ggp-20210331


	March 31, 2021		December 31, 2020
	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	3,601,549	$	3,620,513
Buildings and equipment	13,778,850		13,968,906
Less accumulated depreciation	(2,978,657)		(2,967,879)
Construction in progress	270,992		256,510
Net property and equipment	14,672,734		14,878,050
Investment in Unconsolidated Real Estate Affiliates	4,256,378		4,342,995
Net investment in real estate	18,929,112		19,221,045
Cash and cash equivalents	189,183		204,541
Accounts receivable, net	406,241		524,982
Notes receivable	38,244		45,553
Deferred expenses, net	156,751		158,633
Prepaid expenses and other assets (see Notes 7 and 14)	866,199		827,746
Deferred tax assets, net	652,053		655,060
Assets held for disposition	—		242,404
Total assets	$	21,237,783	$	21,879,964
Liabilities:
Mortgages, notes and loans payable (including related party debt - see Note 6)	$	16,049,687	$	16,114,586
Investment in Unconsolidated Real Estate Affiliates	153,247		151,095
Accounts payable and accrued expenses (see Notes 7 and 15)	935,544		993,617
Dividend payable	68		903


Junior subordinated notes	206,200		206,200
Liabilities held for disposition	—		263,141
Total liabilities	17,344,746		17,729,542
Redeemable Class A equity interests	823,477		839,143
Redeemable noncontrolling interests	60,453		60,826




Total redeemable interests	883,930		899,969

Equity:
Class B Stock & Series B Preferred Stock (collectively, "Combined Class B Stock"): 5,907,500,000 shares authorized, $0.01 par value, 527,421,814 and 526,042,279 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively (see Note 9)	5,275		5,261
Class C Stock: 1,000,000,000 shares authorized, $0.01 par value, 640,051,301 issued and outstanding as of March 31, 2021 and December 31, 2020	6,401		6,401

Preferred Stock: 500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020	242,042		242,042
Additional paid-in capital	7,392,558		7,363,064
Accumulated deficit	(5,918,536)		(5,674,064)
Accumulated other comprehensive loss	(98,374)		(99,418)
Total stockholders' equity	1,629,366		1,843,286
Noncontrolling interests in Consolidated Real Estate Affiliates	12,577		13,444
Noncontrolling interests of the Operating Partnership	1,367,164		1,393,723
Total equity	3,009,107		3,250,453
Total liabilities, redeemable interests and equity	$	21,237,783	$	21,879,964


	Three Months Ended March 31,
	2021		2020
	(Dollars in thousands, except per share amounts)
Revenues:
Rental revenues, net	$	326,923	$	351,829
Management fees and other corporate revenues	31,501		35,338
Other	9,974		16,463
Total revenues	368,398		403,630
Operating Expenses:
Real estate taxes	51,093		47,807
Property maintenance costs	9,803		9,146
Marketing	808		764
Other property operating costs	48,877		49,821

Property management and other costs	49,283		60,975
General and administrative	5,237		4,890

Provision for note receivable loss	7,911		—
Provision for impairment	106,991		—
Depreciation and amortization	151,537		157,346
Total operating expenses	431,540		330,749

Interest and dividend income	1,374		3,096
Interest expense	(169,194)		(178,802)


Gain on extinguishment of debt	13,123		—
Gain from changes in control of investment properties and other, net	1,824		—
Loss before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests	(216,015)		(102,825)
Provision for income taxes	(2,943)		(5,428)
Equity in loss of Unconsolidated Real Estate Affiliates	(34,453)		(4,843)
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net	(2,140)		12,647


Net loss	(255,551)		(100,449)
Allocation to noncontrolling interests	26,430		18,622
Net loss attributable to Brookfield Property REIT Inc.	$	(229,121)	$	(81,827)


Class A Stock Earnings Per Share (See Note 10):
Basic & Diluted Earnings Per Share	$	0.3325	$	0.3325


	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)									(102,334)				(19,532)		(121,866)		20,507

Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates													(195)		(195)
Buyback of Class A Stock									2,082						2,082		(17,955)
Buyback of Class B-1 Stock															—
Series K Preferred Unit redemption									1,868				(28,975)		(27,107)
Preferred stock dividend ($0.3984 per share)									(3,984)						(3,984)
Other comprehensive loss											(14,382)				(14,382)
Restricted stock grants, net of forfeitures (814,702 Class A Stock)							—								—		1,257
Class A Conversion to Class B-1 (7,326,917 Class A Shares converted to 5,153,748 Class B-1 Shares)	51						110,187		43,629						153,867		(153,867)
Dividends on Class A Stock ($0.3325 per share)															—		(20,507)

Balance at March 31, 2020	$	4,988	$	6,401	$	242,042	$	6,781,031	$	(5,135,194)	$	(99,784)	$	1,484,038	$	3,283,522	$	1,183,669


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, 2021	$	5,261	$	6,401	$	242,042	$	7,363,064	$	(5,674,064)	$	(99,418)	$	1,407,167	$	3,250,453	$	839,143

Net income (loss)									(242,632)				(27,354)		(269,986)		13,511

Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates													(182)		(182)
Long Term Incentive Plan & Stock Option Expense									23						23
Buyback of Class A Stock									2,055						2,055		(17,681)

Series K Preferred Unit redemption									47						47
Preferred stock dividend ($0.3984 per share)									(3,984)						(3,984)
Other comprehensive loss											1,044		110		1,154
Restricted stock grants, net of forfeitures (855,051 Class A Stock)									17						17		2,025
Class A Conversion to Class B-1 (479 Class A Shares converted to 385 Class B-1 Shares)							8		2						10		(10)
Dividends on Class A Stock ($0.3325 per share)															—		(13,511)
Class B-1 Equity Issuance	14						29,486								29,500

