are included in prepaid expenses and other assets (Note 14); the below-market tenant leases are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our income from continuing operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Amortization/accretion effect on continuing operations	$	(16,079)	$	(8,665)	$	(61,235)	$	(18,446)

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2020 Remaining	$	14,771
2021	42,449
2022	31,641
2023	24,163
2024	19,974

Revenue Recognition and Related Matters

Accounting for real estate sales distinguishes between sales to a customer or non-customer for purposes of revenue recognition. Once we, as the seller, determine that we have a contract, we will identify each distinct non-financial asset promised to the counter-party and whether the counter-party obtains control and transfers risks and rewards of ownership of each non-financial asset to determine if we should derecognize the asset.

Leases

We have entered into lease arrangements for the land and buildings at certain properties, as well as for the use of office space in Chicago, Illinois. We account for leases under Accounting Standards Update ("ASU") 2016-02, Leases ("ASC 842", "Topic 842", or "the new leasing standard").

The new leasing standard requires lessees to record a right-of-use ("ROU") asset and a related lease liability for the rights and obligations associated with all lessee leases. Accounting Standards Codification ("ASC") 842 also modified the lease classification criteria through the elimination of "bright-line" tests, the removal of historical real estate specific lease provisions, and changes to lessor accounting to align with the new revenue recognition standard ASC 606, Revenue from Contracts with Customers.

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Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

We elected to use the following additional practical expedients permitted by the new leasing standard:

•The short-term lease election that allows a lessee not to apply the balance sheet recognition requirements to leases with a term of 12 months or less; lease payments associated with these leases are recognized on a straight-line basis as an expense over the lease term and are not material.

•The practical expedient which allows a lessee to not separate lease and non-lease components. We have elected to apply this election to all classes of underlying assets.

Lessee arrangements

To account for leases for which we are the lessee under the new leasing standard, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. Differences in lease classification will affect only the pattern and classification of expense recognition in our Consolidated Statements of Operations and Comprehensive Income (Loss).

The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The lease liability balance is subsequently amortized using the effective interest method. The incremental borrowing rate is determined using an approach based on the rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. We utilized a market-based approach to estimate the Incremental Borrowing Rate ("IBR") for each individual lease. The approach required significant judgment. Therefore, we utilized different data sets to estimate base IBRs via an analysis of (i) yields on outstanding public debt of BPYU, as well as comparable companies, (ii) observable mortgage rates, and (iii) unlevered property yields and discount rates. We then applied adjustments to account for considerations related to (i) term and (ii) security that may not be fully incorporated by the aforementioned data sets. Based on individual characteristics of each lease, we selected an IBR taking into consideration how each data approach and adjustments thereto incorporate term, currency and security.

The lease term is the noncancelable period of the lease, and includes any renewal and termination options we are reasonably certain to exercise. The reasonably certain threshold is evaluated at lease commencement and is typically met if substantial economic incentives or termination penalties are identified.

Lease payments measured at the commencement date include fixed payments, in-substance fixed payments, variable lease payments dependent on a rate or index (using the index or rate in effect at lease commencement), any purchase option the lessee is reasonably certain to exercise, and payments of penalties for terminating the lease if the lease term reflects the lessee exercising the termination option. Fully variable lease payments without an in-substance fixed component are not included in the measurement of the lease liability and are recognized in the period in which the underlying contingency is resolved.

The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if our assessment of exercising an extension, termination or purchase option changes. Once remeasured, an adjustment is made to the ROU asset. However, if the carrying amount of the right-of-use asset is reduced to zero, any remaining amount of the remeasurement is recognized in earnings.

The ROU asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received.

Our current lessee lease portfolio is comprised primarily of operating leases. If we enter into a finance lease, the new leasing standard requires us to initially recognize and measure these leases using the same method as described above for operating leases. Subsequent to initial recognition, each lease payment would be allocated between interest expense and a reduction of the lease liability. This expense would be recognized over the lease term using the interest method to produce a constant periodic rate of interest on the remaining balance of the liability for each period and would be included in interest expense in our Consolidated Statements of Operations and Comprehensive Income (Loss). The ROU asset would be amortized on a straight-line basis over the lease term, with depreciation recorded in depreciation and amortization in our Consolidated Statements of Operations and Comprehensive Income (Loss).

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Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

The ROU assets in our operating leases are evaluated for impairment in a manner similar to our operating properties, as described below under "Impairment".

Lessor arrangements

At the inception of a new lease arrangement, including new leases that arise from amendments, we assess the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but we obtain a guarantee for the value of the asset from a third party, we classify the lease as a direct financing lease. All other leases are classified as operating leases. Control of the underlying asset is transferred to the lessee if any of the following criteria are met: (i) transfer of ownership to the lessee prior to or shortly after the end of the lease term, (ii) lessee has an option to purchase the underlying property that the lessee is reasonably certain to exercise, (iii) the lease term is for the major part of the underlying property’s remaining economic life, (iv) the present value of the sum of lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments is equal to or exceeds substantially all of the fair value of the leased property or (v) the underlying property is of such a specialized nature that it is expected to have no alternative use at the end of the lease term. As of September 30, 2020, we do not have any material sales-type or direct financing leases.

For operating leases with minimum scheduled rent increases, we recognize rental income on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments (and, if applicable, any amounts necessary to satisfy a residual value guarantee) is probable. Variable lease payments are recognized as rental income in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Variable lease payments include overage rent, which is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount, is recognized once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.

Our leases also contain provisions for tenants to reimburse us for real estate taxes and insurance, as well as for other property operating expenses, marketing costs, and utilities, which are considered to be non-lease components. These tenant reimbursements are most often established in the leases or in less frequent cases computed based upon a formula. We have elected the practical expedient to not separate non-lease components from the lease component for all classes of underlying assets and determined that the lease component is the predominant component in the contract; therefore, these recoveries are recognized in a manner similar to minimum rents and variable rents within rental revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Recognizing rental and related income on a straight-line basis results in a difference in the timing of revenue recognition from what is contractually due from tenants. Straight-line rents are recorded in accounts receivable, net in our Consolidated Balance Sheets. For leases where collectability of substantially all the lease payments is probable, we establish an allowance for doubtful accounts against the portion of accounts receivable, net, including straight-line rents, which is estimated to be uncollectible. Such estimates are based on our previous recovery experience and expectations of future lease concessions. Lease concessions are generally considered a lease modification and thus are recognized prospectively over the remaining lease term. However, the Company does include its estimate of potential lease concessions when establishing its general reserve, based on its best estimates of total lease concessions expected, recognizing the portion of the total concession that is deemed attributable to the current period through consideration of weighted average remaining lease terms. Changes in the general allowance are recognized in rental income on our Consolidated Statements of Operations and Comprehensive Income (Loss). If we determine that collectability of substantially all the lease payments is not probable, we record a current-period adjustment to rental income to amount of cash collected from the lessee. This adjustment effectively reduces cumulative income recognized since lease commencement from an accrual basis to cash basis. In addition, future revenue recognition is limited to amounts paid by the lessee. We will generally return to an accrual basis of accounting, if and when, all delinquent payments become current under the terms of the lease agreement and collectability of substantially all the remaining contractual lease payments is reasonably probable.

With respect to our consolidated properties, for the three and nine months ended September 30, 2020, we have recorded $36.9 million and $59.8 million, respectively, associated with potentially uncollectible revenues, which includes $2.4 million

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Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

and $7.4 million, respectively, for straight-line rent receivables. With respect to our Unconsolidated Real Estate Affiliates, for the three and nine months ended September 30, 2020, our Unconsolidated Real Estate Affiliates have recorded $47.4 million and $81.0 million, respectively, associated with potentially uncollectible revenues, which includes $3.0 million and $10.1 million, respectively, for straight-line rent receivables. Of these amounts for the three and nine months ended September 30, 2020, our share totaled $24.9 million and $40.1 million, respectively, which includes $1.5 million and $4.8 million, respectively, for straight-line rent receivables.

As of September 30, 2020, the Company, including consideration of our share of Unconsolidated Real Estate Affiliates, has collected approximately 65% of third quarter rents, and collections continue to increase subsequent to quarter end. While working to preserve our profitability and cash flow, we are also working with our tenants regarding requests for lease concessions and other forms of assistance, although we have not executed a significant number of agreements. While we anticipate that we may grant further rent concessions, such as the deferral or abatement of lease payments, such rent concession requests are evaluated on a case-by-case basis. Not all requests for rent relief will be granted as the Company does not intend to forgo its legally enforceable contractual rights that exist under its lease agreements.

Rental revenues also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the emergence from bankruptcy.

In leasing tenant space, we may provide funding to the lessee through a tenant allowance. To account for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the control and ownership of such improvements. If we are considered the owner of the leasehold improvements, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the leasehold improvements, the allowance is capitalized to deferred expenses and considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Deferred expenses

The new leasing standard defines initial direct costs as incremental costs of a lease that would not have been incurred if the lease had not been obtained. These initial direct costs (consisting primarily of leasing commissions paid to third parties) are recognized as deferred expenses on our Consolidated Balance Sheet and are amortized using the straight-line method over the life of the leases. Other leasing costs which do not meet the definition of initial direct costs (consisting primarily of internal legal and leasing overhead costs) are expensed as incurred and included in property management and other costs in our Consolidated Statements of Operations and Comprehensive Income (Loss).

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent real estate management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss). Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income (loss) of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income (Loss) and in property management and other costs in the Condensed Combined Statements of Income in Note 5. The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Management fees from affiliates	$	28,923	$	44,206	$	90,826	$	123,444
Management fee expense	(9,007)		(11,956)		(25,911)		(36,485)
Net management fees from affiliates	$	19,916	$	32,250	$	64,915	$	86,959

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Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Management Fee Expense

Following the BPY Transaction, certain Brookfield Asset Management Inc. ("BAM")-owned entities provide certain management and administration services to BPYU. BPYU and its affiliates pay a management fee based on market capitalization and metrics defined by management. For the first twelve months following closing of the BPY Transaction, BAM agreed to waive management fees payable by BPYU. Amounts payable for the three and nine months ended September 30, 2020 were $4.6 million and $12.4 million, respectively.

Following the BPY Transaction, an affiliate of BAM is entitled to receive incentive distributions based on an amount by which quarterly distributions exceed specified target levels. There were no such amounts payable for the three and nine months ended September 30, 2020 and 2019.

Impairment

Operating Properties

We regularly review our Consolidated Properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy, debt maturities, changes in management's intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company's expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

Impairment charges are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition.

During the three months ended September 30, 2020, we recorded no impairment charges. During the nine months ended September 30, 2020, we recorded an impairment charge of $71.5 million on our Consolidated Statements of Operations and Comprehensive Income (Loss) related to a reduction in the probability-weighted holding period at one of the operating properties, where the Company is currently engaging in negotiations with the creditor to obtain potential lender concessions or other relief (see Note 5).

During the three months ended September 30, 2019, we recorded an impairment charge of $38.8 million on our Consolidated Statements of Operations and Comprehensive Income (Loss) related to one operating property where the carrying value exceeded the transfer price to our affiliate (Note 3). During the nine months ended September 30, 2019, we recorded a

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Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

$223.1 million impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss), $184.3 million of which related to one operating property as a result of a significant decrease in market leasing assumptions and $38.8 million of which related to the impairment charge on the operating property discussed above.

A significant judgment is made as to if and when impairment should be taken. The Company’s assessment of impairment as of September 30, 2020 was based on the most current information available to the Company. Based upon current market conditions, certain of the Company’s properties may have fair values less than their carrying amounts. However, based on the Company’s plans with respect to those properties, the Company believes that their carrying amounts are recoverable and therefore, under applicable GAAP guidance, no impairment charges were recognized. If the operating conditions mentioned above deteriorate or if the Company’s expected holding period for assets change, subsequent tests for impairment could result in impairment charges in the future.

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we performed for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. Refer to Note 5 for more information.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility. Our credit risk exposure with regard to our cash and the $1.5 billion available under our credit facility is spread among a diversified group of investment grade financial institutions. We had $920.0 million and $715.0 million outstanding under our credit facility as of September 30, 2020 and December 31, 2019, respectively.

Severance and Other Employee Related Costs

In accordance with ASC 712, Nonretirement Postemployment Benefits, we recognize severance costs when it becomes probable that a payment will be made and the amount is estimable. During the three and nine months ended September 30, 2020, the Company recorded $12.0 million of severance costs included in accounts payable on our Consolidated Balances Sheets and property management costs on our Consolidated Statements of Operations and Comprehensive Income (Loss), related to a workforce reduction.

Recently Issued Accounting Pronouncements

Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic ("COVID-19" or "the global economic shutdown" or "the shutdown"), lessors may provide rent deferrals and other lease concessions to lessees. In April 2020, the Financial Accounting Standards Board ("FASB") staff issued a question and answer document (the "Lease Modification Q&A") focused on the application of lease accounting guidance to lease concessions provided as a result of the global economic shutdown. Under existing lease guidance, economic relief that is agreed to or negotiated outside of the original lease agreement is typically considered a lease modification, in which case both the lessee and lessor would be required to apply the respective modification frameworks. However, if the lessee was entitled to the economic relief because of either contractual or legal rights, the relief would be accounted for outside of the modification framework. Although the original lease modification guidance in ASC 842, Leases remain appropriate to address routine lease modifications, the Lease Modification Q&A established a different framework to account for certain lease concessions granted in response to the global economic shutdown. The Lease Modification Q&A allows the Company, if certain criteria have been met, to make an accounting policy election to account for COVID-19 related lease concessions as either a lease modification or a negative variable adjustment to rental revenue. Such election is required to be applied consistently to leases with similar characteristics and similar circumstances.

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Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

The Company has elected to apply such relief and will avail itself of the election to treat leases as lease modifications, thereby avoiding performing a lease by lease analysis for the lease concessions that were (1) granted as relief due to the shutdown and (2) result in the cash flows remaining substantially the same or less than the original contract. The adoption of this standard did not materially impact the Company's consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326: Measurement of Credit Losses on Financial Instruments), which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of this new guidance. The Company adopted this standard on January 1, 2020 which did not materially impact its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement. Public entities will be required to disclose the following: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. In addition, public entities will no longer be required to disclose the following: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels and (iii) the valuation processes for Level 3 fair value measurements. The new pronouncement also clarifies and modifies certain existing provisions, including eliminating "at a minimum" from the phrase "an entity shall disclose at a minimum" to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and clarifying that materiality is an appropriate consideration when evaluating disclosure requirements. The Company adopted this standard on January 1, 2020 which did not materially impact its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. This temporary guidance is effective as of March 12, 2020 through December 31, 2022 to ease potential burdens related to the accounting for, or recognizing the effects of, reference rate reform on financial reporting. The guidance provides optional expedients for applying existing GAAP to contract modifications and hedging relationships affected by the move of global capital markets away from interbank offered rates, most notably the London Interbank Offered Rate (LIBOR). The Company has not adopted any of the optional expedients or exceptions as of September 30, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to allocating the purchase price of real estate acquisitions, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

NOTE 3        ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

On September 3, 2020, the Company transferred its right in the Sears Anchor Parcel at The Mall in Columbia to TMIC FS Anchor Parcel LLC, a subsidiary of Mall in Columbia JV LLC. In connection with the formation of the Mall in Columbia JV LLC joint venture, the Company agreed to use reasonable efforts to transfer its legal rights at an agreed upon value of $45.5 million.

On May 27, 2020, the Company completed a restructuring with respect to Water Tower Place with its joint venture partner for nominal consideration and assumption of the partner’s share of the debt, resulting in the Company obtaining control of the entity with a total ownership percentage for the Company of 93.93%. Accordingly, the Company recognized a loss of

20

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

$15.4 million included in loss from changes in control of investment properties on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

On March 11, 2020, BPR Nimbus LLC (an indirect subsidiary of the Company) purchased 690,427 shares of Series B Convertible Preferred Stock in Camp NYC, Inc. (par value $0.01 per share) at a price of approximately of $7.24 per share, for a $5.0 million total investment, resulting in a 5.5% ownership interest in Camp NYC, Inc. The investment is accounted for using the cost method (adjusted for impairment and observable price changes) as the Company has neither control nor significant influence over Camp NYC, Inc. and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On February 21, 2020, the Company completed the sale of eight outparcels for a gross sales price of $12.1 million, which resulted in a gain of $7.8 million included in Other Revenues on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020. All of the eight outparcels were located at consolidated entities.

On February 7, 2020, our joint venture partner at the SoNo Collection contributed $70.8 million in additional capital to the joint venture, resulting in a dilution of the Company’s ownership interest from 17.0% to 12.9%.

On January 14, 2020, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased 758,725 shares of Common Stock in Allied Esports Entertainment, Inc. (par value $0.01 per share) at a price of $6.59 per share, for a $5.0 million total investment. The investment was marked to fair value as of September 30, 2020, which resulted in a loss of $0.6 million and a loss of $4.0 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2020, respectively. This investment resulted in a 3.2% ownership interest in Allied Esports Entertainment, Inc. The investment is accounted for at fair value as the Company has neither control nor significant influence over Allied Esports Entertainment, Inc. and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On January 9, 2020, the Company completed the sale of its 27.0% interest in Aero OpCo LLC ("Aeropostale") for a gross sales price of $36.0 million, which resulted in a gain on the sale of $15.1 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

On January 9, 2020, the Company completed the sale of its 1.2% interest in Authentic Brands Group LLC ("ABG") for a gross sales price of $33.5 million, which resulted in a gain on the sale of $1.4 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

On September 13, 2019, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased 10,000,000 shares of Class A Units in PFC Associates LLC ("P.F. Chang's") (par value $0.01 per share) at a price of $1.00 per share, for a $10.0 million total investment, resulting in a 3.2% ownership interest in P.F. Chang's. P.F. Chang's is a tenant at certain properties for which we receive rental income included in rental revenues on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2019. The investment is accounted for using the cost method as the Company has neither control nor significant influence over P.F. Chang's and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On August 26, 2019, the Company purchased an additional ownership interest of 49.677% in 730 Fifth Owners, LLC from its joint venture partner resulting in the Company obtaining control of the entity with a total ownership percentage for the Company of 99.677%. The transaction was accounted for as an asset acquisition. The transaction consideration consisted of cash consideration of $153.0 million and satisfaction of notes receivable of $249.5 million from the joint venture partner. Because of the presence of non-cash consideration, the Company determined that the fair value of the net assets acquired was more readily determinable than the fair value of the consideration given, and determined that the aggregate fair value of the joint venture's equity was $808.0 million on the acquisition date, which was allocated to the Company's 99.677% ownership interest for $805.4 million and the joint venture partner's remaining 0.323% non-controlling interest for $2.6 million. Concurrent with this transaction, the joint venture partner repaid $54.7 million of interest on the notes receivable (including amounts that had been annually capitalized onto the outstanding principal balance). The Company recorded a gain on change in

21

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

control of investment properties of $39.7 million related to the Company's previously held 50% ownership interest. Immediately following this transaction, the Company sold a condominium interest in one unit of the property to an affiliate of the joint venture partner for a gross sales price of $12.6 million to an affiliate of the joint venture partner, and incurred fees of $0.4 million, which resulted in no gain or loss, as the fair value of the condominium interest in the consolidation transaction had been determined to be $12.2 million.

The table below summarizes the gain from changes in control of investment properties ($ in millions):

Fair value of Investment in Unconsolidated Real Estate Affiliates as of change in control	$	404.0
Less: carrying value of Investment in Unconsolidated Real Estate Affiliates	364.3
Gain from changes in control of investment properties and other, net	$	39.7

The following table summarizes the allocation of the purchase price to net assets acquired at the date of acquisition. The allocation were based on the relative fair value of the assets acquired and liabilities assumed ($ in millions):

Investment in real estate, including intangible assets and liabilities	$	1,560.5
Debt held by the joint venture	(720.0)
Net working capital	(32.5)
Net assets acquired	$	808.0

On August 19, 2019, the Company sold the SoNo Collection to a newly formed joint venture owned 80.5% by an affiliated fund (which is a related party of the Company) and 19.5% by the Company. The property was contributed to the joint venture at a value of $419.3 million based on project-specific cash costs. This excludes additional costs to complete the project by the joint venture. Prior to obtaining project-specific financing on August 9, 2019, the Company was required under GAAP to capitalize interest on general corporate financings into the cost basis of the project, which resulted in a $38.8 million impairment due to the difference between the project’s GAAP basis and the sale price based upon total project-specific cash costs. Following the transaction, the Company accounts for its non-controlling investment in the SoNo Collection under the equity method of accounting as the Company can exercise significant influence but not control over the joint venture.

On August 12, 2019, the Company completed the sale of the land in the former Sears Anchor Parcel at Columbia Mall for a gross sales price of $5.0 million, which resulted in a gain on the sale of $3.6 million included in other revenues on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2019.

On August 9, 2019, the Company completed the sale of 49.3% of its interest in Authentic Brands Group LLC ("ABG") for a gross sales price of $32.1 million, which resulted in a gain on the sale of $16.8 million included in Unconsolidated Real Estate Affiliates - Gain on Investment on the Consolidated Statements Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2019. The basis of the remaining 50.7% investment was marked to fair value of $32.1 million in conjunction with the sale transaction noted above, which resulted in an additional gain on sale of $16.8 million directly related to the step up basis in fair value. This gain is recorded in Unconsolidated Real Estate Affiliates - Gain on Investment on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2019. The investment will continue to be accounted for using the cost method as the Company has neither control nor significant influence over ABG and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On July 26, 2019, the Company purchased 2,255,503 shares of Series D Preferred Units in Industrious National Management Company LLC at a price of $2.22 per share, for a $5.0 million total investment, resulting in a less than 2.0% ownership interest in Industrious National Management Company LLC. The investment is accounted for using the cost method as the Company has neither control nor significant influence over Industrious National Management Company LLC and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

22

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

On April 19, 2019, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased 1,250,000 shares of Series F Convertible Preferred Stock in Pinstripes, Inc. (par value $0.01 per share) at a price of $8.00 per share, for a $10.0 million total investment, resulting in a 7.6% ownership interest in Pinstripes, Inc. The investment is accounted for using the cost method as the Company has neither control nor significant influence over Pinstripes, Inc. and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

In connection with the formation of the BPR-FF JV LLC joint venture, the Company agreed to use reasonable efforts to cause a transfer to BPRFF JV LLC of the legal rights it held in the Seritage Venture at Coronado Center Mall at an agreed upon value of $53.1 million. On April 9, 2019, the Company transferred its rights in the Sears Anchor Parcel at Coronado Center Mall to Coronado Center LLC. No gain or loss was recognized on the transaction.

On January 7, 2019, the Company completed the sale of its 12.0% interest in Bayside Marketplace for a sales price of $42.0 million. Due to cumulative distributions received in excess of its investment, the Company had a liability balance associated with its investment in Bayside Marketplace. Accordingly, the Company recognized a gain of $104.4 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2019.

NOTE 4        FAIR VALUE

Nonrecurring Fair Value Measurements

We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.

The following table summarizes certain of our assets that are measured at fair value on a nonrecurring basis as a result of impairment charges recorded. During the three months ended September 30, 2020, we recognized no impairment charges. During the nine months ended September 30, 2020, we recognized $71.5 million in impairment charges. During the three and nine months ended September 30, 2019, we recognized $38.8 million and $223.1 million in impairment charges, respectively.

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Provisions for Impairment
Nine months ended September 30, 2020
Investments in real estate (1)	$	86,337	$	—	$	—	$	86,337	$	71,455
Three months ended September 30, 2019
Investments in real estate (1)	$	419,327	$	—	$	—	$	419,327	$	38,794
Nine months ended September 30, 2019
Investments in real estate (1)	$	599,721	$	—	$	—	$	599,721	$	223,142

(1)    The impairment recorded on the Investments in real estate balance represents a loss incurred at a consolidated property. Refer to Note 5 for information regarding the impairment losses recorded on our Unconsolidated Real Estate Affiliates.

23

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Unobservable Quantitative Input	Rate
Nine months ended September 30, 2020
Discount rate	10.75%
Terminal capitalization rate	9.50%
Three months ended September 30, 2019
Agreed upon purchase price	N/A
Nine months ended September 30, 2019
Discount rates	5.50%
Terminal capitalization rate	4.00%

Disclosure of Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management's estimates of fair value are presented below for our debt as of September 30, 2020 and December 31, 2019.

	September 30, 2020				December 31, 2019
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (2)		Estimated Fair Value
Fixed-rate debt	$	8,854,870	$	8,813,125	$	8,627,332	$	8,631,704
Variable-rate debt	7,475,259		7,527,617		7,275,562		7,355,744
	$	16,330,129	$	16,340,742	$	15,902,894	$	15,987,448

(1)     Includes net market rate adjustments of $3.5 million and deferred financing costs of $113.3 million, net.

(2)    Includes net market rate adjustments of $4.7 million and deferred financing costs of $131.8 million, net.

The fair value of our junior subordinated notes approximates their carrying amount as of September 30, 2020 and December 31, 2019. We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current LIBOR, U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation.

24

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 5        UNCONSOLIDATED REAL ESTATE AFFILIATES

Following is summarized financial information for all of our real estate related Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates. The reconciliation to our total investment in Unconsolidated Real Estate Affiliates is inclusive of investments accounted for using the cost method (adjusted for impairment and observable price changes) (Note 2).

	September 30, 2020		December 31, 2019
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	3,470,227	$	3,458,485
Buildings and equipment	21,973,927		22,119,745
Less accumulated depreciation	(4,525,417)		(4,303,109)
Construction in progress	411,147		657,170
Net investment in real estate	21,329,884		21,932,291
Cash and cash equivalents	548,509		662,879
Accounts receivable, net	737,208		344,946
Notes receivable	20,648		22,497
Deferred expenses, net	397,361		428,460
Prepaid expenses and other assets	551,389		692,407
Total assets	$	23,584,999	$	24,083,480
Liabilities and Owners' Equity:	\
Mortgages, notes and loans payable	$	14,757,099	$	15,173,099
Accounts payable, accrued expenses, and other liabilities	946,378		1,079,915
Cumulative effect of foreign currency translation ("CFCT")	(33,230)		(9,985)
Owners' equity, excluding CFCT	7,914,752		7,840,451
Total liabilities and owners' equity	$	23,584,999	$	24,083,480
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	$	7,881,522	$	7,830,466
Less: joint venture partners' equity	(4,414,973)		(4,357,244)
Plus: excess investment/basis differences	829,842		954,262
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	4,296,391		4,427,484
Investment in Unconsolidated Real Estate Affiliates, net (securities)	34,405		57,061
Retail investment, net	—		24,182
Investment in Unconsolidated Real Estate Affiliates, net	$	4,330,796	$	4,508,727
Reconciliation - Investment in Unconsolidated Real Estate Affiliates:
Asset - Investment in Unconsolidated Real Estate Affiliates	$	4,461,997	$	4,634,292
Liability - Investment in Unconsolidated Real Estate Affiliates	(131,201)		(125,565)
Investment in Unconsolidated Real Estate Affiliates, net	$	4,330,796	$	4,508,727

25

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Condensed Combined Statements of Income (Loss) - Unconsolidated Real Estate Affiliates
Revenues:
Rental revenues, net	$	463,181	$	622,704	$	1,507,450	$	1,885,482
Condominium sales	—		9,390		16,215		9,390
Other	6,695		51,224		32,650		85,059
Total revenues	469,876		683,318		1,556,315		1,979,931
Operating Expenses:
Real estate taxes	51,806		61,633		162,846		184,215
Property maintenance costs	9,668		11,886		33,326		40,026
Marketing	3,810		4,111		12,923		13,930
Other property operating costs	72,908		87,034		208,412		249,925
Condominium cost of sales	6		6,844		9,930		6,844
Property management and other costs (1)	20,780		27,645		59,973		83,649
General and administrative	183		1,309		1,153		3,440
Provision for impairment	4,939		—		88,856		—
Depreciation and amortization	228,222		254,413		680,430		780,729
Total operating expenses	392,322		454,875		1,257,849		1,362,758
Interest income	372		3,288		4,087		8,783
Interest expense	(161,672)		(188,722)		(495,283)		(538,394)
Provision for income taxes	(640)		(354)		(1,471)		(743)
Equity in loss of unconsolidated joint ventures	—		(6,254)		—		(23,498)
Income (loss) from continuing operations	(84,386)		36,401		(194,201)		63,321
Allocation to noncontrolling interests	(2)		(13)		(26)		(40)
Net income (loss) attributable to the ventures	$	(84,388)	$	36,388	$	(194,227)	$	63,281
Equity In Income (Loss) of Unconsolidated Real Estate Affiliates:
Net income (loss) attributable to the ventures	$	(84,388)	$	36,388	$	(194,227)	$	63,281
Joint venture partners' share of (income) loss	45,615		(15,576)		108,146		(28,202)
Gain on retail investment	—		5,785		—		1,249
Amortization of capital or basis differences	(5,382)		(10,452)		(19,343)		(35,894)
Equity in loss of Unconsolidated Real Estate Affiliates	$	(44,155)	$	16,145	$	(105,424)	$	434

(1)     Includes management fees charged to the unconsolidated joint ventures by BPRRS and BPRI.

The Unconsolidated Real Estate Affiliates represent our investments in real estate joint ventures that are not consolidated. We hold interests in 25 domestic joint ventures, comprising 59 U.S. retail properties and one joint venture in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method (adjusted for impairment and observable price changes). If we have significant influence but not control over the investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. If we control the joint venture, we account for the venture as a consolidated investment.

26

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

As of September 30, 2020, the balance of ROU assets was $68.1 million, net and lease liabilities of $70.1 million for 24 ground leases in the Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates under Topic 842, included in prepaid expenses and other assets and accounts payable, accrued expenses, and other liabilities, respectively. As of December 31, 2019, the balance of ROU assets was $68.9 million, net and lease liabilities was $71.0 million for 24 ground leases in the Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates under Topic 842, included in prepaid expenses and other assets and accounts payable, accrued expenses, and other liabilities, respectively. All of these leases are operating leases; we do not have any finance leases.

On May 27, 2020, the Company acquired an additional ownership interest of 49.5% in the Water Tower Joint Venture from its joint venture partner for nominal consideration. Following this, the Company has a 93.93% ownership interest in the joint venture and its wholly owned subsidiary.

During the three and nine months ended September 30, 2020, we recorded $4.9 million and $88.9 million, respectively, of impairment charges on our Condensed Combined Statements of Income (Loss) - Unconsolidated Real Estate Affiliates related to three operating properties.

Unconsolidated Mortgages, Notes and Loans Payable, and Retained Debt

Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $7.0 billion as of September 30, 2020 and $7.2 billion as of December 31, 2019, including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

On February 28, 2020, the Company closed a new loan at the Miami Design District joint venture in the amount of $500.0 million with an interest rate of 4.13%, which matures on March 1, 2030. The loan replaced the previous debt of $480.0 million with an interest rate of LIBOR plus 2.50% that was scheduled to mature on May 14, 2021. As a result of the refinancing, the joint venture incurred $3.7 million of deferred financing costs that were capitalized.

During the nine months ended September 30, 2020, the Company suspended equity contributions to make contractual interest and/or principal payments on eight property level mortgages. The Company is currently engaging in negotiations with the creditors on these mortgages to obtain potential lender concessions or other relief. If the Company is unsuccessful in obtaining concessions from these creditors, it is possible that the property securing these loans would be transferred to the lenders. In such circumstances, the carrying value of the property may no longer be recoverable and may trigger an impairment charge. These mortgages are non-recourse and the creditors do not have security claims against the Company aside from the collateral property. In total at share, as of September 30, 2020, the Company has suspended equity contributions to make contractual interest and/or principal payments on a total of $560.9 million of property level mortgages and the related Investment in Real Estate securing these loans has a carrying value of $548.1 million.

We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had Retained Debt of $80.2 million at one property as of September 30, 2020, and $81.5 million as of December 31, 2019. We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our interest in or our distributions from such Unconsolidated Real Estate Affiliates could be reduced to the extent of such deficiencies. As of September 30, 2020, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

27

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 6        MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows:

	September 30, 2020 (1)		Weighted-Average Interest Rate (2)		December 31, 2019 (3)		Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	7,923,131	4.21	%	$	7,638,697	4.21	%
Senior secured notes - silver bonds	931,739		5.75	%	988,635		5.75	%
Total fixed-rate debt	8,854,870		4.37	%	8,627,332		4.39	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	2,565,216		3.25	%	2,594,182		4.20	%
Unsecured corporate debt (5)	4,910,043		2.81	%	4,681,380		4.16	%
Total variable-rate debt	7,475,259		2.96	%	7,275,562		4.17	%
Total Mortgages, notes and loans payable	$	16,330,129	3.72	%	$	15,902,894	4.29	%
Junior subordinated notes	$	206,200	1.72	%	$	206,200	3.39	%

(1)     Includes $3.5 million of market rate adjustments and $113.3 million of deferred financing costs, net.

(2)    Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financing costs.

(3)     Includes $4.7 million of market rate adjustments and $131.8 million of deferred financing costs, net.

(4)     $1.3 billion of the variable-rate balance is cross-collateralized.

(5)    Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.

Collateralized Mortgages, Loan Extension, Notes and Loans Payable

As of September 30, 2020, $15.8 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.3 billion of debt, are cross-collateralized. Although a majority of the $10.5 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $726.6 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by BPYU. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

During the nine months ended September 30, 2020, the Company suspended equity contributions to make contractual interest and/or principal payments on ten consolidated property level mortgages, including one mortgage that is in maturity default. The Company is currently engaging in negotiations with the creditors on these mortgages to obtain potential lender concessions or other relief. If the Company is unsuccessful in obtaining concessions from these creditors, it is possible that the property securing these loans would be transferred to the lenders. In such circumstances, the carrying value of the property may no longer be recoverable and may trigger an impairment charge. These mortgages are non-recourse and the creditors do not have security claims against the Company aside from the collateral property. In total, as of September 30, 2020, the Company has suspended equity contributions to make contractual interest and/or principal payments on a total of $1.3 billion of consolidated property level mortgages and the related Investment in Real Estate securing these loans has a carrying value of $1.4 billion.

On April 24, 2020, the Company completed a one-year extension of a $1.3 billion loan secured by cross-collateralized mortgages on 15 properties with an interest rate of LIBOR plus 1.75%, which matures on April 25, 2021. An extension fee of $1.6 million was paid in conjunction with the extension.

28

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

During the year ended December 31, 2019, the Company completed the following transactions:

•New loan at Shops at Merrick Park in the amount of $390.0 million with an interest rate of 3.90% which matures on November 1, 2024. The loan replaced previous debt of $161.0 million with an interest rate of 5.73% that was scheduled to mature on April 1, 2021. In connection with the refinancing, the Company incurred prepayment penalties of $7.9 million. As the refinancing plan was contemplated in connection with the acquisition of the property, such fees were factored in to the fair value of debt recognized on the consolidation date.

•New loans at Park Meadows in the amount of $700.0 million which mature on November 1, 2024. These loans consist of a senior loan in the amount of $615.0 million with an interest rate of 3.18% and a mezzanine loan in the amount of $85.0 million with an interest rate of 6.25%. These loans replaced previous debt of $360.0 million with an interest rate of 4.6% that was scheduled to mature on December 1, 2023. In connection with the refinancing, the Company incurred prepayment penalties of $35.6 million. As the refinancing plan was contemplated in connection with the acquisition of the property, such fees were factored in to the fair value of debt recognized on the consolidation date.

•New loan at Park City Center in the amount of $135.0 million with an interest rate of LIBOR plus 3.00% which matures on September 9, 2021. This loan replaced the previous debt of $172.2 million that matured June 6, 2019 and included a pay down of the existing mezzanine loan in the amount of $36.8 million. For the period between the maturity date of the previous debt and the effective date of the new loan, the Company extended forbearance and paid forbearance fees in total amount of $0.5 million.

•New loans at 730 Fifth Avenue in the amount of $807.5 million which mature on September 1, 2024. The loans consist of a senior loan in amount of $587.3 million with a 5-year term at LIBOR plus 3.00%, a senior mezzanine loan in amount of $97.9 million with a 5-year term at LIBOR plus 4.25%, and a junior loan in amount of $122.3 million with a 5-year term at LIBOR plus 5.50%. The loans replaced the previous debt of $720.0 million that was previously extended to August 27, 2019 and included a pay down of $180.0 million on June 28, 2019.

•New loan at Westlake Center in the amount of $48.8 million with an interest rate of LIBOR plus 2.50% which matures on July 10, 2021. This loan replaced the previous debt of $42.5 million that matured July 10, 2019.

•New loans at The Woodlands Mall in the amount of $465.0 million which mature on August 1, 2029. This consists of a $425.0 million loan with an interest rate of 4.25% and a $40.0 million loan with an interest rate of 5.50%. The loans have a weighted average interest rate of 4.36%. The loans replaced previous debt at the property of $294.0 million with a weighted average interest rate of 4.83% that were scheduled to mature on June 10, 2023. In connection with the refinancing, the Company incurred a prepayment penalty of $27.5 million which is recorded as a loss on extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2019.

•One year loan extension at 830 North Michigan Avenue. A principal repayment of $7.0 million was made in conjunction with the extension.

•One-year extension of a $1.3 billion loan secured by cross-collateralized mortgages on 15 properties with an interest rate of LIBOR plus 1.75%, which was scheduled to mature on April 25, 2020 and was subsequently further extended in April 2020. A principal repayment of $10.1 million was made in conjunction with the extension.

29

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Corporate and Other Unsecured Loans

We have certain debt obligations, the terms of which are described below:

	September 30, 2020 (1)		Weighted-Average Interest Rate		December 31, 2019 (2)		Weighted-Average Interest Rate
Corporate debt:
Senior secured corporate debt	$	4,981,767	2.81	%	$	4,769,510	4.16	%
Senior secured notes - silver bonds	945,360		5.75	%	999,950		5.75	%
Total corporate debt	$	5,927,127	3.28	%	5,769,460		4.44	%

(1)    Excludes deferred financing costs of $85.3 million in 2020 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

(2)    Excludes deferred financing costs of $99.4 million in 2019 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

On May 24, 2020, the Company executed a series of transactions to repurchase corporate debt on the open market, funded by intercompany loans from BPY. The total amounts of debt repurchased had a par value of $59.6 million, and a cash repurchase price of $45.3 million. Following each repurchase, the repurchased debt is formally cancelled. As a result of the debt repurchase and cancellation, the Company recognized a gain of $14.3 million included in Gain on extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

On May 1, 2019, the Company and BPR Cumulus LLC, BPR Nimbus LLC and GGSI Sellco LLC (each, an indirect subsidiary of the Company) issued $1.0 billion aggregate principal amount of 5.75% Senior Secured Notes - Silver Bonds due 2026. The notes bear interest at an annual rate of 5.75% payable on May 15 and November 15 of each year, beginning on November 15, 2019 and will mature on May 15, 2026. During the last quarter of 2019, the Company made a principal payment in amount of $50.0 thousand. During the nine months ended September 30, 2020, the Company made additional principal payments totaling $54.6 million. The remaining outstanding balance as of September 30, 2020 was $945.4 million.

On March 25, 2019, the Company secured a $341.8 million subordinated unsecured note with Brookfield BPY Holdings Inc., a related party. The note bore interest at a rate equal to LIBOR plus 2.75% and was scheduled to mature on March 25, 2029. During the year ended December 31, 2019, the Company repaid this loan in full. The Company borrowed an additional $70.5 million during the second quarter of 2019, with a maturity date of June 25, 2029. During the year ended December 31, 2019, the Company made principal payments totaling $68.0 million. The Company borrowed an additional $31.7 million during the last quarter of 2019 which was due on January 6, 2020 and has been repaid. On February 10, 2020, the Company secured an additional $27.0 million subordinated unsecured note with Brookfield BPY Holdings Inc, and another $29.0 million note on March 25, 2020. The notes bear interest at rate equal to LIBOR plus 2.75%, and mature on February 10, 2030 and March 25, 2030, respectively. On May 19, 2020, the Company secured an additional $25.0 million subordinated unsecured note with Brookfield BPY Holdings Inc., and another $45.0 million on May 22, 2020. The notes were repaid in full on June 18, 2020 and July 16, 2020, respectively. On June 25, 2020, the Company secured another $25.0 million subordinated unsecured note at an interest rate equal to LIBOR plus 1.94% that is scheduled to mature on August 27, 2022. On July 16, 2020 and August 27,2020, the Company made a principal payments in the amount of $45.0 million and $22.1 million, respectively. The total outstanding balance of the notes as of September 30, 2020 was $61.5 million, including $1.2 million of accrued interest.

