Brookfield Property Partners (BPYPP) 6-K Management’s Discussion and Analysis of Financial Results

Brookfield Property Partners L.P.

Condensed consolidated financial statements (unaudited)

As at September 30, 2018 and December 31, 2017 and

for the three and nine months ended September 30, 2018 and 2017

1

Brookfield Property Partners L.P.

Condensed Consolidated Balance Sheets

Unaudited		As at
(US$ Millions)	Note	Sep. 30, 2018		Dec. 31, 2017
Assets
Non-current assets
Investment properties	5	$	73,957	$	51,357
Equity accounted investments	6	21,940		19,761
Participating loan interests	7	266		517
Property, plant and equipment	8	6,863		5,457
Goodwill	9	1,124		1,079
Intangible assets	10	1,214		1,188
Other non-current assets	11	1,143		898
Loans and notes receivable		446		178
Total non-current assets		106,953		80,435
Current assets
Loans and notes receivable		105		7
Accounts receivable and other	12	1,690		981
Cash and cash equivalents		2,444		1,491
Total current assets		4,239		2,479
Assets held for sale	13	391		1,433
Total assets		$	111,583	$	84,347
Liabilities and equity
Non-current liabilities
Debt obligations	14	$	49,909	$	30,749
Capital securities	15	2,900		2,839
Other non-current liabilities	17	1,519		918
Deferred tax liabilities		2,659		2,888
Total non-current liabilities		56,987		37,394
Current liabilities
Debt obligations	14	4,472		6,135
Capital securities	15	824		1,326
Accounts payable and other liabilities	18	3,394		3,052
Total current liabilities		8,690		10,513
Liabilities associated with assets held for sale	13	148		1,316
Total liabilities		65,825		49,223
Equity
Limited partners	19	11,212		7,395
General partner	19	4		6
Non-controlling interests attributable to:
Redeemable/exchangeable and special limited partnership units	19,20	12,683		14,500
Limited partnership units of Brookfield Office Properties Exchange LP	19,20	98		285
Class A shares of Brookfield Property REIT Inc. (“BPR”)	19,20	4,277		—
Interests of others in operating subsidiaries and properties	20	17,484		12,938
Total equity		45,758		35,124
Total liabilities and equity		$	111,583	$	84,347

See accompanying notes to the condensed consolidated financial statements.

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Brookfield Property Partners L.P.

Condensed Consolidated Income Statements

Unaudited		Three months ended Sep. 30,					Nine months ended Sep. 30,
(US$ Millions, except per unit amounts)	Note	2018			2017		2018		2017
Commercial property revenue	21	$	1,251		$	1,066	$	3,478	$	3,111
Hospitality revenue	22	502			410		1,460		1,214
Investment and other revenue	23	75			34		161		232
Total revenue		1,828			1,510		5,099		4,557
Direct commercial property expense	24	478			419		1,308		1,201
Direct hospitality expense	25	315			249		942		788
Investment and other expense		17			1		17		123
Interest expense		632			493		1,689		1,475
Depreciation and amortization	26	81			69		229		201
General and administrative expense	27	241			147		593		454
Total expenses		1,764			1,378		4,778		4,242
Fair value gains, net	28	556			339		1,943		717
Share of net earnings from equity accounted investments	6	65			371		581		897
Income before income taxes		685			842		2,845		1,929
Income tax (benefit) expense	16	(37		)	183		49		419
Net income		$	722		$	659	$	2,796	$	1,510
Net income attributable to:
Limited partners		$	144		$	61	$	532	$	88
General partner		—			—		—		—
Non-controlling interests attributable to:
Redeemable/exchangeable and special limited partnership units		206			104		857		149
Limited partnership units of Brookfield Office Properties Exchange LP		2			3		16		4
Class A shares of Brookfield Property REIT Inc.		28			—		39		—
Interests of others in operating subsidiaries and properties		342			491		1,352		1,269
Total		$	722		$	659	$	2,796	$	1,510
Net income per LP Unit:
Basic	19	$	0.44		$	0.22	$	1.79	$	0.31
Diluted	19	$	0.43		$	0.22	$	1.77	$	0.31

See accompanying notes to the condensed consolidated financial statements.

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Brookfield Property Partners L.P.