Balance at March 31, 2021	$	5,275	$	6,401	$	242,042	$	7,392,558	$	(5,918,536)	$	(98,374)	$	1,379,741	$	3,009,107	$	823,477


	Three Months Ended March 31,
	2021		2020
	(Dollars in thousands)
Cash Flows (used in) provided by Operating Activities:
Net (loss) income	$	(255,551)	$	(100,449)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Equity in loss of Unconsolidated Real Estate Affiliates	34,453		4,843
Distributions received from Unconsolidated Real Estate Affiliates	6,327		17,305
Provision for doubtful accounts	(171)		4,973
Depreciation and amortization	151,537		157,346
Amortization/write-off of deferred finance costs	9,153		7,906
Accretion/write-off of debt market rate adjustments	(406)		(336)
Amortization of intangibles other than in-place leases	(3,712)		8,054
Amortization of right-of-use assets	2,397		2,930
Straight-line rent amortization	(14,098)		(4,476)
Deferred income taxes	3,007		6,419


Unconsolidated Real Estate Affiliates - loss (gain) on investment, net	2,140		(12,647)
Gain from changes in control of investment properties and other, net	(1,824)		—
Provision for impairment	106,991		—
Gain on extinguishment of debt	(13,123)		—
Provision for loan loss	7,911		—

Net changes:
Accounts and notes receivable, net	132,177		(8,732)
Prepaid expenses and other assets (see Notes 7 and 14)	22,298		3,420
Deferred expenses, net	(4,780)		(1,433)

Accounts payable and accrued expenses (see Notes 7 and 15)	(30,549)		(68,036)
Other, net	1,439		(6,104)
Net cash (used in) provided by operating activities	155,616		10,983
Cash Flows (used in) Investing Activities:

Development of real estate and property improvements	(67,333)		(83,623)



Proceeds from repayment of loans to joint venture and joint venture partners	10		—
Net proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates	(1,940)		81,024
Contributions to Unconsolidated Real Estate Affiliates	(22,767)		(20,831)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	68,633		34,685



Net cash (used in) investing activities	(23,397)		11,255
Cash Flows provided by Financing Activities:
Proceeds from refinancing/issuance of mortgages, notes and loans payable (including related party debt - see Note 6)	40,177		246,000
Principal payments on mortgages, notes and loans payable - (including related party debt - see Note 6)	(113,820)		(222,687)
Payment of deferred finance costs	(221)		—
Issuances of Class B Stock	29,500		—
Buyback of Class A Stock	(15,625)		(15,873)

Series K preferred unit redemptions	(326)		(28,387)

Cash contributions from noncontrolling interests in consolidated real estate affiliates	—		31,688

Cash distributions paid to stockholders	(13,511)		(20,507)

Cash distributions paid to preferred stockholders	(3,984)		—
Cash distributions and redemptions paid to unit holders	(1,941)		(1,104)

Net cash provided by financing activities	(79,751)		(10,870)

Net change in cash, cash equivalents and restricted cash	52,468		11,368
Cash, cash equivalents and restricted cash at beginning of period	368,610		275,512
Cash, cash equivalents and restricted cash at end of period	$	421,078	$	286,880

On April 1, 2021, Brookfield Asset Management Inc. ("Brookfield Asset Management" or "BAM") announced an agreement to acquire all of the limited partnership units of BPY that it does not already own ("BPY units") at a value of $18.17 per BPY unit, or $6.5 billion in total value. Under the agreement, BPY unitholders are expected to have the ability to elect to receive, per BPY unit and subject to pro ration, a combination of (i) 0.3979 Class A limited voting shares of BAM ("Brookfield Shares"), (ii) $18.17 in cash, and/or (iii) 0.7268 of BPY preferred units with a liquidation preference of $25.00 per unit. Pro-ration will be based on a maximum cash consideration of approximately 50% of the total value of the BPY units ($3.27 billion in total cash payable to public unitholders), a maximum amount of Brookfield Shares equal to approximately 42% of the total value of the BPY units (59.3 million Brookfield Shares payable to public unitholders), and a maximum amount of BPY preferred units with

In accordance with the terms of the Company's charter, any holders of the Company's Class A Stock at the closing of the transaction will receive the same per share consideration as will be received by BPY unitholders who have not made an election, being a combination of approximately 50% cash, 42% Brookfield Shares and 8% BPY preferred units (subject to pro-ration). The aggregate consideration of $6.5 billion payable to BPY unitholders in the transaction includes the amount payable to the public holders of shares of the Company's Class A Stock. It is also expected that the Company's 6.375% Series A Cumulative Redeemable Preferred Stock will be redeemed at its par value of $25.00 per share, plus any accrued and unpaid dividends, at or around the closing of the transaction.

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.

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).

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 March 31, 2021, 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 months ended March 31, 2021, our balance associated with potentially uncollectible revenues decreased by $3.7 million. With respect to our Unconsolidated Real Estate Affiliates, for the three months ended March 31, 2021, our balance associated with potentially uncollectible revenues for our Unconsolidated Real Estate Affiliates decreased by $1.6 million, which includes $0.7 million for straight-line rent receivables. Of these amounts for the three months ended March 31, 2021, our share totaled $0.6 million which includes $0.3 million for straight-line rent receivables.

With respect to our consolidated properties, for the year ended December 31, 2020, we have recorded $42.3 million, associated with potentially uncollectible revenues, which includes $5.3 million, for straight-line rent receivables. With respect to our Unconsolidated Real Estate Affiliates, for the year ended December 31, 2020, our Unconsolidated Real Estate Affiliates have recorded $68.7 million, associated with potentially uncollectible revenues, which includes $8.6 million, for straight-line rent receivables. Of these amounts for the year ended December 31, 2020, our share totaled $33.8 million, which includes $4.2 million, for straight-line rent receivables.