The Company entered into a new credit agreement (the "Credit Agreement") dated as of August 24, 2018 consisting of a revolving credit facility (the "Facility"), Term A-1 and A-2 loans, and a Term B loan. The Facility provides for revolving loans of up to $1.5 billion and borrowings bear interest at a rate equal to LIBOR plus 2.25%. The Facility is scheduled to mature in August 2022 and had outstanding borrowings of $920.0 million as of September 30, 2020. The Term A-1 Loan has a total commitment outstanding of $900.0 million, with $700.0 million attributable to BPYU and $200.0 million attributable to an affiliate, and is scheduled to mature in August 2021, bearing interest at a rate equal to LIBOR plus 2.25%. During the quarter ended September 30, 2020, the Company didn't make principal payments, and the remaining outstanding balance was $34.8 million. The Term A-2 Loan has a total commitment outstanding of $2.0 billion and is scheduled to mature in August 2023, bearing interest at a rate equal to LIBOR plus 2.25%, and the outstanding balance at September 30, 2020 was $2.0 billion. The

30

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Term B Loan has a total commitment outstanding of $2.0 billion and is scheduled to mature in August 2025 bearing interest at a rate equal to LIBOR plus 2.50%. During the quarter ended September 30, 2020, the Company made a principal payment in the total amount of $5.0 million. The total outstanding balance of the Term B loan as of September 30, 2020 was $1,955.0 million. The Term A-1, A-2, and B Loans are contractually obligated to be prepaid through net proceeds from property level refinances and asset sales as outlined in the Credit Agreement.

The Credit Agreement contains certain restrictive covenants which limit material changes in the nature of our business conducted, including, but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required to maintain compliance with certain financial covenants related to a maximum net debt-to-value ratio and a minimum fixed-charge-coverage ratio, as defined in the Credit Agreement.

On July 29, 2020, the Company entered into the First Amendment of its Credit Agreement in order to give effect to certain amendments, including, but not limited to the following:

•The lenders have agreed to certain covenant relief in respect of the financial covenants through the fiscal quarter ending June 30, 2021 (the “Covenant Relief Period”). The maximum total indebtedness to value ratio financial maintenance covenant is being eliminated permanently. The minimum fixed charge coverage ratio is being reduced to 1.20x during the Covenant Relief Period and increasing to 1.35x thereafter.

•The applicable margin for the Term A Loans and the Facility will be LIBOR plus 3.00% during the Covenant Relief Period – and thereafter, will be LIBOR plus 3.00% if the total net indebtedness to value ratio is greater than 70%.

•The Company agreed to maintain an ongoing liquidity covenant (set at $500 million) which will be tested as of the last day of each month against the amount of unrestricted cash, undrawn available amounts under the Facility and undrawn amounts under the new Brookfield Liquidity Facility. The Company will enter into and maintain a $500 million Brookfield Liquidity Facility (the “Brookfield Liquidity Facility”) and prior to the date the Company demonstrates compliance with the financial covenants in effect under the Credit Agreement prior to the First Amendment, any interest and principal payments thereunder must be paid-in-kind.

•The Company will be required to "match-fund" drawings under the Facility in excess of $1.0 billion using proceeds of either the Brookfield Liquidity Facility or issuances of qualified equity interests. The match-funding requirement will be required to be made (i) monthly, whereby any drawing during that month is in excess of the prior highest balance of the revolver (in excess of $1.0 billion), (ii) within 10 business days of a request from the agent if as of any day during a month, the excess draw amount would exceed $10 million and (iii) at any time of request for a revolving loan that the excess would be $100 million or greater (which would be match-funded substantially concurrently with the requested revolving loan draw).

•The Company will also be required to make additional prepayments of the Term A loans with proceeds of certain equity, debt issuances and asset sales.

•The Company also agreed to a number of additional restrictions, including restrictions on incurring additional indebtedness, making of certain restricted payments and the use of proceeds under the revolving facility, which will apply either through the end of the Covenant Relief Period – and in the case of certain provisions, until the Company demonstrates compliance with the financial covenants in effect under the Credit Agreement prior to the First Amendment.

As of September 30, 2020, we are not aware of any instances of non-compliance with such covenants. Though there is potential for a risk of default (See Note 17 for discussion specific to COVID-19), in the event the Company fails to maintain compliance with its financial covenants, the Credit Agreement provides for a cure period, during which the Company has the opportunity to raise additional cash and reduce net debt balance, such as through capital contributions from BPY, or disposition of assets. Management has determined that in the event of a default, it is probable that these market-based alternatives would be available, and that these actions would provide the necessary cash flows to prevent or cure an event of default, although there is no guarantee that these market-based alternatives would be available.

31

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the "Trust"), completed a private placement of $200.0 million of trust preferred securities ("TRUPS") in 2006. The Trust also issued $6.2 million of common securities to BPROP. The Trust used the proceeds from the sale of the TRUPS and common securities to purchase $206.2 million of floating rate junior subordinated notes of BPROP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of junior subordinated notes. The junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. We have recorded the junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $49.9 million as of September 30, 2020 and $50.0 million as of December 31, 2019. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of material non-compliance with our financial covenants related to our mortgages, notes and loans payable as of September 30, 2020.

NOTE 7        LEASES

Lessee arrangements

We are the lessee in several ground lease agreements for the land under some of our owned buildings. Generally, we own the land underlying the properties; however, at certain properties, all or part of the underlying land is owned by a third party that leases the land to us through a long-term ground lease. In addition, we lease office space for our corporate headquarters and field offices. Our material consolidated leases have reasonably certain lease terms ranging from four years to forty years. Certain leases provide the lessee with two to three renewal options which are considered to be termination options unless it is reasonably certain that the Company will elect to renew and generally range from five years to ten years each, with renewal rent payments based on a predetermined annual increase, market rates at the time of exercise of the renewal, or changes in the Consumer Price Index ("CPI").

As of September 30, 2020, the balance of ROU assets was $395.0 million, net and lease liabilities of $75.8 million for seven ground leases and one office lease in the Consolidated Balance Sheets under Topic 842, included in prepaid expenses and other assets and accounts payable and accrued expenses, respectively.

The maturity of our operating lease liabilities as of September 30, 2020 is as follows:

Year	Amount
Remainder of 2020	$	2,316
2021	9,470
2022	9,704
2023	9,968
2024	10,200
2025	10,439
2026 and thereafter	155,012
Total undiscounted lease payments	207,109
Less: Present value adjustment	(131,281)
Total lease liability	$	75,828

32

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Straight-line rent expense recognized for our consolidated operating leases is as follows:

	Three Months Ended September 30, 2020	Three Months Ended September 30, 2019	Nine Months Ended September 30, 2020	Nine Months Ended September 30, 2019
Ground leases	1,773	620	5,944	1,998
Office leases	1,964	2,164	5,892	5,892

Straight-line rent expense is included in other property operating costs for ground leases and property management and other costs for the office lease, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss). Several lease agreements include variable lease payments which vary based on factors such as sublease income received, the revenues or net operating income of the properties constructed on the leased premises, increases in CPI, and changes in market rents. In addition, our leases require us to reimburse the lessor for the lessor’s tax, insurance and common area costs. Variable lease payments and short-term lease costs recognized as rent expense for operating leases were not significant for each of the three and nine months ended September 30, 2020 and 2019 and are included in other property operating costs in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The following summarizes additional information related to our operating leases as of September 30, 2020 and September 30, 2019:

	September 30, 2020	September 30, 2019
Weighted-average remaining lease term (years)	23.2	16.9
Weighted-average discount rate	7.68%	7.36%
Supplemental disclosure for the consolidated statements of cash flows:
Cash paid for amounts included in the measurement of lease liabilities	$6,947	$6,406

Lessor arrangements

We own a property portfolio comprised primarily of Class A retail properties and lease this retail space to tenants. As of September 30, 2020, we own a controlling interest in and consolidated 63 retail properties located throughout the United States comprising approximately 55 million square feet of GLA. We enter into operating leases with a variety of tenants, the majority of which are national and regional retail chains and local retailers. These operating leases expire starting in the remainder of year 2020 and typically include renewal options, which are generally exercisable only by the tenant. Certain leases also include early termination options which are typically exercisable only by the tenant. Our leases do not allow the tenant to purchase the retail space.

The maturity analysis of the lease payments we expect to receive from our operating leases as of September 30, 2020 is as follows:

Year	Amount
Remainder of 2020	$	276,694
2021	1,047,375
2022	947,590
2023	828,518
2024	693,861
2025	566,118
Subsequent	1,820,055
	$	6,180,211

33

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

All lease-related income is reported as a single line item, rental revenues, in our Consolidated Statements of Operations and Comprehensive Income (Loss). Effective January 1, 2019, with the adoption of Topic 842, rental revenues is presented net of provision for doubtful accounts. Rental income recognized on a straight-line basis consists primarily of fixed and in-substance fixed lease payments (including lease payments related to non-lease components which have been combined with the lease component). Variable rental income represents variable lease payments, which consist primarily of overage rents; reimbursements for tenants’ pro rata share of real estate taxes, insurance, property operating and marketing expenses, and utilities; lease payments related to CPI-based escalations and market rent resets; and lease termination income.

In accordance with the terms of our operating leases, we bill our tenants separately for minimum rents, tenant recoveries, overage rents and lease termination income as shown below for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
Minimum rents, billed	$	249,167	$	224,326	$	752,053	$	665,263
Tenant recoveries, billed	101,133		89,253		298,029		269,346
Lease termination income, billed	2,637		3,875		5,004		6,320
Overage rent, billed	1,567		2,865		7,060		9,159
Total contractual operating lease billings	354,504		320,319		1,062,146		950,088
Adjustment to recognize contractual operating lease billings on a straight-line basis	1,757		1,684		5,943		5,633
Above and below-market tenant leases, net	7,193		(37)		7,995		7,250
Less provision for doubtful accounts	(36,747)		(4,497)		(56,475)		(8,243)
Total rental revenues, net	$	326,707	$	317,469	$	1,019,609	$	954,728

Of the total contractual rental revenues we have billed, 82.4% and 81.5% are fixed lease payments for the three and nine months ended September 30, 2020, respectively, and 78.0% and 78.9% are fixed lease payments for the three and nine months ended September 30, 2019, respectively.

NOTE 8        INCOME TAXES

The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable ordinary income. In addition, the Company is required to meet certain asset and income tests.

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income and capital gains. Depending on the extended due date for partnership and corporate income tax returns, we are statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2016 or December 31, 2017 through 2019 and are generally statutorily open to audit by state taxing authorities for the years ended December 31, 2015 or December 31, 2016 through 2019.

We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of September 30, 2020.

34

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 9     EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to BPROP Common, Preferred, and LTIP Units and the noncontrolling interest in our consolidated joint ventures. The following table reflects the activity included in the allocation to noncontrolling interests.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Distributions to preferred BPROP units ("Preferred Units")	$	(900)	$	(1,352)	$	(2,716)	$	(4,389)
Net loss allocated to noncontrolling interest in consolidated real estate affiliates	724		389		10,089		10,309
Net loss allocated to noncontrolling interest of the Operating Partnership (1)	19,806		4,329		53,434		28,697
Allocation to noncontrolling interests	19,630		3,366		60,807		34,617
Other comprehensive loss allocated to noncontrolling interests	96		—		1,722		—
Comprehensive loss allocated to noncontrolling interests	$	19,726	$	3,366	$	62,529	$	34,617

_______________________________________________________________________________

(1)    Represents the noncontrolling interest of our institutional investor.

Noncontrolling Interests

The noncontrolling interest related to the Common, Preferred, and LTIP Units of BPROP are presented either as redeemable noncontrolling interests in mezzanine equity or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity.

The redeemable Common and Preferred Units of BPROP are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their redemption value (i.e. fair value) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income (loss) to arrive at net income (loss) attributable to BPYU. The preferred redeemable noncontrolling interests have been recorded at carrying value.

Holders of Series B Preferred Units, Series D Preferred Units, Series E Preferred Units and Series G Preferred Units of BPROP are each entitled to periodic distributions at the rates set forth in the Sixth Amended and Restated Agreement of Limited Partnership of BPROP. Generally, each Series K Preferred Unit of BPROP entitles its holder to distributions and a liquidation preference identical to those established for each share of BPYU's Class A Stock. The holders of Series L Preferred Units of BPROP are generally entitled to a pro rata distribution of an aggregate cash amount equal to the sum of (i) the aggregate cash dividends declared on all outstanding shares of BPYU's Class B Stock and (ii) the aggregate cash dividends declared on all outstanding shares of BPYU's Series B Preferred Stock. Holders of Common Units of BPROP are entitled to distributions of all or a portion of BPROP’s remaining net operating cash flow, when and as declared by BPROP’s general partner. However, the Sixth Amended and Restated Agreement of Limited Partnership of BPROP permits distributions solely to BPYU if such distributions were required to allow the Company to comply with the REIT distribution requirements or to avoid the imposition of excise tax.

35

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Noncontrolling Interests - Permanent

As of September 30, 2020, there were 9,717.658 Series B Preferred Units of BPROP outstanding. The Series B Preferred Units have a carrying value of $50 per unit.

Also, as of September 30, 2020, there were 788,734.3886 Common Units of BPROP outstanding and 320,873.9798 Series K Preferred Units of BPROP (held by former common unit holders). These Series K Units were established at $21 per unit and are not subject to adjustment based on fair value.

During the quarter ended March 31, 2020, BPYU entered into an agreement with a Limited Partner to redeem 3,318,399.56 Common Units at a purchase price per unit of $0.32440587 for an aggregate cost of approximately $1.1 million. Furthermore, there were 1,349,995.76 Series K Preferred Units of BPROP redeemed at a price per unit of $19.635 for an aggregate cost of approximately $26.5 million.

During the quarter ended September 30, 2020, BPYU entered into an agreement with a Limited Partner to redeem 49,837.90 Common units at a purchase price per unit of $.32440587 and 20,275.12 Series K preferred Units redeemed at a purchase price per unit of $11.57 for an aggregate combined cost of $0.25 million.

Noncontrolling Interests - Redeemable

The Series D Preferred Units of BPROP are convertible based on a conversion ratio of 1.50821, which is the quotient of the Series D Preferred Unit’s $50 liquidation preference and $33.151875 conversion price. Upon conversion, each Series D Preferred Unit entitles its holder to (i) $21.9097 in cash, (ii) a number of Series K Preferred Units of BPROP equal to (x) 0.40682134 Series K Preferred Units (which is subject to adjustment), multiplied by (y) the Series D conversion ratio; and (iii) a number of Common Units of BPROP equal to (x) one Common Unit (which is subject to adjustment), multiplied by (y) the Series D conversion ratio. As of September 30, 2020, there were 532,749.6574 Series D Preferred Units of BPROP outstanding.

The Series E Preferred Units of BPROP are convertible based on a conversion ratio of 1.29836, which is the quotient of the Series E Preferred Unit’s $50 liquidation preference and $38.51 conversion price. Upon conversion, each Series E Preferred Unit entitles its holder to (i) $18.8613 in cash, (ii) a number of Series K Preferred Units of BPROP equal to (x) 0.40682134 Series K Preferred Units (which is subject to adjustment), multiplied by (y) the Series E conversion ratio; and (iii) a number of Common Units of BPROP equal to (x) one Common Unit (which is subject to adjustment), multiplied by (y) the Series E conversion ratio. As of September 30, 2020, there were 502,657.8128 Series E Preferred Units of BPROP outstanding.

The holder of each Series K Preferred Unit of BPROP issued upon conversion of Series D Preferred Units or Series E Preferred Units of BPROP has the right to redeem such Series K Preferred Unit for a cash amount equal to the average closing price of BPYU’s Class A Stock for the five consecutive trading days ending on the date of the notice of redemption, provided that BPYU may elect to satisfy such redemption by delivering one share of BPYU’s Class A Stock. The holder of each Common Unit of BPROP issued upon conversion of Series D Preferred Units or Series E Preferred Units of BPROP has the right to redeem such Common Unit for a cash amount equal to $0.324405869, subject to adjustment.

Each LTIP Unit of BPROP is convertible into, and, except for the level of preference, entitles its holder to regular and liquidating distributions equivalent to that of 0.016256057 Series K Preferred Units, subject to adjustment. Each Series K Preferred Unit received by an LTIP holder in connection with the BPY Transaction is redeemable for a cash amount equal to the average closing price of BPYU's Class A Stock for five consecutive trading days ending on the date of the notice of redemption, provided that BPYU may elect to satisfy such redemption by delivering one share of BPYU's Class A Stock. If the holders had requested redemption of the Class A Stock and Preferred Units as of September 30, 2020, the aggregate amount of cash the Company would have paid would have been $510.9 million and $55.5 million, respectively.

36

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

The following table reflects the activity of the common redeemable noncontrolling interests for the three and nine months ended September 30, 2020 and 2019.

Balance at January 1, 2019	$	73,696
Net income	3,358
Series K Preferred Unit redemption	(14,935)
Balance at March 31, 2019	62,119
Net income	103
Balance at June 30, 2019	62,222
Net income	42
Balance at September 30, 2019	$	62,264
Balance at January 1, 2020	$	62,235
Net loss	(441)
Series K Preferred Unit redemption	(388)
Balance at March 31, 2020	61,406
Net income	441
Series K Preferred Unit redemption	(10)
Balance at June 30, 2020	61,837
Series K Preferred Unit redemption	(167)
Balance at September 30, 2020	$	61,670

Redeemable Class A Stock

Class A Stock refers to the Company's Class A Stock, par value $0.01 per share, authorized and issued to GGP common stockholders that were unaffiliated with BPY as part of the BPY Transaction. The Company's Class A Stock is listed on the Nasdaq Global Select Market ("Nasdaq"). Our Class A Stock has traded on Nasdaq under the symbol "BPYU" since March 2, 2020, prior to which it traded under the symbol "BPR".

Each share of Class A Stock is entitled to cumulative dividends per share in a cash amount equal in value to the amount of any distribution made on a BPY limited partnership unit ("BPY unit"). In addition, each share of Class A Stock is exchangeable for one BPY unit or its cash equivalent (the form of payment to be determined by BPY or an affiliate, in its sole discretion). Such exchange and distribution rights are subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU. If and to the extent declared by the Company's board of directors, the record and payment dates for the dividends or other distributions upon the shares of Class A Stock, to the extent not prohibited by applicable law, is expected to be the same as the record and payment dates for the dividends or other distributions upon the BPY units. Pursuant to the terms of the Company's charter, all such dividends to holders of Class A Stock will be paid prior and in preference to any dividends or distributions on the Class B Stock, Series B Preferred Stock or Class C Stock will be fully declared and paid before any dividends are declared and paid or any other distributions are made on any Class B Stock, Series B Preferred Stock or Class C Stock. The holders of Class A Stock shall not be entitled to any dividends from BPYU other than the Class A dividend.

Upon any liquidation, dissolution or winding up of the Company that is not a Market Capitalization Liquidation Event (as defined below) or substantially concurrent with the liquidation, dissolution or winding up of BPY, the holders of Class A Stock are entitled to a cash amount, for each share of Class A Stock, equal to the market price of one BPY unit (subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU) on the date immediately preceding announcement of such liquidation, dissolution or winding up, plus all declared and unpaid dividends. If, upon any such liquidation, dissolution or winding up, the assets of BPYU are insufficient to make such payment in full, then the assets of BPYU will be distributed among the holders of Class A Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive.

37

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

If the market capitalization of the Class A Stock (i.e., if the price per share of Class A Stock, multiplied by the number of shares of Class A Stock outstanding) averages, over any period of 30 consecutive trading days, less than one (1) billion dollars, the BPYU board will have the right to liquidate BPYU’s assets and wind up BPYU’s operations (a "Market Capitalization Liquidation Event"). Upon any Market Capitalization Liquidation Event, the holders of Class A Stock shall be entitled to a cash amount, for each share of Class A Stock, equal to the dollar volume-weighted average price of one BPY unit over the ten (10) trading days immediately following the public announcement of such Market Capitalization Liquidation Event, plus all declared and unpaid dividends. If, upon any such Market Capitalization Liquidation Event, the assets of BPYU are insufficient to make such payment in full, then the assets of BPYU will be distributed among the holders of Class A Stock ratably in proportion to the full amounts which they would otherwise be respectively entitled to receive. Notwithstanding the foregoing, upon any Market Capitalization Liquidation Event, BPY may elect to exchange all of the outstanding shares of the Class A Stock for BPY units on a one-for-one basis, subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU.

Holders of Class A Stock shall have the right to exchange all or a portion of their Class A Stock for cash at a price equal to the value of an equivalent number of BPY units, subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU. Upon receipt of a request for exchange, BPYU will deliver a notice of exchange to BPY within one (1) business day and will have ten (10) business days to deliver the cash amount to the tendering holder. Upon receipt of the notice of exchange, BPY or an affiliate may elect to satisfy BPYU’s exchange obligation by exchanging all of the shares of the Class A Stock tendered for BPY units on a one-for-one basis. This initial one-for-one conversion factor is subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU. If so elected, BPY will have to satisfy such obligation within ten (10) business days from the date of the notice of exchange. If BPY exercises its right to assume the exchange obligation, units of BPY units will be delivered in exchange for the Class A Stock and such Class A Stock will automatically be converted into Class B Stock.

As there are certain events outside of the Company’s control whereby it could be required to redeem the Class A Stock for cash by the holders of the securities, the Class A Stock is included in redeemable equity. Accordingly, the Class A Stock are recorded at the greater of the carrying amount or their redemption value (i.e. fair value) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in the Company’s Consolidated Balance Sheets. There is no adjustment within additional paid-in capital for the Class A stock when the fair value is less than the carrying value.

Class B Stock

The Company’s shareholders approved the amendment and restatement of the Company’s charter at its annual stockholder meeting on June 19, 2019 (the "Restated Charter"), which became effective on June 26, 2019 and, among other things, authorized the Company’s issuance of up to 965,000,000 shares of a new class of stock called Class B-2 Stock, par value of $0.01 per share. Each share of Class B-2 Stock shall have terms (including the same powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions) identical to the terms of a share of Class B-1 Stock other than voting rights. The following description sets forth certain general terms and provisions of the Company's Class B-1 Stock and Class B-2 Stock (together the "Class B Stock").

Pursuant to the Restated Charter and subject to the prior rights of holders of all classes, including the Class A Stock, and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Class B Stock entitles its holder to cumulative dividends per share in a cash amount at a rate of 6.5% per year of the Class B liquidation amount per share (which rate was 10.0% per year until the effective date of the Restated Charter on June 26, 2019) equal to $21.39 per share. On October 18, 2018, each holder of the Class B-1 Stock hereby irrevocably waived, all of its right, title and interest in and to 2.5% of the dividend rate, including without elimination all rights and entitlement to payment of such amounts. This partial dividend waiver resulted in a 7.5% effective rate per year of the Class B Liquidation Amount per share and was terminated upon the effectiveness of the Restated Charter. Dividends on the Class B Stock may also be paid by an in-kind distribution of additional shares of Class B Stock or any other class of shares of capital stock of BPYU ranking junior to the Class A Stock. Dividends on the Class B Stock shall be cumulative and shall be payable quarterly in arrears, when, as and if declared by the Company's Board of Directors with respect to dividends on the Class B Stock.

Holders of the Class B Stock are not entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) BPYU has paid the aggregate dividends owed to the holders of Class A Stock and (b) the dividend coverage ratio (as

38

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

defined below) is equal to or greater than 1.25:1, (ii) if any tendering holder of Class A Stock has not received the cash or BPY units due upon exchange or (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the conversion factor. The dividend coverage ratio is referred to as a ratio of (i) BPYU’s funds from operations, as calculated in accordance with the definition of funds from operations used by the National Association of Real Estate Investment Trusts ("Nareit"), for the immediately preceding fiscal quarter, to (ii) the product of (a) the amount of the most recent regular quarterly distribution declared by BPY on each BPY unit, times (b) the number of shares of Class A Stock outstanding at such time.

Series B Preferred Stock

The following description sets forth certain general terms and provisions of the Series B Preferred Stock, par value $0.01 per share, of the Company (the "Series B Preferred Stock").

Pursuant to the Restated Charter and subject to the prior rights of holders of all classes, including the Class A Stock, Class B Stock and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Series B Preferred Stock will entitle its holder to cumulative dividends per share in a cash amount at a rate of 8.65% per year of the Class B liquidation amount per share (which rate was 10.0% until the effective date of the Restated Charter on June 26, 2019), with such Class B liquidation amount per share equal to $21.39. Dividends on the Series B Preferred Stock may also be paid by an in-kind distribution of additional shares of Series B Preferred Stock or any other class of shares of capital stock of BPYU ranking junior to the Class A Stock and Class B Stock. Dividends on the Series B Preferred Stock shall be cumulative and shall be payable quarterly in arrears, when, as and if declared by the Company's Board of Directors with respect to dividends on the Series B Preferred Stock.

Holders of the Series B Preferred Stock are not entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) BPYU has paid the aggregate dividends owed to the holders of Class A Stock and Class B Stock and (b) the dividend coverage ratio (as defined below) is equal to or greater than 1.25:1, (ii) if any tendering holder of Class A Stock has not received the cash or BPY units due upon exchange or (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the conversion factor. The dividend coverage ratio is referred to as a ratio of (i) BPYU’s funds from operations, as calculated in accordance with the definition of funds from operations used by Nareit, for the immediately preceding fiscal quarter, to (ii) the product of (a) the amount of the most recent regular quarterly distribution declared by BPY on each BPY unit, times (b) the number of shares of Class A Stock outstanding at such time.

Class C Stock

Class C Stock refers to the Company's Class C Stock, par value $0.01 per share, authorized as part of the BPY Transaction. Pursuant to the amended charter and subject to the prior rights of holders of all classes, including the holders of Class A Stock, Class B Stock, Series B Preferred Stock and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Class C Stock will entitle its holder to dividends when, as and if declared by the Company's Board of Directors out of any assets of BPYU legally available therefore. The record and payment date for dividends on shares of Class C Stock shall be such date that the Company's Board of Directors shall designate.

Notwithstanding the foregoing, holders of the Class C Stock are not entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) BPYU has paid the aggregate dividends owed to the holders of Class A Stock and (b) the dividend coverage ratio is equal to or greater than 1.25:1, (ii) if any tendering holder of Class A Stock has not received the cash or BPY units due upon exchange, (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the conversion factor or (iv) unless and until the full cumulative dividends on the Class B Stock and Series B Preferred Stock for all past dividend periods and any current dividend periods have been (or contemporaneously are) (a) declared or paid in cash or (b) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

39

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Voting Rights

Stock Class	Authorized	Issued	Shares Outstanding	Votes per Share
Class A Stock	4,517,500,000	43,161,423	41,743,422	1:1
Class B-1 Stock	4,517,500,000	196,886,256	196,886,256	1:1
Class B-2 Stock	965,000,000	121,203,654	121,203,654	0:1
Series B Preferred Stock	425,000,000	202,438,184	202,438,184	1:1
Class C Stock	1,000,000,000	640,051,301	640,051,301	1:1

All share counts in table above are as of September 30, 2020.

Class A Stock Dividend

Our Board of Directors declared Class A Stock dividends during 2020 and 2019 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2020
November 5	November 30	December 31	$	0.3325
August 5	August 31	September 30	0.3325
May 7	May 29	June 30	0.3325
February 5	February 28	March 31	0.3325
2019
November 4	November 29	December 31	$	0.3300
August 1	August 30	September 30	0.3300
May 6	May 31	June 28	0.3300
February 6	February 28	March 29	0.3300

Class A Stock Repurchases and Conversions

On August 1, 2019, the Company’s Board of Directors authorized the repurchase of the greater of (i) 5% of the Company’s Class A Stock that are issued or outstanding or (ii) 10% of its public float of Class A Stock over the next 12 months from time to time as market conditions warrant. This repurchase authorization expired on August 1, 2020.

On March 29, 2019, BPYU purchased for cancellation 4,679,802 shares of Class A Stock at a purchase price of $20.30 per share, for an aggregate cost of approximately $95 million, excluding fees and expenses.

In the second quarter of 2019, BPYU purchased 200,000 shares of Class A Stock at an average purchase price of $18.37 per share for an aggregate cost of approximately $3.68 million, which were subsequently canceled in July 2019.

Furthermore, there were 647,250 shares of Class A Stock that were purchased in relation to 2019 restricted stock grants. These shares were purchased at an average purchase price of $19.40 per share for an aggregate cost of approximately $12.59 million.

In the third quarter of 2019, BPYU purchased 197,225 shares of Class A Stock at an average purchase price of $18.56 per share for an aggregate cost of approximately $3.66 million, which were subsequently canceled in the quarter.

In the first quarter of 2020, BPYU purchased 855,000 shares of Class A Stock in relation to the 2020 restricted stock grant. These shares were purchased at an average price of $18.57 per share for an aggregate cost of approximately $15.87 million.

On August 6, 2020, the Company’s Board of Directors authorized the repurchase of the greater of (i) 5% of the Company’s

Class A Stock that are issued or outstanding or (ii) 10% of its public float of Class A Stock over the next 12 months from time

to time as market conditions warrant.

40

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

On August 18, 2020, a total of 7,321,155 shares of Class A stock were properly tendered for an aggregate cost of approximately $87.9 million, equal to $12.00 per share.

In the third quarter of 2020, BPYU purchased for cancellation 2,606,289 shares of Class A Stock at an average purchase price of $11.46 per share for an aggregate cost of approximately $29.87 million.

During the nine months ended September 30, 2020, there were 11,578,482 shares of Class A Stock converted to 7,495,510 shares of Class B-1 Stock, at a weighted average price of $13.85 and $21.39, respectively.

Class B Stock and Series B Preferred Stock Dividends

Our Board of Directors did not declare dividends on Class B-1 Stock, Class B-2 Stock, or Series B Preferred Stock during the nine months ended September 30, 2020. Our Board of Directors declared dividends on these classes of stock during 2019 as follows:

Class B-1 Stock Dividends

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
November 4	December 25	December 25	$	0.110

On November 4, 2019, a partial dividend was declared in the amount of $0.11 per share of the Class B-1 Stock.

Class B-2 Stock Dividends

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
November 4	December 25	December 25	$	0.110

On November 4, 2019, a partial dividend was declared in the amount of $0.11 per share of the Class B-2 Stock.

Combined Class B stock and Series B Preferred Stock (Prior to Restated Charter)

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
May 25	June 25	June 25	$	0.397
March 25	March 27	March 27	1.015

A dividend was declared on the Class B-1 Stock and the Series B Preferred Stock of the Company in the amount equal to all unpaid dividends on such shares from the date of issue to March 31, 2019 at the rate of 7.5% per annum payable on March 27, 2019 to the holders of record of Class B-1 Stock and the Series B Preferred Stock on March 27, 2019 for a combined distribution total of approximately $467.3 million.

In the second quarter of 2019, a dividend was declared on the Class B-1 Stock and the Series B Preferred Stock of the Company in the amount equal to all unpaid dividends on such shares from March 31, 2019 to June 25, 2019 at the rate of 7.5% per annum payable on June 25, 2019 to the holders of record of Class B-1 Stock and the Series B Preferred Stock on June 25, 2019 for a combined distribution total of approximately $183.8 million.

41

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Class B-1 Stock Issuance & Repurchase

In the first quarter of 2019, BPYU repurchased 10,496,703 shares of Class B-1 Stock held by BPR FIN 1 Subco LLC, a related party, for fair market value consideration of $224.5 million, being the redemption amount of the shares acquired at $21.39 per share.

In the fourth quarter of 2019, BPYU issued 13,712,834 shares of Class B-1 Stock to BPR FIN 1 Subco LLC, a related party, due to a contribution of $293.3 million, equal to $21.39 per share.

In the third quarter 2020, BPYU issued 19,367,288 shares of Class B-1 Stock to BPR FIN I Subco LLC, a related party, due to total contributions of $414.3 million, equal to $21.39 per share.

Class B-2 Stock Exchange

On June 26, 2019, following the effectiveness of the Restated Charter, certain subsidiaries of BPR FIN 1 Subco LLC, a related party, exchanged an aggregate of 121,203,654 shares of Class B-1 Stock held by such subsidiaries for 121,203,654 shares of Class B-2 Stock.

Preferred Stock

On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the "Pre-Merger Preferred Stock") at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. In connection with the BPY Transaction, each share of Pre-Merger Preferred Stock was converted into one share of 6.375% Series A cumulative redeemable preferred stock of BPYU (the "Series A Preferred Stock"). The Company's Series A Preferred Stock is listed on Nasdaq. Our Series A Preferred Stock has traded on Nasdaq under the symbol "BPYUP" since March 2, 2020, prior to which it traded under the symbol "BPRAP". The Series A Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%. The dividend is paid in arrears in preference to dividends on our Class A Stock, and reduces net income available to stockholders, and therefore, earnings per share.

The Series A Preferred Stock does not have a stated maturity date but we may redeem the Series A Preferred Stock for $25.00 per share plus all accrued and unpaid dividends. Upon certain circumstances surrounding a change of control, holders of Series A Preferred Stock may elect to convert each share of their Series A Preferred Stock into a number of shares of Class A Stock or Class C Stock, at the option of the holder, equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 2.4679 shares of Class A Stock or Class C Stock (subject to certain adjustments related to splits, subdivisions, or combinations). The BPY Transaction did not meet the definition of a change in control per the certificate of designation governing the Series A Preferred Stock.

Our Board of Directors declared preferred stock dividends during 2020 and 2019 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2020
November 5	December 15, 2020	January 1, 2021	$	0.3984
August 5	September 15, 2020	October 1, 2020	0.3984
May 7	June 15, 2020	July 1, 2020	0.3984
February 5	March 15, 2020	April 1, 2020	0.3984
2019
November 4	December 13, 2019	January 1, 2020	$	0.3984
August 1	September 13, 2019	October 1, 2019	0.3984
May 6	June 14, 2019	July 1, 2019	0.3984
February 6	March 15, 2019	April 1, 2019	0.3984

42

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Accumulated Other Comprehensive Loss

The following table reflects the components of accumulated other comprehensive loss as of September 30, 2020 and 2019:

	September 30, 2020		September 30, 2019
Net unrealized gains on financial instruments	$	30	$	12
Foreign currency translation	(104,351)		(87,530)
AOCI - minority interest	1,722		—
Accumulated other comprehensive loss	$	(102,599)	$	(87,518)

NOTE 10    EARNINGS PER SHARE

Class A Stock

Income available to Class A stockholders is limited to distributed income or dividends declared. Additionally, for purposes of allocating earnings to Class A Stock, the portion of the change in the carrying amount of Class A Stock that reflects a redemption in excess of fair value is considered a dividend to the Class A stockholders. As the Class A Stock redemption value approximates its fair value, basic and diluted earnings per share ("EPS") for Class A Stock is equivalent to the dividends declared for the period January 1, 2020 through September 30, 2020. There were 64,024,422 and 41,743,422 shares of Class A Stock outstanding as of December 31, 2019 and September 30, 2020, respectively. EPS is not presented for Class B Stock, Series B Preferred Stock or Class C Stock as these classes of stock are not publicly traded.

NOTE 11    STOCK-BASED COMPENSATION PLANS

The GGP Inc. 2010 Equity Plan (the "Equity Plan"), renamed as the Amended and Restated Brookfield Property REIT Inc. 2010 Equity Incentive Plan on August 28, 2018 in connection with the BPY Transaction, reserves for the issuance of 4% of outstanding Class A Stock on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the "Awards"). The Company's directors, officers and other employees and those of its subsidiaries and affiliates are eligible for the Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of BPYU's Class A Stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years. In addition to the Equity Plan, effective February 20, 2019, the Brookfield Property Group Restricted BPR Class A Stock Plan and Brookfield Property L.P. FV LTIP Unit Plan (the "2019 Plans") provide for grants of Restricted Class A Shares of BPR, now BPYU, stock and FV LTIP Units of Brookfield Property L.P. respectively. Officers and employees of any member of the Brookfield Properties Group and of their respective affiliates are eligible for Awards under these plans.

In connection with the BPY Transaction, the Equity Plan was amended and certain outstanding awards were modified. All outstanding GGP in and out of the money options were canceled and replaced with Class A Stock of BPYU and BPY options, respectively. Certain existing appreciation only LTIP awards were canceled and replaced with substitute awards of a BPY affiliate. Outstanding restricted GGP shares were replaced with restricted shares of Class A Stock. As the awards were modified in conjunction with an equity restructuring, they were accounted for as modifications. Incremental compensation cost was measured as the excess of the fair value of the replacement awards over the fair value of the original awards immediately before the terms were modified. Total compensation cost measured at the date of modification was the grant-date fair value of the original awards for which the requisite service is expected to be rendered (or has already been rendered) plus the incremental cost associated with the replacement awards. For vested awards, incremental compensation cost was recognized on the modification date. For unvested awards, incremental compensation cost is being recognized over the remaining service period.

43

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2020 and 2019 is summarized in the following table in thousands:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Stock options - Property management and other costs	$	—	$	10	$	—	$	40
Stock options - General and administrative	—		—		—		4
Restricted stock - Property management and other costs (1)	2,945		1,477		5,269		4,601
Restricted stock - General and administrative	802		508		2,051		1,268
LTIP Units - Property management and other costs	8		51		18		206
LTIP Units - General and administrative	15		204		36		1,578
Total	$	3,770	$	2,250	$	7,374	$	7,697

(1)    As a part of the reduction in workforce and early retirement plan offers, the expense of the restricted stock acceleration occurred in the third quarter. However, the vesting of the stock will not occur until the fourth quarter due to timing of the agreements.

The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan and the 2019 Plans for the nine months ended September 30, 2020 and 2019:

	2020			2019
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Stock options Outstanding at January 1,	175,799	$	25.66	1,011,523	$	19.71
Granted	—	—		—	—
Exercised	—	—		(773,642)	17.91
Forfeited	—	—		(13)	26.05
Expired	(39,137)	24.30		—	—
Stock options Outstanding at September 30,	136,662	$	26.05	237,868	$	25.59

	2020			2019
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
LTIP Units Outstanding at January 1,	2,177,668	$	24.11	3,921,175	$	25.96
Granted (1)	24,251	18.56		—	—
Exercised	(54,540)	26.83		(1,715,722)	28.34
Forfeited	—	—		(19,793)	22.42
Expired	(271,463)	22.42		—	—
LTIP Units Outstanding at September 30,	1,875,916	$	24.20	2,185,660	$	24.12

(1)    Granted by an affiliated operating partnership of the Company.

44

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	2020			2019
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Restricted Stock Outstanding at January 1,	1,149,164	$	20.98	986,937	$	22.48
Granted	851,102	18.57		647,226	19.94
Vested	(256,329)	22.09		(401,528)	22.60
Forfeited	(66,585)	19.75		(39,776)	21.16
Restricted Stock Outstanding at September 30,	1,677,352	$	19.64	1,192,859	$	21.11

NOTE 12    ACCOUNTS RECEIVABLE, NET

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2020		December 31, 2019
Trade receivables	$	484,046	$	111,582
Short-term tenant receivables	6,271		4,198
Straight-line rent receivable	158,519		144,249
Other accounts receivable	3,334		2,725
Total accounts receivable	652,170		262,754
Provision for doubtful accounts	(88,558)		(27,826)
Total accounts receivable, net	$	563,612	$	234,928

For leases where collectability of substantially all the lease payments is probable, the Company records an allowance for doubtful accounts against the portion of accounts receivable, net, including straight-line rents, which is estimated to be uncollectible to account for portfolio-level collection issues. The Company estimates the allowance based on previous recovery experience and expectations of future lease concessions, in consideration of weighted average remaining lease terms and the period of time elapsed on such lease terms. Changes in the allowance is recognized in rental income in our Consolidated Statements of Operations and Comprehensive Income (Loss).