Condensed Consolidated Statements of Comprehensive Income

Unaudited		Three months ended Sep. 30,						Nine months ended Sep. 30,
(US$ Millions)	Note	2018			2017			2018			2017
Net income		$	722		$	659		$	2,796		$	1,510
Other comprehensive income (loss)	30
Items that may be reclassified to net income:
Foreign currency translation		(189		)	278			(690		)	573
Cash flow hedges		9			1			62			40
Available-for-sale securities		—			(1		)	—			—
Equity accounted investments		8			5			29			8
Items that will not be reclassified to net income:
Securities - fair value through other comprehensive income ("FVTOCI")		(1		)	—			(5		)	—
Remeasurement of defined benefit obligations		—			—			2			(2		)
Revaluation surplus		1			—			3			—
Total other comprehensive income (loss)		(172		)	283			(599		)	619
Total comprehensive income (loss)		$	550		$	942		$	2,197		$	2,129
Comprehensive income attributable to:
Limited partners
Net income		$	144		$	61		$	532		$	88
Other comprehensive income (loss)		(37		)	77			(136		)	145
		107			138			396			233
Non-controlling interests
Redeemable/exchangeable and special limited partnership units
Net income		206			104			857			149
Other comprehensive income (loss)		(49		)	131			(219		)	247
		157			235			638			396
Limited partnership units of Brookfield Office Properties Exchange LP
Net income		2			3			16			4
Other comprehensive income (loss)		—			3			(4		)	6
		2			6			12			10
Class A shares of Brookfield Property REIT Inc.
Net income		28			—			39			—
Other comprehensive income (loss)		(10		)	—			(10		)	—
		18			—			$	29		$	—
Interests of others in operating subsidiaries and properties
Net income		342			491			1,352			1,269
Other comprehensive income (loss)		(76		)	72			(230		)	221
		266			563			1,122			1,490
Total comprehensive income		$	550		$	942		$	2,197		$	2,129

See accompanying notes to the condensed consolidated financial statements.

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Brookfield Property Partners L.P.

Condensed Consolidated Statements of Changes in Equity

	Limited partners														General partner												Non-controlling interests
Unaudited (US$ Millions)	Capital			Retained earnings			Ownership Changes		Accumulated other comprehensive (loss) income			Total limited partners equity			Capital		Retained earnings		Ownership Changes			Accumulated other comprehensive (loss) income		Total general partner equity			Redeemable / exchangeable and special limited partnership units			Limited partnership units of Brookfield Office Properties Exchange LP			Class A shares of Brookfield Property REIT Inc.			Interests of others in operating subsidiaries and properties			Total equity
Balance as at Dec 31, 2017	$	5,613		$	1,878		$	140	$	(236	)	$	7,395		$	4	$	2	$	—		$	—	$	6		$	14,500		$	285		$	—		$	12,938		$	35,124
Net income	—			532			—					532			—		—		—			—		—			857			16			39			1,352			2,796
Other comprehensive income (loss)	—			—			—		(136		)	(136		)	—		—		—			—		—			(219		)	(4		)	(10		)	(230		)	(599		)
Total comprehensive income (loss)	—			532			—		(136		)	396			—		—		—			—		—			638			12			29			1,122			2,197
Distributions	—			(278		)	—		—			(278		)	—		—		—			—		—			(413		)	(8		)	(51		)	(794		)	(1,544		)
Issuance / repurchase of interests in operating subsidiaries	2,202			(1		)	112		—			2,313			—		—		—			—		—			63			1			3,386			4,218			9,981
Exchange of exchangeable units	156			—			19		(2		)	173			—		—		—			—		—			30			(203		)	—			—			—
Conversion of Class A shares of Brookfield Property REIT Inc.	306			—			2		—			308			—		—					—		—			3			—			(311		)	—			—
Change in relative interests of non-controlling interests	—			—			971		(66		)	905			—		—		(2		)	—		(2		)	(2,138		)	11			1,224			—			—
Balance as at Sep. 30, 2018	$	8,277		$	2,131		$	1,244	$	(440	)	$	11,212		$	4	$	2	$	(2	)	$	—	$	4		$	12,683		$	98		$	4,277		$	17,484		$	45,758
Balance as at Dec 31, 2016	$	5,743		$	2,085		$	127	$	(419	)	$	7,536		$	4	$	2	$	—		$	—	$	6		$	14,523		$	293		$	—		$	11,803		$	34,161
Net income	—			88			—		—			88			—		—		—			—		—			149			4			—			1,269			1,510
Other comprehensive (loss)	—			—			—		145			145			—		—		—			—		—			247			6			—			221			619
Total comprehensive income (loss)	—			88			—		145			233			—		—		—			—		—			396			10			—			1,490			2,129
Distributions	—			(226		)	—		—			(226		)	—		—		—			—		—			(387		)	(10		)	—			(1,219		)	(1,842		)
Issuance / repurchase of interest in operating subsidiaries	(136		)	(39		)	12		—			(163		)	—		—		—			—		—			(46		)	—			—			711			502
Exchange of exchangeable units	6			—			—		—			6			—		—		—			—		—			1			(7		)	—			—			—
Balance as at Sep. 30, 2017	$	5,613		$	1,908		$	139	$	(274	)	$	7,386		$	4	$	2	$	—		$	—	$	6		$	14,487		$	286		$	—		$	12,785		$	34,950

See accompanying notes to the condensed consolidated financial statements.