As of March 31, 2021, the Company, including consideration of our share of Unconsolidated Real Estate Affiliates, has collected approximately 86% of first quarter rents. 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. The Company continues to make meaningful progress in its negotiations with national and local tenants to secure rental payments, despite a significant portion of the Company's tenants requesting rental assistance, whether in the form of deferral or rent reduction. As of March 31, 2021, in response to the COVID-19 pandemic, the Company granted rent deferrals and rent abatements of 1% and 3% of rents, respectively. The rent abatements granted were considered lease modifications and will be recognized prospectively over the remaining lease terms from the period of the rent that was abated. 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.

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.

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) 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 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:

Following the BPY Transaction of 2018, certain 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 of 2018, BAM agreed to waive management fees payable by BPYU. For the three months ended March 31, 2021 and 2020, respectively, the Company accrued base management fees of $4.1 million and $4.5 million due to BAM; which are included in the accounts payable and accrued expenses on the Consolidated Balance Sheets and in property management and other costs on the Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended March 31, 2021,we recorded an impairment charge of $107.0 million on our Consolidated Statements of Operations and Comprehensive Loss. Specifically, $77.5 million of impairment was recognized for two operating properties where the Company’s expected holding period for the assets changed due to an increased probability of a near-term disposition and $29.5 million of impairment was recognized based on an update to the Company’s estimated probability of obtaining concessions from the creditor at an operating property for which the Company has suspended funding equity contributions to make contractual interest and/or principal payments.

A significant judgment is made as to if and when impairment should be taken. The Company’s assessment of impairment as of March 31, 2021 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.

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.

During the three months ended March 31, 2021, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased an additional 1,118,060 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 $1.1 million additional investment and a total investment of $11.5 million. 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 Loss. 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 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 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 March 31, 2021, which resulted in a gain of $1.0 million and a loss of $3.8 million included in Unconsolidated Real Estate Affiliates - (loss) gain on investment, net on the Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2021 and 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.


	March 31, 2021		December 31, 2020
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates
Assets:
Land	$	3,432,054	$	3,436,531
Buildings and equipment	21,814,067		21,861,373
Less accumulated depreciation	(4,749,001)		(4,584,222)
Construction in progress	383,079		360,681


Net investment in real estate	20,880,199		21,074,363
Cash and cash equivalents	594,774		601,138
Accounts receivable, net	605,614		684,035
Notes receivable	20,637		20,490
Deferred expenses, net	376,640		387,073
Prepaid expenses and other assets	581,907		592,288
Total assets	$	23,059,771	$	23,359,387
Liabilities and Owners' Equity:	\
Mortgages, notes and loans payable	$	14,552,203	$	14,648,187
Accounts payable, accrued expenses, and other liabilities	978,257		996,380

Cumulative effect of foreign currency translation ("CFCT")	(33,821)		(29,453)
Owners' equity, excluding CFCT	7,563,132		7,744,273
Total liabilities and owners' equity	$	23,059,771	$	23,359,387
Investment in Unconsolidated Real Estate Affiliates, Net:
Owners' equity	$	7,529,311	$	7,714,820
Less: joint venture partners' equity	(4,230,516)		(4,317,525)
Plus: excess investment/basis differences	769,130		761,503
Investment in Unconsolidated Real Estate Affiliates, net (equity method)	4,067,925		4,158,798
Investment in Unconsolidated Real Estate Affiliates, net (securities)	35,206		33,102

Investment in Unconsolidated Real Estate Affiliates, net	$	4,103,131	$	4,191,900
Reconciliation - Investment in Unconsolidated Real Estate Affiliates:
Asset - Investment in Unconsolidated Real Estate Affiliates	$	4,256,378	$	4,342,995
Liability - Investment in Unconsolidated Real Estate Affiliates	(153,247)		(151,095)
Investment in Unconsolidated Real Estate Affiliates, net	$	4,103,131	$	4,191,900

The Unconsolidated Real Estate Affiliates represent our investments in real estate joint ventures that are not consolidated. We hold interests in 23 domestic joint ventures, comprising 57 U.S. retail properties and one joint venture in Brazil, which was sold subsequent to March 31, 2021 (Note 18). 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.

During the three months ended March 31, 2021, the Company suspended equity contributions to make contractual interest and/or principal payments on six property level mortgages. During the year ended December 31, 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. During the three months ended March 31, 2021, the Company accrued $8.4 million of default interest related to these mortgages per contractual debt agreements. As of December 31, 2020, the Company had accrued $26.8 million of default interest related to these mortgages per contractual debt agreements.

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 $79.9 million at one property as of March 31, 2021, and $79.7 million as of December 31, 2020. 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 March 31, 2021, we do not anticipate an inability to perform on our obligations with respect to Retained Debt.

As of March 31, 2021, $15.3 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 $10.2 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $707.7 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 three months ended March 31, 2021, the Company suspended equity contributions to make contractual interest and/or principal payments on seven consolidated property level mortgages, including one mortgage that is in maturity default. During the year ended December 31, 2020, the Company suspended equity contributions to make contractual interest and/or principal payments on ten 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. During the three months ended March 31, 2021, the Company accrued $4.8 million of default interest related to these mortgages per contractual debt agreements. As of December 31, 2020, the Company had accrued $19.8 million of default interest related to these mortgages per contractual debt agreements.