NOTE 13    NOTES RECEIVABLE

The following table summarizes the significant components of notes receivable.

	September 30, 2020		December 31, 2019
Notes receivable	$	40,566	$	69,963
Accrued interest	4,006		6,347
Total notes receivable	$	44,572	$	76,310

On December 20, 2019 the Company issued a $31.7 million subordinated unsecured note to an institutional investor. The note was repaid in full on January 7, 2020.

45

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 14    PREPAID EXPENSES AND OTHER ASSETS

The following table summarizes the significant components of prepaid expenses and other assets.

	September 30, 2020						December 31, 2019
	Gross Asset		Accumulated Amortization		Balance		Gross Asset		Accumulated Amortization		Balance
Intangible assets:
Above-market tenant leases, net	$	152,078	$	(68,651)	$	83,427	$	177,480	$	(79,467)	$	98,013
Real estate tax stabilization agreement, net	111,506		(62,438)		49,068		111,506		(57,704)		53,802
Total intangible assets	$	263,584	$	(131,089)	$	132,495	$	288,986	$	(137,171)	$	151,815
Remaining prepaid expenses and other assets:
Restricted cash					93,442						77,683
Security and escrow deposits					1,303						1,259
Prepaid expenses					43,694						27,632
Other non-tenant receivables					65,543						56,948
Operating lease right of use assets, net					394,987						402,573
Finance lease right of use assets, net					7,899						7,995
Other					18,469						19,155
Total remaining prepaid expenses and other assets					625,337						593,245
Total prepaid expenses and other assets					$	757,832					$	745,060

46

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 15    ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following table summarizes the significant components of accounts payable and accrued expenses.

	September 30, 2020						December 31, 2019
	Gross  Liability		Accumulated Accretion		Balance		Gross  Liability		Accumulated Accretion		Balance
Intangible liabilities:
Below-market tenant leases, net	227,451		(64,897)		$	162,554	218,608		(56,893)		$	161,715
Total intangible liabilities	$	227,451	$	(64,897)	$	162,554	$	218,608	$	(56,893)	$	161,715
Remaining accounts payable and accrued expenses:
Accrued interest					66,955						42,371
Accounts payable and accrued expenses					100,400						71,720
Accrued real estate taxes					82,845						53,210
Deferred gains/income					85,762						85,598
Accrued payroll and other employee liabilities					65,876						61,002
Construction payable					265,716						301,096
Tenant and other deposits					15,221						15,078
Insurance reserve liability					12,433						12,787
Finance lease obligations					9,093						9,094
Conditional asset retirement obligation liability					2,528						3,275
Lease liability right of use					75,828						78,500
Other					79,833						131,684
Total remaining Accounts payable and accrued expenses					862,490						865,415
Total Accounts payable and accrued expenses					$	1,025,044					$	1,027,130

NOTE 16    LITIGATION

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

The Company is subject to litigation related to the BPY Transaction. The Company cannot predict the outcome of pending litigation, nor can it predict the amount of time and expense that will be required to resolve such litigation.

47

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 17    COMMITMENTS AND CONTINGENCIES

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income (Loss):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	4,254	$	3,475	$	13,249	$	9,667
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	3,315		3,475		9,805		9,667

The future impact of the shutdown on our level of liquidity is uncertain at this time. Measures undertaken by governments and companies in our principal markets have resulted in the temporary closure of many of our operating assets with the vast majority of the assets now open. The duration of such measures may impact our ability to collect rental income in our retail assets. The longer-term impact of the pandemic and resulting economic downturn could reduce demand for retail space.

Consequently, we are reviewing, and where appropriate adjusting, our current capital expenditure and financing assumptions on existing and future projects to reflect any potential shorter- and longer-term impact of the global economic shutdown.

We are also reviewing contractual arrangements with our tenants to assess the rights and responsibilities of the Company and our tenants in response to the impact of the measures undertaken by governments and/or tenants. Potential responses may include, but are not limited to, extension of payment terms from tenants, adjustments to the duration of leases, payment holidays, and renegotiation of lease terms.

We expect to be able to refinance the majority of debt obligations maturing in the near term or to exercise contractual extension options thereon, although there is no guarantee we will be able to do so. In certain instances, we plan to seek certain modifications to mortgages, including lease restructuring approvals and technical default waivers, and potentially interest deferrals.

In addition, certain debt obligations are subject to financial covenants. As a result, in the shorter-term, the global economic shutdown may negatively impact our ability to meet such covenants. We are reviewing the financial covenants of each debt instrument and, where applicable, working with our lenders to address debt instruments which may potentially approach or breach covenant limits. Such adjustments may include, but are not limited to, adjustment to the covenant limits, interest payment holidays, and temporary suspension of covenant testing.

In order to maintain financial flexibility, we maintain capacity under the Facility. As of September 30, 2020, the available liquidity under such credit facility was $580.0 million. We believe we will be able to continue to borrow funds on the Facility when and as required.

NOTE 18    SUBSEQUENT EVENTS

Subsequent to September 30, 2020, the Company repurchased 2,613,565 shares of Class A Stock at an average purchase price of $13.32 per share for an aggregate cost of approximately $34.8 million.

Subsequent to September 30, 2020, the Company issued 1,469,319 shares of Class B-1 Stock at an average price of $21.39 per share, for total aggregate proceeds of $31.4 million.

On October 30, 2020, the Company conveyed one property to the lender in satisfaction of $59.0 million in outstanding debt.

48

Brookfield Property REIT Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

On November 6, 2020, the Company extended its forbearance agreement related to the loan at The Mall in Columbia until November 23, 2020 while replacement financing is finalized. A principal repayment of $28.0 million was made in conjunction with the extension.

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ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All references to numbered Notes are to specific footnotes to our Consolidated Financial Statements included in this Quarterly Report and which descriptions are incorporated into the applicable response by reference. The following discussion should be read in conjunction with such Consolidated Financial Statements and related Notes. Capitalized terms used, but not defined, in this Management's Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as in such Notes.

Brookfield Property REIT Inc. ("the Company" or "BPYU") is an indirect subsidiary of Brookfield Property Partners L.P. ("BPY"), one of the world's largest commercial real estate companies. As used herein, the terms "we", "us" and "our" refer to BPYU and its subsidiaries. BPYU, through its subsidiaries and affiliates, is an owner and operator of retail properties.

Overview—Introduction

We own a property portfolio comprised primarily of Class A regional malls (defined primarily by sales per square foot). As of September 30, 2020, we were the owner, either entirely or with joint venture partners, of 122 retail properties located throughout the United States comprising approximately 120 million square feet of gross leasable area, or GLA.

Our primary objective is to be an owner and operator of best-in-class retail properties that provide an outstanding environment and experience for our communities, retailers and consumers. We operate our business to achieve this objective with a long term view and will continue to make decisions with that in mind, however, we will caution that in light of the novel coronavirus pandemic ("COVID-19" or "the global economic shutdown" or "the shutdown") and its impact on the global economy, we may be unable to achieve these objectives in the near term.

Our strategy includes:

•increasing the permanent occupancy of our regional mall portfolio by converting temporary leases to permanent leases and leasing vacant space;

•renewing or replacing expiring leases at greater rental rates;

•actively recycling capital through the disposition of assets; investing in whole or partial interests in high-quality regional malls, anchor pads, and our development pipeline and repaying debt; and

•continuing to execute on our existing redevelopment projects and seeking additional opportunities within our portfolio for redevelopment.

Despite the recent economic disruption caused by COVID-19, we expect that the high quality nature of our stabilized properties and associated cash flows will continue to be in demand from investors, although our ability to execute on recycling of capital initiatives will likely be impacted in the short term.

As of September 30, 2020, the portfolio was 93.4% leased, compared to 95.0% leased at September 30, 2019. On a suite-to-suite basis, the leases commencing occupancy in the trailing 12 months exhibited initial rents that were 4.5% higher than the final rents paid on expiring leases.

Overview—Financial

The COVID-19 pandemic has spread globally, and has caused a global economic shutdown. The actions taken in response to the shutdown have interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial markets, resulting in a general decline in equity prices and lower interest rates; impacted social conditions; and adversely impacted local, regional, national and international economic conditions, as well as the labor markets. Accordingly, we caution you that our financial position and consolidated performance presented below may not be indicative of our results in future periods as a result of the ongoing and developing COVID-19 pandemic and its resulting impact on the global economy.

Net loss attributable to BPYU increased from $229.0 million for the nine months ended September 30, 2019 to $461.5 million for the nine months ended September 30, 2020 primarily due to the increase in equity in loss of unconsolidated real estate

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affiliates and the decrease in gains on the sale of unconsolidated properties from the nine months ended September 30, 2019 compared to the nine months ended September 30, 2020.

See Non-GAAP Supplemental Financial Measures below for a discussion of funds from operations ("FFO"), along with a reconciliation to Net (loss) income attributable to BPYU.

Operating Metrics

The following table summarizes selected operating metrics for our portfolio.

	September 30, 2020 (1)			September 30, 2019 (1)
In-Place Rents Per Square Foot (all less anchors) (2)	$	81.08		$	79.95
In-Place Rents Per Square Foot (<10K square feet) (2)	$	61.87		$	61.88
Percentage Occupied for Total Retail Properties	92.8		%	93.6		%
Percentage Leased for Total Retail Properties	93.4		%	95.0		%

(1)     Metrics exclude properties acquired in the year ended December 31, 2019 and the nine months ended September 30, 2020, reductions in ownership as a result of sales or other transactions, and certain redevelopments and other properties.

(2)    Rent is presented on a cash basis and consists of base minimum rent and common area costs.

Lease Spread Metrics

The following table summarizes signed leases compared to expiring leases in the same suite, for leases where (1) the downtime between new and previous tenant was less than 24 months, (2) the occupied space between the previous tenant and new tenant did not change by more than 10,000 square feet and (3) the new lease is at least a year.

	# of Leases	SF (in thousands)	Term (in years)	Initial Rent PSF (1)		Expiring Rent PSF (2)		Initial Rent Spread		% Change
Trailing 12 Month Commencements	870	3,109	6.6	$	52.14	$	49.90	$	2.24	4.5	%

(1)     Represents initial annual rent over the lease consisting of base minimum rent and common area maintenance.

(2)     Represents expiring rent at end of lease consisting of base minimum rent and common area maintenance.

Results of Operations

Three months ended September 30, 2020 and 2019

Rental revenues increased $9.2 million, primarily due to the acquisition of an additional interest in four operating properties in the fourth quarter of 2019. The acquisition resulted in a $43.4 million increase in Rental Revenues during the third quarter of 2020 compared to the third quarter of 2019. This is partially offset by the provision for doubtful accounts, resulting in a $32.2 million decrease from the third quarter of 2020 compared to the third quarter of 2019.

Real estate taxes increased $7.3 million, primarily due to the acquisition of an additional interest in four operating properties in the fourth quarter of 2019. The acquisition resulted in a $4.7 million increase in real estate taxes during the third quarter of 2020 compared to the third quarter of 2019.

The provision of impairment of $38.8 million during the third quarter of 2019 is related to an impairment charge recorded on one operating property (Note 2). There were no operating property impairment charges during the third quarter of 2020.

Depreciation and amortization increased $45.0 million, primarily due to the acquisition of an additional interest in four operating properties in the fourth quarter of 2019. The acquisition resulted in a $30.5 million increase in depreciation and amortization during the third quarter of 2020 compared to the third quarter of 2019.

Gain from changes in control of investment properties of $39.7 million during the third quarter of 2019 is related to the acquisition of an additional interest at one operating property (Note 3).

51

Loss on extinguishment of debt of $27.5 million is related to the pre-payment penalty related to the refinancing of debt at one property that occurred in the third quarter of 2019 (Note 6).

Benefit from (provision for) income taxes decreased $19.8 million, primarily due to the recognition of deferred taxes related to certain transactions effectuated in the BPY Transaction in 2019

Equity in loss of Unconsolidated Real Estate Affiliates increased $60.3 million during the third quarter of 2020, primarily related to decreased revenues in unconsolidated joint ventures. Additionally, impairment charges of $2.5 million were recorded on one operating property (Note 5).

Unconsolidated Real Estate Affiliates - gain on investment during the third quarter of 2019 is due to the 49.3% sale of our interest in Authentic Brands Group LLC ("ABG") (Note 3).

Nine months ended September 30, 2020 and 2019

Rental revenues increased $64.9 million, primarily due to the acquisition of an additional interest in four operating properties in the fourth quarter of 2019. The acquisition resulted in a $139.2 million increase in Rental Revenues during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. This is partially offset by the provision for doubtful accounts, resulting in $48.2 million decrease during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2019.

Real estate taxes increased $20.6 million, primarily due to the acquisition of an additional interest in four operating properties in the fourth quarter of 2019. The acquisition resulted in a $14.1 million increase in real estate taxes during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.

The provision for impairment of $71.5 million during the nine months ended September 30, 2020 is related to an impairment charges recorded on one operating property and the provision of impairment of $223.1 million during the nine months ended September 30, 2019 is related to impairment charges recorded on two operating properties (Note 2).

Depreciation and amortization increased $128.0 million, primarily due to the acquisition of an additional interest in four operating properties in the fourth quarter of 2019. The acquisition resulted in a $103.0 million increase in depreciation and amortization during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.

Loss from changes in control of investment properties of $15.4 million during the nine months ended September 30, 2020 is related to the acquisition of an additional interest at one operating property (Note 3). The gain from changes in control of investment properties of $39.7 million during the nine months ended September 30, 2019 is related to the acquisition of an additional interest at one operating property (Note 3).

The gain on extinguishment of debt of $14.3 million during the nine months ended September 30, 2020 is related to the debt buyback transactions that occurred in the second quarter of 2020 (Note 6). The loss on extinguishment of debt of $27.5 million during the nine months ended September 30, 2019 is due to a pre-payment penalty related to the refinancing of debt at one property (Note 6).

Benefit from income taxes decreased $10.7 million, primarily due to the recognition of deferred taxes related to certain transactions effectuated in the BPY Transaction in 2019.

Equity in loss of Unconsolidated Real Estate Affiliates of $105.4 million during the nine months ended September 30, 2020 is primarily related to impairment charges on three operating properties (Note 5) and a loss of revenues.

Unconsolidated Real Estate Affiliates - gain on investment during the nine months ended September 30, 2020 is primarily due to the sales of remaining interests in ABG and Aero OpCo LLC (Note 3). The Unconsolidated Real Estate Affiliates - gain on investment during the nine months ended September 30, 2019 relates to the sale of our 12.0% interest in Bayside Marketplace and the 49.3% sale of our interest in ABG (Note 3).

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Liquidity and Capital Resources

Our primary source of cash is from the ownership and management of our properties and strategic dispositions. In addition, we will also use financings as a source of capital. We may generate cash from refinancings or borrowings under our revolving credit facility (the "Facility"). Our primary uses of cash include payment of operating expenses, debt service, reinvestment in and redevelopment of properties, tenant allowances, dividends, share repurchases and strategic acquisitions.

We anticipate maintaining financial flexibility by managing our future maturities and amortization of debt. We believe that we currently have sufficient liquidity to satisfy all of our commitments in the form of $173.3 million of consolidated unrestricted cash and $580.0 million of available capacity under our revolving credit facility as of September 30, 2020, as well as anticipated cash provided by operations.

Our key financing objectives include:

•to obtain property-secured debt with laddered maturities; and

•to minimize the amount of debt that is cross-collateralized and/or recourse to us.

We may raise capital through public or private issuances of debt securities, preferred stock, Class A Stock, Common Units of BPR OP, LP ("BPROP"), or other capital raising activities. In addition, we or our affiliates may repurchase our shares or corporate debt and bonds.

The future impact of the global economic shutdown on our level of liquidity is uncertain at this time. Measures undertaken by governments and companies in our principal markets have resulted in the temporary closure of many of our operating assets with the vast majority of the assets now open. The duration of such measures may impact our ability to collect rental income in our retail assets. The longer-term impact of the shutdown and resulting economic downturn could reduce demand for retail space.

Consequently, we are reviewing, and where appropriate adjusting, our current capital expenditure and financing assumptions on existing and future projects to reflect any potential shorter- and longer-term impact of the shutdown.

We are also reviewing contractual arrangements with our tenants to assess the rights and responsibilities of the Company and our tenants in response to the impact of the measures undertaken by governments and/or tenants. Potential responses may include, but are not limited to, extension of payment terms from tenants, adjustments to the duration of leases, payment holidays, and renegotiation of lease terms.

We expect to be able to refinance the majority of debt obligations maturing in the near term or to exercise contractual extension options thereon, although there is no guarantee we will be able to do so. In certain instances, we plan to seek certain modifications to mortgages, including lease restructuring approvals and technical default waivers, and potentially interest deferrals.

In addition, certain debt obligations are subject to financial covenants. As a result, in the shorter-term, the shutdown may negatively impact our ability to meet such covenants. We are reviewing the financial covenants of each debt instrument and, where applicable, working with our lenders to address debt instruments which may potentially approach or breach covenant limits. Such adjustments may include, but are not limited to, adjustment to the covenant limits, interest payment holidays, and temporary suspension of covenant testing.

In order to maintain financial flexibility, we maintain capacity under our Facility. As at September 30, 2020, the available capacity under such credit facility was $580.0 million. We believe we will be able to continue to borrow funds on the Facility when and as required.

The Company entered into a new credit agreement (the "Credit Agreement") dated as of August 24, 2018 consisting of the Facility, Term A-1 and A-2 loans, and a Term B loan. The Facility provides for revolving loans of up to $1.5 billion and borrowings bear interest at a rate equal to LIBOR plus 2.25%. The Facility is scheduled to mature in August 2022 and had outstanding borrowings of $920.0 million as of September 30, 2020. The Term A-1 Loan has a total commitment outstanding of $900.0 million, with $700.0 million attributable to BPYU and $200.0 million attributable to an affiliate, and is scheduled to mature in August 2021, bearing interest at a rate equal to LIBOR plus 2.25%. During the quarter ended September 30, 2020, the Company didn't make principal payments, and the remaining outstanding balance was $34.8 million. The Term A-2 Loan has a total commitment outstanding of $2.0 billion and is scheduled to mature in August 2023, bearing interest at a rate equal to LIBOR plus 2.25%, and the outstanding balance at September 30, 2020 was $2.0 billion. The Term B Loan has a total commitment outstanding of $2.0 billion and is scheduled to mature in August 2025 bearing interest at a rate equal to LIBOR plus 2.50 %. During the quarter ended September 30, 2020, the Company made a principal payment in the total amount of

53

$5.0 million. The total outstanding balance of the Term B Loan as of September 30, 2020 was $1,955.0 million. The Term A-1, A-2, and B Loans are contractually obligated to be prepaid through net proceeds from property level refinances and asset sales as outlined in the Credit Agreement.

The Credit Agreement contains certain restrictive covenants which limit material changes in the nature of our business conducted, including, but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required to maintain compliance with certain financial covenants related to a maximum net debt-to-value ratio and a minimum fixed-charge-coverage ratio, as defined in the Credit Agreement.

On July 29, 2020, the Company entered into the First Amendment of its Credit Agreement in order to give effect to certain amendments, including, but not limited to the following:

•The lenders have agreed to certain covenant relief in respect of the financial covenants through the fiscal quarter ending June 30, 2021 (the “Covenant Relief Period”). The maximum total indebtedness to value ratio financial maintenance covenant is being eliminated permanently. The minimum fixed charge coverage ratio is being reduced to 1.20x during the Covenant Relief Period and increasing to 1.35x thereafter.

•The applicable margin for the Term A Loans and the Facility will be LIBOR plus 3.00% during the Covenant Relief Period – and thereafter, will be LIBOR plus 3.00% if the total net indebtedness to value ratio is greater than 70%.

•The Company agreed to maintain an ongoing liquidity covenant (set at $500 million) which will be tested as of the last day of each month against the amount of unrestricted cash, undrawn available amounts under the Facility and undrawn amounts under the new Brookfield Liquidity Facility. The Company will enter into and maintain a $500 million Brookfield Liquidity Facility (the “Brookfield Liquidity Facility”) and prior to the date the Company demonstrates compliance with the financial covenants in effect under the Credit Agreement prior to the First Amendment, any interest and principal payments thereunder must be paid-in-kind.

•The Company will be required to "match-fund" drawings under the Facility in excess of $1.0 billion using proceeds of either the Brookfield Liquidity Facility or issuances of qualified equity interests. The match-funding requirement will be required to be made (i) monthly, whereby any drawing during that month is in excess of the prior highest balance of the revolver (in excess of $1.0 billion), (ii) within 10 business days of a request from the agent if as of any day during a month, the excess draw amount would exceed $10 million and (iii) at any time of request for a revolving loan that the excess would be $100 million or greater (which would be match-funded substantially concurrently with the requested revolving loan draw).

•The Company will also be required to make additional prepayments of the Term A loans with proceeds of certain equity, debt issuances and asset sales.

•The Company also agreed to a number of additional restrictions, including restrictions on incurring additional indebtedness, making of certain restricted payments and the use of proceeds under the revolving facility, which will apply either through the end of the Covenant Relief Period – and in the case of certain provisions, until the Company demonstrates compliance with the financial covenants in effect under the Credit Agreement prior to the First Amendment.

As of September 30, 2020, we are not aware of any instances of non-compliance with such covenants. Though there is potential for a risk of default (See Note 17 for discussion specific to COVID-19), in the event the Company fails to maintain compliance with its financial covenants, the Credit Agreement provides for a cure period, during which the Company has the opportunity to raise additional cash and reduce net debt balance, such as through capital contributions from BPY, or disposition of assets. Management has determined that in the event of a default, it is probable that these market-based alternatives would be available, and that these actions would provide the necessary cash flows to prevent or cure an event of default, although there is no guarantee that these market-based alternatives would be available.

On May 24, 2020, the Company executed a series of transactions to repurchase corporate debt on the open market, funded by intercompany loans from BPY. The total amounts of debt repurchased had a par value of $59.6 million, and a cash repurchase price of $45.3 million. Following each repurchase, the repurchased debt was formally cancelled. As a result of the debt repurchase and cancellation, the Company recognized a gain of $14.3 million included in gain on extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

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During the nine months ended September 30, 2020, the Company suspended equity contributions to make contractual interest and/or principal payments on eighteen consolidated and unconsolidated property level mortgages, including one mortgage that is in maturity default. The Company is currently engaging in negotiations with the creditors on these mortgages to obtain potential lender concessions or other relief. If the Company is unsuccessful in obtaining concessions from these creditors, it is possible that the property securing these loans would be transferred to the lenders. In such circumstances, the carrying value of the property may no longer be recoverable and may trigger an impairment charge. These mortgages are non-recourse and the creditors do not have security claims against the Company aside from the collateral property. In total, as of September 30, 2020, the Company has suspended equity contributions to make contractual interest and/or principal payments on a total of $1.8 billion of property level mortgages and the related Investment in Real Estate securing these loans has a carrying value of $1.9 billion.

On April 24, 2020, the Company completed a one-year extension of a $1.3 billion loan secured by cross-collateralized mortgages on 15 properties with an interest rate of LIBOR plus 1.75%, which matures on April 25, 2021. An extension fee of $1.6 million was paid in conjunction with the extension.

On February 28, 2020, the Company closed a new loan at the Miami Design District joint venture in the amount of $500.0 million with an interest rate of 4.13%, which matures on March 1, 2030. The loan replaced the previous debt of $480.0 million with an interest rate of LIBOR plus 2.50% that was scheduled to mature on May 14, 2021. As a result of the refinancing, the joint venture incurred $3.7 million of deferred financing costs that were capitalized.

As of September 30, 2020, we had $8.2 billion of debt pre-payable at our proportionate share without penalty. We may pursue opportunities to refinance this debt at lower interest rates and longer maturities.

As of September 30, 2020, our proportionate share of total debt aggregated $27.0 billion. Our total debt includes our consolidated debt of $16.5 billion and our share of unconsolidated real estate affiliates debt of $10.4 billion. Of our proportionate share of total debt, $6.8 billion is recourse to the Company or its subsidiaries (including the Facility) due to guarantees or other security provisions for the benefit of the note holder.

The amount of debt due in the next three years represents 30.2% of our total debt at maturity. The maximum amount due in any one of the next ten years is no more than $3.7 billion at our proportionate share or approximately of 13.7% our total debt at maturity.

The following table illustrates the scheduled payments for our proportionate share of total debt as of September 30, 2020. The $206.2 million of junior subordinated notes are due in 2036, but we may redeem them any time after April 30, 2011 (Note 6). As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to 2025.

	Consolidated		Unconsolidated
	(Dollars in thousands)
Remainder of 2020	$	532,539	$	278,541
2021(1)	2,926,152		1,103,845
2022	2,039,508		1,266,138
2023(2)	2,826,245		918,490
2024	2,203,411		1,580,310
2025(3)	3,200,001		500,927
Subsequent	2,808,473		4,777,473
Total	$	16,536,329	$	10,425,724

(1)    Includes the Term A-1 Loan (Note 6).

(2)    Includes the Term A-2 Loan (Note 6).

(3)    Includes the Term B Loan (Note 6).

We believe we will be able to extend the maturity date, repay under our available line of credit or refinance the consolidated debt that is scheduled to mature in 2020. We also believe that the joint ventures will be able to refinance the debt of our unconsolidated real estate affiliates upon maturity; however, there can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans.

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Reserves

With respect to our consolidated properties, for the three and nine months ended September 30, 2020, we have recorded $36.9 million and $59.8 million, respectively, associated with potentially uncollectible revenues, which includes $2.4 million and $7.4 million, respectively, for straight-line rent receivables. With respect to our Unconsolidated Real Estate Affiliates, for the three and nine months ended September 30, 2020, our Unconsolidated Real Estate Affiliates have recorded $47.4 million and $81.0 million, respectively, associated with potentially uncollectible revenues, which includes $3.0 million and $10.1 million, respectively, for straight-line rent receivables. Of these amounts for the three and nine months ended September 30, 2020, our share totaled $24.9 million and $40.1 million, respectively, which includes $1.5 million and $4.8 million, respectively, for straight-line rent receivables.

As of September 30, 2020, the Company, including consideration of our share of Unconsolidated Real Estate Affiliates, has collected approximately 65% of third quarter rents, and collections continue to increase subsequent to quarter end. While working to preserve our profitability and cash flow, we are also working with our tenants regarding requests for lease concessions and other forms of assistance, although we have not executed a significant number of agreements. While we anticipate that we may grant further rent concessions, such as the deferral or abatement of lease payments, such rent concession requests are evaluated on a case-by-case basis. Not all requests for rent relief will be granted as the Company does not intend to forgo its legally enforceable contractual rights that exist under its lease agreements.

Acquisitions and Joint Venture Activity

From time-to-time we may acquire whole or partial interests in high-quality retail properties or make strategic dispositions. Refer to Note 3 for more information.

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Developments and Redevelopments

We are currently redeveloping several consolidated and unconsolidated properties primarily to improve the productivity and value of the property, convert large-scale anchor boxes into smaller leasable areas and to create new in-line retail space and new restaurant venues. The execution of these redevelopment projects within our portfolio was identified as providing compelling risk-adjusted returns on investment.

We have development and redevelopment activities totaling approximately $445.0 million under construction and $365.0 million in the pipeline. We continue to evaluate a number of other redevelopment projects to further enhance the quality of our assets. Expected returns are based on the completion of current and future redevelopment projects, and the success of the leasing and asset management plans in place for each project. Expected returns are subject to a number of variables, risks, and uncertainties including those disclosed within Part II, Item 1A of this Quarterly Report and those previously disclosed in our Annual Report. We also refer the reader to our disclosure related to forward-looking statements, below. The following table illustrates our planned redevelopments:

			Stabilized Year	Proportionate Cost (1)
Property	Location	Description		Total		To-Date
Major Development Summary (in millions, at share unless otherwise noted)
Active redevelopments
Tysons Galleria	McLean, VA	Macy's Redevelopment for theater and multi level small shop expansion	2023	$	111	$	28
Alderwood	Lynnwood, WA	Sears Redevelopment - Residential	2022	13		3
Stonestown Galleria	San Francisco, CA	Anchor Redevelopment for Retail and Entertainment	2022	149		99
Other Projects	Various		2020-2023	172		61
Active developments/redevelopments				$	445	$	191
In planning
Oxmoor Center	Louisville, KY	Sears Redevelopment for Entertainment and Restaurants	2024	$	30	$	1
Cumberland	Atlanta, GA	Residential	2024	19		—
Northridge	Northridge, CA	Residential	2025	50		—
Ala Moana	Honolulu, HI	Residential Tower	2025	157		1
Other Projects	Various		2021-2025	109		16
In planning				$	365	$	18
Total retail developments				$	810	$	209

(1)     Costs are at BPYU's ownership share post August 28, 2018, with closing of new joint venture partnerships.

Our investment in these projects for the nine months ended September 30, 2020 increased from December 31, 2019 in conjunction with the applicable development plan and as projects near completion. The continued progression of redevelopment projects resulted in increases to our investment to date. Prior to the COVID-19 pandemic, our current projects were generally progressing in accordance with their timeline and budget. The impact of the pandemic and associated restrictions that have been put in place by local governments may cause delays in construction and may impact our ability to progress pre-leasing efforts.

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Capital Expenditures, Capitalized Interest and Overhead (at share)

The following table illustrates our capital expenditures, capitalized interest, and initial direct costs associated with leasing and development, which primarily relate to ordinary capital projects at our operating properties. In addition, we incurred tenant allowances and capitalized leasing costs for our operating properties as outlined below. Capitalized interest is based upon qualified expenditures and interest rates; capitalized leasing and development costs are initial direct costs as incremental costs of a lease that would not have been incurred if the lease had not been obtained. These costs are amortized over lives which are consistent with the related asset.

	Nine Months Ended September 30,
	2020		2019
	(Dollars in thousands)
Operating capital expenditures (1)	$	93,606	$	122,537
Tenant allowances and capitalized leasing costs (2)	59,598		149,234
Capitalized interest and capitalized overhead	16,149		17,848
Total	$	169,353	$	289,619

(1)Reflects only non-tenant operating capital expenditures.

(2)Tenant allowances paid on 3.5 million square feet.

Class A Stock Dividend

Our Board of Directors declared Class A Stock dividends during 2020 and 2019 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2020
November 5	November 30	December 31	$	0.3325
August 5	August 31	September 30	0.3325
May 7	May 29	June 30	0.3325
February 5	February 28	March 31	0.3325
2019
November 4	November 29	December 31	$	0.3300
August 1	August 30	September 30	0.3300
May 6	May 31	June 28	0.3300
February 6	February 28	March 29	0.3300

Class B Stock Dividend

Our Board of Directors did not declare dividends on Class B-1 Stock, Class B-2 Stock, or Series B Preferred Stock during the nine months ended September 30, 2020. Our Board of Directors declared dividends on these classes of stock during 2019 as follows:

Class B-1 Stock Dividends

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
November 4	December 25	December 25	$	0.110

On November 4, 2019, a partial dividend was declared in the amount of $0.11 per share of the Class B-1 Stock.

Class B-2 Stock Dividends

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
November 4	December 25	December 25	$	0.110

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On November 4, 2019, a partial dividend was declared in the amount of $0.11 per share of the Class B-2 Stock.

Combined Class B Stock and Series B Preferred Stock

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
May 25	June 25	June 25	$	0.397
March 25	March 27	March 27	1.015

A dividend was declared on the Class B-1 Stock and the Series B Preferred Stock of the Company in the amount equal to all unpaid dividends on such shares from the date of issue to March 31, 2019 at the rate of 7.5% per annum payable on March 27, 2019 to the holders of record of Class B-1 Stock and the Series B Preferred Stock on March 27, 2019 for a combined distribution total of approximately $467.3 million.

In the quarter ended June 30, 2019, a dividend was declared on the Class B-1 Stock and the Series B Preferred Stock of the Company in the amount equal to all unpaid dividends on such shares from March 31, 2019 to June 25, 2019 at the rate of 7.5% per annum payable on June 25, 2019 to the holders of record of Class B-1 Stock and the Series B Preferred Stock on June 25, 2019 for a combined distribution total of approximately $183.8 million.

Preferred Stock Dividends

On February 13, 2013, GGP issued, under a public offering, 10,000,000 shares of 6.375% Series A Cumulative Stock at a price of $25.00 per share. In connection with the BPY Transaction, each share was converted into one share of 6.375% Series A Preferred Stock. Our Board of Directors declared preferred stock dividends during 2020 and 2019 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2020
November 5	December 15, 2020	January 1, 2021	$	0.3984
August 5	September 15, 2020	October 1, 2020	0.3984
May 7	June 15, 2020	July 1, 2020	0.3984
February 5	March 15, 2020	April 1, 2020	0.3984
2019
November 4	December 13, 2019	January 1, 2020	$	0.3984
August 1	September 13, 2019	October 1, 2019	0.3984
May 6	June 14, 2019	July 1, 2019	0.3984
February 6	March 15, 2019	April 1, 2019	0.3984

Summary of Cash Flows

Cash Flows from Operating Activities

Net cash (used in) provided by operating activities was $(93.7) million for the nine months ended September 30, 2020 and $252.2 million for the nine months ended September 30, 2019. Significant components of net cash (used in) provided by operating activities include:

•in 2020, equity in loss of Unconsolidated Real Estate Affiliates of $105.4 million;

•in 2020, depreciation and amortization of $485.4 million;

•in 2020, unconsolidated real estate affiliates - loss on investment, net of $(10.9) million;

•in 2020, loss from changes in control of investment properties and other, net of $15.4 million;

•in 2020, provision for impairment of $71.5 million;

•in 2020, gain on extinguishment of debt of $(14.3) million;

•in 2020, accounts and notes receivable, net of $(364.6) million;

•in 2020, prepaid expenses and other assets of $(27.6) million;

•in 2020, account payable and accrued expenses of $53.7 million;

•in 2019, depreciation and amortization of $357.4 million;

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•in 2019, unconsolidated real estate affiliates - loss on investment, net of $(138.0) million;

•in 2019, provision for impairment of $223.1 million; and

•in 2019, account payable and accrued expenses of $(39.9) million.

Cash Flows from Investing Activities

Net cash (used in) investing activities was $(182.9) million for the nine months ended September 30, 2020 and $(396.0) million for the nine months ended September 30, 2019. Significant components of net cash (used in) investing activities include:

•in 2020, development of real estate and property improvements of $(219.7) million;

•in 2020, proceeds from sales of investment properties and unconsolidated real estate affiliates of $84.5 million;

•in 2020, contributions to unconsolidated real estate affiliates of $(75.2) million;

•in 2020, distributions received from unconsolidated real estate affiliates in excess of income of $29.7 million;

•in 2019, development of real estate and property improvements of $(381.8) million;

•in 2019, proceeds from repayment of loans to joint venture partners of $18.0 million;

•in 2019, contributions to unconsolidated real estate affiliates of $(208.3) million;

•in 2019, distributions received from unconsolidated real estate affiliates in excess of income of $269.5 million;

•in 2019, loans to affiliates of $(330.0) million;

•in 2019, proceeds from loan to affiliates of $330.0 million; and

•in 2019, loans to joint venture and joint venture partners of $(97.5) million.

Cash Flows from Financing Activities

Net cash provided by financing activities was $267.9 million for the nine months ended September 30, 2020 and $82.2 million for the nine months ended September 30, 2019. Significant components of net cash provided by financing activities include:

•in 2020, proceeds from the refinancing or issuance of mortgages, notes and loans payable of $811.1 million;

•in 2020, principal payments on mortgages, notes, and loans payable of $(751.2) million;

•in 2020, buyback of Class A Stock of $(133.6) million;

•in 2020, issuance of Class B Stock of $414.3 million;

•in 2020, series K preferred units redemptions of $(28.3) million;

•in 2020, payment received on note receivable of $31.7 million;

•in 2020, cash distributions paid to stockholders of $(54.9) million;

•in 2019, proceeds from the refinancing or issuance of mortgages, notes and loans payable of $4.7 billion, which includes a $1 billion bonds issuance;

•in 2019, principal payments on mortgages, notes, and loans payable of $(3.4) billion;

•in 2019, buyback of Class A Stock of $(114.9) million;

•in 2019, buyback of Class B-1 Stock of $(224.5) million;

•in 2019, cash distributions to noncontrolling interests in consolidated real estate affiliates of $(67.0) million; and

•in 2019, cash distributions paid to stockholders of $(738.0) million.

Seasonality

Although we have a year-long temporary leasing program, occupancies for short-term tenants and, therefore, rental income recognized, are higher during the fourth quarter of the year. In addition, the majority of our tenants have December or January lease years for purposes of calculating annual overage rent amounts. Accordingly, overage rent thresholds are most commonly achieved in the fourth quarter. As a result, revenue production is generally highest in the fourth quarter of each year.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations is based on our consolidated interim financial statements, which have been prepared in accordance with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the preparation of the consolidated financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making

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judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A disclosure of our critical accounting policies which affect our more significant judgments and estimates used in the preparation of our consolidated financial statements is included in our Annual Report in Management's Discussion and Analysis of Financial Condition and Results of Operations.

For the nine months ended September 30, 2020, there were no significant changes to these policies, except for the policies related to the application of lease modification guidance in Accounting Standards Update ("ASU") 2016-02, Leases ("ASC 842", "Topic 842", or "the new leasing standard") as a result of the COVID-19 pandemic as described in Note 2 and below.

Topic 842 - Lease Modification Q&A

Due to the business disruptions and challenges severely affecting the global economy caused by the global economic shutdown, lessors may provide rent deferrals and other lease concessions to lessees. In April 2020, the Financial Accounting Standards Board staff issued a question and answer document (the "Lease Modification Q&A") focused on the application of lease accounting guidance to lease concessions provided as a result of the shutdown. Under existing lease guidance, economic relief that is agreed to or negotiated outside of the original lease agreement is typically considered a lease modification, in which case both the lessee and lessor would be required to apply the respective modification frameworks. However, if the lessee was entitled to the economic relief because of either contractual or legal rights, the relief would be accounted for outside of the modification framework. Although the original lease modification guidance in Accounting Standards Codification (“ASC”) 842, Leases remain appropriate to address routine lease modifications, the Lease Modification Q&A established a different framework to account for certain lease concessions granted in response to the shutdown. The Lease Modification Q&A allows the Company, if certain criteria have been met, to make an accounting policy election to account for COVID-19 related lease concessions as either a lease modification or a negative variable adjustment to rental revenue. Such election is required to be applied consistently to leases with similar characteristics and similar circumstances.

The Company has elected to apply such relief and will avail itself of the election to treat leases as lease modifications, thereby avoiding performing a lease by lease analysis for the lease concessions that were (1) granted as relief due to the shutdown and (2) result in the cash flows remaining substantially the same or less than the original contract.

Refer also to the accounting policies discussed in Note 2.

REIT Requirements

In order to remain qualified as a REIT for Federal income tax purposes, we must distribute at least 90% of our taxable ordinary income to stockholders. We are also subject to federal income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. See Note 8 to the Consolidated Financial Statements for more detail on our ability to remain qualified as a REIT.

Recently Issued Accounting Pronouncements

Refer to Note 2 of the Consolidated Financial Statements for recently issued accounting pronouncements.

Non-GAAP Supplemental Financial Measures and Definitions

Funds From Operations ("FFO")

The Company determines FFO based upon the definition set forth by Nareit. The Company determines FFO to be its share of consolidated net income (loss) attributable to BPYU computed in accordance with GAAP, adjusted for real estate related depreciation and amortization, amortization of above and below market rent on ground leases, excluding gains and losses from extraordinary items, excluding cumulative effects of accounting changes, excluding gains and losses from the sales of, or any impairment charges related to, previously depreciated operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon the Company's economic ownership interest, and all determined on a consistent basis in accordance with GAAP.

The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry. FFO facilitates an understanding of the operating performance of the Company's properties between periods because it does not give effect to real

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estate depreciation and amortization since these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that FFO provides investors with a clearer view of the Company's operating performance.