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Brookfield Property Partners L.P.

Condensed Consolidated Statements of Cash Flows

Unaudited		Nine Months Ended Sep. 30,
(US$ Millions)	Note	2018			2017
Operating activities
Net income		$	2,796		$	1,510
Share of equity accounted earnings, net of distributions		(219		)	(660		)
Fair value (gains), net	28	(1,943		)	(717		)
Deferred income tax expense	16	(57		)	314
Depreciation and amortization	26	229			201
Working capital and other		342			(261		)
		1,148			387
Financing activities
Debt obligations, issuance		16,704			13,918
Debt obligations, repayments		(12,933		)	(11,355		)
Capital securities issued		—			249
Capital securities redeemed		(555		)	(297		)
Non-controlling interests, issued		1,643			1,719
Non-controlling interests, purchased		—			(483		)
Limited partnership units, issued		500			—
Limited partnership units, repurchased		(14		)	(136		)
Distributions to non-controlling interests in operating subsidiaries		(765		)	(1,198		)
Distributions to limited partnership unitholders		(278		)	(226		)
Distributions to redeemable/exchangeable and special limited partnership unitholders		(413		)	(387		)
Distributions to holders of Brookfield Office Properties Exchange LP units		(8		)	(10		)
Distributions to holders of Class A shares of Brookfield Property REIT Inc.		(51		)	—
		3,830			1,794
Investing activities
Investment properties and subsidiaries, proceeds of dispositions		2,028			1,515
Property acquisitions and capital expenditures		(6,781		)	(3,739		)
Investment in equity accounted investments		(424		)	(471		)
Proceeds from sale and distributions of equity accounted investments and participating loan interests		571			891
Financial assets and other		(58		)	(262		)
Property, plant and equipment investments, net of dispositions		172			(187		)
Cash acquired in business combinations, net of cash impact from deconsolidation		563			(55		)
Restricted cash and deposits		(55		)	34
		(3,984		)	(2,274		)
Cash and cash equivalents
Net change in cash and cash equivalents during the period		994			(93		)
Effect of exchange rate fluctuations on cash and cash equivalents held in foreign currencies		(41		)	35
Balance, beginning of period		1,491			1,456
Balance, end of period		$	2,444		$	1,398
Supplemental cash flow information
Cash paid for:
Income taxes		$	106		$	55
Interest (excluding dividends on capital securities)		$	1,449		$	1,150

See accompanying notes to the condensed consolidated financial statements.

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Brookfield Property Partners L.P.

Notes to the Condensed Consolidated Financial Statements

NOTE 1. ORGANIZATION AND NATURE OF THE BUSINESS

Brookfield Property Partners L.P. (“BPY” or the “partnership”) was formed as a limited partnership under the laws of Bermuda, pursuant to a limited partnership agreement dated January 3, 2013, as amended and restated on August 8, 2013. BPY is a subsidiary of Brookfield Asset Management Inc. (“Brookfield Asset Management” or the “parent company”) and is the primary entity through which the parent company and its affiliates own, operate, and invest in commercial and other income producing property on a global basis.

The partnership’s sole material asset at September 30, 2018 is a 47% managing general partnership unit interest in Brookfield Property L.P. (the “operating partnership”), which holds the partnership’s interest in commercial and other income producing property operations. The partnership’s interest in the operating partnership is comprised solely of an interest in managing general partner units (“GP Units”). The GP Units provide the partnership with the power to direct the relevant activities of the operating partnership.

The partnership’s limited partnership units (“BPY Units” or “LP Units”) are listed and publicly traded on the Nasdaq Stock Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”) under the symbols “BPY” and “BPY.UN”, respectively.

The registered head office and principal place of business of the partnership is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Statement of compliance

The interim condensed consolidated financial statements of the partnership and its subsidiaries have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB, have been omitted or condensed.

These condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018 were approved and authorized for issue by the Board of Directors of the partnership on October 31, 2018.

b) Basis of presentation

The interim condensed consolidated financial statements are prepared using the same accounting policies and methods as those used in the consolidated financial statements for the year ended December 31, 2017, except for accounting standards adopted as identified in Note c) below. Consequently, the information included in these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the partnership’s annual report on Form 20-F for the year ended December 31, 2017.

The interim condensed consolidated financial statements are unaudited and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented in accordance with IFRS. The results reported in these interim condensed consolidated financial statements should not necessarily be regarded as indicative of results that may be expected for the entire year.