On June 25, 2019, the Company secured a $70.5 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 June 25, 2029. During the year ended December 31, 2020, the Company repaid this loan in full. On February 10, 2020, the Company secured an additional $27.0 million subordinated unsecured note with Brookfield BPY Holdings Inc. The note bears interest at rate equal to LIBOR plus 2.75%, and matures on February 10, 2030. On August 27, 2020, the Company made a principal payment of $19.5 million. On March 25, 2020, the Company secured another $29.0 million note. The note bears interest at rate equal to LIBOR plus 2.75%, and matures on March 25, 2030. 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. The total outstanding balance of the notes as of March 31, 2021 was $63.4 million, including $1.9 million of payment-in-kind interest.

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 March 31, 2021, the Company made a principal payment in the amount of $4.8 million, and the remaining outstanding balance as of March 31, 2021 was $21.0 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 March 31, 2021 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 March 31, 2021, the Company made a principal payment in the amount of $5.0 million. The total outstanding balance of the Term B loan as of March 31, 2021 was $1,945.0 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 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).

As of March 31, 2021, 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,

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 March 31, 2021 and December 31, 2020.

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.

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 March 31, 2021, 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 March 31, 2021, 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 of 2018 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 March 31, 2021, the aggregate amount of cash the Company would have paid would have been $694.0 million and $56.2 million, respectively.

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.

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.

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 refers to the Company's Class C Stock, par value $0.01 per share, authorized as part of the BPY Transaction of 2018. 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.

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 of 2018, 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 of 2018 did not meet the definition of a change in control per the certificate of designation governing the Series A Preferred Stock.

On April 1, 2021, Brookfield Asset Management Inc. (“Brookfield Asset Management” or “BAM”) announced an agreement to acquire all of the limited partnership units of BPY that it does not already own (“BPY units”) at a value of $18.17 per BPY unit, or $6.5 billion in total value (the “BPY Transaction”). Under the agreement, BPY unitholders are expected to have the ability to elect to receive, per BPY unit and subject to pro ration, a combination of (i) 0.3979 Class A limited voting shares of BAM (“Brookfield Shares”), (ii) $18.17 in cash, and/or (iii) 0.7268 of BPY preferred units with a liquidation preference of $25.00 per unit. Pro-ration will be based on a maximum cash consideration of approximately 50% of the total value of the BPY units ($3.27 billion in total cash payable to public unitholders), a maximum amount of Brookfield Shares equal to approximately 42% of the total value of the BPY units (59.3 million Brookfield Shares payable to public unitholders), and a maximum amount of BPY preferred units with a liquidation value of approximately 8% of the total value of the BPY units ($500 million in liquidation preference of BPY preferred units payable to public unitholders).

Any BPYU Shareholders who wish to elect their preferred form of consideration rather than the Default Consideration, vote in favor of or against the BPY Transaction and/or exercise dissent rights in respect of the BPY Transaction, may convert their shares of Company Class A Stock into BPY units (pursuant to the terms of the Company’s charter) before the election deadline if they wish to make an election and/or before the record date for the meeting of BPY unitholders if they wish to vote in favor of or against the BPY Transaction or exercise dissent rights. To exercise dissent rights, BPY units must be held in registered form. The election deadline and the meeting record date have yet to be determined and such dates will be publicly announced by BPY once set. Additional information on the BPY Transaction, including the circular pertaining to the BPY Transaction and announcements regarding the election deadline and the meeting record date, will be posted on the BPY website at https://bpy.brookfield.com/reports-and-filings/regulatory-filings when filed with the SEC. The information on BPY’s website is not a part of or incorporated by reference into this Quarterly Report on Form 10-Q or the Company’s other filings with the SEC.

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.

The provision of impairment of $107.0 million during the first quarter of 2021 is related to an impairment charges recorded on three operating properties. Specifically, $77.5 million of impairment was recognized for two operating properties where the Company’s expected holding period for the assets changed due to an increased probability of a near-term disposition and $29.5 million of impairment was recognized based on an update to the Company’s estimated probability of obtaining concessions from the creditor at an operating property for which the Company has suspended funding equity contributions to make contractual interest and/or principal payments.

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 $985.0 million as of March 31, 2021. 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 March 31, 2021, the Company made a principal payment in the amount of $4.8 million, and the remaining outstanding balance was $21.0 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 March 31, 2021 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 March 31, 2021, 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 March 31, 2021 was $1,945.0 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.

As of March 31, 2021, we are not aware of any instances of non-compliance with such covenants. Though there is potential for a risk of default, 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.

During the three months ended March 31, 2021, the Company suspended equity contributions to make contractual interest and/or principal payments on thirteen consolidated and unconsolidated property level mortgages, including one mortgage that is in maturity default. During the year ended December 31, 2020, 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. During the three months ended March 31, 2021, the Company accrued $13.2 million of default interest related to these mortgages per contractual debt agreements. As of December 31, 2020, the Company has accrued $46.6 million of default interest related to these mortgages per contractual debt agreements.

With respect to our consolidated properties, for the year ended December 31, 2020, we recorded $42.3 million, associated with potentially uncollectible revenues, which includes $5.3 million, for straight-line rent receivables. With respect to our Unconsolidated Real Estate Affiliates, for the year ended December 31, 2020, our Unconsolidated Real Estate Affiliates recorded $68.7 million, associated with potentially uncollectible revenues, which includes $8.6 million, for straight-line rent receivables. Of these amounts for the year ended December 31, 2020, our share totaled $33.8 million, which includes $4.2 million, for straight-line rent receivables.

portion of the Company's tenants requesting rental assistance, whether in the form of deferral or rent reduction. As of March 31, 2021, in response to the COVID-19 pandemic, the Company granted rent deferrals and rent abatements of 1% and 3% of 2021 rents, respectively. The rent abatements granted were considered lease modifications and will be recognized prospectively over the remaining lease terms from the period of the rent that was abated. 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.