We calculate FFO in accordance with standards established by Nareit, which may not be comparable to measures calculated by other companies who do not use the Nareit definition of FFO or do not calculate FFO in accordance with Nareit guidance. In addition, although FFO is a useful measure when comparing our results to other REITs, it may not be helpful to investors when comparing us to non-REITs.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

In order to provide a better understanding of the relationship between the Company's non-GAAP financial measures of FFO, a reconciliation of GAAP net income attributable to BPYU to FFO has been provided. The Company’s non-GAAP financial measure does not represent cash flow from operating activities in accordance with GAAP and should not be considered as an alternative to GAAP net income (loss) attributable to BPYU and is not necessarily indicative of cash flow. In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company's proportionate share) as the Company believes that given the significance of the Company's operations that are owned through investments accounted for by the equity method of accounting, the detail of the operations of the Company's unconsolidated properties provides important insights into the income and FFO produced by such investments.

The following table reconciles GAAP net income attributable to BPYU to FFO for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net loss Attributable to BPYU	$	(170,620)	$	(33,423)	$	(461,497)	$	(228,988)
Provision for impairment excluded from FFO - Consolidated Properties	—		38,941		71,455		223,287
Provision for impairment excluded from FFO - Unconsolidated Properties	2,470		—		45,145		—
Unconsolidated Real Estate Affiliates - gain on investment	—		—		—		(104,354)
Gain on sales of investment properties	(1,824)		(5,093)		(8,474)		(10,640)
Above and below market ground rent	939		—		3,444		—
Preferred stock dividends	(3,984)		(3,984)		(11,952)		(11,952)
Loss (gain) from changes in control of investment properties and other	—		(39,712)		15,433		(39,712)
Depreciation and amortization of capitalized real estate costs - Consolidated Properties	160,379		115,490		471,106		343,054
Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties	114,527		131,987		344,720		406,818
Allocation of noncontrolling interests (1)	(27,671)		(24,177)		(93,019)		(98,425)
FFO	$	74,216	$	180,029	$	376,361	$	479,088

(1)    Noncontrolling interest holders' share of adjustments including depreciation, impairment, gain (loss) from changes in control of investment properties and other, Unconsolidated Real Estate Affiliates - gain on investment and gain on sales of investment properties.

Forward-Looking Statements

Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements that do not relate to historical or current facts or matters are forward-looking statements. When used, the words "may," "will," "seek," "expects," "anticipates," "believes," "targets," "intends," "should," "estimates," "could," "continue," "assume," "projects," "plans," or similar expressions,

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are intended to identify forward-looking statements. Although we believe the expectations reflected in any forward-looking statement are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors, including the recent novel coronavirus outbreak. Our future results may be impacted by risks associated with the global economic shutdown and the related global reduction in commerce and travel and substantial volatility in stock markets worldwide, which may result in a decrease of cash flows and impairment losses on our investments and real estate properties, and we may be unable to achieve our expected returns. Accordingly, investors should use caution in relying on forward-looking statements.

Some of the other risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to:

•the market price of BPY units and the combined business performance of BPY as a whole;

•general volatility of conditions affecting the retail sector;

•our inability to acquire and maintain tenants or to lease space on terms favorable to us;

•risks related to the bankruptcy or store closures of national tenants with chains of stores in many of our properties;

•our inability to sell real estate quickly;

•risks related to perceptions by retailers and shoppers of the convenience and attractiveness of our retail properties;

•risks related to the development, expansion and acquisitions of properties;

•risks related to competition in our business;

•risks related to natural disasters, pandemics/epidemics or terrorist attacks;

•risks related to cyber and data security breaches or information technology failures;

•environmental uncertainties and related costs, including costs resulting from uninsured potential losses;

•general risks related to inflation or deflation;

•risks relating to impairment charges for our real estate assets;

•risks related to conflicts of interest with BPY and our status as a "controlled company" within the meaning of the rules of Nasdaq;

•our dependence on our subsidiaries for cash;

•risks related to our joint venture partners, including risks related to conflicts of interests, potential bankruptcies, tax-related obligations and financial support relating to such joint venture partners;

•our inability to maintain status as a REIT, and possible adverse changes to tax laws;

•risks related to our indebtedness and debt restrictions and covenants;

•our inability to refinance, extend, restructure or repay near and indeterminate debt;

•our inability to raise capital through financing activities or asset sales; and

•risks related to the structure and trading of Class A Shares.

We discuss these and other risks and uncertainties in our Annual Report and our quarterly periodic reports filed with the Securities and Exchange Commission. The Company may update that discussion in its periodic reports, but otherwise takes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

ITEM 3        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In July 2017, the Financial Conduct Authority ("FCA") announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to USD-LIBOR. The Company is not able to predict when LIBOR will cease to be published or precisely how SOFR will be calculated and published. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include interest amounts on our variable rate debt and the swap rate for our interest rate swaps as discussed in Note 6 - Mortgages, Notes and Loans Payable. In the event that LIBOR is discontinued, the interest rates will be based on a fallback reference rate specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect the Company’s ability to borrow or maintain already outstanding borrowings or swaps, but the alternative reference rate could be higher and more volatile than LIBOR.

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Certain risks arise in connection with transitioning contracts to an alternative reference rate, including any resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require substantial negotiation with each respective counterparty.

If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact is likely to vary by contract. If LIBOR is discontinued or if the method of calculating LIBOR changes from its current form, interest rates on our current or future indebtedness may be adversely affected.

While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.

ITEM 4        CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the persons performing the functions of principal executive and principal financial officers for us pursuant to the Master Services Agreement, dated August 27, 2018, among us, BAM and other parties thereto (the "Master Services Agreement"), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act). Based on that evaluation, the persons performing the functions of principal executive and principal financial officers for us pursuant to the Master Services Agreement have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 pandemic on our internal controls to minimize the impact on their design and operating effectiveness.

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PART II    OTHER INFORMATION

ITEM 1        LEGAL PROCEEDINGS

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

The Company is subject to litigation related to the BPY Transaction. The Company cannot predict the outcome of pending litigation, nor can it predict the amount of time and expense that it will be required to resolve such litigation.

ITEM 1A    RISK FACTORS

The following risk factors supplement the risk factors described under Part I, Item 1A. "Risk Factors" in our Annual Report, and should be read in conjunction with the other risk factors presented in the Annual Report.

In the near term, we expect to be impacted by the ongoing and developing COVID-19 pandemic, which has interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial markets, resulting in a general decline in equity prices and lower interest rates; impacted social conditions; and adversely impacted local, regional, national and international economic conditions, as well as the labor markets.

Public Health Risk

Our business could be materially adversely affected by the effects of the COVID-19 pandemic and the future outbreak of other highly infectious or contagious diseases. As a result of the rapid spread of COVID-19, many companies and various governments have imposed restrictions on business activity and travel which may continue and could expand. Business has slowed around the globe including in our retail business, and there can be no assurance that strategies to address potential disruptions in operations will mitigate the adverse impacts related to the outbreak. Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of this coronavirus outbreak, including any responses to it, will be on the global economy, our company and our business or for how long disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and cannot be predicted, including new information which may emerge concerning the severity of this coronavirus and actions taken to contain the COVID-19 or its impact, among others. Such developments, depending on their nature, duration, and intensity, could have a material adverse effect on our business, financial position, results of operations or cash flows.

We operate in industries or geographies impacted by COVID-19. Many of these are facing financial and operational hardships due to COVID-19 and responses to it. Adverse impacts on our business may include:

•a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;

•a slowdown in business activity may severely impact our tenants' businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to fund their business operations, meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;

•an increase in re-leasing timelines, potential delays in lease-up of vacant space and the market rates at which such lease will be executed;

•reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending; and

•expected completion dates for our development and redevelopment projects may be subject to delay as a result of local economic conditions that may continue to be disrupted as a result of the COVID-19 pandemic.

If these and potential other disruptions caused by COVID-19 continue, our business could be materially adversely affected.

Credit Risk

The recent global economic shutdown has increased the risk in the near-term of our tenants’ ability to fulfill lease commitments, which has been materially impacted by retail store closures, quarantines and stay-at-home orders. Many of our tenants could declare bankruptcy or become insolvent and cease business operations as a result of prolonged mitigation efforts.

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Lease Roll-over Risk

Lease roll-over risk arises from the possibility that we may experience difficulty renewing leases as they expire or in re-leasing space vacated by tenants upon early lease expiry. Due to the shutdown, we may experience an increase in re-leasing timelines, potential delays in lease-up of vacant space and the market rates at which such leases will be executed could be impacted.

Economic Risk

Real estate is relatively illiquid and may be even more illiquid in the context of an economic downturn that may result from the global economic shutdown. Such illiquidity may limit our ability to vary our portfolio promptly in response to changing economic or investment conditions. Also, financial difficulties of other property owners resulting in distressed sales could depress real estate values in the markets in which we operate.

Interest Rate and Financing Risk

We have an on-going need to access debt markets to refinance maturing debt as it comes due. There is a risk that lenders will not refinance such maturing debt on terms and conditions acceptable to us or on any terms at all. This risk may be increased as a result of disrupted market conditions resulting from the shutdown. Our strategy to stagger the maturities of our mortgage portfolio attempts to mitigate our exposure to excessive amounts of debt maturing in any one year and to maintain relationships with a large number of lenders to limit exposure to any one counterparty.

ITEM 2        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 1 - July 31, 2020	$	—	$	—	$	—	(1)
August 1 - August 31, 2020	—		—		—		(2)
September 1 - September 30, 2020	2,606,289		11.4600		2,606,289		(2)
Total	$	2,606,289	$	—	$	2,606,289	(3)

(1)On August 1, 2019, the Company’s Board of Directors authorized the repurchase of the greater of (i) 5% of the Company’s Class A Stock that are issued or outstanding or (ii) 10% of its public float of Class A Stock over the next 12 months from time to time as market conditions warrant.

(2)On August 5, 2020, the Company’s Board of Directors authorized the repurchase of the greater of (i) 5% of the Company’s Class A Stock that are issued or outstanding or (ii) 10% of its public float of Class A Stock over the next 12 months from time to time as market conditions warrant.

(3)As of August 5, 2020, the number of shares of Class A Stock comprising 10% of the Company's public float was greater than 5% of the Company's issued and outstanding Class A Stock, and was equal to 5,219,854 shares of Class A Stock. As of September 30, 2020, 2,613,565 shares of Class A Stock were available for repurchase under the Company's stock repurchase plan.

Class B-1 Stock Issuances

In the third quarter 2020, BPYU issued 19,367,288 shares of Class B-1 Stock to BPR FIN I Subco LLC, a related party, due to total contributions of $414.3 million, equal to $21.39 per share. These Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM 3        DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4         MINE SAFETY DISCLOSURES

Not applicable.

66

ITEM 5        OTHER INFORMATION

None.

67

ITEM 6         EXHIBITS

		Incorporated by Reference Herein
Exhibit Number	Description	Form	Exhibit	Filing Date	File No.
10.1	First Amendment to the Credit Agreement, dated as of July 29, 2020, by and among Brookfield Retail Holdings VII Sub 3 LLC, a Delaware limited liability company, Brookfield Property REIT Inc., a Delaware corporation (f/k/a GGP Inc.), BPR Nimbus LLC, a Delaware limited liability company (f/k/a GGP Nimbus, LLC), BPR Cumulus LLC, a Delaware limited liability company (f/k/a GGP Limited Partnership LLC), BPR OP, LP (f/k/a GGP Operating Partnership, LP), a Delaware limited partnership, GGSI Sellco, LLC, a Delaware limited liability company, GGPLP Real Estate 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company, GGPLPLLC 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company, GGPLP 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company and GGPLP L.L.C., a Delaware limited liability company, the Lenders party hereto, and Wells Fargo Bank, National Association, in its capacities as administrative agent and collateral agent for the Lenders.	8-K	10.1	7/29/2020	001-34948
31.1*	Certification of Brian W. Kingston, Chief Executive Officer, Brookfield Property Group LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Bryan K. Davis, Chief Financial Officer, Brookfield Property Group LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Brian W. Kingston, Chief Executive Officer, Brookfield Property Group LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Bryan K. Davis, Chief Financial Officer, Brookfield Property Group LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).

*Filed herewith.

**    Furnished herewith.

68

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookfield Property REIT Inc.
Date: November 9, 2020	By:	/s/ Michelle Campbell
		Michelle Campbell
		Secretary
Date: November 9, 2020	By:	/s/ Bryan K. Davis
		Bryan K. Davis
		Chief Financial Officer*
		Brookfield Property Group LLC

*     Mr. Davis performs the functions of chief financial officer for Brookfield Property REIT Inc. (the "Company") pursuant to a Master Services Agreement, dated August 27, 2018, among Brookfield Asset Management Inc., the Company and certain other parties thereto.

69

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Brian W. Kingston, certify that:

1. I have reviewed this report on Form 10-Q of Brookfield Property REIT Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2020	/s/ Brian W. Kingston
	Brian W. Kingston
	Chief Executive Officer
	Brookfield Property Group LLC *

* Mr. Kingston performs the functions of chief executive officer for Brookfield Property REIT Inc. (the “Company”) pursuant to a Master Services Agreement, dated August 27, 2018, among Brookfield Asset Management Inc., the Company and certain other parties thereto.

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Bryan K. Davis, certify that:

1. I have reviewed this report on Form 10-Q of Brookfield Property REIT Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2020	/s/ Bryan K. Davis
	Bryan K. Davis
	Chief Financial Officer
	Brookfield Property Group LLC *

* Mr. Davis performs the functions of chief financial officer for Brookfield Property REIT Inc. (the “Company”) pursuant to a Master Services Agreement, dated August 27, 2018, among Brookfield Asset Management Inc., the Company and certain other parties thereto.

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, who performs the functions of chief executive officer for Brookfield Property REIT Inc. (the “Company”) pursuant to a Master Services Agreement, dated August 27, 2018, among Brookfield Asset Management Inc., the Company and certain other parties thereto, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brian W. Kingston

Brian W. Kingston

Chief Executive Officer, Brookfield Property Group LLC

November 9, 2020

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, who performs the functions of chief financial officer for Brookfield Property REIT Inc. (the “Company”) pursuant to a Master Services Agreement, dated August 27, 2018, among Brookfield Asset Management Inc., the Company and certain other parties thereto, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bryan K. Davis

Bryan K. Davis

Chief Financial Officer, Brookfield Property Group LLC

November 9, 2020

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2020	Nov. 04, 2020
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	1-34948
Entity Registrant Name	Brookfield Property REIT Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2963337
Entity Address, Address Line One	250 Vesey Street, 15th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10281-1023
City Area Code	212
Local Phone Number	417-7000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		39,129,457
Entity Central Index Key	0001496048
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Nasdaq Global Select Market | Class A Stock, par value $.01 per share
Entity Information [Line Items]
Title of 12(b) Security	Class A Stock, par value $.01 per share
Trading Symbol	BPYU
Security Exchange Name	NASDAQ
Nasdaq Global Select Market | 6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share
Entity Information [Line Items]
Title of 12(b) Security	6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share
Trading Symbol	BPYUP

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Investment in real estate:
Land	$ 3,719,749	$ 3,659,595
Buildings and equipment	14,225,715	14,020,589
Less accumulated depreciation	(2,917,298)	(2,569,911)
Construction in progress	235,186	160,443
Net property and equipment	15,263,352	15,270,716
Investment in Unconsolidated Real Estate Affiliates	4,461,997	4,634,292
Net investment in real estate	19,725,349	19,905,008
Cash and cash equivalents	173,341	197,829
Accounts receivable, net	563,612
Accounts receivable, net		234,928
Notes receivable	44,572	76,310
Deferred expenses, net	166,956	188,591
Prepaid expenses and other assets (see Notes 7 and 14)	757,832	745,060
Deferred tax assets, net	620,058	625,660
Total assets	22,051,720	21,973,386
Liabilities:
Mortgages, notes and loans payable (including related party debt - see Note 6)	16,330,129	15,902,894
Investment in Unconsolidated Real Estate Affiliates	131,201	125,565
Accounts payable and accrued expenses (see Notes 7 and 15)	1,025,044	1,027,130
Dividend payable	454	21
Junior subordinated notes	206,200	206,200
Total liabilities	17,693,028	17,261,810
Redeemable Class A equity interests	890,464	1,354,234
Redeemable noncontrolling interests	61,670	62,235
Total redeemable interests	952,134	1,416,469
Equity:
Class B Stock	5,206	4,937
Class C Stock: 1,000,000,000 shares authorized, $0.01 par value, 640,051,301 issued and outstanding as of September 30, 2020 and December 31, 2019	6,401	6,401
Preferred Stock: 500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019	242,042	242,042
Additional paid-in capital	7,245,170	6,670,844
Accumulated deficit	(5,426,952)	(5,076,455)
Accumulated other comprehensive loss	(102,599)	(85,402)
Total stockholders' equity	1,969,268	1,762,367
Noncontrolling interests in Consolidated Real Estate Affiliates	14,062	26,210
Noncontrolling interests of the Operating Partnership	1,423,228	1,506,530
Total equity	3,406,558	3,295,107
Total liabilities, redeemable interests and equity	$ 22,051,720	$ 21,973,386

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019	Mar. 28, 2018
Common Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01
Preferred Stock, Shares Authorized	500,000,000	500,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Issued	10,000,000	10,000,000
Preferred Stock, Shares Outstanding	10,000,000	10,000,000
Common Class B
Common Stock, Shares Authorized	5,907,500,000	5,907,500,000
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	520,528,095	520,528,095
Common Stock, Shares, Outstanding	493,665,297	493,665,297
Common Class C
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	640,051,301	640,051,301
Common Stock, Shares, Outstanding	640,051,301	640,051,301

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues:
Lease Income	$ 326,707,000	$ 317,469,000	$ 1,019,609,000	$ 954,728,000
Management fees and other corporate revenues	28,923,000	44,206,000	90,826,000	123,444,000
Other	11,353,000	13,450,000	34,643,000	34,368,000
Total revenues	366,983,000	375,125,000	1,145,078,000	1,112,540,000
Operating Expenses:
Real estate taxes	51,054,000	43,726,000	147,517,000	126,955,000
Property maintenance costs	6,640,000	6,297,000	22,200,000	22,693,000
Marketing	1,197,000	965,000	3,602,000	2,790,000
Other property operating costs	51,471,000	45,271,000	138,554,000	129,768,000
Property Management and Other Costs	62,836,000	59,042,000	181,335,000	174,339,000
General and administrative	5,753,000	4,929,000	15,645,000	15,661,000
Business Combination, Acquisition Related Costs	0	0	0	9,179,000
Depreciation and amortization	165,200,000	120,249,000	485,442,000	357,429,000
Total operating expenses	344,151,000	319,273,000	1,065,750,000	1,061,956,000
Interest and dividend income	1,969,000	12,138,000	5,828,000	23,451,000
Interest expense	(164,443,000)	(180,755,000)	(507,209,000)	(494,306,000)
Loss before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests	(139,642,000)	(100,595,000)	(423,166,000)	(408,101,000)
Benefit from (provision for) income taxes	(5,808,000)	14,021,000	(4,596,000)	6,068,000
Equity in income (loss) of Unconsolidated Real Estate Affiliates	(44,155,000)	16,145,000	(105,424,000)	434,000
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net	(645,000)	33,640,000	10,882,000	137,994,000
Net loss	(190,250,000)	(36,789,000)	(522,304,000)	(263,605,000)
Allocation to noncontrolling interests	19,630,000	3,366,000	60,807,000	34,617,000
Net loss attributable to Brookfield Property REIT Inc.	$ (170,620,000)	$ (33,423,000)	$ (461,497,000)	$ (228,988,000)
Common Stock Earnings Per Share (See Note 10):
Basic & diluted earnings per share class A stock (in dollars per share)	$ 0.3325	$ 0.3300	$ 0.9975	$ 0.9900
Comprehensive Income (Loss), Net:
Net loss	$ (190,250,000)	$ (36,789,000)	$ (522,304,000)	$ (263,605,000)
Other comprehensive loss
Foreign currency translation	(964,000)	(5,472,000)	(18,958,000)	(4,745,000)
Net unrealized losses on other financial instruments	(15,000)	(72,000)	39,000	(120,000)
Other comprehensive loss	(979,000)	(5,544,000)	(18,919,000)	(4,865,000)
Comprehensive (loss) income	(191,229,000)	(42,333,000)	(541,223,000)	(268,470,000)
Comprehensive loss (income) allocated to noncontrolling interests	19,726,000	3,366,000	62,529,000	34,617,000
Comprehensive (loss) income attributable to Brookfield Property REIT Inc.	(171,503,000)	(38,967,000)	(478,694,000)	(233,853,000)
Provision for impairment	0	38,794,000	71,455,000	223,142,000
Gain (Loss) on Extinguishment of Debt	0	(27,542,000)	14,320,000	(27,542,000)
change in control of investment properties	$ 0	$ 39,712,000	$ (15,433,000)	$ 39,712,000

XML

CONSOLIDATED STATEMENTS OF EQUITY - USD ($)	Total	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Accumulated  Other Comprehensive Loss	Noncontrolling Interest [Member]	Common Class A	Common Class A Retained Earnings	Common Class B	Common Class B Common Stock	Common Class B Additional Paid-in Capital	Common Class B Retained Earnings	Common Class C Common Stock	Redeemable Common Class A	Redeemable Common Class A Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redeemable Class A equity interests	$ 73,696,000
Beginning balance at Dec. 31, 2018	2,775,422,000	$ 242,042,000	$ 5,772,824,000	$ (4,721,335,000)	$ (82,653,000)	$ 1,553,596,000				$ 4,547,000			$ 6,401,000		$ 2,305,895,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjust Mezzanine Equity to Fair Value	3,358,000
Beginning balance at Dec. 31, 2018	2,775,422,000	242,042,000	5,772,824,000	(4,721,335,000)	(82,653,000)	1,553,596,000				4,547,000			6,401,000		2,305,895,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(354,940,000)			(315,935,000)		(39,005,000)									86,947,000
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(76,241,000)					(76,241,000)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates	1,188,000					1,188,000
Restricted stock grants, net	0														7,288,000
Cash dividends reinvested (DRIP) in stock	(212,000)			(941,000)		729,000
Other comprehensive income (loss)	(4,865,000)				(4,865,000)
Cash distributions on Preferred Stock ($1.1952 per share)	(11,952,000)			(11,952,000)
Buyback of stock							$ 5,283,000	$ (5,283,000)	$ 224,524,000	105,000	$ 158,517,000	$ 65,902,000			120,210,000
Conversion of shares	798,063,000		725,201,000	72,522,000						340,000					(798,063,000)
Dividends, Stock	(651,098,000)			(651,098,000)											(86,947,000)
Ending balance at Sep. 30, 2019	2,257,201,000	242,042,000	6,339,508,000	(5,686,823,000)	(87,518,000)	1,438,809,000				4,782,000			6,401,000		1,394,910,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock or Unit Option Plan Expense	653,000			653,000
Redeemable Class A equity interests	62,119,000
Adjust Mezzanine Equity to Fair Value	103,000
Ending balance at Jun. 30, 2019	2,060,136,000	242,042,000	6,087,409,000	(5,652,263,000)	(81,974,000)	1,453,857,000				4,664,000			6,401,000		1,674,301,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redeemable Class A equity interests	62,222,000
Net income (loss)	(61,035,000)			(56,318,000)		(4,717,000)									22,900,000
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(14,538,000)					(14,538,000)
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates	4,392,000					4,392,000
Restricted stock grants, net	0														1,990,000
Cash dividends reinvested (DRIP) in stock	167,000			(18,000)		185,000
Other comprehensive income (loss)	(5,544,000)				(5,544,000)
Cash distributions on Preferred Stock ($1.1952 per share)	(3,984,000)			(3,984,000)
Adjust Mezzanine Equity to Fair Value	42,000
Buyback of stock							2,008,000	(2,008,000)							5,668,000
Conversion of shares	275,710,000		252,099,000	23,493,000						118,000					(275,713,000)
Dividends, Stock															(22,900,000)
Ending balance at Sep. 30, 2019	2,257,201,000	242,042,000	6,339,508,000	(5,686,823,000)	(87,518,000)	1,438,809,000				4,782,000			6,401,000		1,394,910,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock or Unit Option Plan Expense	223,000			223,000
Redeemable Class A equity interests	62,264,000
Liabilities and Equity	21,973,386,000
Additional paid-in capital	6,670,844,000
Accumulated deficit	(5,076,455,000)
Accumulated other comprehensive loss	(85,402,000)
Stockholders' Equity Attributable to Parent	1,762,367,000
Noncontrolling interests in Consolidated Real Estate Affiliates	26,210,000
Noncontrolling interests of the Operating Partnership	1,506,530,000
Beginning balance at Dec. 31, 2019	3,295,107,000	242,042,000	6,670,844,000	(5,076,455,000)	(85,402,000)	1,532,740,000				4,937,000			6,401,000		1,354,234,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(579,912,000)			(516,388,000)		(63,524,000)								$ 54,891,000
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates	(336,000)					(336,000)
Restricted stock grants, net	0		0												5,808,000
Cash dividends reinvested (DRIP) in stock	27,719,000			(2,149,000)		29,868,000
Other comprehensive income (loss)	(18,919,000)				(17,197,000)	(1,722,000)
Dividends on classes of stock	0														(54,891,000)
Stock Issued									414,267,000	194,000	414,073,000
Cash distributions on Preferred Stock ($1.1952 per share)	(11,953,000)			(11,953,000)
Buyback of stock							92,822,000	92,822,000							226,431,000
Conversion of shares	243,147,000		160,253,000	82,819,000						75,000					(243,147,000)
Ending balance at Sep. 30, 2020	3,406,558,000	242,042,000	7,245,170,000	(5,426,952,000)	(102,599,000)	1,437,290,000				5,206,000			6,401,000		890,464,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock or Unit Option Plan Expense	54,000			54,000
Beginning balance at Jun. 30, 2020	3,037,318,000	242,042,000	6,788,182,000	(5,361,146,000)	(101,715,000)	1,458,562,000				4,992,000			6,401,000		1,172,745,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(206,487,000)			(185,956,000)		(20,531,000)								$ 15,336,000
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	0
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates	(204,000)					(204,000)
Restricted stock grants, net	0														2,231,000
Cash dividends reinvested (DRIP) in stock	171,000			(270,000)		441,000
Other comprehensive income (loss)	(980,000)				(884,000)	(96,000)
Dividends on classes of stock	0														(15,336,000)
Stock Issued									$ 414,267,000	194,000	$ 414,073,000
Cash distributions on Preferred Stock ($1.1952 per share)	(3,984,000)			(3,984,000)
Adjust Mezzanine Equity to Fair Value	(167,000)
Buyback of stock							$ 90,740,000	$ 90,740,000							208,476,000
Conversion of shares	76,036,000		42,915,000	33,101,000						20,000					(76,036,000)
Ending balance at Sep. 30, 2020	3,406,558,000	$ 242,042,000	$ 7,245,170,000	(5,426,952,000)	$ (102,599,000)	$ 1,437,290,000				$ 5,206,000			$ 6,401,000		$ 890,464,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock or Unit Option Plan Expense	23,000			$ 23,000
Liabilities and Equity	22,051,720,000
Additional paid-in capital	7,245,170,000
Redeemable Class A equity interests	61,670,000
Accumulated deficit	(5,426,952,000)
Accumulated other comprehensive loss	(102,599,000)
Stockholders' Equity Attributable to Parent	1,969,268,000
Noncontrolling interests in Consolidated Real Estate Affiliates	14,062,000
Noncontrolling interests of the Operating Partnership	$ 1,423,228,000

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Preferred Stock, Dividends, Per Share, Cash Paid	$ 0.3984	$ 0.3984	$ 0.7968	$ 0.7968
Common Class A
Cash dividends on common stock (in dollars per share)	$ 0.3300		$ 0.6650
Restricted stock grants, net (in shares)	(8,427)	10,948	806,275	14,214
Common Class B
Cash dividends on common stock (in dollars per share)	$ 0.3300		$ 0.6650
Common Class B-1
Conversion of common stock (in shares)	630,686		7,957,603

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash Flows (used in) provided by Operating Activities:
Net income	$ (522,304,000)	$ (263,605,000)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Equity in (income) loss of Unconsolidated Real Estate Affiliates	105,424,000	(434,000)
Distributions received from Unconsolidated Real Estate Affiliates	35,703,000	79,267,000
Provision for doubtful accounts	56,475,000	8,244,000
Depreciation and amortization	485,442,000	357,429,000
Amortization/write-off of deferred finance costs	25,240,000	21,644,000
Accretion/write-off of debt market rate adjustments	(1,110,000)	(1,255,000)
Amortization of intangibles other than in-place leases	(3,261,000)	(2,480,000)
Amortization of right-of-use assets	7,681,000	3,934,000
Straight-line rent amortization	(5,943,000)	(5,633,000)
Deferred income taxes	5,601,000	(10,810,000)
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net	(10,882,000)	(137,994,000)
Gain (loss) from changes in control of investment properties and other, net	15,433,000	(39,712,000)
Provision for impairment	71,455,000	223,142,000
(Gain) loss on extinguishment of debt	(14,320,000)	27,542,000
Net changes:
Accounts and notes receivable, net	(364,587,000)	45,614,000
Prepaid expenses and other assets (see Notes 7 and 14)	(27,640,000)	(4,137,000)
Deferred expenses, net	(2,055,000)	(13,012,000)
Accounts payable and accrued expenses (see Notes 7 and 15)	53,684,000	(39,910,000)
Other, net	(3,707,000)	4,359,000
Net cash (used in) provided by operating activities	(93,671,000)	252,193,000
Cash Flows (used in) Investing Activities:
Acquisition of real estate and property additions	0	(169,596,000)
Development of real estate and property improvements	(219,670,000)	(381,811,000)
Loans to affiliates	0	(330,000,000)
increase (decrease) in loans to joint venture partners	(2,168,000)	(97,548,000)
Proceeds from repayment of loans to affiliates	0	330,000,000
Proceeds from repayment of loans to joint venture and joint venture partners	0	18,020,000
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	84,450,000	173,774,000
Contributions to Unconsolidated Real Estate Affiliates	(75,226,000)	(208,277,000)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	29,684,000	269,465,000
Net cash (used in) investing activities	(182,930,000)	(395,973,000)
Cash Flows provided by Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable (including related party debt - see Note 6)	811,053,000	4,653,639,000
Principal payments on mortgages, notes and loans payable - (including related party debt - see Note 6)	(751,174,000)	(3,364,544,000)
Payment of deferred finance costs	(6,343,000)	(30,471,000)
Buyback of Class A Stock	(133,609,000)	(114,927,000)
Buyback of Combined Class B Stock	0	(224,524,000)
Series K preferred unit redemptions	(28,284,000)	(14,719,000)
Cash contributions from noncontrolling interests in consolidated real estate affiliates	31,688,000	0
Cash distributions to noncontrolling interests in consolidated real estate affiliates	0	(67,035,000)
Cash distributions paid to stockholders	(54,891,000)	(738,043,000)
Cash distributions paid to preferred stockholders	(11,953,000)	(11,952,000)
Cash distributions and redemptions paid to unit holders	(2,881,000)	(5,248,000)
Net cash provided by financing activities	267,872,000	82,176,000
Net change in cash, cash equivalents and restricted cash	(8,729,000)	(61,604,000)
Cash, cash equivalents and restricted cash at beginning of period	275,512,000	298,693,000
Supplemental Disclosure of Cash Flow Information:
Interest paid	475,778,000	484,479,000
Interest capitalized	5,417,000	13,412,000
Income taxes paid	7,064,000	5,994,000
Accrued capital expenditures included in accounts payable and accrued expenses	265,716,000	221,995,000
Cash paid for amounts included in the measurement of lease liabilities	6,947,000	6,406,000
Recognition of right-of-use asset	394,987,000	53,779,000
Lease liabilities arising from obtaining right-of-use lease asset	0	73,633,000
Straight-line building rent liability reclassed to right-of-use asset	0	3,817,000
Straight-line building rent liability reclassed to right-of-use asset	0	3,599,000
Payments to Acquire Notes Receivable	250,000,000
Coronado Center [Member]
Transferor's Interests in Transferred Financial Assets, Fair Value	0	53,100,000
Mall in Columbia [Member]
Transferor's Interests in Transferred Financial Assets, Fair Value	45,500,000	0
730 Fifth Owners, LLC [Member]
Payments to Acquire Notes Receivable	0
Common Class B
Cash Flows provided by Financing Activities:
Proceeds from Issuance of Common Stock	414,266,000	0
Proceeds from Issuance of Common Stock	$ 414,266,000	$ 0

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ORGANIZATION

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION

Readers of this Quarterly Report on Form 10-Q (this "Quarterly Report") should refer to the Company's (as defined below) audited consolidated financial statements for the year ended December 31, 2019 which are included in the Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2019 (Commission File No. 001-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Unless context otherwise requires, capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

General

Brookfield Property REIT Inc. (referred to herein as "BPYU" or the "Company"), formerly known as GGP Inc. ("GGP"), a Delaware corporation, was organized in July 2010 and is an externally managed real estate investment trust ("REIT").

On March 26, 2018, GGP and Brookfield Property Partners L.P. ("BPY") entered into an agreement and plan of merger (as amended by the amendment thereto dated June 25, 2018, the "Merger Agreement") pursuant to which BPY would acquire all of the shares of GGP common stock, par value $0.01 per share, that BPY and its affiliates did not already own through a series of transactions (collectively, the "BPY Transaction"), including, among other things, the exchange of all shares of GGP common stock owned by certain affiliates of BPY and any subsidiary of GGP for a newly authorized series of preferred stock of GGP designated Series B Preferred Stock (the "Class B Exchange") and the payment of a special dividend payable to certain holders of record of GGP common stock pursuant to the terms of the Merger Agreement (the "Pre-Closing Dividend").

BPYU is an indirect subsidiary of BPY, one of the world's largest commercial real estate companies. In these notes, the terms "we," "us" and "our" refer to BPYU and its subsidiaries. BPYU, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of September 30, 2020, we were the owner, either entirely or with joint venture partners, of 122 retail properties in the United States.

Substantially all of our business is conducted through BPR OP, LP ("BPROP"), which we sometimes refer to herein as the Operating Partnership, and its subsidiaries. As of September 30, 2020, BPYU held approximately 99% of the common equity of BPROP, while the remaining 1% was held by limited partners and certain previous contributors of properties to BPROP.

In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through BPR REIT Services LLC ("BPRRS"), Brookfield Properties Retail Inc. ("BPRI") and General Growth Management, Inc. ("GGMI"). Each of GGMI and BPRI is a taxable REIT subsidiary ("TRS"), which earn real estate management, leasing, development, and financing fees for other ancillary services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties (defined below). BPRI also serves as a contractor to GGMI for these services. BPRRS generally provides financial, accounting, tax, legal, development, and other services to our Consolidated Properties.

We refer to our ownership interests in properties in which we own a majority or controlling interest and are consolidated under accounting principles generally accepted in the United States of America ("GAAP") as the "Consolidated Properties." We also own interests in certain properties through joint venture entities in which we own a noncontrolling interest ("Unconsolidated Real Estate Affiliates") and we refer to those properties as the "Unconsolidated Properties".

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of BPYU, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of BPROP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. The Operating Partnership and each of our consolidated joint ventures are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnership and our consolidated joint ventures, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities.

We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use property operations in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue or combined assets. When assessing segment operating performance, certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization are excluded from property operations, which are a result of GGP's emergence from bankruptcy, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment.

Acquisitions of Operating Properties (Note 3)

The fair values of tangible assets are determined on an "if vacant" basis. The "if vacant" fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the "if vacant" value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value.

The estimated fair value of in-place tenant leases includes lease origination costs (costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance, and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of the acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant.

Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably certain. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term.

The gross asset balances and accumulated amortization of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.

	Gross Asset		Accumulated Amortization		Net Carrying Amount
As of September 30, 2020
Tenant leases:
In-place value	$	314,921	$	(99,142)	$	215,779
As of December 31, 2019
Tenant leases:
In-place value	$	311,838	$	(72,658)	$	239,180

The above-market tenant leases are included in prepaid expenses and other assets (Note 14); the below-market tenant leases are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our income from continuing operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Amortization/accretion effect on continuing operations	$	(16,079)	$	(8,665)	$	(61,235)	$	(18,446)

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2020 Remaining	$	14,771
2021	42,449
2022	31,641
2023	24,163
2024	19,974

Revenue Recognition and Related Matters

Accounting for real estate sales distinguishes between sales to a customer or non-customer for purposes of revenue recognition. Once we, as the seller, determine that we have a contract, we will identify each distinct non-financial asset promised to the counter-party and whether the counter-party obtains control and transfers risks and rewards of ownership of each non-financial asset to determine if we should derecognize the asset.

Leases

We have entered into lease arrangements for the land and buildings at certain properties, as well as for the use of office space in Chicago, Illinois. We account for leases under Accounting Standards Update ("ASU") 2016-02, Leases ("ASC 842", "Topic 842", or "the new leasing standard").

The new leasing standard requires lessees to record a right-of-use ("ROU") asset and a related lease liability for the rights and obligations associated with all lessee leases. Accounting Standards Codification ("ASC") 842 also modified the lease classification criteria through the elimination of "bright-line" tests, the removal of historical real estate specific lease provisions, and changes to lessor accounting to align with the new revenue recognition standard ASC 606, Revenue from Contracts with Customers.

We elected to use the following additional practical expedients permitted by the new leasing standard:

•The short-term lease election that allows a lessee not to apply the balance sheet recognition requirements to leases with a term of 12 months or less; lease payments associated with these leases are recognized on a straight-line basis as an expense over the lease term and are not material.

•The practical expedient which allows a lessee to not separate lease and non-lease components. We have elected to apply this election to all classes of underlying assets.

Lessee arrangements

To account for leases for which we are the lessee under the new leasing standard, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. Differences in lease classification will affect only the pattern and classification of expense recognition in our Consolidated Statements of Operations and Comprehensive Income (Loss).

The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The lease liability balance is subsequently amortized using the effective interest method. The incremental borrowing rate is determined using an approach based on the rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. We utilized a market-based approach to estimate the Incremental Borrowing Rate ("IBR") for each individual lease. The approach required significant judgment. Therefore, we utilized different data sets to estimate base IBRs via an analysis of (i) yields on outstanding public debt of BPYU, as well as comparable companies, (ii) observable mortgage rates, and (iii) unlevered property yields and discount rates. We then applied adjustments to account for considerations related to (i) term and (ii) security that may not be fully incorporated by the aforementioned data sets. Based on individual characteristics of each lease, we selected an IBR taking into consideration how each data approach and adjustments thereto incorporate term, currency and security.

The lease term is the noncancelable period of the lease, and includes any renewal and termination options we are reasonably certain to exercise. The reasonably certain threshold is evaluated at lease commencement and is typically met if substantial economic incentives or termination penalties are identified.

Lease payments measured at the commencement date include fixed payments, in-substance fixed payments, variable lease payments dependent on a rate or index (using the index or rate in effect at lease commencement), any purchase option the lessee is reasonably certain to exercise, and payments of penalties for terminating the lease if the lease term reflects the lessee exercising the termination option. Fully variable lease payments without an in-substance fixed component are not included in the measurement of the lease liability and are recognized in the period in which the underlying contingency is resolved.

The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if our assessment of exercising an extension, termination or purchase option changes. Once remeasured, an adjustment is made to the ROU asset. However, if the carrying amount of the right-of-use asset is reduced to zero, any remaining amount of the remeasurement is recognized in earnings.

The ROU asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received.

Our current lessee lease portfolio is comprised primarily of operating leases. If we enter into a finance lease, the new leasing standard requires us to initially recognize and measure these leases using the same method as described above for operating leases. Subsequent to initial recognition, each lease payment would be allocated between interest expense and a reduction of the lease liability. This expense would be recognized over the lease term using the interest method to produce a constant periodic rate of interest on the remaining balance of the liability for each period and would be included in interest expense in our Consolidated Statements of Operations and Comprehensive Income (Loss). The ROU asset would be amortized on a straight-line basis over the lease term, with depreciation recorded in depreciation and amortization in our Consolidated Statements of Operations and Comprehensive Income (Loss).

The ROU assets in our operating leases are evaluated for impairment in a manner similar to our operating properties, as described below under "Impairment".

Lessor arrangements

At the inception of a new lease arrangement, including new leases that arise from amendments, we assess the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but we obtain a guarantee for the value of the asset from a third party, we classify the lease as a direct financing lease. All other leases are classified as operating leases. Control of the underlying asset is transferred to the lessee if any of the following criteria are met: (i) transfer of ownership to the lessee prior to or shortly after the end of the lease term, (ii) lessee has an option to purchase the underlying property that the lessee is reasonably certain to exercise, (iii) the lease term is for the major part of the underlying property’s remaining economic life, (iv) the present value of the sum of lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments is equal to or exceeds substantially all of the fair value of the leased property or (v) the underlying property is of such a specialized nature that it is expected to have no alternative use at the end of the lease term. As of September 30, 2020, we do not have any material sales-type or direct financing leases.

For operating leases with minimum scheduled rent increases, we recognize rental income on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments (and, if applicable, any amounts necessary to satisfy a residual value guarantee) is probable. Variable lease payments are recognized as rental income in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Variable lease payments include overage rent, which is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount, is recognized once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.

Our leases also contain provisions for tenants to reimburse us for real estate taxes and insurance, as well as for other property operating expenses, marketing costs, and utilities, which are considered to be non-lease components. These tenant reimbursements are most often established in the leases or in less frequent cases computed based upon a formula. We have elected the practical expedient to not separate non-lease components from the lease component for all classes of underlying assets and determined that the lease component is the predominant component in the contract; therefore, these recoveries are recognized in a manner similar to minimum rents and variable rents within rental revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Recognizing rental and related income on a straight-line basis results in a difference in the timing of revenue recognition from what is contractually due from tenants. Straight-line rents are recorded in accounts receivable, net in our Consolidated Balance Sheets. For leases where collectability of substantially all the lease payments is probable, we establish an allowance for doubtful accounts against the portion of accounts receivable, net, including straight-line rents, which is estimated to be uncollectible. Such estimates are based on our previous recovery experience and expectations of future lease concessions. Lease concessions are generally considered a lease modification and thus are recognized prospectively over the remaining lease term. However, the Company does include its estimate of potential lease concessions when establishing its general reserve, based on its best estimates of total lease concessions expected, recognizing the portion of the total concession that is deemed attributable to the current period through consideration of weighted average remaining lease terms. Changes in the general allowance are recognized in rental income on our Consolidated Statements of Operations and Comprehensive Income (Loss). If we determine that collectability of substantially all the lease payments is not probable, we record a current-period adjustment to rental income to amount of cash collected from the lessee. This adjustment effectively reduces cumulative income recognized since lease commencement from an accrual basis to cash basis. In addition, future revenue recognition is limited to amounts paid by the lessee. We will generally return to an accrual basis of accounting, if and when, all delinquent payments become current under the terms of the lease agreement and collectability of substantially all the remaining contractual lease payments is reasonably probable.

With respect to our consolidated properties, for the three and nine months ended September 30, 2020, we have recorded $36.9 million and $59.8 million, respectively, associated with potentially uncollectible revenues, which includes $2.4 million

and $7.4 million, respectively, for straight-line rent receivables. With respect to our Unconsolidated Real Estate Affiliates, for the three and nine months ended September 30, 2020, our Unconsolidated Real Estate Affiliates have recorded $47.4 million and $81.0 million, respectively, associated with potentially uncollectible revenues, which includes $3.0 million and $10.1 million, respectively, for straight-line rent receivables. Of these amounts for the three and nine months ended September 30, 2020, our share totaled $24.9 million and $40.1 million, respectively, which includes $1.5 million and $4.8 million, respectively, for straight-line rent receivables.

As of September 30, 2020, the Company, including consideration of our share of Unconsolidated Real Estate Affiliates, has collected approximately 65% of third quarter rents, and collections continue to increase subsequent to quarter end. While working to preserve our profitability and cash flow, we are also working with our tenants regarding requests for lease concessions and other forms of assistance, although we have not executed a significant number of agreements. While we anticipate that we may grant further rent concessions, such as the deferral or abatement of lease payments, such rent concession requests are evaluated on a case-by-case basis. Not all requests for rent relief will be granted as the Company does not intend to forgo its legally enforceable contractual rights that exist under its lease agreements.

Rental revenues also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the emergence from bankruptcy.

In leasing tenant space, we may provide funding to the lessee through a tenant allowance. To account for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the control and ownership of such improvements. If we are considered the owner of the leasehold improvements, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the leasehold improvements, the allowance is capitalized to deferred expenses and considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Deferred expenses

The new leasing standard defines initial direct costs as incremental costs of a lease that would not have been incurred if the lease had not been obtained. These initial direct costs (consisting primarily of leasing commissions paid to third parties) are recognized as deferred expenses on our Consolidated Balance Sheet and are amortized using the straight-line method over the life of the leases. Other leasing costs which do not meet the definition of initial direct costs (consisting primarily of internal legal and leasing overhead costs) are expensed as incurred and included in property management and other costs in our Consolidated Statements of Operations and Comprehensive Income (Loss).

Management Fees and Other Corporate Revenues

Management fees and other corporate revenues primarily represent real estate management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss). Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income (loss) of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income (Loss) and in property management and other costs in the Condensed Combined Statements of Income in Note 5. The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Management fees from affiliates	$	28,923	$	44,206	$	90,826	$	123,444
Management fee expense	(9,007)		(11,956)		(25,911)		(36,485)
Net management fees from affiliates	$	19,916	$	32,250	$	64,915	$	86,959

Management Fee Expense

Following the BPY Transaction, certain Brookfield Asset Management Inc. ("BAM")-owned entities provide certain management and administration services to BPYU. BPYU and its affiliates pay a management fee based on market capitalization and metrics defined by management. For the first twelve months following closing of the BPY Transaction, BAM agreed to waive management fees payable by BPYU. Amounts payable for the three and nine months ended September 30, 2020 were $4.6 million and $12.4 million, respectively.

Following the BPY Transaction, an affiliate of BAM is entitled to receive incentive distributions based on an amount by which quarterly distributions exceed specified target levels. There were no such amounts payable for the three and nine months ended September 30, 2020 and 2019.

Impairment

Operating Properties

We regularly review our Consolidated Properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy, debt maturities, changes in management's intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company's expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

Impairment charges are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition.

During the three months ended September 30, 2020, we recorded no impairment charges. During the nine months ended September 30, 2020, we recorded an impairment charge of $71.5 million on our Consolidated Statements of Operations and Comprehensive Income (Loss) related to a reduction in the probability-weighted holding period at one of the operating properties, where the Company is currently engaging in negotiations with the creditor to obtain potential lender concessions or other relief (see Note 5).

During the three months ended September 30, 2019, we recorded an impairment charge of $38.8 million on our Consolidated Statements of Operations and Comprehensive Income (Loss) related to one operating property where the carrying value exceeded the transfer price to our affiliate (Note 3). During the nine months ended September 30, 2019, we recorded a

$223.1 million impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss), $184.3 million of which related to one operating property as a result of a significant decrease in market leasing assumptions and $38.8 million of which related to the impairment charge on the operating property discussed above.

A significant judgment is made as to if and when impairment should be taken. The Company’s assessment of impairment as of September 30, 2020 was based on the most current information available to the Company. Based upon current market conditions, certain of the Company’s properties may have fair values less than their carrying amounts. However, based on the Company’s plans with respect to those properties, the Company believes that their carrying amounts are recoverable and therefore, under applicable GAAP guidance, no impairment charges were recognized. If the operating conditions mentioned above deteriorate or if the Company’s expected holding period for assets change, subsequent tests for impairment could result in impairment charges in the future.

Investment in Unconsolidated Real Estate Affiliates

A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we performed for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. Refer to Note 5 for more information.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility. Our credit risk exposure with regard to our cash and the $1.5 billion available under our credit facility is spread among a diversified group of investment grade financial institutions. We had $920.0 million and $715.0 million outstanding under our credit facility as of September 30, 2020 and December 31, 2019, respectively.

Severance and Other Employee Related Costs

In accordance with ASC 712, Nonretirement Postemployment Benefits, we recognize severance costs when it becomes probable that a payment will be made and the amount is estimable. During the three and nine months ended September 30, 2020, the Company recorded $12.0 million of severance costs included in accounts payable on our Consolidated Balances Sheets and property management costs on our Consolidated Statements of Operations and Comprehensive Income (Loss), related to a workforce reduction.

Recently Issued Accounting Pronouncements

Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic ("COVID-19" or "the global economic shutdown" or "the shutdown"), lessors may provide rent deferrals and other lease concessions to lessees. In April 2020, the Financial Accounting Standards Board ("FASB") staff issued a question and answer document (the "Lease Modification Q&A") focused on the application of lease accounting guidance to lease concessions provided as a result of the global economic shutdown. Under existing lease guidance, economic relief that is agreed to or negotiated outside of the original lease agreement is typically considered a lease modification, in which case both the lessee and lessor would be required to apply the respective modification frameworks. However, if the lessee was entitled to the economic relief because of either contractual or legal rights, the relief would be accounted for outside of the modification framework. Although the original lease modification guidance in ASC 842, Leases remain appropriate to address routine lease modifications, the Lease Modification Q&A established a different framework to account for certain lease concessions granted in response to the global economic shutdown. The Lease Modification Q&A allows the Company, if certain criteria have been met, to make an accounting policy election to account for COVID-19 related lease concessions as either a lease modification or a negative variable adjustment to rental revenue. Such election is required to be applied consistently to leases with similar characteristics and similar circumstances.

The Company has elected to apply such relief and will avail itself of the election to treat leases as lease modifications, thereby avoiding performing a lease by lease analysis for the lease concessions that were (1) granted as relief due to the shutdown and (2) result in the cash flows remaining substantially the same or less than the original contract. The adoption of this standard did not materially impact the Company's consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326: Measurement of Credit Losses on Financial Instruments), which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of this new guidance. The Company adopted this standard on January 1, 2020 which did not materially impact its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement. Public entities will be required to disclose the following: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. In addition, public entities will no longer be required to disclose the following: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels and (iii) the valuation processes for Level 3 fair value measurements. The new pronouncement also clarifies and modifies certain existing provisions, including eliminating "at a minimum" from the phrase "an entity shall disclose at a minimum" to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and clarifying that materiality is an appropriate consideration when evaluating disclosure requirements. The Company adopted this standard on January 1, 2020 which did not materially impact its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. This temporary guidance is effective as of March 12, 2020 through December 31, 2022 to ease potential burdens related to the accounting for, or recognizing the effects of, reference rate reform on financial reporting. The guidance provides optional expedients for applying existing GAAP to contract modifications and hedging relationships affected by the move of global capital markets away from interbank offered rates, most notably the London Interbank Offered Rate (LIBOR). The Company has not adopted any of the optional expedients or exceptions as of September 30, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to allocating the purchase price of real estate acquisitions, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

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ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY

On September 3, 2020, the Company transferred its right in the Sears Anchor Parcel at The Mall in Columbia to TMIC FS Anchor Parcel LLC, a subsidiary of Mall in Columbia JV LLC. In connection with the formation of the Mall in Columbia JV LLC joint venture, the Company agreed to use reasonable efforts to transfer its legal rights at an agreed upon value of $45.5 million.

On May 27, 2020, the Company completed a restructuring with respect to Water Tower Place with its joint venture partner for nominal consideration and assumption of the partner’s share of the debt, resulting in the Company obtaining control of the entity with a total ownership percentage for the Company of 93.93%. Accordingly, the Company recognized a loss of

$15.4 million included in loss from changes in control of investment properties on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

On March 11, 2020, BPR Nimbus LLC (an indirect subsidiary of the Company) purchased 690,427 shares of Series B Convertible Preferred Stock in Camp NYC, Inc. (par value $0.01 per share) at a price of approximately of $7.24 per share, for a $5.0 million total investment, resulting in a 5.5% ownership interest in Camp NYC, Inc. The investment is accounted for using the cost method (adjusted for impairment and observable price changes) as the Company has neither control nor significant influence over Camp NYC, Inc. and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On February 21, 2020, the Company completed the sale of eight outparcels for a gross sales price of $12.1 million, which resulted in a gain of $7.8 million included in Other Revenues on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020. All of the eight outparcels were located at consolidated entities.

On February 7, 2020, our joint venture partner at the SoNo Collection contributed $70.8 million in additional capital to the joint venture, resulting in a dilution of the Company’s ownership interest from 17.0% to 12.9%.

On January 14, 2020, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased 758,725 shares of Common Stock in Allied Esports Entertainment, Inc. (par value $0.01 per share) at a price of $6.59 per share, for a $5.0 million total investment. The investment was marked to fair value as of September 30, 2020, which resulted in a loss of $0.6 million and a loss of $4.0 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2020, respectively. This investment resulted in a 3.2% ownership interest in Allied Esports Entertainment, Inc. The investment is accounted for at fair value as the Company has neither control nor significant influence over Allied Esports Entertainment, Inc. and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On January 9, 2020, the Company completed the sale of its 27.0% interest in Aero OpCo LLC ("Aeropostale") for a gross sales price of $36.0 million, which resulted in a gain on the sale of $15.1 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

On January 9, 2020, the Company completed the sale of its 1.2% interest in Authentic Brands Group LLC ("ABG") for a gross sales price of $33.5 million, which resulted in a gain on the sale of $1.4 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

On September 13, 2019, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased 10,000,000 shares of Class A Units in PFC Associates LLC ("P.F. Chang's") (par value $0.01 per share) at a price of $1.00 per share, for a $10.0 million total investment, resulting in a 3.2% ownership interest in P.F. Chang's. P.F. Chang's is a tenant at certain properties for which we receive rental income included in rental revenues on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2019. The investment is accounted for using the cost method as the Company has neither control nor significant influence over P.F. Chang's and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On August 26, 2019, the Company purchased an additional ownership interest of 49.677% in 730 Fifth Owners, LLC from its joint venture partner resulting in the Company obtaining control of the entity with a total ownership percentage for the Company of 99.677%. The transaction was accounted for as an asset acquisition. The transaction consideration consisted of cash consideration of $153.0 million and satisfaction of notes receivable of $249.5 million from the joint venture partner. Because of the presence of non-cash consideration, the Company determined that the fair value of the net assets acquired was more readily determinable than the fair value of the consideration given, and determined that the aggregate fair value of the joint venture's equity was $808.0 million on the acquisition date, which was allocated to the Company's 99.677% ownership interest for $805.4 million and the joint venture partner's remaining 0.323% non-controlling interest for $2.6 million. Concurrent with this transaction, the joint venture partner repaid $54.7 million of interest on the notes receivable (including amounts that had been annually capitalized onto the outstanding principal balance). The Company recorded a gain on change in

control of investment properties of $39.7 million related to the Company's previously held 50% ownership interest. Immediately following this transaction, the Company sold a condominium interest in one unit of the property to an affiliate of the joint venture partner for a gross sales price of $12.6 million to an affiliate of the joint venture partner, and incurred fees of $0.4 million, which resulted in no gain or loss, as the fair value of the condominium interest in the consolidation transaction had been determined to be $12.2 million.

The table below summarizes the gain from changes in control of investment properties ($ in millions):

Fair value of Investment in Unconsolidated Real Estate Affiliates as of change in control	$	404.0
Less: carrying value of Investment in Unconsolidated Real Estate Affiliates	364.3
Gain from changes in control of investment properties and other, net	$	39.7

The following table summarizes the allocation of the purchase price to net assets acquired at the date of acquisition. The allocation were based on the relative fair value of the assets acquired and liabilities assumed ($ in millions):

Investment in real estate, including intangible assets and liabilities	$	1,560.5
Debt held by the joint venture	(720.0)
Net working capital	(32.5)
Net assets acquired	$	808.0

On August 19, 2019, the Company sold the SoNo Collection to a newly formed joint venture owned 80.5% by an affiliated fund (which is a related party of the Company) and 19.5% by the Company. The property was contributed to the joint venture at a value of $419.3 million based on project-specific cash costs. This excludes additional costs to complete the project by the joint venture. Prior to obtaining project-specific financing on August 9, 2019, the Company was required under GAAP to capitalize interest on general corporate financings into the cost basis of the project, which resulted in a $38.8 million impairment due to the difference between the project’s GAAP basis and the sale price based upon total project-specific cash costs. Following the transaction, the Company accounts for its non-controlling investment in the SoNo Collection under the equity method of accounting as the Company can exercise significant influence but not control over the joint venture.

On August 12, 2019, the Company completed the sale of the land in the former Sears Anchor Parcel at Columbia Mall for a gross sales price of $5.0 million, which resulted in a gain on the sale of $3.6 million included in other revenues on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2019.

On August 9, 2019, the Company completed the sale of 49.3% of its interest in Authentic Brands Group LLC ("ABG") for a gross sales price of $32.1 million, which resulted in a gain on the sale of $16.8 million included in Unconsolidated Real Estate Affiliates - Gain on Investment on the Consolidated Statements Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2019. The basis of the remaining 50.7% investment was marked to fair value of $32.1 million in conjunction with the sale transaction noted above, which resulted in an additional gain on sale of $16.8 million directly related to the step up basis in fair value. This gain is recorded in Unconsolidated Real Estate Affiliates - Gain on Investment on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2019. The investment will continue to be accounted for using the cost method as the Company has neither control nor significant influence over ABG and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On July 26, 2019, the Company purchased 2,255,503 shares of Series D Preferred Units in Industrious National Management Company LLC at a price of $2.22 per share, for a $5.0 million total investment, resulting in a less than 2.0% ownership interest in Industrious National Management Company LLC. The investment is accounted for using the cost method as the Company has neither control nor significant influence over Industrious National Management Company LLC and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

On April 19, 2019, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased 1,250,000 shares of Series F Convertible Preferred Stock in Pinstripes, Inc. (par value $0.01 per share) at a price of $8.00 per share, for a $10.0 million total investment, resulting in a 7.6% ownership interest in Pinstripes, Inc. The investment is accounted for using the cost method as the Company has neither control nor significant influence over Pinstripes, Inc. and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets.

In connection with the formation of the BPR-FF JV LLC joint venture, the Company agreed to use reasonable efforts to cause a transfer to BPRFF JV LLC of the legal rights it held in the Seritage Venture at Coronado Center Mall at an agreed upon value of $53.1 million. On April 9, 2019, the Company transferred its rights in the Sears Anchor Parcel at Coronado Center Mall to Coronado Center LLC. No gain or loss was recognized on the transaction.

On January 7, 2019, the Company completed the sale of its 12.0% interest in Bayside Marketplace for a sales price of $42.0 million. Due to cumulative distributions received in excess of its investment, the Company had a liability balance associated with its investment in Bayside Marketplace. Accordingly, the Company recognized a gain of $104.4 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2019.

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FAIR VALUE

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE

FAIR VALUE

Nonrecurring Fair Value Measurements

We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.

The following table summarizes certain of our assets that are measured at fair value on a nonrecurring basis as a result of impairment charges recorded. During the three months ended September 30, 2020, we recognized no impairment charges. During the nine months ended September 30, 2020, we recognized $71.5 million in impairment charges. During the three and nine months ended September 30, 2019, we recognized $38.8 million and $223.1 million in impairment charges, respectively.

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Provisions for Impairment
Nine months ended September 30, 2020
Investments in real estate (1)	$	86,337	$	—	$	—	$	86,337	$	71,455
Three months ended September 30, 2019
Investments in real estate (1)	$	419,327	$	—	$	—	$	419,327	$	38,794
Nine months ended September 30, 2019
Investments in real estate (1)	$	599,721	$	—	$	—	$	599,721	$	223,142

(1)    The impairment recorded on the Investments in real estate balance represents a loss incurred at a consolidated property. Refer to Note 5 for information regarding the impairment losses recorded on our Unconsolidated Real Estate Affiliates.

Unobservable Quantitative Input	Rate
Nine months ended September 30, 2020
Discount rate	10.75%
Terminal capitalization rate	9.50%
Three months ended September 30, 2019
Agreed upon purchase price	N/A
Nine months ended September 30, 2019
Discount rates	5.50%
Terminal capitalization rate	4.00%

Disclosure of Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management's estimates of fair value are presented below for our debt as of September 30, 2020 and December 31, 2019.

	September 30, 2020				December 31, 2019
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (2)		Estimated Fair Value
Fixed-rate debt	$	8,854,870	$	8,813,125	$	8,627,332	$	8,631,704
Variable-rate debt	7,475,259		7,527,617		7,275,562		7,355,744
	$	16,330,129	$	16,340,742	$	15,902,894	$	15,987,448

(1)     Includes net market rate adjustments of $3.5 million and deferred financing costs of $113.3 million, net.

(2)    Includes net market rate adjustments of $4.7 million and deferred financing costs of $131.8 million, net.

The fair value of our junior subordinated notes approximates their carrying amount as of September 30, 2020 and December 31, 2019. We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current LIBOR, U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation.

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MORTGAGES, NOTES AND LOANS PAYABLE

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows:

	September 30, 2020 (1)		Weighted-Average Interest Rate (2)		December 31, 2019 (3)		Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	7,923,131	4.21	%	$	7,638,697	4.21	%
Senior secured notes - silver bonds	931,739		5.75	%	988,635		5.75	%
Total fixed-rate debt	8,854,870		4.37	%	8,627,332		4.39	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	2,565,216		3.25	%	2,594,182		4.20	%
Unsecured corporate debt (5)	4,910,043		2.81	%	4,681,380		4.16	%
Total variable-rate debt	7,475,259		2.96	%	7,275,562		4.17	%
Total Mortgages, notes and loans payable	$	16,330,129	3.72	%	$	15,902,894	4.29	%
Junior subordinated notes	$	206,200	1.72	%	$	206,200	3.39	%

(1)     Includes $3.5 million of market rate adjustments and $113.3 million of deferred financing costs, net.

(2)    Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financing costs.

(3)     Includes $4.7 million of market rate adjustments and $131.8 million of deferred financing costs, net.

(4)     $1.3 billion of the variable-rate balance is cross-collateralized.

(5)    Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.

Collateralized Mortgages, Loan Extension, Notes and Loans Payable

As of September 30, 2020, $15.8 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.3 billion of debt, are cross-collateralized. Although a majority of the $10.5 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $726.6 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by BPYU. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

During the nine months ended September 30, 2020, the Company suspended equity contributions to make contractual interest and/or principal payments on ten consolidated property level mortgages, including one mortgage that is in maturity default. The Company is currently engaging in negotiations with the creditors on these mortgages to obtain potential lender concessions or other relief. If the Company is unsuccessful in obtaining concessions from these creditors, it is possible that the property securing these loans would be transferred to the lenders. In such circumstances, the carrying value of the property may no longer be recoverable and may trigger an impairment charge. These mortgages are non-recourse and the creditors do not have security claims against the Company aside from the collateral property. In total, as of September 30, 2020, the Company has suspended equity contributions to make contractual interest and/or principal payments on a total of $1.3 billion of consolidated property level mortgages and the related Investment in Real Estate securing these loans has a carrying value of $1.4 billion.

On April 24, 2020, the Company completed a one-year extension of a $1.3 billion loan secured by cross-collateralized mortgages on 15 properties with an interest rate of LIBOR plus 1.75%, which matures on April 25, 2021. An extension fee of $1.6 million was paid in conjunction with the extension.

During the year ended December 31, 2019, the Company completed the following transactions:

•New loan at Shops at Merrick Park in the amount of $390.0 million with an interest rate of 3.90% which matures on November 1, 2024. The loan replaced previous debt of $161.0 million with an interest rate of 5.73% that was scheduled to mature on April 1, 2021. In connection with the refinancing, the Company incurred prepayment penalties of $7.9 million. As the refinancing plan was contemplated in connection with the acquisition of the property, such fees were factored in to the fair value of debt recognized on the consolidation date.

•New loans at Park Meadows in the amount of $700.0 million which mature on November 1, 2024. These loans consist of a senior loan in the amount of $615.0 million with an interest rate of 3.18% and a mezzanine loan in the amount of $85.0 million with an interest rate of 6.25%. These loans replaced previous debt of $360.0 million with an interest rate of 4.6% that was scheduled to mature on December 1, 2023. In connection with the refinancing, the Company incurred prepayment penalties of $35.6 million. As the refinancing plan was contemplated in connection with the acquisition of the property, such fees were factored in to the fair value of debt recognized on the consolidation date.

•New loan at Park City Center in the amount of $135.0 million with an interest rate of LIBOR plus 3.00% which matures on September 9, 2021. This loan replaced the previous debt of $172.2 million that matured June 6, 2019 and included a pay down of the existing mezzanine loan in the amount of $36.8 million. For the period between the maturity date of the previous debt and the effective date of the new loan, the Company extended forbearance and paid forbearance fees in total amount of $0.5 million.

•New loans at 730 Fifth Avenue in the amount of $807.5 million which mature on September 1, 2024. The loans consist of a senior loan in amount of $587.3 million with a 5-year term at LIBOR plus 3.00%, a senior mezzanine loan in amount of $97.9 million with a 5-year term at LIBOR plus 4.25%, and a junior loan in amount of $122.3 million with a 5-year term at LIBOR plus 5.50%. The loans replaced the previous debt of $720.0 million that was previously extended to August 27, 2019 and included a pay down of $180.0 million on June 28, 2019.

•New loan at Westlake Center in the amount of $48.8 million with an interest rate of LIBOR plus 2.50% which matures on July 10, 2021. This loan replaced the previous debt of $42.5 million that matured July 10, 2019.

•New loans at The Woodlands Mall in the amount of $465.0 million which mature on August 1, 2029. This consists of a $425.0 million loan with an interest rate of 4.25% and a $40.0 million loan with an interest rate of 5.50%. The loans have a weighted average interest rate of 4.36%. The loans replaced previous debt at the property of $294.0 million with a weighted average interest rate of 4.83% that were scheduled to mature on June 10, 2023. In connection with the refinancing, the Company incurred a prepayment penalty of $27.5 million which is recorded as a loss on extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2019.

•One year loan extension at 830 North Michigan Avenue. A principal repayment of $7.0 million was made in conjunction with the extension.

•One-year extension of a $1.3 billion loan secured by cross-collateralized mortgages on 15 properties with an interest rate of LIBOR plus 1.75%, which was scheduled to mature on April 25, 2020 and was subsequently further extended in April 2020. A principal repayment of $10.1 million was made in conjunction with the extension.

Corporate and Other Unsecured Loans

We have certain debt obligations, the terms of which are described below:

	September 30, 2020 (1)		Weighted-Average Interest Rate		December 31, 2019 (2)		Weighted-Average Interest Rate
Corporate debt:
Senior secured corporate debt	$	4,981,767	2.81	%	$	4,769,510	4.16	%
Senior secured notes - silver bonds	945,360		5.75	%	999,950		5.75	%
Total corporate debt	$	5,927,127	3.28	%	5,769,460		4.44	%

(1)    Excludes deferred financing costs of $85.3 million in 2020 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

(2)    Excludes deferred financing costs of $99.4 million in 2019 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

On May 24, 2020, the Company executed a series of transactions to repurchase corporate debt on the open market, funded by intercompany loans from BPY. The total amounts of debt repurchased had a par value of $59.6 million, and a cash repurchase price of $45.3 million. Following each repurchase, the repurchased debt is formally cancelled. As a result of the debt repurchase and cancellation, the Company recognized a gain of $14.3 million included in Gain on extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.

On May 1, 2019, the Company and BPR Cumulus LLC, BPR Nimbus LLC and GGSI Sellco LLC (each, an indirect subsidiary of the Company) issued $1.0 billion aggregate principal amount of 5.75% Senior Secured Notes - Silver Bonds due 2026. The notes bear interest at an annual rate of 5.75% payable on May 15 and November 15 of each year, beginning on November 15, 2019 and will mature on May 15, 2026. During the last quarter of 2019, the Company made a principal payment in amount of $50.0 thousand. During the nine months ended September 30, 2020, the Company made additional principal payments totaling $54.6 million. The remaining outstanding balance as of September 30, 2020 was $945.4 million.

On March 25, 2019, the Company secured a $341.8 million subordinated unsecured note with Brookfield BPY Holdings Inc., a related party. The note bore interest at a rate equal to LIBOR plus 2.75% and was scheduled to mature on March 25, 2029. During the year ended December 31, 2019, the Company repaid this loan in full. The Company borrowed an additional $70.5 million during the second quarter of 2019, with a maturity date of June 25, 2029. During the year ended December 31, 2019, the Company made principal payments totaling $68.0 million. The Company borrowed an additional $31.7 million during the last quarter of 2019 which was due on January 6, 2020 and has been repaid. On February 10, 2020, the Company secured an additional $27.0 million subordinated unsecured note with Brookfield BPY Holdings Inc, and another $29.0 million note on March 25, 2020. The notes bear interest at rate equal to LIBOR plus 2.75%, and mature on February 10, 2030 and March 25, 2030, respectively. On May 19, 2020, the Company secured an additional $25.0 million subordinated unsecured note with Brookfield BPY Holdings Inc., and another $45.0 million on May 22, 2020. The notes were repaid in full on June 18, 2020 and July 16, 2020, respectively. On June 25, 2020, the Company secured another $25.0 million subordinated unsecured note at an interest rate equal to LIBOR plus 1.94% that is scheduled to mature on August 27, 2022. On July 16, 2020 and August 27,2020, the Company made a principal payments in the amount of $45.0 million and $22.1 million, respectively. The total outstanding balance of the notes as of September 30, 2020 was $61.5 million, including $1.2 million of accrued interest.

The Company entered into a new credit agreement (the "Credit Agreement") dated as of August 24, 2018 consisting of a revolving credit facility (the "Facility"), Term A-1 and A-2 loans, and a Term B loan. The Facility provides for revolving loans of up to $1.5 billion and borrowings bear interest at a rate equal to LIBOR plus 2.25%. The Facility is scheduled to mature in August 2022 and had outstanding borrowings of $920.0 million as of September 30, 2020. The Term A-1 Loan has a total commitment outstanding of $900.0 million, with $700.0 million attributable to BPYU and $200.0 million attributable to an affiliate, and is scheduled to mature in August 2021, bearing interest at a rate equal to LIBOR plus 2.25%. During the quarter ended September 30, 2020, the Company didn't make principal payments, and the remaining outstanding balance was $34.8 million. The Term A-2 Loan has a total commitment outstanding of $2.0 billion and is scheduled to mature in August 2023, bearing interest at a rate equal to LIBOR plus 2.25%, and the outstanding balance at September 30, 2020 was $2.0 billion. The

Term B Loan has a total commitment outstanding of $2.0 billion and is scheduled to mature in August 2025 bearing interest at a rate equal to LIBOR plus 2.50%. During the quarter ended September 30, 2020, the Company made a principal payment in the total amount of $5.0 million. The total outstanding balance of the Term B loan as of September 30, 2020 was $1,955.0 million. The Term A-1, A-2, and B Loans are contractually obligated to be prepaid through net proceeds from property level refinances and asset sales as outlined in the Credit Agreement.

The Credit Agreement contains certain restrictive covenants which limit material changes in the nature of our business conducted, including, but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required to maintain compliance with certain financial covenants related to a maximum net debt-to-value ratio and a minimum fixed-charge-coverage ratio, as defined in the Credit Agreement.

On July 29, 2020, the Company entered into the First Amendment of its Credit Agreement in order to give effect to certain amendments, including, but not limited to the following:

•The lenders have agreed to certain covenant relief in respect of the financial covenants through the fiscal quarter ending June 30, 2021 (the “Covenant Relief Period”). The maximum total indebtedness to value ratio financial maintenance covenant is being eliminated permanently. The minimum fixed charge coverage ratio is being reduced to 1.20x during the Covenant Relief Period and increasing to 1.35x thereafter.

•The applicable margin for the Term A Loans and the Facility will be LIBOR plus 3.00% during the Covenant Relief Period – and thereafter, will be LIBOR plus 3.00% if the total net indebtedness to value ratio is greater than 70%.

•The Company agreed to maintain an ongoing liquidity covenant (set at $500 million) which will be tested as of the last day of each month against the amount of unrestricted cash, undrawn available amounts under the Facility and undrawn amounts under the new Brookfield Liquidity Facility. The Company will enter into and maintain a $500 million Brookfield Liquidity Facility (the “Brookfield Liquidity Facility”) and prior to the date the Company demonstrates compliance with the financial covenants in effect under the Credit Agreement prior to the First Amendment, any interest and principal payments thereunder must be paid-in-kind.

•The Company will be required to "match-fund" drawings under the Facility in excess of $1.0 billion using proceeds of either the Brookfield Liquidity Facility or issuances of qualified equity interests. The match-funding requirement will be required to be made (i) monthly, whereby any drawing during that month is in excess of the prior highest balance of the revolver (in excess of $1.0 billion), (ii) within 10 business days of a request from the agent if as of any day during a month, the excess draw amount would exceed $10 million and (iii) at any time of request for a revolving loan that the excess would be $100 million or greater (which would be match-funded substantially concurrently with the requested revolving loan draw).

•The Company will also be required to make additional prepayments of the Term A loans with proceeds of certain equity, debt issuances and asset sales.

•The Company also agreed to a number of additional restrictions, including restrictions on incurring additional indebtedness, making of certain restricted payments and the use of proceeds under the revolving facility, which will apply either through the end of the Covenant Relief Period – and in the case of certain provisions, until the Company demonstrates compliance with the financial covenants in effect under the Credit Agreement prior to the First Amendment.

As of September 30, 2020, we are not aware of any instances of non-compliance with such covenants. Though there is potential for a risk of default (See Note 17 for discussion specific to COVID-19), in the event the Company fails to maintain compliance with its financial covenants, the Credit Agreement provides for a cure period, during which the Company has the opportunity to raise additional cash and reduce net debt balance, such as through capital contributions from BPY, or disposition of assets. Management has determined that in the event of a default, it is probable that these market-based alternatives would be available, and that these actions would provide the necessary cash flows to prevent or cure an event of default, although there is no guarantee that these market-based alternatives would be available.

Junior Subordinated Notes

GGP Capital Trust I, a Delaware statutory trust (the "Trust"), completed a private placement of $200.0 million of trust preferred securities ("TRUPS") in 2006. The Trust also issued $6.2 million of common securities to BPROP. The Trust used the proceeds from the sale of the TRUPS and common securities to purchase $206.2 million of floating rate junior subordinated notes of BPROP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of junior subordinated notes. The junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. We have recorded the junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $49.9 million as of September 30, 2020 and $50.0 million as of December 31, 2019. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We are not aware of any instances of material non-compliance with our financial covenants related to our mortgages, notes and loans payable as of September 30, 2020.

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LEASES

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

LEASES

LEASES

Lessee arrangements

We are the lessee in several ground lease agreements for the land under some of our owned buildings. Generally, we own the land underlying the properties; however, at certain properties, all or part of the underlying land is owned by a third party that leases the land to us through a long-term ground lease. In addition, we lease office space for our corporate headquarters and field offices. Our material consolidated leases have reasonably certain lease terms ranging from four years to forty years. Certain leases provide the lessee with two to three renewal options which are considered to be termination options unless it is reasonably certain that the Company will elect to renew and generally range from five years to ten years each, with renewal rent payments based on a predetermined annual increase, market rates at the time of exercise of the renewal, or changes in the Consumer Price Index ("CPI").

As of September 30, 2020, the balance of ROU assets was $395.0 million, net and lease liabilities of $75.8 million for seven ground leases and one office lease in the Consolidated Balance Sheets under Topic 842, included in prepaid expenses and other assets and accounts payable and accrued expenses, respectively.

The maturity of our operating lease liabilities as of September 30, 2020 is as follows:

Year	Amount
Remainder of 2020	$	2,316
2021	9,470
2022	9,704
2023	9,968
2024	10,200
2025	10,439
2026 and thereafter	155,012
Total undiscounted lease payments	207,109
Less: Present value adjustment	(131,281)
Total lease liability	$	75,828

Straight-line rent expense recognized for our consolidated operating leases is as follows:

	Three Months Ended September 30, 2020	Three Months Ended September 30, 2019	Nine Months Ended September 30, 2020	Nine Months Ended September 30, 2019
Ground leases	1,773	620	5,944	1,998
Office leases	1,964	2,164	5,892	5,892

Straight-line rent expense is included in other property operating costs for ground leases and property management and other costs for the office lease, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss). Several lease agreements include variable lease payments which vary based on factors such as sublease income received, the revenues or net operating income of the properties constructed on the leased premises, increases in CPI, and changes in market rents. In addition, our leases require us to reimburse the lessor for the lessor’s tax, insurance and common area costs. Variable lease payments and short-term lease costs recognized as rent expense for operating leases were not significant for each of the three and nine months ended September 30, 2020 and 2019 and are included in other property operating costs in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The following summarizes additional information related to our operating leases as of September 30, 2020 and September 30, 2019:

	September 30, 2020	September 30, 2019
Weighted-average remaining lease term (years)	23.2	16.9
Weighted-average discount rate	7.68%	7.36%
Supplemental disclosure for the consolidated statements of cash flows:
Cash paid for amounts included in the measurement of lease liabilities	$6,947	$6,406

Lessor arrangements

We own a property portfolio comprised primarily of Class A retail properties and lease this retail space to tenants. As of September 30, 2020, we own a controlling interest in and consolidated 63 retail properties located throughout the United States comprising approximately 55 million square feet of GLA. We enter into operating leases with a variety of tenants, the majority of which are national and regional retail chains and local retailers. These operating leases expire starting in the remainder of year 2020 and typically include renewal options, which are generally exercisable only by the tenant. Certain leases also include early termination options which are typically exercisable only by the tenant. Our leases do not allow the tenant to purchase the retail space.

The maturity analysis of the lease payments we expect to receive from our operating leases as of September 30, 2020 is as follows:

Year	Amount
Remainder of 2020	$	276,694
2021	1,047,375
2022	947,590
2023	828,518
2024	693,861
2025	566,118
Subsequent	1,820,055
	$	6,180,211

All lease-related income is reported as a single line item, rental revenues, in our Consolidated Statements of Operations and Comprehensive Income (Loss). Effective January 1, 2019, with the adoption of Topic 842, rental revenues is presented net of provision for doubtful accounts. Rental income recognized on a straight-line basis consists primarily of fixed and in-substance fixed lease payments (including lease payments related to non-lease components which have been combined with the lease component). Variable rental income represents variable lease payments, which consist primarily of overage rents; reimbursements for tenants’ pro rata share of real estate taxes, insurance, property operating and marketing expenses, and utilities; lease payments related to CPI-based escalations and market rent resets; and lease termination income.

In accordance with the terms of our operating leases, we bill our tenants separately for minimum rents, tenant recoveries, overage rents and lease termination income as shown below for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
Minimum rents, billed	$	249,167	$	224,326	$	752,053	$	665,263
Tenant recoveries, billed	101,133		89,253		298,029		269,346
Lease termination income, billed	2,637		3,875		5,004		6,320
Overage rent, billed	1,567		2,865		7,060		9,159
Total contractual operating lease billings	354,504		320,319		1,062,146		950,088
Adjustment to recognize contractual operating lease billings on a straight-line basis	1,757		1,684		5,943		5,633
Above and below-market tenant leases, net	7,193		(37)		7,995		7,250
Less provision for doubtful accounts	(36,747)		(4,497)		(56,475)		(8,243)
Total rental revenues, net	$	326,707	$	317,469	$	1,019,609	$	954,728

Of the total contractual rental revenues we have billed, 82.4% and 81.5% are fixed lease payments for the three and nine months ended September 30, 2020, respectively, and 78.0% and 78.9% are fixed lease payments for the three and nine months ended September 30, 2019, respectively.

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INCOME TAXES

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable ordinary income. In addition, the Company is required to meet certain asset and income tests.

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income and capital gains. Depending on the extended due date for partnership and corporate income tax returns, we are statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2016 or December 31, 2017 through 2019 and are generally statutorily open to audit by state taxing authorities for the years ended December 31, 2015 or December 31, 2016 through 2019.

We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of September 30, 2020.