We have development and redevelopment activities totaling approximately $462.0 million under construction and $311.0 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	$	108	$	46
Alderwood	Lynnwood, WA	Sears Redevelopment - Residential	2023	13		7
Stonestown Galleria	San Francisco, CA	Anchor Redevelopment for Retail and Entertainment	2023	151		115
Other Projects	Various		2021-2024	190		114
Active developments/redevelopments				$	462	$	282
In planning

Oxmoor Center	Louisville, KY	Sears Redevelopment for Entertainment and Restaurants	2024	$	15	$	1
Cumberland	Atlanta, GA	Residential	2025	73		—
Northridge	Northridge, CA	Residential	2025	50		—
Ala Moana	Honolulu, HI	Residential Tower	2026	166		2
Other Projects	Various		2021-2025	7		5
In planning				$	311	$	8
Total retail developments				$	773	$	290

Our investment in these projects for the three months ended March 31, 2021 increased from December 31, 2020 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.

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 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.

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 determines FFO based upon the definition set forth by National Association of Real Estate Investment Trusts ("Nareit"). The Company determines FFO to be its share of consolidated net income (loss) attributable to common stockholders and redeemable non-controlling common unit holders computed in accordance with GAAP, adjusted for real estate related depreciation and amortization, 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 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.

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.


	Three Months Ended March 31,
	2021		2020

Net loss Attributable to BPYU	$	(229,121)	$	(81,827)


Provision for impairment excluded from FFO - Consolidated Properties	106,991		—
Provision for impairment excluded from FFO - Unconsolidated Properties	3,405		—

Unconsolidated Real Estate Affiliates - gain on investment	4,211		—

Gain on sales of investment properties	(1,024)		(6,759)
Above and below market ground rent	939		1,566
Preferred stock dividends	(3,984)		(3,984)
Loss (gain) from changes in control of investment properties and other	(1,824)		—
Depreciation and amortization of capitalized real estate costs - Consolidated Properties	147,151		152,588
Depreciation and amortization of capitalized real estate costs - Unconsolidated Properties	104,524		117,659
Allocation of noncontrolling interests (1)	(36,800)		(26,269)
FFO	$	94,468	$	152,974

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. 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, 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. Accordingly, investors should use caution in relying on forward-looking statements.

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. On March 5, 2021 the FCA announced that USD-LIBOR will no longer be published after June 30, 2023. The Company anticipates that LIBOR will continue to be available substantially in its current form at least until June 30,

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.

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.

Upon the consummation of the BPY Transaction, each outstanding share of our Class A Stock will receive the same per share Default Consideration (as described in Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—BPY Transaction in Part I, Item 2 of this Quarterly Report on Form 10-Q) as will be received by BPY unitholders who have not made an election. The Default Consideration will not be adjusted for changes in the market prices of either BPY units or the Brookfield Shares. Changes in the market price of the Brookfield Shares prior to the closing of the BPY Transaction will affect the market value of the Default Consideration. Market price changes may result from a variety of factors (many of which are beyond the control of BPY and BAM), including market reaction to the announcement of the BPY Transaction, changes in the respective businesses, operations, assets, financial position of BPY and BAM, or changes in market assessments thereof, and other factors described or referred to elsewhere in this “Risk Factors” section.

There can be no assurance that the conditions to closing of the BPY Transaction will be satisfied or waived or that the BPY Transaction will be completed. Failure to consummate the BPY Transaction may adversely affect our results of operations and business prospects for the following reasons, among others: (i) we and BPY will incur certain transaction costs, regardless of whether the proposed BPY Transaction closes, which could adversely affect our financial condition, results of operations and ability to make distributions to our unitholder and stockholders; and (ii) the proposed BPY Transaction, whether or not it closes, will divert the attention of management and other key employees from ongoing business activities, including the pursuit of other opportunities that could be beneficial to the Company.

If the BPY Transaction is not completed, our ongoing business could be adversely affected and we will be subject to a variety of risks associated with the failure to complete the BPY Transaction, including (i) having to pay certain costs relating to the proposed BPY Transaction, such as legal, accounting, financial advisor, filing, printing and mailing fees and (ii) diversion of management focus and resources from operational matters and other strategic opportunities while working to implement the BPY Transaction. If the BPY Transaction is not completed, these risks could materially affect our business, financial results and stock price.

Incorporated by Reference Herein

Exhibit Number

Description

Form

Exhibit

Filing Date

File No.

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.*).


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)


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


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


			PAGE NUMBER

Part I	FINANCIAL INFORMATION

	Item 1: Financial Statements

		Consolidated Balance Sheets as of March 3 1 , 202 1 and December 31, 20 20 (Unaudited)	3

		Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 3 1 , 202 1 and 20 20 (Unaudited)	4

		Consolidated Statements of Equity for the three months ended March 3 1 , 202 1 and 20 20 (Unaudited)	6

		Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 1 and 20 20 (Unaudited)	8

		Notes to Consolidated Financial Statements (Unaudited)	10

		Note 1: Organization	10

		Note 2: Summary of Significant Accounting Policies	11

		Note 3: Acquisitions, Sales and Joint Venture Activity	18

		Note 4: Fair Value	19

		Note 5: Unconsolidated Real Estate Affiliates	21

		Note 6: Mortgages, Notes and Loans Payable	24

		Note 7: Leases	27

		Note 8: Income Taxes	30

		Note 9: Equity and Redeemable Noncontrolling Interests	30

		Note 10: Earnings Per Share	36

		Note 11: Stock-Based Compensation Plans	37

		Note 12: Accounts Receivable, net	38

		Note 13: Notes Receivable	39

		Note 14: Prepaid Expenses and Other Assets	39

		Note 15: Accounts Payable and Accrued Expenses	40

		Note 16: Litigation	40

		Note 17: Commitments and Contingencies	41

		Note 18: Subsequent Events	41

	Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations		42

		Liquidity and Capital Resources	44

	Item 3: Quantitative and Qualitative Disclosures about Market Risk		53

	Item 4: Controls and Procedures		54

Part II	OTHER INFORMATION

	Item 1: Legal Proceedings		55

	Item 1A: Risk Factors		55

	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		56

	Item 3: Defaults Upon Senior Securities		56

	Item 4: Mine Safety Disclosures		56

	Item 5: Other Information		56

	Item 6: Exhibits		57

SIGNATURES			58


	Three Months Ended March 31,
	2021		2020
	(Dollars in thousands, except per share amounts)
Comprehensive Loss, Net:
Net loss	$	(255,551)	$	(100,449)
Other comprehensive income (loss)
Foreign currency translation	1,102		(14,381)

Net unrealized gain (losses) on other financial instruments	52		(1)
Other comprehensive income (loss)	1,154		(14,382)
Comprehensive loss	(254,397)		(114,831)
Comprehensive loss allocated to noncontrolling interests	26,320		18,622
Comprehensive loss attributable to Brookfield Property REIT Inc.	$	(228,077)	$	(96,209)


	Gross Asset		Accumulated Amortization		Net Carrying Amount

As of March 31, 2021
Tenant leases:
In-place value	$	273,556	$	(95,810)	$	177,746

As of December 31, 2020
Tenant leases:
In-place value	$	302,296	$	(107,210)	$	195,086


Year	Amount
2021 Remaining	$	29,775
2022	31,049
2023	23,649
2024	19,514
2025	16,967


	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


Three months ended March 31, 2021
Investments in real estate (1)	$	117,411	$	—	$	38,000	$	79,411	$	106,991
Three months ended March 31, 2020
Investments in real estate (1)	$	—	$	—	$	—	$	—	$	—


Unobservable Quantitative Input						Rate
Three months ended March 31, 2021
Discount rate						14.00%
Terminal capitalization rate						9.50%


Three months ended March 31, 2020
Discount rates						N/A
Terminal capitalization rate						N/A


	March 31, 2021				December 31, 2020
	Carrying Amount (1)		Estimated Fair Value		Carrying Amount (2)		Estimated Fair Value
Fixed-rate debt	$	8,558,327	$	8,516,331	$	8,581,538	$	8,556,275
Variable-rate debt	7,491,360		7,543,802		7,533,048		7,583,107
	$	16,049,687	$	16,060,133	$	16,114,586	$	16,139,382


	March 31, 2021 (1)		Weighted-Average Interest Rate (2)		December 31, 2020 (3)		Weighted-Average Interest Rate (2)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	7,625,076	4.20	%	$	7,649,040	4.19	%
Senior secured notes - silver bonds	933,251		5.75	%	932,498		5.75	%
Total fixed-rate debt	8,558,327		4.37	%	8,581,538		4.36	%
Variable-rate debt:
Collateralized mortgages, notes and loans payable (4)	2,527,295		3.84	%	2,534,781		4.01	%
Unsecured corporate debt (5)	4,964,065		2.76	%	4,998,267		2.80	%
Total variable-rate debt	7,491,360		3.12	%	7,533,048		3.21	%
Total Mortgages, notes and loans payable	$	16,049,687	3.79	%	$	16,114,586	3.82	%
Junior subordinated notes	$	206,200	1.66	%	$	206,200	1.66	%


	March 31, 2021 (1)		Weighted-Average Interest Rate		December 31, 2020 (2)		Weighted-Average Interest Rate
Corporate debt:
Senior secured corporate debt	$	5,024,904	2.76	%	$	5,064,522	2.80	%
Senior secured notes - silver bonds	945,360		5.75	%	945,360		5.75	%
Total corporate debt	$	5,970,264	3.23	%	6,009,882		3.26	%


Year	Amount
Remainder of 2021	$	7,093
2022	9,704
2023	9,968
2024	10,200
2025	10,439
2026	10,684
2027 and thereafter	144,328
Total undiscounted lease payments	202,416
Less: Present value adjustment	(128,514)
Total lease liability	$	73,902


	Three Months Ended March 31, 2021	Three Months Ended March 31, 2020
Ground leases	1,774	2,399
Office leases	1,964	1,964


	March 31, 2021	March 31, 2020
Weighted-average remaining lease term (years)	23.3	23.2
Weighted-average discount rate	7.69%	7.67%

Supplemental disclosure for the consolidated statements of cash flows:
Cash paid for amounts included in the measurement of lease liabilities	$2,377	$2,336


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Minimum rents, billed	$	235,301	$	253,509
Tenant recoveries, billed	91,290		99,045
Lease termination income, billed	10,339		854
Overage rent, billed	6,593		5,394
COVID-19 rent abatements granted	(36,159)		—
Total contractual operating lease billings	307,364		358,802
Adjustment to recognize contractual operating lease billings on a straight-line basis	14,098		4,476
Above and below-market tenant leases, net	5,290		(6,476)
Less provision for doubtful accounts	171		(4,973)
Total rental revenues, net	$	326,923	$	351,829


Balance at January 1, 2020	$	62,235
Net income	(441)
Series K Preferred Unit redemption	(388)
Balance at March 31, 2020	61,406