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Allocation to Noncontrolling Interests

Noncontrolling interests consists of the redeemable interests related to BPROP Common, Preferred, and LTIP Units and the noncontrolling interest in our consolidated joint ventures. The following table reflects the activity included in the allocation to noncontrolling interests.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Distributions to preferred BPROP units ("Preferred Units")	$	(900)	$	(1,352)	$	(2,716)	$	(4,389)
Net loss allocated to noncontrolling interest in consolidated real estate affiliates	724		389		10,089		10,309
Net loss allocated to noncontrolling interest of the Operating Partnership (1)	19,806		4,329		53,434		28,697
Allocation to noncontrolling interests	19,630		3,366		60,807		34,617
Other comprehensive loss allocated to noncontrolling interests	96		—		1,722		—
Comprehensive loss allocated to noncontrolling interests	$	19,726	$	3,366	$	62,529	$	34,617

_______________________________________________________________________________

(1)    Represents the noncontrolling interest of our institutional investor.

Noncontrolling Interests

The noncontrolling interest related to the Common, Preferred, and LTIP Units of BPROP are presented either as redeemable noncontrolling interests in mezzanine equity or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity.

The redeemable Common and Preferred Units of BPROP are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their redemption value (i.e. fair value) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income (loss) to arrive at net income (loss) attributable to BPYU. The preferred redeemable noncontrolling interests have been recorded at carrying value.

Holders of Series B Preferred Units, Series D Preferred Units, Series E Preferred Units and Series G Preferred Units of BPROP are each entitled to periodic distributions at the rates set forth in the Sixth Amended and Restated Agreement of Limited Partnership of BPROP. Generally, each Series K Preferred Unit of BPROP entitles its holder to distributions and a liquidation preference identical to those established for each share of BPYU's Class A Stock. The holders of Series L Preferred Units of BPROP are generally entitled to a pro rata distribution of an aggregate cash amount equal to the sum of (i) the aggregate cash dividends declared on all outstanding shares of BPYU's Class B Stock and (ii) the aggregate cash dividends declared on all outstanding shares of BPYU's Series B Preferred Stock. Holders of Common Units of BPROP are entitled to distributions of all or a portion of BPROP’s remaining net operating cash flow, when and as declared by BPROP’s general partner. However, the Sixth Amended and Restated Agreement of Limited Partnership of BPROP permits distributions solely to BPYU if such distributions were required to allow the Company to comply with the REIT distribution requirements or to avoid the imposition of excise tax.

Noncontrolling Interests - Permanent

As of September 30, 2020, there were 9,717.658 Series B Preferred Units of BPROP outstanding. The Series B Preferred Units have a carrying value of $50 per unit.

Also, as of September 30, 2020, there were 788,734.3886 Common Units of BPROP outstanding and 320,873.9798 Series K Preferred Units of BPROP (held by former common unit holders). These Series K Units were established at $21 per unit and are not subject to adjustment based on fair value.

During the quarter ended March 31, 2020, BPYU entered into an agreement with a Limited Partner to redeem 3,318,399.56 Common Units at a purchase price per unit of $0.32440587 for an aggregate cost of approximately $1.1 million. Furthermore, there were 1,349,995.76 Series K Preferred Units of BPROP redeemed at a price per unit of $19.635 for an aggregate cost of approximately $26.5 million.

During the quarter ended September 30, 2020, BPYU entered into an agreement with a Limited Partner to redeem 49,837.90 Common units at a purchase price per unit of $.32440587 and 20,275.12 Series K preferred Units redeemed at a purchase price per unit of $11.57 for an aggregate combined cost of $0.25 million.

Noncontrolling Interests - Redeemable

The Series D Preferred Units of BPROP are convertible based on a conversion ratio of 1.50821, which is the quotient of the Series D Preferred Unit’s $50 liquidation preference and $33.151875 conversion price. Upon conversion, each Series D Preferred Unit entitles its holder to (i) $21.9097 in cash, (ii) a number of Series K Preferred Units of BPROP equal to (x) 0.40682134 Series K Preferred Units (which is subject to adjustment), multiplied by (y) the Series D conversion ratio; and (iii) a number of Common Units of BPROP equal to (x) one Common Unit (which is subject to adjustment), multiplied by (y) the Series D conversion ratio. As of September 30, 2020, there were 532,749.6574 Series D Preferred Units of BPROP outstanding.

The Series E Preferred Units of BPROP are convertible based on a conversion ratio of 1.29836, which is the quotient of the Series E Preferred Unit’s $50 liquidation preference and $38.51 conversion price. Upon conversion, each Series E Preferred Unit entitles its holder to (i) $18.8613 in cash, (ii) a number of Series K Preferred Units of BPROP equal to (x) 0.40682134 Series K Preferred Units (which is subject to adjustment), multiplied by (y) the Series E conversion ratio; and (iii) a number of Common Units of BPROP equal to (x) one Common Unit (which is subject to adjustment), multiplied by (y) the Series E conversion ratio. As of September 30, 2020, there were 502,657.8128 Series E Preferred Units of BPROP outstanding.

The holder of each Series K Preferred Unit of BPROP issued upon conversion of Series D Preferred Units or Series E Preferred Units of BPROP has the right to redeem such Series K Preferred Unit for a cash amount equal to the average closing price of BPYU’s Class A Stock for the five consecutive trading days ending on the date of the notice of redemption, provided that BPYU may elect to satisfy such redemption by delivering one share of BPYU’s Class A Stock. The holder of each Common Unit of BPROP issued upon conversion of Series D Preferred Units or Series E Preferred Units of BPROP has the right to redeem such Common Unit for a cash amount equal to $0.324405869, subject to adjustment.

Each LTIP Unit of BPROP is convertible into, and, except for the level of preference, entitles its holder to regular and liquidating distributions equivalent to that of 0.016256057 Series K Preferred Units, subject to adjustment. Each Series K Preferred Unit received by an LTIP holder in connection with the BPY Transaction is redeemable for a cash amount equal to the average closing price of BPYU's Class A Stock for five consecutive trading days ending on the date of the notice of redemption, provided that BPYU may elect to satisfy such redemption by delivering one share of BPYU's Class A Stock. If the holders had requested redemption of the Class A Stock and Preferred Units as of September 30, 2020, the aggregate amount of cash the Company would have paid would have been $510.9 million and $55.5 million, respectively.

The following table reflects the activity of the common redeemable noncontrolling interests for the three and nine months ended September 30, 2020 and 2019.

Balance at January 1, 2019	$	73,696
Net income	3,358
Series K Preferred Unit redemption	(14,935)
Balance at March 31, 2019	62,119
Net income	103
Balance at June 30, 2019	62,222
Net income	42
Balance at September 30, 2019	$	62,264
Balance at January 1, 2020	$	62,235
Net loss	(441)
Series K Preferred Unit redemption	(388)
Balance at March 31, 2020	61,406
Net income	441
Series K Preferred Unit redemption	(10)
Balance at June 30, 2020	61,837
Series K Preferred Unit redemption	(167)
Balance at September 30, 2020	$	61,670

Redeemable Class A Stock

Class A Stock refers to the Company's Class A Stock, par value $0.01 per share, authorized and issued to GGP common stockholders that were unaffiliated with BPY as part of the BPY Transaction. The Company's Class A Stock is listed on the Nasdaq Global Select Market ("Nasdaq"). Our Class A Stock has traded on Nasdaq under the symbol "BPYU" since March 2, 2020, prior to which it traded under the symbol "BPR".

Each share of Class A Stock is entitled to cumulative dividends per share in a cash amount equal in value to the amount of any distribution made on a BPY limited partnership unit ("BPY unit"). In addition, each share of Class A Stock is exchangeable for one BPY unit or its cash equivalent (the form of payment to be determined by BPY or an affiliate, in its sole discretion). Such exchange and distribution rights are subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU. If and to the extent declared by the Company's board of directors, the record and payment dates for the dividends or other distributions upon the shares of Class A Stock, to the extent not prohibited by applicable law, is expected to be the same as the record and payment dates for the dividends or other distributions upon the BPY units. Pursuant to the terms of the Company's charter, all such dividends to holders of Class A Stock will be paid prior and in preference to any dividends or distributions on the Class B Stock, Series B Preferred Stock or Class C Stock will be fully declared and paid before any dividends are declared and paid or any other distributions are made on any Class B Stock, Series B Preferred Stock or Class C Stock. The holders of Class A Stock shall not be entitled to any dividends from BPYU other than the Class A dividend.

Upon any liquidation, dissolution or winding up of the Company that is not a Market Capitalization Liquidation Event (as defined below) or substantially concurrent with the liquidation, dissolution or winding up of BPY, the holders of Class A Stock are entitled to a cash amount, for each share of Class A Stock, equal to the market price of one BPY unit (subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU) on the date immediately preceding announcement of such liquidation, dissolution or winding up, plus all declared and unpaid dividends. If, upon any such liquidation, dissolution or winding up, the assets of BPYU are insufficient to make such payment in full, then the assets of BPYU will be distributed among the holders of Class A Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive.

If the market capitalization of the Class A Stock (i.e., if the price per share of Class A Stock, multiplied by the number of shares of Class A Stock outstanding) averages, over any period of 30 consecutive trading days, less than one (1) billion dollars, the BPYU board will have the right to liquidate BPYU’s assets and wind up BPYU’s operations (a "Market Capitalization Liquidation Event"). Upon any Market Capitalization Liquidation Event, the holders of Class A Stock shall be entitled to a cash amount, for each share of Class A Stock, equal to the dollar volume-weighted average price of one BPY unit over the ten (10) trading days immediately following the public announcement of such Market Capitalization Liquidation Event, plus all declared and unpaid dividends. If, upon any such Market Capitalization Liquidation Event, the assets of BPYU are insufficient to make such payment in full, then the assets of BPYU will be distributed among the holders of Class A Stock ratably in proportion to the full amounts which they would otherwise be respectively entitled to receive. Notwithstanding the foregoing, upon any Market Capitalization Liquidation Event, BPY may elect to exchange all of the outstanding shares of the Class A Stock for BPY units on a one-for-one basis, subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU.

Holders of Class A Stock shall have the right to exchange all or a portion of their Class A Stock for cash at a price equal to the value of an equivalent number of BPY units, subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU. Upon receipt of a request for exchange, BPYU will deliver a notice of exchange to BPY within one (1) business day and will have ten (10) business days to deliver the cash amount to the tendering holder. Upon receipt of the notice of exchange, BPY or an affiliate may elect to satisfy BPYU’s exchange obligation by exchanging all of the shares of the Class A Stock tendered for BPY units on a one-for-one basis. This initial one-for-one conversion factor is subject to adjustment in the event of certain dilutive or other capital events by BPY or BPYU. If so elected, BPY will have to satisfy such obligation within ten (10) business days from the date of the notice of exchange. If BPY exercises its right to assume the exchange obligation, units of BPY units will be delivered in exchange for the Class A Stock and such Class A Stock will automatically be converted into Class B Stock.

As there are certain events outside of the Company’s control whereby it could be required to redeem the Class A Stock for cash by the holders of the securities, the Class A Stock is included in redeemable equity. Accordingly, the Class A Stock are recorded at the greater of the carrying amount or their redemption value (i.e. fair value) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in the Company’s Consolidated Balance Sheets. There is no adjustment within additional paid-in capital for the Class A stock when the fair value is less than the carrying value.

Class B Stock

The Company’s shareholders approved the amendment and restatement of the Company’s charter at its annual stockholder meeting on June 19, 2019 (the "Restated Charter"), which became effective on June 26, 2019 and, among other things, authorized the Company’s issuance of up to 965,000,000 shares of a new class of stock called Class B-2 Stock, par value of $0.01 per share. Each share of Class B-2 Stock shall have terms (including the same powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions) identical to the terms of a share of Class B-1 Stock other than voting rights. The following description sets forth certain general terms and provisions of the Company's Class B-1 Stock and Class B-2 Stock (together the "Class B Stock").

Pursuant to the Restated Charter and subject to the prior rights of holders of all classes, including the Class A Stock, and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Class B Stock entitles its holder to cumulative dividends per share in a cash amount at a rate of 6.5% per year of the Class B liquidation amount per share (which rate was 10.0% per year until the effective date of the Restated Charter on June 26, 2019) equal to $21.39 per share. On October 18, 2018, each holder of the Class B-1 Stock hereby irrevocably waived, all of its right, title and interest in and to 2.5% of the dividend rate, including without elimination all rights and entitlement to payment of such amounts. This partial dividend waiver resulted in a 7.5% effective rate per year of the Class B Liquidation Amount per share and was terminated upon the effectiveness of the Restated Charter. Dividends on the Class B Stock may also be paid by an in-kind distribution of additional shares of Class B Stock or any other class of shares of capital stock of BPYU ranking junior to the Class A Stock. Dividends on the Class B Stock shall be cumulative and shall be payable quarterly in arrears, when, as and if declared by the Company's Board of Directors with respect to dividends on the Class B Stock.

Holders of the Class B Stock are not entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) BPYU has paid the aggregate dividends owed to the holders of Class A Stock and (b) the dividend coverage ratio (as

defined below) is equal to or greater than 1.25:1, (ii) if any tendering holder of Class A Stock has not received the cash or BPY units due upon exchange or (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the conversion factor. The dividend coverage ratio is referred to as a ratio of (i) BPYU’s funds from operations, as calculated in accordance with the definition of funds from operations used by the National Association of Real Estate Investment Trusts ("Nareit"), for the immediately preceding fiscal quarter, to (ii) the product of (a) the amount of the most recent regular quarterly distribution declared by BPY on each BPY unit, times (b) the number of shares of Class A Stock outstanding at such time.

Series B Preferred Stock

The following description sets forth certain general terms and provisions of the Series B Preferred Stock, par value $0.01 per share, of the Company (the "Series B Preferred Stock").

Pursuant to the Restated Charter and subject to the prior rights of holders of all classes, including the Class A Stock, Class B Stock and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Series B Preferred Stock will entitle its holder to cumulative dividends per share in a cash amount at a rate of 8.65% per year of the Class B liquidation amount per share (which rate was 10.0% until the effective date of the Restated Charter on June 26, 2019), with such Class B liquidation amount per share equal to $21.39. Dividends on the Series B Preferred Stock may also be paid by an in-kind distribution of additional shares of Series B Preferred Stock or any other class of shares of capital stock of BPYU ranking junior to the Class A Stock and Class B Stock. Dividends on the Series B Preferred Stock shall be cumulative and shall be payable quarterly in arrears, when, as and if declared by the Company's Board of Directors with respect to dividends on the Series B Preferred Stock.

Holders of the Series B Preferred Stock are not entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) BPYU has paid the aggregate dividends owed to the holders of Class A Stock and Class B Stock and (b) the dividend coverage ratio (as defined below) is equal to or greater than 1.25:1, (ii) if any tendering holder of Class A Stock has not received the cash or BPY units due upon exchange or (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the conversion factor. The dividend coverage ratio is referred to as a ratio of (i) BPYU’s funds from operations, as calculated in accordance with the definition of funds from operations used by Nareit, for the immediately preceding fiscal quarter, to (ii) the product of (a) the amount of the most recent regular quarterly distribution declared by BPY on each BPY unit, times (b) the number of shares of Class A Stock outstanding at such time.

Class C Stock

Class C Stock refers to the Company's Class C Stock, par value $0.01 per share, authorized as part of the BPY Transaction. Pursuant to the amended charter and subject to the prior rights of holders of all classes, including the holders of Class A Stock, Class B Stock, Series B Preferred Stock and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Class C Stock will entitle its holder to dividends when, as and if declared by the Company's Board of Directors out of any assets of BPYU legally available therefore. The record and payment date for dividends on shares of Class C Stock shall be such date that the Company's Board of Directors shall designate.

Notwithstanding the foregoing, holders of the Class C Stock are not entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) BPYU has paid the aggregate dividends owed to the holders of Class A Stock and (b) the dividend coverage ratio is equal to or greater than 1.25:1, (ii) if any tendering holder of Class A Stock has not received the cash or BPY units due upon exchange, (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the conversion factor or (iv) unless and until the full cumulative dividends on the Class B Stock and Series B Preferred Stock for all past dividend periods and any current dividend periods have been (or contemporaneously are) (a) declared or paid in cash or (b) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

Voting Rights

Stock Class	Authorized	Issued	Shares Outstanding	Votes per Share
Class A Stock	4,517,500,000	43,161,423	41,743,422	1:1
Class B-1 Stock	4,517,500,000	196,886,256	196,886,256	1:1
Class B-2 Stock	965,000,000	121,203,654	121,203,654	0:1
Series B Preferred Stock	425,000,000	202,438,184	202,438,184	1:1
Class C Stock	1,000,000,000	640,051,301	640,051,301	1:1

All share counts in table above are as of September 30, 2020.

Class A Stock Dividend

Our Board of Directors declared Class A Stock dividends during 2020 and 2019 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2020
November 5	November 30	December 31	$	0.3325
August 5	August 31	September 30	0.3325
May 7	May 29	June 30	0.3325
February 5	February 28	March 31	0.3325
2019
November 4	November 29	December 31	$	0.3300
August 1	August 30	September 30	0.3300
May 6	May 31	June 28	0.3300
February 6	February 28	March 29	0.3300

Class A Stock Repurchases and Conversions

On August 1, 2019, the Company’s Board of Directors authorized the repurchase of the greater of (i) 5% of the Company’s Class A Stock that are issued or outstanding or (ii) 10% of its public float of Class A Stock over the next 12 months from time to time as market conditions warrant. This repurchase authorization expired on August 1, 2020.

On March 29, 2019, BPYU purchased for cancellation 4,679,802 shares of Class A Stock at a purchase price of $20.30 per share, for an aggregate cost of approximately $95 million, excluding fees and expenses.

In the second quarter of 2019, BPYU purchased 200,000 shares of Class A Stock at an average purchase price of $18.37 per share for an aggregate cost of approximately $3.68 million, which were subsequently canceled in July 2019.

Furthermore, there were 647,250 shares of Class A Stock that were purchased in relation to 2019 restricted stock grants. These shares were purchased at an average purchase price of $19.40 per share for an aggregate cost of approximately $12.59 million.

In the third quarter of 2019, BPYU purchased 197,225 shares of Class A Stock at an average purchase price of $18.56 per share for an aggregate cost of approximately $3.66 million, which were subsequently canceled in the quarter.

In the first quarter of 2020, BPYU purchased 855,000 shares of Class A Stock in relation to the 2020 restricted stock grant. These shares were purchased at an average price of $18.57 per share for an aggregate cost of approximately $15.87 million.

On August 6, 2020, the Company’s Board of Directors authorized the repurchase of the greater of (i) 5% of the Company’s

Class A Stock that are issued or outstanding or (ii) 10% of its public float of Class A Stock over the next 12 months from time

to time as market conditions warrant.

On August 18, 2020, a total of 7,321,155 shares of Class A stock were properly tendered for an aggregate cost of approximately $87.9 million, equal to $12.00 per share.

In the third quarter of 2020, BPYU purchased for cancellation 2,606,289 shares of Class A Stock at an average purchase price of $11.46 per share for an aggregate cost of approximately $29.87 million.

During the nine months ended September 30, 2020, there were 11,578,482 shares of Class A Stock converted to 7,495,510 shares of Class B-1 Stock, at a weighted average price of $13.85 and $21.39, respectively.

Class B Stock and Series B Preferred Stock Dividends

Our Board of Directors did not declare dividends on Class B-1 Stock, Class B-2 Stock, or Series B Preferred Stock during the nine months ended September 30, 2020. Our Board of Directors declared dividends on these classes of stock during 2019 as follows:

Class B-1 Stock Dividends

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
November 4	December 25	December 25	$	0.110

On November 4, 2019, a partial dividend was declared in the amount of $0.11 per share of the Class B-1 Stock.

Class B-2 Stock Dividends

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
November 4	December 25	December 25	$	0.110

On November 4, 2019, a partial dividend was declared in the amount of $0.11 per share of the Class B-2 Stock.

Combined Class B stock and Series B Preferred Stock (Prior to Restated Charter)

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
May 25	June 25	June 25	$	0.397
March 25	March 27	March 27	1.015

A dividend was declared on the Class B-1 Stock and the Series B Preferred Stock of the Company in the amount equal to all unpaid dividends on such shares from the date of issue to March 31, 2019 at the rate of 7.5% per annum payable on March 27, 2019 to the holders of record of Class B-1 Stock and the Series B Preferred Stock on March 27, 2019 for a combined distribution total of approximately $467.3 million.

In the second quarter of 2019, a dividend was declared on the Class B-1 Stock and the Series B Preferred Stock of the Company in the amount equal to all unpaid dividends on such shares from March 31, 2019 to June 25, 2019 at the rate of 7.5% per annum payable on June 25, 2019 to the holders of record of Class B-1 Stock and the Series B Preferred Stock on June 25, 2019 for a combined distribution total of approximately $183.8 million.

Class B-1 Stock Issuance & Repurchase

In the first quarter of 2019, BPYU repurchased 10,496,703 shares of Class B-1 Stock held by BPR FIN 1 Subco LLC, a related party, for fair market value consideration of $224.5 million, being the redemption amount of the shares acquired at $21.39 per share.

In the fourth quarter of 2019, BPYU issued 13,712,834 shares of Class B-1 Stock to BPR FIN 1 Subco LLC, a related party, due to a contribution of $293.3 million, equal to $21.39 per share.

In the third quarter 2020, BPYU issued 19,367,288 shares of Class B-1 Stock to BPR FIN I Subco LLC, a related party, due to total contributions of $414.3 million, equal to $21.39 per share.

Class B-2 Stock Exchange

On June 26, 2019, following the effectiveness of the Restated Charter, certain subsidiaries of BPR FIN 1 Subco LLC, a related party, exchanged an aggregate of 121,203,654 shares of Class B-1 Stock held by such subsidiaries for 121,203,654 shares of Class B-2 Stock.

Preferred Stock

On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the "Pre-Merger Preferred Stock") at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. In connection with the BPY Transaction, each share of Pre-Merger Preferred Stock was converted into one share of 6.375% Series A cumulative redeemable preferred stock of BPYU (the "Series A Preferred Stock"). The Company's Series A Preferred Stock is listed on Nasdaq. Our Series A Preferred Stock has traded on Nasdaq under the symbol "BPYUP" since March 2, 2020, prior to which it traded under the symbol "BPRAP". The Series A Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%. The dividend is paid in arrears in preference to dividends on our Class A Stock, and reduces net income available to stockholders, and therefore, earnings per share.

The Series A Preferred Stock does not have a stated maturity date but we may redeem the Series A Preferred Stock for $25.00 per share plus all accrued and unpaid dividends. Upon certain circumstances surrounding a change of control, holders of Series A Preferred Stock may elect to convert each share of their Series A Preferred Stock into a number of shares of Class A Stock or Class C Stock, at the option of the holder, equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 2.4679 shares of Class A Stock or Class C Stock (subject to certain adjustments related to splits, subdivisions, or combinations). The BPY Transaction did not meet the definition of a change in control per the certificate of designation governing the Series A Preferred Stock.

Our Board of Directors declared preferred stock dividends during 2020 and 2019 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2020
November 5	December 15, 2020	January 1, 2021	$	0.3984
August 5	September 15, 2020	October 1, 2020	0.3984
May 7	June 15, 2020	July 1, 2020	0.3984
February 5	March 15, 2020	April 1, 2020	0.3984
2019
November 4	December 13, 2019	January 1, 2020	$	0.3984
August 1	September 13, 2019	October 1, 2019	0.3984
May 6	June 14, 2019	July 1, 2019	0.3984
February 6	March 15, 2019	April 1, 2019	0.3984

Accumulated Other Comprehensive Loss

The following table reflects the components of accumulated other comprehensive loss as of September 30, 2020 and 2019:

	September 30, 2020		September 30, 2019
Net unrealized gains on financial instruments	$	30	$	12
Foreign currency translation	(104,351)		(87,530)
AOCI - minority interest	1,722		—
Accumulated other comprehensive loss	$	(102,599)	$	(87,518)

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

Class A Stock

Income available to Class A stockholders is limited to distributed income or dividends declared. Additionally, for purposes of allocating earnings to Class A Stock, the portion of the change in the carrying amount of Class A Stock that reflects a redemption in excess of fair value is considered a dividend to the Class A stockholders. As the Class A Stock redemption value approximates its fair value, basic and diluted earnings per share ("EPS") for Class A Stock is equivalent to the dividends declared for the period January 1, 2020 through September 30, 2020. There were 64,024,422 and 41,743,422 shares of Class A Stock outstanding as of December 31, 2019 and September 30, 2020, respectively. EPS is not presented for Class B Stock, Series B Preferred Stock or Class C Stock as these classes of stock are not publicly traded.

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STOCK-BASED COMPENSATION PLANS

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS

The GGP Inc. 2010 Equity Plan (the "Equity Plan"), renamed as the Amended and Restated Brookfield Property REIT Inc. 2010 Equity Incentive Plan on August 28, 2018 in connection with the BPY Transaction, reserves for the issuance of 4% of outstanding Class A Stock on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the "Awards"). The Company's directors, officers and other employees and those of its subsidiaries and affiliates are eligible for the Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of BPYU's Class A Stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years. In addition to the Equity Plan, effective February 20, 2019, the Brookfield Property Group Restricted BPR Class A Stock Plan and Brookfield Property L.P. FV LTIP Unit Plan (the "2019 Plans") provide for grants of Restricted Class A Shares of BPR, now BPYU, stock and FV LTIP Units of Brookfield Property L.P. respectively. Officers and employees of any member of the Brookfield Properties Group and of their respective affiliates are eligible for Awards under these plans.

In connection with the BPY Transaction, the Equity Plan was amended and certain outstanding awards were modified. All outstanding GGP in and out of the money options were canceled and replaced with Class A Stock of BPYU and BPY options, respectively. Certain existing appreciation only LTIP awards were canceled and replaced with substitute awards of a BPY affiliate. Outstanding restricted GGP shares were replaced with restricted shares of Class A Stock. As the awards were modified in conjunction with an equity restructuring, they were accounted for as modifications. Incremental compensation cost was measured as the excess of the fair value of the replacement awards over the fair value of the original awards immediately before the terms were modified. Total compensation cost measured at the date of modification was the grant-date fair value of the original awards for which the requisite service is expected to be rendered (or has already been rendered) plus the incremental cost associated with the replacement awards. For vested awards, incremental compensation cost was recognized on the modification date. For unvested awards, incremental compensation cost is being recognized over the remaining service period.

Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2020 and 2019 is summarized in the following table in thousands:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Stock options - Property management and other costs	$	—	$	10	$	—	$	40
Stock options - General and administrative	—		—		—		4
Restricted stock - Property management and other costs (1)	2,945		1,477		5,269		4,601
Restricted stock - General and administrative	802		508		2,051		1,268
LTIP Units - Property management and other costs	8		51		18		206
LTIP Units - General and administrative	15		204		36		1,578
Total	$	3,770	$	2,250	$	7,374	$	7,697

(1)    As a part of the reduction in workforce and early retirement plan offers, the expense of the restricted stock acceleration occurred in the third quarter. However, the vesting of the stock will not occur until the fourth quarter due to timing of the agreements.

The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan and the 2019 Plans for the nine months ended September 30, 2020 and 2019:

	2020			2019
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Stock options Outstanding at January 1,	175,799	$	25.66	1,011,523	$	19.71
Granted	—	—		—	—
Exercised	—	—		(773,642)	17.91
Forfeited	—	—		(13)	26.05
Expired	(39,137)	24.30		—	—
Stock options Outstanding at September 30,	136,662	$	26.05	237,868	$	25.59

	2020			2019
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
LTIP Units Outstanding at January 1,	2,177,668	$	24.11	3,921,175	$	25.96
Granted (1)	24,251	18.56		—	—
Exercised	(54,540)	26.83		(1,715,722)	28.34
Forfeited	—	—		(19,793)	22.42
Expired	(271,463)	22.42		—	—
LTIP Units Outstanding at September 30,	1,875,916	$	24.20	2,185,660	$	24.12

(1)    Granted by an affiliated operating partnership of the Company.

	2020			2019
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Restricted Stock Outstanding at January 1,	1,149,164	$	20.98	986,937	$	22.48
Granted	851,102	18.57		647,226	19.94
Vested	(256,329)	22.09		(401,528)	22.60
Forfeited	(66,585)	19.75		(39,776)	21.16
Restricted Stock Outstanding at September 30,	1,677,352	$	19.64	1,192,859	$	21.11

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ACCOUNTS RECEIVABLE, NET

9 Months Ended

Sep. 30, 2020

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2020		December 31, 2019
Trade receivables	$	484,046	$	111,582
Short-term tenant receivables	6,271		4,198
Straight-line rent receivable	158,519		144,249
Other accounts receivable	3,334		2,725
Total accounts receivable	652,170		262,754
Provision for doubtful accounts	(88,558)		(27,826)
Total accounts receivable, net	$	563,612	$	234,928

NOTES RECEIVABLE

The following table summarizes the significant components of notes receivable.

	September 30, 2020		December 31, 2019
Notes receivable	$	40,566	$	69,963
Accrued interest	4,006		6,347
Total notes receivable	$	44,572	$	76,310

On December 20, 2019 the Company issued a $31.7 million subordinated unsecured note to an institutional investor. The note was repaid in full on January 7, 2020.

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NOTES RECEIVABLE

9 Months Ended

Sep. 30, 2020

Receivables [Abstract]

NOTES RECEIVABLE

ACCOUNTS RECEIVABLE, NET

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2020		December 31, 2019
Trade receivables	$	484,046	$	111,582
Short-term tenant receivables	6,271		4,198
Straight-line rent receivable	158,519		144,249
Other accounts receivable	3,334		2,725
Total accounts receivable	652,170		262,754
Provision for doubtful accounts	(88,558)		(27,826)
Total accounts receivable, net	$	563,612	$	234,928

NOTES RECEIVABLE

The following table summarizes the significant components of notes receivable.

	September 30, 2020		December 31, 2019
Notes receivable	$	40,566	$	69,963
Accrued interest	4,006		6,347
Total notes receivable	$	44,572	$	76,310

On December 20, 2019 the Company issued a $31.7 million subordinated unsecured note to an institutional investor. The note was repaid in full on January 7, 2020.

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PREPAID EXPENSES AND OTHER ASSETS

9 Months Ended

Sep. 30, 2020

Prepaid Expense and Other Assets [Abstract]

PREPAID EXPENSES AND OTHER ASSETS

PREPAID EXPENSES AND OTHER ASSETS

The following table summarizes the significant components of prepaid expenses and other assets.

	September 30, 2020						December 31, 2019
	Gross Asset		Accumulated Amortization		Balance		Gross Asset		Accumulated Amortization		Balance
Intangible assets:
Above-market tenant leases, net	$	152,078	$	(68,651)	$	83,427	$	177,480	$	(79,467)	$	98,013
Real estate tax stabilization agreement, net	111,506		(62,438)		49,068		111,506		(57,704)		53,802
Total intangible assets	$	263,584	$	(131,089)	$	132,495	$	288,986	$	(137,171)	$	151,815
Remaining prepaid expenses and other assets:
Restricted cash					93,442						77,683
Security and escrow deposits					1,303						1,259
Prepaid expenses					43,694						27,632
Other non-tenant receivables					65,543						56,948
Operating lease right of use assets, net					394,987						402,573
Finance lease right of use assets, net					7,899						7,995
Other					18,469						19,155
Total remaining prepaid expenses and other assets					625,337						593,245
Total prepaid expenses and other assets					$	757,832					$	745,060

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2020

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following table summarizes the significant components of accounts payable and accrued expenses.

	September 30, 2020						December 31, 2019
	Gross  Liability		Accumulated Accretion		Balance		Gross  Liability		Accumulated Accretion		Balance
Intangible liabilities:
Below-market tenant leases, net	227,451		(64,897)		$	162,554	218,608		(56,893)		$	161,715
Total intangible liabilities	$	227,451	$	(64,897)	$	162,554	$	218,608	$	(56,893)	$	161,715
Remaining accounts payable and accrued expenses:
Accrued interest					66,955						42,371
Accounts payable and accrued expenses					100,400						71,720
Accrued real estate taxes					82,845						53,210
Deferred gains/income					85,762						85,598
Accrued payroll and other employee liabilities					65,876						61,002
Construction payable					265,716						301,096
Tenant and other deposits					15,221						15,078
Insurance reserve liability					12,433						12,787
Finance lease obligations					9,093						9,094
Conditional asset retirement obligation liability					2,528						3,275
Lease liability right of use					75,828						78,500
Other					79,833						131,684
Total remaining Accounts payable and accrued expenses					862,490						865,415
Total Accounts payable and accrued expenses					$	1,025,044					$	1,027,130

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LITIGATION

9 Months Ended

Sep. 30, 2020

LITIGATION

LITIGATION

LITIGATION

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

The Company is subject to litigation related to the BPY Transaction. The Company cannot predict the outcome of pending litigation, nor can it predict the amount of time and expense that will be required to resolve such litigation.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income (Loss):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	4,254	$	3,475	$	13,249	$	9,667
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	3,315		3,475		9,805		9,667

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Subsequent to September 30, 2020, the Company repurchased 2,613,565 shares of Class A Stock at an average purchase price of $13.32 per share for an aggregate cost of approximately $34.8 million.

Subsequent to September 30, 2020, the Company issued 1,469,319 shares of Class B-1 Stock at an average price of $21.39 per share, for total aggregate proceeds of $31.4 million.

On October 30, 2020, the Company conveyed one property to the lender in satisfaction of $59.0 million in outstanding debt.

On November 6, 2020, the Company extended its forbearance agreement related to the loan at The Mall in Columbia until November 23, 2020 while replacement financing is finalized. A principal repayment of $28.0 million was made in conjunction with the extension.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of BPYU, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of BPROP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. The Operating Partnership and each of our consolidated joint ventures are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnership and our consolidated joint ventures, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities.

We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use property operations in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue or combined assets. When assessing segment operating performance, certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization are excluded from property operations, which are a result of GGP's emergence from bankruptcy, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment.

Acquisitions of Operating Properties

Acquisitions of Operating Properties (Note 3)

The fair values of tangible assets are determined on an "if vacant" basis. The "if vacant" fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the "if vacant" value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value.

The estimated fair value of in-place tenant leases includes lease origination costs (costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance, and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of the acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant.

Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably certain. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term.

Management Fees and Other Corporate Revenues

Management Fees and Other Corporate RevenuesManagement fees and other corporate revenues primarily represent real estate management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss). Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income (loss) of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income (Loss) and in property management and other costs in the Condensed Combined Statements of Income in Note 5.

Impairment

Impairment

Operating Properties

We regularly review our Consolidated Properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy, debt maturities, changes in management's intent with respect to the properties and prevailing market conditions.

If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property.

Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company's expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

Impairment charges are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition.

Concentrations of Credit Risk

Concentrations of Credit RiskFinancial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic ("COVID-19" or "the global economic shutdown" or "the shutdown"), lessors may provide rent deferrals and other lease concessions to lessees. In April 2020, the Financial Accounting Standards Board ("FASB") staff issued a question and answer document (the "Lease Modification Q&A") focused on the application of lease accounting guidance to lease concessions provided as a result of the global economic shutdown. Under existing lease guidance, economic relief that is agreed to or negotiated outside of the original lease agreement is typically considered a lease modification, in which case both the lessee and lessor would be required to apply the respective modification frameworks. However, if the lessee was entitled to the economic relief because of either contractual or legal rights, the relief would be accounted for outside of the modification framework. Although the original lease modification guidance in ASC 842, Leases remain appropriate to address routine lease modifications, the Lease Modification Q&A established a different framework to account for certain lease concessions granted in response to the global economic shutdown. The Lease Modification Q&A allows the Company, if certain criteria have been met, to make an accounting policy election to account for COVID-19 related lease concessions as either a lease modification or a negative variable adjustment to rental revenue. Such election is required to be applied consistently to leases with similar characteristics and similar circumstances.

The Company has elected to apply such relief and will avail itself of the election to treat leases as lease modifications, thereby avoiding performing a lease by lease analysis for the lease concessions that were (1) granted as relief due to the shutdown and (2) result in the cash flows remaining substantially the same or less than the original contract. The adoption of this standard did not materially impact the Company's consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326: Measurement of Credit Losses on Financial Instruments), which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of this new guidance. The Company adopted this standard on January 1, 2020 which did not materially impact its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement. Public entities will be required to disclose the following: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. In addition, public entities will no longer be required to disclose the following: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels and (iii) the valuation processes for Level 3 fair value measurements. The new pronouncement also clarifies and modifies certain existing provisions, including eliminating "at a minimum" from the phrase "an entity shall disclose at a minimum" to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and clarifying that materiality is an appropriate consideration when evaluating disclosure requirements. The Company adopted this standard on January 1, 2020 which did not materially impact its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. This temporary guidance is effective as of March 12, 2020 through December 31, 2022 to ease potential burdens related to the accounting for, or recognizing the effects of, reference rate reform on financial reporting. The guidance provides optional expedients for applying existing GAAP to contract modifications and hedging relationships affected by the move of global capital markets away from interbank offered rates, most notably the London Interbank Offered Rate (LIBOR). The Company has not adopted any of the optional expedients or exceptions as of September 30, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to allocating the purchase price of real estate acquisitions, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Schedule of gross asset balances of in-place value of tenant leases

The gross asset balances and accumulated amortization of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.

	Gross Asset		Accumulated Amortization		Net Carrying Amount
As of September 30, 2020
Tenant leases:
In-place value	$	314,921	$	(99,142)	$	215,779
As of December 31, 2019
Tenant leases:
In-place value	$	311,838	$	(72,658)	$	239,180

Schedule of effects of amortization/accretion of all intangibles on Income (loss) from continuing operations

Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, had the following effects on our income from continuing operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Amortization/accretion effect on continuing operations	$	(16,079)	$	(8,665)	$	(61,235)	$	(18,446)

Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations

Future amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15, is estimated to decrease results from continuing operations as follows:

Year	Amount
2020 Remaining	$	14,771
2021	42,449
2022	31,641
2023	24,163
2024	19,974

Summary of management fees from affiliates and entity's share of management fee expense

The following table summarizes the management fees from affiliates and our share of the management fee expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Management fees from affiliates	$	28,923	$	44,206	$	90,826	$	123,444
Management fee expense	(9,007)		(11,956)		(25,911)		(36,485)
Net management fees from affiliates	$	19,916	$	32,250	$	64,915	$	86,959

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ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The table below summarizes the gain from changes in control of investment properties ($ in millions):

Fair value of Investment in Unconsolidated Real Estate Affiliates as of change in control	$	404.0
Less: carrying value of Investment in Unconsolidated Real Estate Affiliates	364.3
Gain from changes in control of investment properties and other, net	$	39.7

The following table summarizes the allocation of the purchase price to net assets acquired at the date of acquisition. The allocation were based on the relative fair value of the assets acquired and liabilities assumed ($ in millions):

Investment in real estate, including intangible assets and liabilities	$	1,560.5
Debt held by the joint venture	(720.0)
Net working capital	(32.5)
Net assets acquired	$	808.0

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FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Nonrecurring Basis

The following table summarizes certain of our assets that are measured at fair value on a nonrecurring basis as a result of impairment charges recorded. During the three months ended September 30, 2020, we recognized no impairment charges. During the nine months ended September 30, 2020, we recognized $71.5 million in impairment charges. During the three and nine months ended September 30, 2019, we recognized $38.8 million and $223.1 million in impairment charges, respectively.

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Provisions for Impairment
Nine months ended September 30, 2020
Investments in real estate (1)	$	86,337	$	—	$	—	$	86,337	$	71,455
Three months ended September 30, 2019
Investments in real estate (1)	$	419,327	$	—	$	—	$	419,327	$	38,794
Nine months ended September 30, 2019
Investments in real estate (1)	$	599,721	$	—	$	—	$	599,721	$	223,142

(1)    The impairment recorded on the Investments in real estate balance represents a loss incurred at a consolidated property. Refer to Note 5 for information regarding the impairment losses recorded on our Unconsolidated Real Estate Affiliates.

Unobservable Quantitative Input	Rate
Nine months ended September 30, 2020
Discount rate	10.75%
Terminal capitalization rate	9.50%
Three months ended September 30, 2019
Agreed upon purchase price	N/A
Nine months ended September 30, 2019
Discount rates	5.50%
Terminal capitalization rate	4.00%

Fair Value of Debt

Management's estimates of fair value are presented below for our debt as of September 30, 2020 and December 31, 2019.

	September 30, 2020				December 31, 2019
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (2)		Estimated Fair Value
Fixed-rate debt	$	8,854,870	$	8,813,125	$	8,627,332	$	8,631,704
Variable-rate debt	7,475,259		7,527,617		7,275,562		7,355,744
	$	16,330,129	$	16,340,742	$	15,902,894	$	15,987,448

(1)     Includes net market rate adjustments of $3.5 million and deferred financing costs of $113.3 million, net.

(2)    Includes net market rate adjustments of $4.7 million and deferred financing costs of $131.8 million, net

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)

9 Months Ended

Sep. 30, 2020

UNCONSOLIDATED REAL ESTATE AFFILIATES

Schedule of summarized financial information for Unconsolidated Real Estate Affiliates

(Note 2).

	September 30, 2020		December 31, 2019
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	3,470,227	$	3,458,485
Buildings and equipment	21,973,927		22,119,745
Less accumulated depreciation	(4,525,417)		(4,303,109)
Construction in progress	411,147		657,170
Net investment in real estate	21,329,884		21,932,291
Cash and cash equivalents	548,509		662,879
Accounts receivable, net	737,208		344,946
Notes receivable	20,648		22,497
Deferred expenses, net	397,361		428,460
Prepaid expenses and other assets	551,389		692,407
Total assets	$	23,584,999	$	24,083,480
Liabilities and Owners' Equity:	\
Mortgages, notes and loans payable	$	14,757,099	$	15,173,099
Accounts payable, accrued expenses, and other liabilities	946,378		1,079,915
Cumulative effect of foreign currency translation ("CFCT")	(33,230)		(9,985)
Owners' equity, excluding CFCT	7,914,752		7,840,451
Total liabilities and owners' equity	$	23,584,999	$	24,083,480
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	$	7,881,522	$	7,830,466
Less: joint venture partners' equity	(4,414,973)		(4,357,244)
Plus: excess investment/basis differences	829,842		954,262
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	4,296,391		4,427,484
Investment in Unconsolidated Real Estate Affiliates, net (securities)	34,405		57,061
Retail investment, net	—		24,182
Investment in Unconsolidated Real Estate Affiliates, net	$	4,330,796	$	4,508,727
Reconciliation - Investment in Unconsolidated Real Estate Affiliates:
Asset - Investment in Unconsolidated Real Estate Affiliates	$	4,461,997	$	4,634,292
Liability - Investment in Unconsolidated Real Estate Affiliates	(131,201)		(125,565)
Investment in Unconsolidated Real Estate Affiliates, net	$	4,330,796	$	4,508,727

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Condensed Combined Statements of Income (Loss) - Unconsolidated Real Estate Affiliates
Revenues:
Rental revenues, net	$	463,181	$	622,704	$	1,507,450	$	1,885,482
Condominium sales	—		9,390		16,215		9,390
Other	6,695		51,224		32,650		85,059
Total revenues	469,876		683,318		1,556,315		1,979,931
Operating Expenses:
Real estate taxes	51,806		61,633		162,846		184,215
Property maintenance costs	9,668		11,886		33,326		40,026
Marketing	3,810		4,111		12,923		13,930
Other property operating costs	72,908		87,034		208,412		249,925
Condominium cost of sales	6		6,844		9,930		6,844
Property management and other costs (1)	20,780		27,645		59,973		83,649
General and administrative	183		1,309		1,153		3,440
Provision for impairment	4,939		—		88,856		—
Depreciation and amortization	228,222		254,413		680,430		780,729
Total operating expenses	392,322		454,875		1,257,849		1,362,758
Interest income	372		3,288		4,087		8,783
Interest expense	(161,672)		(188,722)		(495,283)		(538,394)
Provision for income taxes	(640)		(354)		(1,471)		(743)
Equity in loss of unconsolidated joint ventures	—		(6,254)		—		(23,498)
Income (loss) from continuing operations	(84,386)		36,401		(194,201)		63,321
Allocation to noncontrolling interests	(2)		(13)		(26)		(40)
Net income (loss) attributable to the ventures	$	(84,388)	$	36,388	$	(194,227)	$	63,281
Equity In Income (Loss) of Unconsolidated Real Estate Affiliates:
Net income (loss) attributable to the ventures	$	(84,388)	$	36,388	$	(194,227)	$	63,281
Joint venture partners' share of (income) loss	45,615		(15,576)		108,146		(28,202)
Gain on retail investment	—		5,785		—		1,249
Amortization of capital or basis differences	(5,382)		(10,452)		(19,343)		(35,894)
Equity in loss of Unconsolidated Real Estate Affiliates	$	(44,155)	$	16,145	$	(105,424)	$	434

(1)     Includes management fees charged to the unconsolidated joint ventures by BPRRS and BPRI.

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MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Summary of mortgages, notes and loans payable and weighted average interest rates

Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows:

	September 30, 2020 (1)		Weighted-Average Interest Rate (2)		December 31, 2019 (3)		Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	7,923,131	4.21	%	$	7,638,697	4.21	%
Senior secured notes - silver bonds	931,739		5.75	%	988,635		5.75	%
Total fixed-rate debt	8,854,870		4.37	%	8,627,332		4.39	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	2,565,216		3.25	%	2,594,182		4.20	%
Unsecured corporate debt (5)	4,910,043		2.81	%	4,681,380		4.16	%
Total variable-rate debt	7,475,259		2.96	%	7,275,562		4.17	%
Total Mortgages, notes and loans payable	$	16,330,129	3.72	%	$	15,902,894	4.29	%
Junior subordinated notes	$	206,200	1.72	%	$	206,200	3.39	%

(1)     Includes $3.5 million of market rate adjustments and $113.3 million of deferred financing costs, net.

(2)    Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financing costs.

(3)     Includes $4.7 million of market rate adjustments and $131.8 million of deferred financing costs, net.

(4)     $1.3 billion of the variable-rate balance is cross-collateralized.

(5)    Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs.

Schedule of terms of unsecured debt obligations

We have certain debt obligations, the terms of which are described below:

	September 30, 2020 (1)		Weighted-Average Interest Rate		December 31, 2019 (2)		Weighted-Average Interest Rate
Corporate debt:
Senior secured corporate debt	$	4,981,767	2.81	%	$	4,769,510	4.16	%
Senior secured notes - silver bonds	945,360		5.75	%	999,950		5.75	%
Total corporate debt	$	5,927,127	3.28	%	5,769,460		4.44	%

(1)    Excludes deferred financing costs of $85.3 million in 2020 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

(2)    Excludes deferred financing costs of $99.4 million in 2019 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.

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LEASES (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Schedule of Maturity of Operating Leases

The maturity of our operating lease liabilities as of September 30, 2020 is as follows:

Year	Amount
Remainder of 2020	$	2,316
2021	9,470
2022	9,704
2023	9,968
2024	10,200
2025	10,439
2026 and thereafter	155,012
Total undiscounted lease payments	207,109
Less: Present value adjustment	(131,281)
Total lease liability	$	75,828

Schedule of Lease Payments to be Received From Operating Leases

The maturity analysis of the lease payments we expect to receive from our operating leases as of September 30, 2020 is as follows:

Year	Amount
Remainder of 2020	$	276,694
2021	1,047,375
2022	947,590
2023	828,518
2024	693,861
2025	566,118
Subsequent	1,820,055
	$	6,180,211

Schedule of Rental Revenues from Operating Leases

In accordance with the terms of our operating leases, we bill our tenants separately for minimum rents, tenant recoveries, overage rents and lease termination income as shown below for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
Minimum rents, billed	$	249,167	$	224,326	$	752,053	$	665,263
Tenant recoveries, billed	101,133		89,253		298,029		269,346
Lease termination income, billed	2,637		3,875		5,004		6,320
Overage rent, billed	1,567		2,865		7,060		9,159
Total contractual operating lease billings	354,504		320,319		1,062,146		950,088
Adjustment to recognize contractual operating lease billings on a straight-line basis	1,757		1,684		5,943		5,633
Above and below-market tenant leases, net	7,193		(37)		7,995		7,250
Less provision for doubtful accounts	(36,747)		(4,497)		(56,475)		(8,243)
Total rental revenues, net	$	326,707	$	317,469	$	1,019,609	$	954,728

Of the

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Schedule of activity included in allocation to noncontrolling interests

The following table reflects the activity included in the allocation to noncontrolling interests.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Distributions to preferred BPROP units ("Preferred Units")	$	(900)	$	(1,352)	$	(2,716)	$	(4,389)
Net loss allocated to noncontrolling interest in consolidated real estate affiliates	724		389		10,089		10,309
Net loss allocated to noncontrolling interest of the Operating Partnership (1)	19,806		4,329		53,434		28,697
Allocation to noncontrolling interests	19,630		3,366		60,807		34,617
Other comprehensive loss allocated to noncontrolling interests	96		—		1,722		—
Comprehensive loss allocated to noncontrolling interests	$	19,726	$	3,366	$	62,529	$	34,617

_______________________________________________________________________________

(1)    Represents the noncontrolling interest of our institutional investor.

Schedule of Redeemable Noncontrolling Interest Activity [Table Text Block]

The following table reflects the activity of the common redeemable noncontrolling interests for the three and nine months ended September 30, 2020 and 2019.

Balance at January 1, 2019	$	73,696
Net income	3,358
Series K Preferred Unit redemption	(14,935)
Balance at March 31, 2019	62,119
Net income	103
Balance at June 30, 2019	62,222
Net income	42
Balance at September 30, 2019	$	62,264
Balance at January 1, 2020	$	62,235
Net loss	(441)
Series K Preferred Unit redemption	(388)
Balance at March 31, 2020	61,406
Net income	441
Series K Preferred Unit redemption	(10)
Balance at June 30, 2020	61,837
Series K Preferred Unit redemption	(167)
Balance at September 30, 2020	$	61,670

Summary of dividends declared

Our Board of Directors declared Class A Stock dividends during 2020 and 2019 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2020
November 5	November 30	December 31	$	0.3325
August 5	August 31	September 30	0.3325
May 7	May 29	June 30	0.3325
February 5	February 28	March 31	0.3325
2019
November 4	November 29	December 31	$	0.3300
August 1	August 30	September 30	0.3300
May 6	May 31	June 28	0.3300
February 6	February 28	March 29	0.3300

Our Board of Directors declared dividends on these classes of stock during 2019 as follows:

Class B-1 Stock Dividends

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
November 4	December 25	December 25	$	0.110

On November 4, 2019, a partial dividend was declared in the amount of $0.11 per share of the Class B-1 Stock.

Class B-2 Stock Dividends

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
November 4	December 25	December 25	$	0.110

On November 4, 2019, a partial dividend was declared in the amount of $0.11 per share of the Class B-2 Stock.

Combined Class B stock and Series B Preferred Stock (Prior to Restated Charter)

Declaration Date	Record Date	Payment Date	Average Dividend Per Share
2019
May 25	June 25	June 25	$	0.397
March 25	March 27	March 27	1.015

Schedule of Preferred Dividends Payable

Our Board of Directors declared preferred stock dividends during 2020 and 2019 as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
2020
November 5	December 15, 2020	January 1, 2021	$	0.3984
August 5	September 15, 2020	October 1, 2020	0.3984
May 7	June 15, 2020	July 1, 2020	0.3984
February 5	March 15, 2020	April 1, 2020	0.3984
2019
November 4	December 13, 2019	January 1, 2020	$	0.3984
August 1	September 13, 2019	October 1, 2019	0.3984
May 6	June 14, 2019	July 1, 2019	0.3984
February 6	March 15, 2019	April 1, 2019	0.3984

Schedule of accumulated other comprehensive loss

The following table reflects the components of accumulated other comprehensive loss as of September 30, 2020 and 2019:

	September 30, 2020		September 30, 2019
Net unrealized gains on financial instruments	$	30	$	12
Foreign currency translation	(104,351)		(87,530)
AOCI - minority interest	1,722		—
Accumulated other comprehensive loss	$	(102,599)	$	(87,518)

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STOCK-BASED COMPENSATION PLANS (Tables)

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Summary of compensation expense related to stock-based compensation plans

Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2020 and 2019 is summarized in the following table in thousands:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Stock options - Property management and other costs	$	—	$	10	$	—	$	40
Stock options - General and administrative	—		—		—		4
Restricted stock - Property management and other costs (1)	2,945		1,477		5,269		4,601
Restricted stock - General and administrative	802		508		2,051		1,268
LTIP Units - Property management and other costs	8		51		18		206
LTIP Units - General and administrative	15		204		36		1,578
Total	$	3,770	$	2,250	$	7,374	$	7,697

Summary of stock option activity

The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan and the 2019 Plans for the nine months ended September 30, 2020 and 2019:

	2020			2019
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Stock options Outstanding at January 1,	175,799	$	25.66	1,011,523	$	19.71
Granted	—	—		—	—
Exercised	—	—		(773,642)	17.91
Forfeited	—	—		(13)	26.05
Expired	(39,137)	24.30		—	—
Stock options Outstanding at September 30,	136,662	$	26.05	237,868	$	25.59

Summary of LTIP Unit and Restricted stock activity

	2020			2019
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
LTIP Units Outstanding at January 1,	2,177,668	$	24.11	3,921,175	$	25.96
Granted (1)	24,251	18.56		—	—
Exercised	(54,540)	26.83		(1,715,722)	28.34
Forfeited	—	—		(19,793)	22.42
Expired	(271,463)	22.42		—	—
LTIP Units Outstanding at September 30,	1,875,916	$	24.20	2,185,660	$	24.12

(1)    Granted by an affiliated operating partnership of the Company.

	2020			2019
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Restricted Stock Outstanding at January 1,	1,149,164	$	20.98	986,937	$	22.48
Granted	851,102	18.57		647,226	19.94
Vested	(256,329)	22.09		(401,528)	22.60
Forfeited	(66,585)	19.75		(39,776)	21.16
Restricted Stock Outstanding at September 30,	1,677,352	$	19.64	1,192,859	$	21.11

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ACCOUNTS RECEIVABLE, NET (Tables)

9 Months Ended

Sep. 30, 2020

Receivables [Abstract]

Summary of significant components of accounts receivable, net

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2020		December 31, 2019
Trade receivables	$	484,046	$	111,582
Short-term tenant receivables	6,271		4,198
Straight-line rent receivable	158,519		144,249
Other accounts receivable	3,334		2,725
Total accounts receivable	652,170		262,754
Provision for doubtful accounts	(88,558)		(27,826)
Total accounts receivable, net	$	563,612	$	234,928

The following table summarizes the significant components of notes receivable.

	September 30, 2020		December 31, 2019
Notes receivable	$	40,566	$	69,963
Accrued interest	4,006		6,347
Total notes receivable	$	44,572	$	76,310

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NOTES RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2020

Receivables [Abstract]

Summary of significant components of notes receivable

The following table summarizes the significant components of accounts receivable, net.

	September 30, 2020		December 31, 2019
Trade receivables	$	484,046	$	111,582
Short-term tenant receivables	6,271		4,198
Straight-line rent receivable	158,519		144,249
Other accounts receivable	3,334		2,725
Total accounts receivable	652,170		262,754
Provision for doubtful accounts	(88,558)		(27,826)
Total accounts receivable, net	$	563,612	$	234,928

The following table summarizes the significant components of notes receivable.

	September 30, 2020		December 31, 2019
Notes receivable	$	40,566	$	69,963
Accrued interest	4,006		6,347
Total notes receivable	$	44,572	$	76,310

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PREPAID EXPENSES AND OTHER ASSETS (Tables)

9 Months Ended

Sep. 30, 2020

Prepaid Expense and Other Assets [Abstract]

Summary of significant components of Prepaid expenses and other assets

The following table summarizes the significant components of prepaid expenses and other assets.

	September 30, 2020						December 31, 2019
	Gross Asset		Accumulated Amortization		Balance		Gross Asset		Accumulated Amortization		Balance
Intangible assets:
Above-market tenant leases, net	$	152,078	$	(68,651)	$	83,427	$	177,480	$	(79,467)	$	98,013
Real estate tax stabilization agreement, net	111,506		(62,438)		49,068		111,506		(57,704)		53,802
Total intangible assets	$	263,584	$	(131,089)	$	132,495	$	288,986	$	(137,171)	$	151,815
Remaining prepaid expenses and other assets:
Restricted cash					93,442						77,683
Security and escrow deposits					1,303						1,259
Prepaid expenses					43,694						27,632
Other non-tenant receivables					65,543						56,948
Operating lease right of use assets, net					394,987						402,573
Finance lease right of use assets, net					7,899						7,995
Other					18,469						19,155
Total remaining prepaid expenses and other assets					625,337						593,245
Total prepaid expenses and other assets					$	757,832					$	745,060

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2020

Payables and Accruals [Abstract]

Summary of significant components of Accounts payable and accrued expenses

The following table summarizes the significant components of accounts payable and accrued expenses.

	September 30, 2020						December 31, 2019
	Gross  Liability		Accumulated Accretion		Balance		Gross  Liability		Accumulated Accretion		Balance
Intangible liabilities:
Below-market tenant leases, net	227,451		(64,897)		$	162,554	218,608		(56,893)		$	161,715
Total intangible liabilities	$	227,451	$	(64,897)	$	162,554	$	218,608	$	(56,893)	$	161,715
Remaining accounts payable and accrued expenses:
Accrued interest					66,955						42,371
Accounts payable and accrued expenses					100,400						71,720
Accrued real estate taxes					82,845						53,210
Deferred gains/income					85,762						85,598
Accrued payroll and other employee liabilities					65,876						61,002
Construction payable					265,716						301,096
Tenant and other deposits					15,221						15,078
Insurance reserve liability					12,433						12,787
Finance lease obligations					9,093						9,094
Conditional asset retirement obligation liability					2,528						3,275
Lease liability right of use					75,828						78,500
Other					79,833						131,684
Total remaining Accounts payable and accrued expenses					862,490						865,415
Total Accounts payable and accrued expenses					$	1,025,044					$	1,027,130

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Summary of contractual rental expense

The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income (Loss):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Dollars in thousands)
Contractual rent expense, including participation rent	$	4,254	$	3,475	$	13,249	$	9,667
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	3,315		3,475		9,805		9,667

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ORGANIZATION (Details)	9 Months Ended
	Sep. 30, 2020 property $ / shares	Mar. 28, 2018 $ / shares
Real estate properties
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.01	$ 0.01
United States | Regional Malls
Real estate properties
Number of Real Estate Properties | property	122
Brookfield Property REIT Inc.
Real estate properties
Common equity ownership in GGP Limited Partnership (as a percent)	99.00%
Limited Partners and Certain Previous Contributors of Properties to BPROP
Real estate properties
Ownership in GGP Limited held by limited partners (as a percent)	1.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications and Properties (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 173,341		$ 197,829
Restricted cash	93,442		77,683
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	266,783	$ 237,089	$ 275,512	$ 298,693
Change in restricted cash related to operating activities	(93,671)	252,193
Change in restricted cash related to investing activities	(182,930)	(395,973)
Change in restricted cash related to financing activities	$ 267,872	$ 82,176
Minimum | Buildings and improvements
Cash and Cash Equivalents [Abstract]
Estimated useful lives	10 years
Minimum | Equipment and fixtures
Cash and Cash Equivalents [Abstract]
Estimated useful lives	3 years
Maximum | Buildings and improvements
Cash and Cash Equivalents [Abstract]
Estimated useful lives	45 years
Maximum | Equipment and fixtures
Cash and Cash Equivalents [Abstract]
Estimated useful lives	20 years
Revolving Credit Facility
Cash and Cash Equivalents [Abstract]
Credit risk exposure amount	$ 1,500,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Acquisitions of Operating Properties (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Acquisitions of operating properties
Gross Asset	$ 263,584,000		$ 263,584,000		$ 288,986,000
Accumulated Amortization	(131,089,000)		(131,089,000)		(137,171,000)
Balance	132,495,000		132,495,000		151,815,000
Amortization/accretion effect on continuing operations	(16,079,000)	$ (8,665,000)	(61,235,000)	$ (18,446,000)
Future amortization/accretion of intangibles
2020 Remaining	14,771,000		14,771,000
2021	42,449,000		42,449,000
2022	31,641,000		31,641,000
2023	24,163,000		24,163,000
2024	19,974,000		19,974,000
Tenant leases, In-place value
Acquisitions of operating properties
Gross Asset	314,921,000		314,921,000		311,838,000
Accumulated Amortization	(99,142,000)		(99,142,000)		(72,658,000)
Balance	$ 215,779,000		$ 215,779,000		$ 239,180,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Management Fees and Other Corporate Revenues, and Impairment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Management Fees and Other Corporate Revenues
Percentage of revenue earned from joint venture reported as management fees	100.00%
Management fees from affiliates	$ 28,923,000	$ 44,206,000	$ 90,826,000	$ 123,444,000
Management fee expense	(9,007,000)	(11,956,000)	(25,911,000)	(36,485,000)
Net management fees from affiliates	19,916,000	$ 32,250,000	64,915,000	$ 86,959,000
Revenue from Related Parties	$ 4,600,000		$ 12,400,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 29, 2020	Jun. 29, 2020	Jan. 01, 2020	Dec. 31, 2019	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage			10.00%
Assets	$ 22,051,720,000		$ 22,051,720,000					$ 21,973,386,000
Minimum rents	249,167,000	$ 224,326,000	752,053,000	$ 665,263,000
Tenant recoveries	101,133,000	89,253,000	298,029,000	269,346,000
Overage rent	1,567,000	2,865,000	7,060,000	9,159,000
Total contractual operating lease billings	354,504,000	320,319,000	1,062,146,000	950,088,000
Total lease liability	75,828,000		75,828,000					78,500,000
Variable-rate debt	7,475,259,000		7,475,259,000					7,275,562,000
Accumulated deficit	(5,426,952,000)		(5,426,952,000)					(5,076,455,000)
Recognition of right-of-use asset	$ 394,987,000	$ 53,779,000	$ 394,987,000	$ 53,779,000			$ 0	402,573,000	$ 73,633,000
Weighted-average discount rate	7.68%	7.36%	7.68%	7.36%
Straight-line rent receivable	$ 158,519,000		$ 158,519,000					144,249,000
Amortization of right-of-use assets			7,681,000	$ 3,934,000
Collection of Rental Income, Percent	65.00%
Contract with Customer, Refund Liability	$ 59,800,000		59,800,000		$ 36,900,000
Provision for impairment	0	$ 38,794,000	71,455,000	223,142,000
Severance Costs			12,000,000.0
Revenue from Related Parties	4,600,000		12,400,000
530 Fifth Ave [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Provision for impairment				184,300,000
SoNo Collection [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Provision for impairment				$ 38,800,000
Unconsolidated Properties
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Assets	23,584,999,000		23,584,999,000					24,083,480,000
Contract with Customer, Refund Liability	81,000,000.0		81,000,000.0			$ 47,400,000
Portion at Fair Value Measurement | Unconsolidated Properties
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract with Customer, Refund Liability	40,100,000		40,100,000		24,900,000
Straight Line Rent Receivable [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract with Customer, Refund Liability	7,400,000		7,400,000		2,400,000
Straight Line Rent Receivable [Member] | Unconsolidated Properties
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract with Customer, Refund Liability	10,100,000		10,100,000		3,000,000.0
Straight Line Rent Receivable [Member] | Portion at Fair Value Measurement | Unconsolidated Properties
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract with Customer, Refund Liability	4,800,000		4,800,000		$ 1,500,000
Revolving Credit Facility
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Variable-rate debt								5,769,460,000
Amount outstanding	$ 920,000,000.0		$ 920,000,000.0					$ 715,000,000.0

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ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY - Narrative (Details) - USD ($)																			3 Months Ended			9 Months Ended		12 Months Ended
	May 28, 2020	May 27, 2020	Mar. 11, 2020	Feb. 21, 2020	Feb. 07, 2020	Feb. 06, 2020	Jan. 14, 2020	Jan. 09, 2020	Sep. 13, 2019	Aug. 26, 2019	Aug. 25, 2019	Aug. 19, 2019	Aug. 12, 2019	Aug. 09, 2019	Jul. 26, 2019	Jun. 28, 2019	Apr. 19, 2019	Jan. 07, 2019	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Sep. 03, 2020	Jan. 01, 2020	Apr. 09, 2019	Jan. 01, 2019
Business Acquisition [Line Items]
Recognition of right-of-use asset																			$ 394,987,000	$ 402,573,000	$ 53,779,000	$ 394,987,000	$ 53,779,000	$ 402,573,000		$ 0		$ 73,633,000
Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate																						10.75%	5.50%
Preferred Stock, Par or Stated Value Per Share																			$ 0.01	$ 0.01		$ 0.01		$ 0.01
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates																						$ 84,450,000	$ 173,774,000
Real Estate Investments, Net																			$ 19,725,349,000	$ 19,905,008,000		19,725,349,000		$ 19,905,008,000
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net																			(645,000)		33,640,000	10,882,000	137,994,000
Real Estate Investment Property, Net																			15,263,352,000	15,270,716,000		15,263,352,000		15,270,716,000
Security and escrow deposits																			1,303,000	1,259,000		1,303,000		1,259,000
change in control of investment properties																			0		39,712,000	(15,433,000)	39,712,000
Retail investment, net																			0	24,182,000		0		24,182,000
Provision for impairment																			0		38,794,000	71,455,000	223,142,000
Sears JV [Member]
Business Acquisition [Line Items]
Proceeds from Sale of Real Estate													$ 5,000,000.0
Gain (Loss) on Sale of Other Investments													$ 3,600,000
Camp NYC, INC [Member]
Business Acquisition [Line Items]
Business Acquisition, Date of Acquisition Agreement			$ 5,000,000.0
Ownership in investment properties by joint venture, percentage			5.50%
Outparcels [Member]
Business Acquisition [Line Items]
Proceeds from Sale of Real Estate				$ 12,100,000
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net				$ 7,800,000
730 5th Avenue Retail [Member]
Business Acquisition [Line Items]
Partners' Capital, Other										$ (32.5)
Investment Company, Net Assets, Period Increase (Decrease)										808.0
Business Acquisition, Date of Acquisition Agreement										$ 153,000,000.0														$ 805,400,000
Ownership in investment properties by joint venture, percentage										99.677%	49.677%													50.00%
Proceeds from Sale of Real Estate										$ 12,600,000
Proceeds from Collection of Notes Receivable										249,500,000
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value										808,000,000.0
Noncontrolling Interest, Decrease from Deconsolidation										2,600,000
Interest Income, Other										54,700,000
Gain (Loss) on Sale of Investments										39,700,000
Professional Fees																				$ 400,000
Fair Value, Net Asset (Liability)										1,560.5
Contribution of Property										364,300,000
Fair Value of Assets Acquired										404,000,000.0
Fair Value, Net Asset (Liability)										$ 12,200,000
SoNo Collection [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage					12.90%	17.00%						19.50%
Proceeds from Partnership Contribution						$ 70,800,000
Sale of Stock, Percentage of Ownership before Transaction												80.50%
Provision for impairment												$ 38,800,000
Authentic Brands Group, LLC [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage								1.20%						49.30%						50.70%
Proceeds from Sales of Business, Affiliate and Productive Assets								$ 33,500,000
Proceeds from Sale of Real Estate														$ 32,100,000
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net								$ 1,400,000						16,800,000
Fair Value of Assets Acquired														$ 32,100,000
Bayside [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage																		12.00%
Proceeds from Sale of Real Estate																		$ 42,000,000.0
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net																		$ 104,400,000
Aeropostale [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage								27.00%
Proceeds from Sales of Business, Affiliate and Productive Assets								$ 36,000,000.0
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net								$ 15,100,000
Allied Esports Entertainment [Member]
Business Acquisition [Line Items]
Shares, Outstanding							758,725
Shares Issued, Price Per Share							$ 6.59
Business Acquisition, Date of Acquisition Agreement							$ 5,000,000.0
Fair Value, Option, Changes in Fair Value, Gain (Loss)																			0.6			$ 4,000,000.0
Ownership in investment properties by joint venture, percentage		9393.00%					3.20%
Coronado Center [Member]
Business Acquisition [Line Items]
Non Cash Contribution for Formation of Assets																											$ 53,100,000
Water Tower Place [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage	9393.00%
change in control of investment properties																			$ (15,400,000)
P.F Chang's [Member]
Business Acquisition [Line Items]
Business Acquisition, Date of Acquisition Agreement									$ 10,000,000.0
Ownership in investment properties by joint venture, percentage									3.20%
Industrious National Management [Member]
Business Acquisition [Line Items]
Ownership in investment properties by joint venture, percentage															2.00%
Payments to Acquire Real Estate and Real Estate Joint Ventures															$ 5,000,000.0
Mall in Columbia [Member]
Business Acquisition [Line Items]
Non Cash Contribution for Formation of Assets																									$ 45,500,000
730 5th Avenue Retail [Member]
Business Acquisition [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners										0.323%
730 5th Avenue Retail [Member]
Business Acquisition [Line Items]
Debt Instrument, Annual Principal Payment										$ (720.0)
Repayments of Debt																$ 180,000,000.0
Series B Preferred Stock [Member]
Business Acquisition [Line Items]
Shares, Outstanding																			9,717.658			9,717.658
Series B Preferred Stock [Member] | Camp NYC, INC [Member]
Business Acquisition [Line Items]
Shares, Outstanding			690,427
Preferred Stock, Par or Stated Value Per Share			$ 0.01
Shares Issued, Price Per Share			$ 7.24
Series F Preferred Stock [Member] | Pinstripes, Inc. [Member]
Business Acquisition [Line Items]
Preferred Stock, Par or Stated Value Per Share																	$ 0.01
Shares Issued, Price Per Share																	$ 8.00
Ownership in investment properties by joint venture, percentage																	7.60%
Proceeds from Sales of Business, Affiliate and Productive Assets																	$ 10.0
Series F Preferred Stock [Member] | Industrious National Management [Member]
Business Acquisition [Line Items]
Shares, Outstanding															1,250,000
Series A Preferred Stock [Member] | P.F Chang's [Member]
Business Acquisition [Line Items]
Shares, Outstanding									10,000,000
Preferred Class A [Member] | P.F Chang's [Member]
Business Acquisition [Line Items]
Preferred Stock, Par or Stated Value Per Share									$ 0.01
Common Class A
Business Acquisition [Line Items]
Shares, Outstanding																			41,743,422	64,024,422		41,743,422		64,024,422
Common Class A | P.F Chang's [Member]
Business Acquisition [Line Items]
Shares Issued, Price Per Share									$ 1.00
Series D Preferred Stock [Member] | Industrious National Management [Member]
Business Acquisition [Line Items]
Shares, Outstanding															2,255,503
Series D [Member]
Business Acquisition [Line Items]
Shares, Outstanding																			532,749.6574			532,749.6574
Series D [Member] | Industrious National Management [Member]
Business Acquisition [Line Items]
Shares Issued, Price Per Share															$ 2.22
Common Stock
Business Acquisition [Line Items]
Shares, Outstanding																			788,734.3886			788,734.3886
Common Stock | Allied Esports Entertainment [Member]
Business Acquisition [Line Items]
Preferred Stock, Par or Stated Value Per Share							$ 0.01
Unconsolidated Real Estate Affiliates
Business Acquisition [Line Items]
Recognition of right-of-use asset																			$ 68,100,000	$ 68,900,000		$ 68,100,000		$ 68,900,000
Provision for impairment																			$ 4,939,000		$ 0	$ 88,856,000	$ 0

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FAIR VALUE (Details) - USD ($)		3 Months Ended		9 Months Ended
	Apr. 19, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Sep. 29, 2019
Carrying Amount
Fixed-rate debt		$ 8,854,870,000		$ 8,854,870,000		$ 8,627,332,000
Variable-rate debt		7,475,259,000		7,475,259,000		7,275,562,000
Total Mortgages, notes and loans payable		16,330,129,000		16,330,129,000		15,902,894,000
Estimated Fair Value
Fixed-rate debt		8,813,125,000		8,813,125,000		8,631,704,000
Variable-rate debt		7,527,617,000		7,527,617,000		7,355,744,000
Total long-term debt, fair value		16,340,742,000		16,340,742,000		15,987,448,000
Market rate adjustments		3,500,000		3,500,000		4,700,000
Deferred Finance Costs, Net		113,300,000		$ 113,300,000		$ 131,800,000
Variable rate basis				LIBOR
Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate				10.75%	5.50%
Held-to-maturity, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate				9.50%	4.00%
Provision for impairment		0	$ 38,794,000	$ 71,455,000	$ 223,142,000
Pinstripes, Inc. [Member] | Series F Preferred Stock [Member]
Estimated Fair Value
Proceeds from Sales of Business, Affiliate and Productive Assets	$ 10.0
Fair Value, Inputs, Level 3 | Fair Value, Nonrecurring
Estimated Fair Value
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross		86,337	419,327	86,337	419,327		$ 599,721
Estimate of Fair Value Measurement | Fair Value, Nonrecurring
Estimated Fair Value
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross		$ 86,337	$ 419,327	$ 86,337	$ 419,327		$ 599,721
Minimum
Estimated Fair Value
Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate					9.75%
Held-to-maturity, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate					9.50%
Maximum
Estimated Fair Value
Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate					11.00%
Held-to-maturity, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate					10.25%

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UNCONSOLIDATED REAL ESTATE AFFILIATES - Summarized Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
Assets:
Land	$ 3,719,749		$ 3,719,749				$ 3,659,595
Buildings and equipment	14,225,715		14,225,715				14,020,589
Less accumulated depreciation	(2,917,298)		(2,917,298)				(2,569,911)
Construction in progress	235,186		235,186				160,443
Net property and equipment	15,263,352		15,263,352				15,270,716
Net investment in real estate	19,725,349		19,725,349				19,905,008
Cash and cash equivalents	173,341		173,341				197,829
Accounts receivable, net							234,928
Notes receivable	44,572		44,572				76,310
Deferred expenses, net	166,956		166,956				188,591
Prepaid expenses and other assets (see Notes 7 and 14)	757,832		757,832				745,060
Total assets	22,051,720		22,051,720				21,973,386
Liabilities and Owners' Equity:
Redeemable noncontrolling interests	61,670		61,670		$ 61,837	$ 61,406	62,235
Cumulative effect of foreign currency translation ("CFCT")	(104,351)	$ (87,530)	(104,351)	$ (87,530)
Total liabilities, redeemable interests and equity	22,051,720		22,051,720				21,973,386
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	(3,406,558)	(2,257,201)	(3,406,558)	(2,257,201)	$ (3,037,318)		(3,295,107)	$ (2,060,136)	$ (2,775,422)
Retail investment, net	0		0				24,182
Investment in Unconsolidated Real Estate Affiliates	4,461,997		4,461,997				4,634,292
Liability - Investment in Unconsolidated Real Estate Affiliates	(131,201)		(131,201)				(125,565)
Revenues:
Other	11,353	13,450	34,643	34,368
Total revenues	366,983	375,125	1,145,078	1,112,540
Operating Expenses:
Real estate taxes	51,054	43,726	147,517	126,955
Property maintenance costs	6,640	6,297	22,200	22,693
Marketing	1,197	965	3,602	2,790
Other property operating costs	51,471	45,271	138,554	129,768
Property Management and Other Costs	62,836	59,042	181,335	174,339
General and administrative	5,753	4,929	15,645	15,661
Depreciation and amortization	165,200	120,249	485,442	357,429
Total operating expenses	344,151	319,273	1,065,750	1,061,956
Interest and dividend income	1,969	12,138	5,828	23,451
Interest expense	(164,443)	(180,755)	(507,209)	(494,306)
Provision for income taxes	(5,808)	14,021	(4,596)	6,068
Allocation to noncontrolling interests	19,630	3,366	60,807	34,617
Equity In Income (Loss) of Unconsolidated Real Estate Affiliates:
Equity in loss of Unconsolidated Real Estate Affiliates	(44,155)	16,145	(105,424)	434
Provision for impairment	0	38,794	71,455	223,142
Unconsolidated Properties
Assets:
Land	3,470,227		3,470,227				3,458,485
Buildings and equipment	21,973,927		21,973,927				22,119,745
Less accumulated depreciation	(4,525,417)		(4,525,417)				(4,303,109)
Construction in progress	411,147		411,147				657,170
Net investment in real estate	21,329,884		21,329,884				21,932,291
Cash and cash equivalents	548,509		548,509				662,879
Accounts receivable, net	737,208		737,208				344,946
Notes receivable	20,648		20,648				22,497
Deferred expenses, net	397,361		397,361				428,460
Prepaid expenses and other assets (see Notes 7 and 14)	551,389		551,389				692,407
Total assets	23,584,999		23,584,999				24,083,480
Liabilities and Owners' Equity:
Mortgages, notes and loans payable	14,757,099		14,757,099				15,173,099
Accounts payable, accrued expenses, and other liabilities	946,378		946,378				1,079,915
Cumulative effect of foreign currency translation ("CFCT")	(33,230)		(33,230)				(9,985)
Owners' equity, excluding CFCT	7,914,752		7,914,752				7,840,451
Total liabilities, redeemable interests and equity	23,584,999		23,584,999				24,083,480
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	7,881,522		7,881,522				7,830,466
Less: joint venture partners' equity	(4,414,973)		(4,414,973)				(4,357,244)
Plus: excess investment/basis differences	829,842		829,842				954,262
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	4,296,391		4,296,391				4,427,484
Cost-method Investments
Investment in Unconsolidated Real Estate Affiliates, Net:
Investment in Unconsolidated Real Estate Affiliates, net (securities)	34,405		34,405				57,061
Joint Venture Partner
Investment in Unconsolidated Real Estate Affiliates, Net:
Investment in Unconsolidated Real Estate Affiliates	4,330,796		4,330,796				$ 4,508,727
Unconsolidated Real Estate Affiliates
Revenues:
Rental revenues, net	463,181	622,704	1,507,450	1,885,482
Condominium sales	0	9,390	16,215	9,390
Other	6,695	51,224	32,650	85,059
Total revenues	469,876	683,318	1,556,315	1,979,931
Operating Expenses:
Real estate taxes	51,806	61,633	162,846	184,215
Property maintenance costs	9,668	11,886	33,326	40,026
Marketing	3,810	4,111	12,923	13,930
Other property operating costs	72,908	87,034	208,412	249,925
Condominium cost of sales	6	6,844	9,930	6,844
Property Management and Other Costs	20,780	27,645	59,973	83,649
General and administrative	183	1,309	1,153	3,440
Depreciation and amortization	228,222	254,413	680,430	780,729
Total operating expenses	392,322	454,875	1,257,849	1,362,758
Interest and dividend income	372	3,288	4,087	8,783
Interest expense	(161,672)	(188,722)	(495,283)	(538,394)
Provision for income taxes	(640)	(354)	(1,471)	(743)
Equity in loss of unconsolidated joint ventures	0	(6,254)	0	(23,498)
Income (loss) from continuing operations	(84,386)	36,401	(194,201)	63,321
Allocation to noncontrolling interests	(2)	(13)	(26)	(40)
Net income attributable to common stockholders	(84,388)	36,388	(194,227)	63,281
Equity In Income (Loss) of Unconsolidated Real Estate Affiliates:
Net income (loss) attributable to the ventures	(84,388)	36,388	(194,227)	63,281
Joint venture partners' share of (income) loss	45,615	(15,576)	108,146	(28,202)
Gain on retail investment	0	5,785	0	1,249
Amortization of capital or basis differences	(5,382)	(10,452)	(19,343)	(35,894)
Equity in loss of Unconsolidated Real Estate Affiliates	(44,155)	16,145	(105,424)	434
Provision for impairment	$ 4,939	$ 0	$ 88,856	$ 0