Balance at January 1, 2021	$	60,826

Series K Preferred Unit redemption	(373)
Balance at March 31, 2021	$	60,453


Stock Class	Authorized	Issued	Shares Outstanding	Votes per Share
Class A Stock	4,517,500,000	40,633,040	38,662,115	1:1
Class B-1 Stock	4,517,500,000	203,779,976	203,779,976	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


	March 31, 2021		March 31, 2020
Net unrealized gains on financial instruments	$	81	$	(10)
Foreign currency translation	(99,724)		(99,774)
AOCI - minority interest	1,269		—
Accumulated other comprehensive loss	$	(98,374)	$	(99,784)


	2021			2020
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Stock options Outstanding at January 1,	136,662	$	26.05	175,799	$	25.66
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited	—	—		—	—
Expired (1)	(4,790)	26.05		—	—
Stock options Outstanding at March 31,	131,872	$	26.05	175,799	$	25.66


	March 31, 2021		December 31, 2020
Trade receivables	$	248,513	$	384,464
Short-term tenant receivables	6,446		6,703
Straight-line rent receivable	202,969		188,950
Other accounts receivable	14,680		14,894
Total accounts receivable	472,608		595,011
Provision for doubtful accounts	(66,367)		(70,029)
Total accounts receivable, net	$	406,241	$	524,982


	March 31, 2021						December 31, 2020
	Gross Liability		Accumulated Accretion		Balance		Gross Liability		Accumulated Accretion		Balance
Intangible liabilities:
Below-market tenant leases, net	201,969		(61,879)		$	140,090	222,432		(72,364)		$	150,068


Total intangible liabilities	$	201,969	$	(61,879)	$	140,090	$	222,432	$	(72,364)	$	150,068
Remaining accounts payable and accrued expenses:
Accrued interest					92,993						63,693
Accounts payable and accrued expenses					64,421						83,041
Accrued real estate taxes					66,756						76,401
Deferred gains/income					99,216						94,752
Accrued payroll and other employee liabilities					30,480						57,134
Construction payable					253,425						272,080
Tenant and other deposits					14,754						14,644
Insurance reserve liability					12,477						12,793
Finance lease obligations					9,093						9,093
Conditional asset retirement obligation liability					2,375						2,342
Lease liability right of use					73,902						74,896
Other					75,562						82,680
Total remaining Accounts payable and accrued expenses					795,454						843,549
Total Accounts payable and accrued expenses					$	935,544					$	993,617


	March 31, 2021 (1)			March 31, 2020 (1)



In-Place Rents Per Square Foot (all less anchors) (2)	$	82.94		$	80.92
In-Place Rents Per Square Foot (<10K square feet) (2)	$	61.79		$	62.28




Percentage Occupied for Total Retail Properties	90.6		%	94.5		%
Percentage Leased for Total Retail Properties	91.5		%	95.4		%


	# of Leases	SF (in thousands)	Term (in years)	Initial Rent PSF (1)		Expiring Rent PSF (2)		Initial Rent Spread		% Change
Trailing 12 Month Commencements	526	1,788	6.3	$	51.56	$	51.82	$	(0.17)	(0.3)	%


	Consolidated		Unconsolidated
	(Dollars in thousands)
Remainder of 2021 (1)	$	2,836,601	$	849,164
2022	2,498,212		1,259,286
2023(2)	2,819,689		1,216,775
2024	2,383,165		1,724,617
2025(3)	3,154,745		497,516
2026	1,208,232		212,919
Subsequent	1,355,243		1,103,076
Total	$	16,255,887	$	6,863,353


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
January 1 - January 31, 2021	$	—		$	—	$	—	(1)
February 1 - February 28, 2021	841,950		(3)	18.56		—		(1)
March 1 - March 31, 2021	—			—		—		(1)
Total	$	841,950		$	18.56	$	—	(2)



	Brookfield Property REIT Inc.

Date: May 7, 2021	By:	/s/ Michelle Campbell
		Michelle Campbell
		Secretary

Date: May 7, 2021	By:	/s/ Bryan K. Davis
		Bryan K. Davis
		Chief Financial Officer*
		Brookfield Property Group LLC


Date: May 7, 2021			/s/ Brian W. Kingston
			Brian W. Kingston
			Chief Executive Officer
			Brookfield Property Group LLC *


/s/ Brian W. Kingston
Brian W. Kingston
Chief Executive Officer, Brookfield Property Group LLC
May 7, 2021


/s/ Bryan K. Davis
Bryan K. Davis
Chief Financial Officer, Brookfield Property Group LLC
May 7, 2021

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	May 05, 2021
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
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		38,346,260
Entity Central Index Key	0001496048
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
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