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UNCONSOLIDATED REAL ESTATE AFFILIATES - Narrative (Details)			3 Months Ended		9 Months Ended
	May 28, 2020	May 27, 2020	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 joint_venture	Sep. 30, 2020 numberOfProperties	Sep. 30, 2020 Asset	Feb. 28, 2020 USD ($)	Feb. 27, 2020 USD ($)	Jan. 01, 2020 USD ($)	Dec. 31, 2019 USD ($) Asset	May 01, 2019	Jan. 01, 2019 USD ($)
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Recognition of right-of-use asset			$ 394,987,000	$ 53,779,000	$ 394,987,000	$ 53,779,000						$ 0	$ 402,573,000		$ 73,633,000
Total lease liability			75,828,000		75,828,000								$ 78,500,000
Number of Properties Subject to Ground Leases | Asset									24				24
Provision for impairment			0	38,794,000	71,455,000	223,142,000
Interest rate														5.75%
Non-Recourse Debt			10,500,000,000		10,500,000,000
Water Tower Place [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Ownership in Investment Properties by Joint Venture Percentage		4950.00%
Loans in default [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Non-Recourse Debt			560,900,000		560,900,000
Carrying Value [Member] | Loans in default [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Non-Recourse Debt			548,100,000		548,100,000
Miami Design District [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Mortgage Loans on Real Estate, Commercial and Consumer, Net										$ 500,000,000.0	$ 480,000,000.0
Interest rate										4.13%	2.50%
Debt Issuance Costs, Gross											$ 3,700,000
Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Recognition of right-of-use asset			68,100,000		68,100,000								$ 68,900,000
Total lease liability			70,100,000		70,100,000								71,000,000.0
Provision for impairment			4,939,000	$ 0	88,856,000	$ 0
Unconsolidated Properties
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt			7,000,000,000.0		7,000,000,000.0								7,200,000,000
Number of unconsolidated properties with retained debt | joint_venture							1
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates			$ 80,200,000		$ 80,200,000								$ 81,500,000
United States | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Real Estate Properties							25	59
Brazil | Unconsolidated Real Estate Affiliates
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Number of Joint Ventures in which Entity Holds Interest | joint_venture							1
Water Tower Place [Member]
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Ownership in Investment Properties by Joint Venture Percentage	9393.00%

XML

MORTGAGES, NOTES AND LOANS PAYABLE (Details)													3 Months Ended		6 Months Ended		9 Months Ended
	Jul. 29, 2020 USD ($)	Jul. 16, 2020 USD ($)	May 24, 2020 USD ($)	Nov. 01, 2019 USD ($)	Sep. 06, 2019 USD ($)	Jul. 10, 2019 USD ($)	Jul. 05, 2019 USD ($)	Jul. 01, 2019 USD ($)	Jun. 28, 2019 USD ($)	Jun. 06, 2019 USD ($)	Apr. 09, 2019	Aug. 24, 2018 USD ($)	Sep. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2007 USD ($)	Sep. 30, 2020 USD ($)	Jun. 25, 2020 USD ($)	May 22, 2020 USD ($)	May 19, 2020 USD ($)	Apr. 24, 2020 USD ($) numberOfProperties	Mar. 25, 2020 USD ($)	Feb. 10, 2020 USD ($)	Dec. 31, 2019	Dec. 31, 2019 USD ($)	Dec. 31, 2019 Rate	Dec. 20, 2019 USD ($)	Oct. 31, 2019 USD ($)	Sep. 30, 2019	Aug. 27, 2019 USD ($)	Aug. 26, 2019 USD ($)	May 01, 2019 USD ($)	Apr. 25, 2019 USD ($)	Mar. 25, 2019 USD ($)
Mortgages, notes and loans payable
Deferred Finance Costs, Net													$ 113,300,000				$ 113,300,000								$ 131,800,000
Fixed-rate debt													8,854,870,000				8,854,870,000								8,627,332,000
Variable-rate debt													7,475,259,000				7,475,259,000								7,275,562,000
Non-Recourse Debt													10,500,000,000				10,500,000,000
Total Mortgages, notes and loans payable													$ 16,330,129,000				$ 16,330,129,000								15,902,894,000
Weighted-average fixed interest rate (as a percent)													4.37%				4.37%									4.39%
Weighted-average variable interest rate (as a percent)													2.96%				2.96%							4.17%
Long-term Debt, Weighted Average Interest Rate, at Point in Time													3.72%				3.72%							4.29%
Market rate adjustments													$ 3,500,000				$ 3,500,000								4,700,000
Notes receivable													$ 44,572,000				$ 44,572,000								76,310,000
Debt, Weighted Average Interest Rate													3.28%				3.28%									4.44%
Unsecured Debt																											$ 31,700,000
Variable rate basis																	LIBOR
Outstanding letter of credit and surety bonds													$ 49,900,000				$ 49,900,000								50,000,000.0
Interest rate																																5.75%
Repayments of Related Party Debt													54,600,000	$ 50,000.0
Debt Instrument, Debt Default, Amount													$ 1,300,000,000				1,300,000,000
Debt Instrument, Increase, Accrued Interest																	$ 1,200,000
GGP Capital Trust I
Mortgages, notes and loans payable
Variable rate basis																	LIBOR
GGP Capital Trust I
Mortgages, notes and loans payable
Issuance of trust preferred securities																$ 200,000,000.0
Issuance of Equity Securities																$ 6,200,000
Trust Preferred Securities, basis spread on variable rate													1.45%				1.45%
Unsecured Debt
Mortgages, notes and loans payable
Variable-rate debt													$ 4,981,767,000				$ 4,981,767,000								4,769,510,000
Revolving Credit Facility
Mortgages, notes and loans payable
Fixed-rate debt													$ 5,927,127,000				$ 5,927,127,000
Variable-rate debt																									5,769,460,000
Weighted-average variable interest rate (as a percent)													2.81%				2.81%							4.16%
Long-term Line of Credit													$ 920,000,000.0				$ 920,000,000.0								715,000,000.0
Term Loan A-1
Mortgages, notes and loans payable
Due to Other Related Parties													34,800,000				34,800,000
Unsecured Debt													900,000,000.0				900,000,000.0
Term Loan A-2
Mortgages, notes and loans payable
Due to Other Related Parties													2,000,000,000.0				2,000,000,000.0
Unsecured Debt													2,000,000,000.0				$ 2,000,000,000.0
Debt Instrument, Basis Spread on Variable Rate																	225.00%
Term Loan B
Mortgages, notes and loans payable
Fixed-rate debt													1,955.0				$ 1,955.0
Unsecured Debt													2,000,000,000.0				$ 2,000,000,000.0
Debt Instrument, Basis Spread on Variable Rate																	250.00%
Repayments of Related Party Debt													5,000,000.0
Unsecured Debt
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate																	2.75%
Revolver Net of Financing Costs
Mortgages, notes and loans payable
Variable-rate debt													4,910,043,000				$ 4,910,043,000								4,681,380,000
Secured Debt
Mortgages, notes and loans payable
Fixed-rate debt													7,923,131,000				7,923,131,000								7,638,697,000
Variable-rate debt													$ 2,565,216,000				$ 2,565,216,000								2,594,182,000
Weighted-average fixed interest rate (as a percent)													4.21%				4.21%							4.21%
Weighted-average variable interest rate (as a percent)													3.25%				3.25%							4.20%
Mortgages, notes and loans payable																																$ 1,000,000,000.0
Mortgage Loans on Real Estate, Commercial and Consumer, Net																																	$ 1,300,000,000
Amount of recourse fixed and variable rate debt													$ 726,600,000				$ 726,600,000
Interest rate																																	1.75%
Debt Instrument, Annual Principal Payment																																	$ 10,100,000
Bonds Net of Financing Costs [Member]
Mortgages, notes and loans payable
Fixed-rate debt													931,739,000				931,739,000								988,635,000
Bonds [Member]
Mortgages, notes and loans payable
Fixed-rate debt													$ 945,360,000				$ 945,360,000								999,950,000
Weighted-average fixed interest rate (as a percent)													5.75%				5.75%							5.75%		5.75%
Collateralized Debt Obligations [Member]
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral													$ 15,800,000,000				$ 15,800,000,000
Revolving Credit Facility
Mortgages, notes and loans payable
Deferred Finance Costs, Net													85,300,000				85,300,000								99,400,000
Loans Payable												$ 1,500,000,000	$ 920,000,000.0				$ 920,000,000.0
Debt Instrument, Basis Spread on Variable Rate	3.00%											2.25%
Revolving Credit Facility | Minimum
Mortgages, notes and loans payable
Fixed Charge Coverage Ratio	120.00%
Revolving Credit Facility | Maximum
Mortgages, notes and loans payable
Fixed Charge Coverage Ratio	135.00%
Revolving Credit Facility | Debt-to-Value Ratio, 70 to 100 Percent [Member]
Mortgages, notes and loans payable
Debt Instrument, Redemption Price, Percentage	70.00%
Revolving Credit Facility | Revolving Credit Liquidity [Member]
Mortgages, notes and loans payable
Loans Payable	$ 500,000,000
Line of Credit Facility, Commitment Fee Amount	1,000,000,000.0
Revolving Credit Facility | Revolving Credit Liquidity [Member] | Minimum
Mortgages, notes and loans payable
Line of Credit Facility, Commitment Fee Amount	10,000,000
Revolving Credit Facility | Revolving Credit Liquidity [Member] | Maximum
Mortgages, notes and loans payable
Line of Credit Facility, Commitment Fee Amount	$ 100,000,000
Junior subordinated notes
Mortgages, notes and loans payable
Weighted-average variable interest rate (as a percent)													1.72%				1.72%							3.39%
Mortgages, notes and loans payable													$ 206,200,000				$ 206,200,000								206,200,000
Portion at Fair Value Measurement
Mortgages, notes and loans payable
Debt Instrument, Debt Default, Amount													1,400,000,000				1,400,000,000
Cross-collateralized | Secured Debt
Mortgages, notes and loans payable
Variable-rate debt													1,300,000,000				1,300,000,000
Cross-collateralized | Secured Debt | Extended Maturity [Member]
Mortgages, notes and loans payable
Variable-rate debt																					$ 1,300,000,000
Interest rate																					1.75%
Loan Processing Fee																	$ 1,600,000
Number of Real Estate Properties | numberOfProperties																					15
LIBOR | Revolving Credit Facility
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate																	2.25%
LIBOR | Term Loan A-1
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate																	2.25%
LIBOR | Term Loan A-2
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate																	2.25%
LIBOR | Term Loan B
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate																	2.50%
LIBOR | Secured Debt
Mortgages, notes and loans payable
Debt Instrument, Basis Spread on Variable Rate											3.40%
Brookfield BPY Holdings Inc [Member]
Mortgages, notes and loans payable
Unsecured Debt			$ 45,300,000										61,500,000				$ 61,500,000	$ 25,000,000.0	$ 45,000,000.0	$ 25,000,000.0		$ 29,000,000.0	$ 27,000,000.0		$ 70,500,000		$ 31,700,000							$ 341,800,000
Interest rate																		1.94%											2.75%
Repayments of Related Party Debt		$ 45,000,000.0													$ 68,000,000.0
Brookfield BPY Holdings Inc [Member] | Par Value of Debt [Member]
Mortgages, notes and loans payable
Unsecured Debt			59,600,000
Gain (Loss) on Repurchase of Debt Instrument			$ 14,300,000
Merrick Park [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net				$ 390,000,000.0																								$ 161,000,000.0
Interest rate				3.90%																								5.73%
Prepayment Penalty				$ 7,900,000
Park Meadows [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net				$ 615,000,000.0																								$ 360,000,000.0
Interest rate				3.18%																								4.60%
Prepayment Penalty				$ 35,600,000
Long-term Debt, Gross				700,000,000.0
Park Meadows [Member] | Mezzanine Loan [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net				$ 85,000,000.0
Interest rate				6.25%
Park City Center [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net					$ 135,000,000.0									$ 172,200,000
Repayments of Debt					$ 36,800,000
Interest rate					3.00%																										3.00%
Westlake Center [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net						$ 48,800,000
Repayments of Debt						$ 42,500,000
Interest rate						2.50%
The Woodlands Mall [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net							$ 465,000,000.0
Repayments of Debt							$ 294,000,000.0
Debt, Weighted Average Interest Rate							4.36%
Prepayment Penalty							$ 27,500,000
The Woodlands Mall [Member] | Secured Debt
Mortgages, notes and loans payable
Interest rate							4.83%
The Woodlands Mall [Member] | Senior Loans [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net							$ 425,000,000.0
Interest rate							4.25%
The Woodlands Mall [Member] | Loans [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net							$ 40,000,000.0
Interest rate							5.50%
830 n michigan [Member] | Secured Debt
Mortgages, notes and loans payable
Repayments of Debt								$ 7,000,000.0
730 5th Avenue Retail [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net																														$ 720,000,000.0	$ 807,500,000
Repayments of Debt									$ 180,000,000.0
Payments for Other Fees										$ 500,000
Debt Instrument, Annual Principal Payment																															720.0
730 5th Avenue Retail [Member] | Mezzanine Loan [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net																															$ 97,900,000
Interest rate																															4.25%
730 5th Avenue Retail [Member] | Junior Loans [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net																															$ 122,300,000
Interest rate																															5.50%
730 5th Avenue Retail [Member] | Senior Loans [Member]
Mortgages, notes and loans payable
Mortgage Loans on Real Estate, Commercial and Consumer, Net																															$ 587,300,000
BPR (Multiple Properties) [Member] | Term Loan A-1
Mortgages, notes and loans payable
Unsecured Debt													700,000,000.0				700,000,000.0
Affiliated Entity | Term Loan A-1
Mortgages, notes and loans payable
Unsecured Debt													$ 200,000,000.0				$ 200,000,000.0

XML

LEASES - Narrative (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) retail_property contract renewal_option ft²	Sep. 30, 2019 USD ($)	Jan. 01, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 01, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Minimum rents	$ 249,167,000	$ 224,326,000	$ 752,053,000	$ 665,263,000
Weighted-average discount rate	7.68%	7.36%	7.68%	7.36%
Overage rent	$ 1,567,000	$ 2,865,000	$ 7,060,000	$ 9,159,000
Tenant recoveries	101,133,000	89,253,000	298,029,000	269,346,000
Operating Lease, Lease Income, Contractual Rent Billed	$ 354,504,000	$ 320,319,000	$ 1,062,146,000	$ 950,088,000
Lessor, Operating Lease, Fixed Payments, Percentage Of Total Contractual Revenues	82.40%	78.00%	81.50%	78.90%
Operating lease right-of-use asset	$ 394,987,000	$ 53,779,000	$ 394,987,000	$ 53,779,000	$ 0	$ 402,573,000	$ 73,633,000
Operating lease liability	75,828,000		$ 75,828,000			$ 78,500,000
Number of retail properties under controlling interest | retail_property			63
Number of square feet of retail properties under controlling interest | ft²			55,000,000
Lease termination income, billed	2,637,000	3,875,000	$ 5,004,000	6,320,000
Adjustment to recognize contractual operating lease billings on a straight-line basis	1,757,000	1,684,000	5,943,000	5,633,000
Above and below-market tenant leases, net	7,193,000	(37,000)	7,995,000	7,250,000
Less provision for doubtful accounts	(36,747,000)	(4,497,000)	(56,475,000)	(8,243,000)
Operating Lease, Lease Income	326,707,000	317,469,000	$ 1,019,609,000	954,728,000
Ground
Lessee, Lease, Description [Line Items]
Number of operating lease contracts | contract			7
Straight-line rent expense	1,773,000	620,000	$ 5,944,000	1,998,000
Office
Lessee, Lease, Description [Line Items]
Number of operating lease contracts | contract			1
Straight-line rent expense	$ 1,964,000	$ 2,164,000	$ 5,892,000	$ 5,892,000
Minimum
Lessee, Lease, Description [Line Items]
Operating lease terms	4 years		4 years
Number of renewal options | renewal_option			2
Operating lease renewal term	5 years		5 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease terms	40 years		40 years
Number of renewal options | renewal_option			3
Operating lease renewal term	10 years		10 years

XML

LEASES - Schedule of Maturity of Operating Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Leases [Abstract]
Remainder of 2020	$ 2,316
2021	9,470
2022	9,704
2023	9,968
2024	10,200
2025	10,439
2026 and thereafter	155,012
Total undiscounted lease payments	207,109
Less: Present value adjustment	(131,281)
Total lease liability	$ 75,828	$ 78,500

XML

LEASES - Schedule of Lease Payments to be Received From Operating Leases (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Lessor, Operating Leases After Adoption of 842
Remainder of 2020	$ 276,694
2021	1,047,375
2022	947,590
2023	828,518
2024	693,861
2025	566,118
Subsequent	1,820,055
Total payments to be received from operating leases after adoption	$ 6,180,211

XML

LEASES - Summary of Additional Information Related to Operating Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Weighted-average remaining lease term (years)	23 years 2 months 12 days	16 years 10 months 24 days
Weighted-average discount rate	7.68%	7.36%
Supplemental disclosure for the consolidated statements of cash flows:
Cash paid for amounts included in the measurement of lease liabilities	$ 6,947	$ 6,406

XML

LEASES - Schedule of Rental Revenues from Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Operating Lease, Lease Income [Abstract]
Minimum rents, billed	$ 249,167	$ 224,326	$ 752,053	$ 665,263
Tenant recoveries, billed	101,133	89,253	298,029	269,346
Lease termination income, billed	2,637	3,875	5,004	6,320
Overage rent, billed	1,567	2,865	7,060	9,159
Total contractual operating lease billings	354,504	320,319	1,062,146	950,088
Adjustment to recognize contractual operating lease billings on a straight-line basis	1,757	1,684	5,943	5,633
Above and below-market tenant leases, net	7,193	(37)	7,995	7,250
Less provision for doubtful accounts	(36,747)	(4,497)	(56,475)	(8,243)
Total rental revenues, net	$ 326,707	$ 317,469	$ 1,019,609	$ 954,728

XML

INCOME TAXES (Details)	3 Months Ended
	Sep. 30, 2020 USD ($)
Income Tax Disclosure [Abstract]
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT	90.00%
Unrecognized tax benefits	$ 0

XML

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details)																	3 Months Ended						9 Months Ended		12 Months Ended
	Oct. 01, 2020 USD ($) $ / shares shares	Aug. 18, 2020 USD ($) $ / shares shares	Aug. 06, 2020 $ / shares	Aug. 05, 2020 $ / shares	May 07, 2020 $ / shares	Feb. 05, 2020 $ / shares	Dec. 25, 2019 $ / shares	Nov. 04, 2019 $ / shares	Aug. 02, 2019 $ / shares	Jun. 26, 2019 $ / shares shares	Jun. 25, 2019 USD ($) $ / shares	May 06, 2019 $ / shares	Mar. 29, 2019 USD ($) $ / shares shares	Mar. 27, 2019 USD ($) $ / shares	Feb. 06, 2019 $ / shares	Feb. 13, 2013 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares Rate shares	Jun. 30, 2020 USD ($) shares	Mar. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Jun. 30, 2019 USD ($) $ / shares shares	Mar. 31, 2019 USD ($)	Sep. 30, 2020 USD ($) $ / shares Rate shares	Sep. 30, 2019 USD ($) $ / shares	Aug. 27, 2019	Sep. 29, 2020 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Jun. 19, 2019 USD ($)	Oct. 18, 2018 $ / shares	Aug. 28, 2018	Mar. 28, 2018 $ / shares
Equity and redeemable noncontrolling interest
Common Stock, Shares, Outstanding																														5.00%
Percentage of Public Float																									10.00%
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | shares		7,321,155											4,679,802				2,606,289		855,000	197,225	200,000
Share Price | $ / shares		$ 12.00											$ 20.30						$ 18.57	$ 18.56	$ 18.37			$ 18.56
Common Unit, Issuance Value		$ 87,900,000											$ 95,000,000				$ 29,870,000		$ 15,870,000	$ 3,660,000	$ 3,680,000		$ 29,870,000	$ 3,660,000
Preferred Stock, Dividend Rate, Percentage																	7.50%			7.50%
Preferred Units, Cumulative Cash Distributions											$ 183,800,000			$ 467,300,000
Stock Redeemed or Called During Period, Shares | shares																				10,496,703
Cumulative effect of foreign currency translation ("CFCT")																	$ (104,351,000)			$ (87,530,000)			(104,351,000)	(87,530,000)
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax																	30,000			12,000			30,000	12,000
Redeemable noncontrolling interests																	61,670,000	$ 61,837,000	61,406,000				61,670,000				$ 62,235,000
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 3,406,558,000																3,037,318,000		3,295,107,000	2,060,136,000		$ 2,775,422,000	3,295,107,000	2,775,422,000
Ending balance																	3,406,558,000	3,037,318,000		2,257,201,000	2,060,136,000		3,406,558,000	2,257,201,000
Allocation to Noncontrolling Interests
Distributions to preferred Operating Partnership units																	(900,000)			(1,352,000)			(2,716,000)	(4,389,000)
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates																	724,000			389,000			10,089,000	10,309,000
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest																	19,806,000			4,329,000			53,434,000	28,697,000
Allocation to noncontrolling interests																	19,630,000			3,366,000			60,807,000	34,617,000
Comprehensive (income) loss allocated to noncontrolling interests																	19,726,000			3,366,000			62,529,000	34,617,000
Activity of redeemable noncontrolling interests
Balance at the beginning of the period	$ 61,670,000																			62,222,000	62,119,000	73,696,000		73,696,000
Net income (loss)																		(441,000)	441,000
Distributions																						(14,935,000)
Equity, Fair Value Adjustment																	167,000			(42,000)	(103,000)	(3,358,000)
Redeemable Noncontrolling Interest Cash Redemption of Operating Partnership Units																		$ (10,000)	$ (388,000)
Balance at the end of the period																	$ 61,670,000			62,264,000	$ 62,222,000	62,119,000	$ 61,670,000	62,264,000
Common Stock Dividend
Dividends declared per share (in dollars per share) | $ / shares			$ 0.3325		$ 0.3325	$ 0.3325		$ 0.3300	$ 0.3300			$ 0.3300			$ 0.3300
Conversion of preferred share per common share issued upon conversion | shares																	0.016256057						0.016256057
Preferred Stock dividends declared (in dollars per share) | $ / shares				$ 0.3984	$ 0.3984	$ 0.3984		0.3984	$ 0.3984			$ 0.3984			$ 0.3984
Preferred Stock, Liquidation Preference, Value																	$ 50						$ 50
Dividends, Preferred Stock, Cash																	3,984,000			3,984,000			11,953,000	11,952,000
Common Stock, Other Value, Outstanding																	$ 0.324405869			$ 224,500,000			$ 0.324405869	$ 224,500,000
Sale of Stock, Price Per Share | $ / shares																				$ 21.39				$ 21.39
Common Stock, Other Shares, Outstanding | shares										121,203,654
Common Stock, Par or Stated Value Per Share | $ / shares																	$ 0.01						$ 0.01								$ 0.01
Preferred Stock, Shares Authorized | shares																	500,000,000						500,000,000				500,000,000
Preferred Stock, Shares Issued | shares																	10,000,000						10,000,000				10,000,000
Preferred Stock, Shares Outstanding | shares																	10,000,000						10,000,000				10,000,000
Class B Stock																	$ 5,206,000						$ 5,206,000				$ 4,937,000
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares											$ 0.100						$ 0.3984			$ 0.3984			$ 0.7968	$ 0.7968
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest																	$ 96,000			$ 0			$ 1,722,000	$ 0
AOCI - Minority Interest																	1,722,000			0			1,722,000	0
Contract with Customer, Refund Liability																	$ 59,800,000						$ 59,800,000			$ 36,900,000
Class B-2 [Member]
Equity and redeemable noncontrolling interest
Common Stock, Shares Authorized | shares																	965,000,000						965,000,000
Common Stock Dividend
Dividends declared per share (in dollars per share) | $ / shares							$ 0.110	0.11
Common stock, shares issued (in shares) | shares																	121,203,654						121,203,654
Common Stock, Shares, Outstanding | shares																	121,203,654						121,203,654
Common Stock, Voting Rights																							0:1
Class B Stock																												$ 965,000,000
Common Class B
Equity and redeemable noncontrolling interest
Common Stock, Shares Authorized | shares																	5,907,500,000						5,907,500,000				5,907,500,000
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | shares	1,469,319
Share Price | $ / shares	$ 21.39
Common Unit, Issuance Value	$ 31,400,000
Common Stock Dividend
Common stock, shares issued (in shares) | shares																	520,528,095						520,528,095				520,528,095
Common Stock, Shares, Outstanding | shares																	493,665,297						493,665,297				493,665,297
Common Stock, Par or Stated Value Per Share | $ / shares																	$ 0.01						$ 0.01				$ 0.01
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares										$ 0.065
Preferred Stock, Liquidation Preference Per Share | $ / shares										21.39
Common Class A
Equity and redeemable noncontrolling interest
Common Stock, Shares Authorized | shares																	4,517,500,000						4,517,500,000
Common Stock, Shares, Outstanding | Rate																	4.00%						4.00%
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | shares	2,613,565
Share Price | $ / shares	$ 13.32																$ 11.46						$ 11.46
Common Unit, Issuance Value	$ 34,800,000
Common Stock Dividend
Shares, Outstanding | shares																	41,743,422						41,743,422				64,024,422
Common stock, shares issued (in shares) | shares																	43,161,423						43,161,423
Common Stock, Shares, Outstanding | shares																	41,743,422						41,743,422
Common Stock, Voting Rights																							1:1
Conversion of Stock, Shares Issued | shares																							11,578,482
Conversion Price | $ / shares																							$ 13.85
Restricted Stock
Equity and redeemable noncontrolling interest
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | shares																		647,250
Share Price | $ / shares																					$ 19.40
Common Unit, Issuance Value																					$ 12.59
6.375% series A cumulative redeemable perpetual preferred stock
Common Stock Dividend
Shares Issued, Price Per Share | $ / shares																$ 25.00
Redemption price per share (in dollars per share) | $ / shares																	$ 25.00						$ 25.00
Number of preferred shares redeemed through public offering | shares																10,000,000
Preferred shares dividend (as a percent)																6.375%
Net proceeds from preferred shares issued after issuance costs																$ 242,000,000.0
Conversion of preferred share per common share issued upon conversion | shares																	2.4679						2.4679
Common Class B-1
Equity and redeemable noncontrolling interest
Common Stock, Shares Authorized | shares																	4,517,500,000						4,517,500,000
Common Stock Dividend
Dividends declared per share (in dollars per share) | $ / shares							$ 0.110	$ 0.11
Common stock, shares issued (in shares) | shares																	196,886,256						196,886,256
Common Stock, Shares, Outstanding | shares																	196,886,256						196,886,256
Common Stock, Voting Rights																							1:1
Sale of Stock, Price Per Share | $ / shares																	$ 21.39						$ 21.39				$ 21.39
Stock Issued During Period, Shares, New Issues | shares																	19,367,288	13,712,834
Proceeds from Contributions from Affiliates																	$ 414,300,000	$ 293.3
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares										0.025
Preferred Stock, Liquidation Preference Per Share | $ / shares																													$ 0.075
Conversion of Stock, Shares Issued | shares																							7,495,510
Conversion Price | $ / shares																							$ 21.39
Common Class B and Series B Preferred
Common Stock Dividend
Dividends declared per share (in dollars per share) | $ / shares											$ 0.397			$ 1.015
Series B Preferred Stock [Member]
Common Stock Dividend
Shares, Outstanding | shares																	9,717.658						9,717.658
Preferred Stock, Shares Authorized | shares																	425,000,000						425,000,000
Preferred Stock, Shares Issued | shares																	202,438,184						202,438,184
Preferred Stock, Shares Outstanding | shares																	202,438,184						202,438,184
Preferred Stock, Voting Rights																							1:1
Common Class C
Equity and redeemable noncontrolling interest
Common Stock, Shares Authorized | shares																	1,000,000,000						1,000,000,000				1,000,000,000
Common Stock Dividend
Common stock, shares issued (in shares) | shares																	640,051,301						640,051,301				640,051,301
Common Stock, Shares, Outstanding | shares																	640,051,301						640,051,301				640,051,301
Common Stock, Voting Rights																							1:1
Common Stock, Par or Stated Value Per Share | $ / shares																	$ 0.01						$ 0.01				$ 0.01
Series B [Member]
Common Stock Dividend
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares										0.0865
Preferred Stock, Liquidation Preference Per Share | $ / shares										$ 21.39
Series K [Member]
Common Stock Dividend
Shares Issued, Price Per Share | $ / shares																	21						21
Redemption price per share (in dollars per share) | $ / shares																	$ 11.57		$ 19.635				$ 11.57
Conversion of preferred share per common share issued upon conversion | shares																	0.40682134						0.40682134
Preferred Stock, Redemption Amount																	$ 250,000		$ 26,500,000				$ 250,000
Shares, Outstanding | shares																	320,873.9798						320,873.9798
Preferred Stock, Shares Issued | shares																	20,275.12		1,349,995.76				20,275.12
Common Stock
Common Stock Dividend
Redemption price per share (in dollars per share) | $ / shares																	$ 0.32440587		$ 0.32440587				$ 0.32440587
Preferred Stock, Redemption Amount																			$ 1,100,000
Shares, Outstanding | shares																	788,734.3886						788,734.3886
Shares, Issued | shares																	49,837.90		3,318,399.56				49,837.90
Series D [Member]
Equity and redeemable noncontrolling interest
Conversion ratio for convertible common units to common stock																							1.50821
Common Stock Dividend
Shares, Outstanding | shares																	532,749.6574						532,749.6574
Preferred Stock, Liquidation Preference, Value																	$ 50						$ 50
Preferred Stock Conversions, Inducements																							33.151875
Dividends, Preferred Stock, Cash																							$ 21.9097
Series E [Member]
Equity and redeemable noncontrolling interest
Conversion ratio for convertible common units to common stock																							1.29836
Common Stock Dividend
Shares, Outstanding | shares																	502,657.8128						502,657.8128
Preferred Stock, Liquidation Preference, Value																	$ 50						$ 50
Preferred Stock Conversions, Inducements																							38.51
Dividends, Preferred Stock, Cash																							18.8613
Redeemable Common Class A
Common Stock Dividend
Option Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount																	510,900,000						510,900,000
6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share
Common Stock Dividend
Option Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount																	55,500,000						55,500,000
Accumulated  Other Comprehensive Loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(102,599,000)																(101,715,000)		$ (85,402,000)	(81,974,000)		(82,653,000)	(85,402,000)	(82,653,000)
Ending balance																	(102,599,000)	(101,715,000)		(87,518,000)	(81,974,000)		(102,599,000)	(87,518,000)
Noncontrolling Interest [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 1,437,290,000																1,458,562,000		$ 1,532,740,000	1,453,857,000		$ 1,553,596,000	1,532,740,000	1,553,596,000
Ending balance																	$ 1,437,290,000	$ 1,458,562,000		$ 1,438,809,000	$ 1,453,857,000		$ 1,437,290,000	$ 1,438,809,000

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EARNINGS PER SHARE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2020	Dec. 31, 2019
Numerators - Basic and Diluted:
Net income	$ (190,250)	$ (36,789)	$ (522,304)	$ (263,605)
Allocation to noncontrolling interests	19,630	3,366	60,807	34,617
Net Income (Loss) Distributed to Preferred Operating Partnership Units	$ 900	$ 1,352	$ 2,716	$ 4,389
Common Class A
Basic and diluted
Shares, Outstanding	41,743,422		41,743,422			64,024,422
Common Stock
Basic and diluted
Shares, Outstanding	788,734.3886		788,734.3886
Denominators:
Preferred Stock, Redemption Amount					$ 1,100

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STOCK-BASED COMPENSATION PLANS (Details) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Aug. 28, 2018
Stock-Based Compensation Plans
Common Stock, Shares, Outstanding						5.00%
Maximum number of shares that can be granted to participant	4,000,000
Restricted Stock
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	1,677,352	1,677,352	1,192,859	1,149,164	986,937
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 19.64	$ 19.64	$ 21.11	$ 20.98	$ 22.48
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		851,102	647,226
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 18.57	$ 19.94
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		(256,329)	(401,528)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value		$ 22.09	$ 22.60
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period		(66,585)	(39,776)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 19.75	$ 21.16
Stock options | Maximum | Certain employees
Stock-Based Compensation Plans
Term of awards	10 years
Common Class A
Stock-Based Compensation Plans
Common Stock, Shares, Outstanding	4.00%	4.00%

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STOCK-BASED COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Stock-Based Compensation Plans
Compensation expense	$ 3,770	$ 2,250	$ 7,374	$ 7,697
Stock options
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	136,662	237,868	136,662	237,868	175,799	1,011,523
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 26.05	$ 25.59	$ 26.05	$ 25.59	$ 25.66	$ 19.71
Granted (in shares)			0	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 0	$ 0
Exercised (in shares)			0	(773,642)
Exercised (in dollars per share)			$ 0	$ 17.91
Forfeited (in shares)			0	(13)
Forfeited (in dollars per share)			$ 0	$ 26.05
Expired (in shares)			(39,137)	0
Expired (in dollars per share)			$ 24.30	$ 0
Stock options | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 0	$ 10	$ 0	$ 40
Stock options | General and administrative
Stock-Based Compensation Plans
Compensation expense	0	0	0	4
Restricted Stock | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	2,945	1,477	5,269	4,601
Restricted Stock | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 802	$ 508	$ 2,051	$ 1,268
LTIP Common Units
Stock-Based Compensation Plans
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,875,916	2,185,660	1,875,916	2,185,660	2,177,668	3,921,175
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 24.20	$ 24.12	$ 24.20	$ 24.12	$ 24.11	$ 25.96
Granted (in shares)			24,251	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 18.56	$ 0
Exercised (in shares)			(54,540)	(1,715,722)
Exercised (in dollars per share)			$ 26.83	$ 28.34
Forfeited (in shares)			0	(19,793)
Forfeited (in dollars per share)			$ 0	$ 22.42
Expired (in shares)			(271,463)	0
Expired (in dollars per share)			$ 22.42	$ 0
LTIP Common Units | Property management and other costs
Stock-Based Compensation Plans
Compensation expense	$ 8	$ 51	$ 18	$ 206
LTIP Common Units | General and administrative
Stock-Based Compensation Plans
Compensation expense	$ 15	$ 204	$ 36	$ 1,578

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STOCK-BASED COMPENSATION PLANS (Details 3) - LTIP Common Units - $ / shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Shares
Stock options Outstanding at the beginning of the period (in shares)	2,177,668	3,921,175
Granted (in shares)	24,251	0
Exercised (in shares)	(54,540)	(1,715,722)
Forfeited (in shares)	0	(19,793)
Expired (in shares)	(271,463)	0
Stock options Outstanding at the end of the period (in shares)	1,875,916	2,185,660
Weighted Average Exercise Price
Stock options Outstanding at the beginning of the period (in dollars per share)	$ 24.11	$ 25.96
Granted (in dollars per share)	18.56	0
Exercised (in dollars per share)	26.83	28.34
Forfeited (in dollars per share)	0	22.42
Expired (in dollars per share)	22.42	0
Stock options Outstanding at the end of the period (in dollars per share)	$ 24.20	$ 24.12

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ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Receivables [Abstract]
Trade receivables	$ 484,046	$ 111,582
Short-term tenant receivables	6,271	4,198
Straight-line rent receivable	158,519	144,249
Other accounts receivable	3,334	2,725
Total accounts receivable	652,170	262,754
Provision for doubtful accounts	(88,558)	(27,826)
Total accounts receivable, net	$ 563,612	$ 234,928

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NOTES RECEIVABLE (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019	Dec. 20, 2019
Receivables [Abstract]
Notes receivable	$ 40,566,000	$ 69,963,000
Interest Receivable	4,006,000	6,347,000
Total notes receivable	$ 44,572,000	$ 76,310,000
Unsecured Debt			$ 31,700,000

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PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jan. 01, 2020	Dec. 31, 2019	Sep. 30, 2019	Jan. 01, 2019
Intangible assets:
Gross Asset	$ 263,584		$ 288,986
Accumulated Amortization	(131,089)		(137,171)
Balance	132,495		151,815
Recognition of right-of-use asset	394,987	$ 0	402,573	$ 53,779	$ 73,633
Finance Lease, Right-of-Use Asset	7,899		7,995
Restricted cash	93,442		77,683
Remaining prepaid expenses and other assets:
Security and escrow deposits	1,303		1,259
Prepaid expenses	43,694		27,632
Other non-tenant receivables	65,543		56,948
Other	18,469		19,155
Total remaining prepaid expenses and other assets	625,337		593,245
Total prepaid expenses and other assets	757,832		745,060
Above-market tenant leases, net
Intangible assets:
Gross Asset	152,078		177,480
Accumulated Amortization	(68,651)		(79,467)
Balance	83,427		98,013
Real estate tax stabilization agreement, net
Intangible assets:
Gross Asset	111,506		111,506
Accumulated Amortization	(62,438)		(57,704)
Balance	$ 49,068		$ 53,802

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Intangible liabilities:
Gross  Liability	$ 227,451	$ 218,608
Accumulated Accretion	(64,897)	(56,893)
Balance	162,554	161,715
Remaining accounts payable and accrued expenses:
Accrued interest	66,955	42,371
Accounts payable and accrued expenses	100,400	71,720
Accrued real estate taxes	82,845	53,210
Deferred gains/income	85,762	85,598
Accrued payroll and other employee liabilities	65,876	61,002
Construction payable	265,716	301,096
Tenant and other deposits	15,221	15,078
Total lease liability	75,828	78,500
Insurance reserve liability	12,433	12,787
Finance lease obligations	9,093	9,094
Conditional asset retirement obligation liability	2,528	3,275
Other	79,833	131,684
Total remaining Accounts payable and accrued expenses	862,490	865,415
Total Accounts payable and accrued expenses	1,025,044	1,027,130
Below-market tenant leases, net
Intangible liabilities:
Gross  Liability	227,451	218,608
Accumulated Accretion	(64,897)	(56,893)
Balance	$ 162,554	$ 161,715

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Contractual rent expense, including participation rent	$ 4,254	$ 3,475	$ 13,249	$ 9,667
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	3,315	$ 3,475	9,805	$ 9,667
Revolving Credit Liquidity [Member]
Line of Credit Facility, Remaining Borrowing Capacity	$ 580,000		$ 580,000

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SUBSEQUENT EVENTS (Details) - USD ($)						3 Months Ended					12 Months Ended
	Nov. 06, 2020	Oct. 01, 2020	Aug. 18, 2020	Jul. 01, 2019	Mar. 29, 2019	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Aug. 27, 2019	Oct. 30, 2020	Dec. 31, 2019	May 01, 2019	Apr. 25, 2019	Aug. 28, 2018	Mar. 28, 2018
Subsequent Event [Line Items]
Interest rate														5.75%
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation			7,321,155		4,679,802	2,606,289		855,000	197,225	200,000
Share Price			$ 12.00		$ 20.30			$ 18.57	$ 18.56	$ 18.37
Common Stock, Par or Stated Value Per Share						$ 0.01											$ 0.01
Common Stock, Shares, Outstanding																5.00%
Percentage of Public Float											10.00%
Common Unit, Issuance Value			$ 87,900,000		$ 95,000,000	$ 29,870,000		$ 15,870,000	$ 3,660,000	$ 3,680,000
Real Estate Acquired Through Foreclosure												$ 59,000,000.0
Common Class B-1
Subsequent Event [Line Items]
Proceeds from Contributions from Affiliates						$ 414,300,000	$ 293.3
Common Class A
Subsequent Event [Line Items]
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation		2,613,565
Share Price		$ 13.32				$ 11.46
Common Stock, Shares, Outstanding						4.00%
Common Unit, Issuance Value		$ 34,800,000
Common Class B
Subsequent Event [Line Items]
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation		1,469,319
Share Price		$ 21.39
Common Stock, Par or Stated Value Per Share						$ 0.01							$ 0.01
Common Unit, Issuance Value		$ 31,400,000
Secured Debt
Subsequent Event [Line Items]
Mortgage Loans on Real Estate, Commercial and Consumer, Net															$ 1,300,000,000
Interest rate															1.75%
Secured Debt | 830 n michigan [Member]
Subsequent Event [Line Items]
Repayments of Debt				$ 7,000,000.0
Secured Debt | Mall in Columbia [Member]
Subsequent Event [Line Items]
Repayments of Debt	$ 28,000,000.0