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Investment in real estate:
Land	$ 3,601,549,000	$ 3,620,513,000
Buildings and equipment	13,778,850,000	13,968,906,000
Less accumulated depreciation	(2,978,657,000)	(2,967,879,000)
Construction in progress	270,992,000	256,510,000
Net property and equipment	14,672,734,000	14,878,050,000
Investment in Unconsolidated Real Estate Affiliates	4,256,378,000	4,342,995,000
Net investment in real estate	18,929,112,000	19,221,045,000
Cash and cash equivalents	189,183,000	204,541,000
Accounts receivable, net	406,241,000	524,982,000
Notes receivable	38,244,000	45,553,000
Deferred expenses, net	156,751,000	158,633,000
Prepaid expenses and other assets (see Notes 7 and 14)	866,199,000	827,746,000
Deferred tax assets, net	652,053,000	655,060,000
Assets held for disposition	0	242,404,000
Total assets	21,237,783,000	21,879,964,000
Liabilities:
Mortgages, notes and loans payable (including related party debt - see Note 6)	16,049,687,000	16,114,586,000
Investment in Unconsolidated Real Estate Affiliates	153,247,000	151,095,000
Accounts payable and accrued expenses (see Notes 7 and 15)	935,544,000	993,617,000
Dividend payable	68,000	903,000
Junior subordinated notes	206,200,000	206,200,000
Liabilities held for disposition	0	263,141,000
Total liabilities	17,344,746,000	17,729,542,000
Redeemable Class A equity interests	823,477,000	839,143,000
Redeemable noncontrolling interests	60,453,000	60,826,000
Total redeemable interests	883,930,000	899,969,000
Equity:
Class B Stock	5,275,000	5,261,000
Class C Stock: 1,000,000,000 shares authorized, $0.01 par value, 640,051,301 issued and outstanding as of March 31, 2021 and December 31, 2020	6,401,000	6,401,000
Preferred Stock: 500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020	242,042,000	242,042,000
Additional paid-in capital	7,392,558,000	7,363,064,000
Accumulated deficit	(5,918,536,000)	(5,674,064,000)
Accumulated other comprehensive loss	(98,374,000)	(99,418,000)
Total stockholders' equity	1,629,366,000	1,843,286,000
Noncontrolling interests in Consolidated Real Estate Affiliates	12,577,000	13,444,000
Noncontrolling interests of the Operating Partnership	1,367,164,000	1,393,723,000
Total equity	3,009,107,000	3,250,453,000
Total liabilities, redeemable interests and equity	$ 21,237,783,000	$ 21,879,964,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	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)	527,421,814	527,421,814
Common Stock, Shares, Outstanding	526,042,279	526,042,279
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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues:
Lease Income	$ 326,923,000	$ 351,829,000
Management fees and other corporate revenues	31,501,000	35,338,000
Other	9,974,000	16,463,000
Total revenues	368,398,000	403,630,000
Operating Expenses:
Real estate taxes	51,093,000	47,807,000
Property maintenance costs	9,803,000	9,146,000
Marketing	808,000	764,000
Other property operating costs	48,877,000	49,821,000
Property management and other costs	49,283,000	60,975,000
General and administrative	5,237,000	4,890,000
Provision for note receivable loss	7,911,000	0
Provision for impairment	106,991,000	0
Depreciation and amortization	151,537,000	157,346,000
Total operating expenses	431,540,000	330,749,000
Interest and dividend income	1,374,000	3,096,000
Interest expense	(169,194,000)	(178,802,000)
Gain on extinguishment of debt	13,123,000	0
Gain from changes in control of investment properties and other, net	1,824,000	0
Loss before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests	(216,015,000)	(102,825,000)
Provision for income taxes	(2,943,000)	(5,428,000)
Equity in loss of Unconsolidated Real Estate Affiliates	(34,453,000)	(4,843,000)
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net	(2,140,000)	12,647,000
Net loss	(255,551,000)	(100,449,000)
Allocation to noncontrolling interests	26,430,000	18,622,000
Net loss attributable to Brookfield Property REIT Inc.	$ (229,121,000)	$ (81,827,000)
Common Stock Earnings Per Share (See Note 10):
Basic & diluted earnings per share class A stock (in dollars per share)	$ 0.3325	$ 0.3325
Comprehensive Income (Loss), Net:
Net loss	$ (255,551,000)	$ (100,449,000)
Other comprehensive loss
Foreign currency translation	1,102,000	(14,381,000)
Net unrealized losses on other financial instruments	52,000	(1,000)
Other comprehensive loss	1,154,000	(14,382,000)
Comprehensive (loss) income	(254,397,000)	(114,831,000)
Comprehensive loss (income) allocated to noncontrolling interests	26,320,000	18,622,000
Comprehensive (loss) income attributable to Brookfield Property REIT Inc.	$ (228,077,000)	$ (96,209,000)

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	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 C Common Stock	Redeemable Common Class A	Redeemable Common Class A Common Stock
Beginning balance at Dec. 31, 2019	$ 3,295,107	$ 242,042	$ 6,670,844	$ (5,076,455)	$ (85,402)	$ 1,532,740				$ 4,937		$ 6,401		$ 1,354,234
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(121,866)			(102,334)		(19,532)							$ 20,507
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates	(195)					(195)
Series K Preferred Unit redemption	(27,107)			1,868		(28,975)
Dividends, Preferred Stock, Cash	(3,984)			(3,984)
Other comprehensive income (loss)	(14,382)				(14,382)
Restricted stock grants, net														1,257
Conversion of shares	153,867		110,187	43,629						51				(153,867)
Dividends on classes of stock														(20,507)
Buyback of stock							$ (2,082)	$ (2,082)						(17,955)
Ending balance at Mar. 31, 2020	3,283,522	242,042	6,781,031	(5,135,194)	(99,784)	1,484,038				4,988		6,401		1,183,669
Beginning balance at Dec. 31, 2020	3,250,453	242,042	7,363,064	(5,674,064)	(99,418)	1,407,167				5,261		6,401		839,143
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(269,986)			(242,632)		(27,354)							$ 13,511
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates	182					(182)
Long Term Incentive Plan & Stock Option Expense	23			23
Series K Preferred Unit redemption	47			47
Dividends, Preferred Stock, Cash	(3,984)			(3,984)
Other comprehensive income (loss)	1,154				1,044	110
Restricted stock grants, net	17		17											2,025
Conversion of shares	10		8	2										(10)
Dividends on classes of stock	0													13,511
Stock Issued									$ 29,500	14	$ 29,486
Buyback of stock							$ (2,055)	$ (2,055)						17,681
Ending balance at Mar. 31, 2021	$ 3,009,107	$ 242,042	$ 7,392,558	$ (5,918,536)	$ (98,374)	$ 1,379,741				$ 5,275		$ 6,401		$ 823,477