The interim condensed consolidated financial statements are prepared on a going concern basis and have been presented in U.S. Dollars rounded to the nearest million unless otherwise indicated.

c) Change in operating segments

IFRS 8, Operating Segments, requires operating segments to be determined based on internal reports that are regularly reviewed by the chief operating decision maker (“CODM”) for the purpose of allocating resources to the segment and to assessing its performance. On July 1, 2018, the partnership realigned its LP Investments segment (formerly referred to as Opportunistic) to include the corporate function of the Brookfield-sponsored real estate opportunity funds, previously included in the Corporate segment, to more closely align with the how the partnership now presents financial information to the CODM and investors. As of September 30, 2018, the partnership is organized into four reportable segments: i) Core Office, ii) Core Retail, iii) LP Investments and iv) Corporate. These segments are independently and regularly reviewed and managed by the Chief Executive Officer, who is considered the CODM. Segment disclosures for periods prior to the realignment of segments have been recast to reflect the changes in the partnership’s operating segments. See Note 35, Segment Information, for further discussion.

d) Adoption of Accounting Standards

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”)

The partnership adopted IFRS 15 effective January 1, 2018. IFRS 15 specifies how and when revenue should be recognized as well as requiring more informative and relevant disclosures. The standard also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The standard supersedes IAS 18, Revenue, IAS 11, Construction Contracts and a number of revenue-related interpretations. IFRS 15 applies to nearly all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts. The partnership’s revenue from leases are outside the scope of IFRS 15. The partnership’s material revenue streams subject to IFRS 15 are hospitality revenue and non-lease components within lease arrangements arising from the recovery of certain operating expenses from tenants. The adoption of IFRS 15 did not result in any material change to the pattern of revenue recognition by the partnership. The partnership adopted the standard using the modified retrospective approach with no restatement of comparatives and did not record any adjustment upon

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adoption. The partnership made additional disclosures in Note 20, Commercial Property Revenue, Note 21, Hospitality Revenue and Note 34, Segment Information, as a result of the adoption.

Following the adoption of IFRS 15, the partnership has separately disclosed other revenue from tenants in Note 20, Commercial Property Revenue, which consists of non-lease components within lease arrangements arising from the recovery of certain operating expenses from tenants which are accounted for in accordance with IFRS 15. Other revenue from tenants is recognized when the partnership has satisfied its performance obligation by delivering services as agreed upon in the lease agreements to tenants at an amount equal to the component of revenue allocated to such performance obligation.

The recognition pattern of hospitality revenue is not impacted upon adoption of IFRS 15. Room revenue is recognized net of taxes and levies. The partnership recognizes net wins from casino gaming activities, the difference between gaming wins and losses, as gaming revenue. Advance deposits from guests’ bookings of rooms and leisure activities are deferred and included as a liability until services are provided to guests. Similarly, the partnership recognizes a liability for deposits received from patrons before gaming activities occurs as well as for chips in patron’s possession. Revenue from accommodation is recognized over the period that the guest stays at the hotel; food and beverage revenue is recognized when goods and services are provided; and revenue from leisure activities is recognized when leisure activities are completed given the short duration.

The recognition pattern of fee revenue is not impacted upon adoption of IFRS 15. It is recognized over a period of time as the partnership satisfies its performance obligations as agreed upon in contracts with customers.

IFRS 9, Financial Instruments (“IFRS 9”)

The partnership adopted IFRS 9 effective January 1, 2018. IFRS 9 supersedes IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 establishes principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity’s future cash flows. This new standard also includes a new general hedge accounting standard which will align hedge accounting more closely to risk management. It does not fully change the types of hedging relationships or the requirement to measure and recognize ineffectiveness, however, it will allow more hedging strategies that are used for risk management to qualify for hedge accounting and introduce more judgment to assess the effectiveness of a hedging relationship.

The partnership adopted IFRS 9 retrospectively with no restatement of comparatives. The adoption did not result in any material adjustment to the carrying amounts of financial assets, financial liabilities or opening retained earnings.

The following table presents the types of financial instruments held by the partnership within each financial instrument classification under IAS 39 and IFRS 9:

	IAS 39		IFRS 9
	Classification	Measurement basis	Classification and measurement basis
Financial assets
Participating loan interests	Loans and receivables	Amortized cost	FVTPL
Loans and notes receivable	Loans and receivables	Amortized cost	Amortized cost
Other non-current assets
Securities designated as FVTPL	FVTPL	Fair value	FVTPL
Derivative assets	FVTPL	Fair value	FVTPL
Securities designated as AFS	AFS	Fair value	FVTOCI
Restricted cash	Loans and receivables	Amortized cost	Amortized cost
Accounts receivable and other
Derivative assets	FVTPL	Fair value	FVTPL
Other receivables	Loans and receivables	Amortized cost	Amortized cost
Cash and cash equivalents	Loans and receivables	Amortized cost	Amortized cost
Financial liabilities
Debt obligations	Other liabilities	Amortized cost	Amortized cost
Capital securities	Other liabilities	Amortized cost	Amortized cost
Capital securities - fund subsidiaries	Other liabilities	Fair value	FVTPL
Other non-current liabilities
Loan payable	FVTPL	Fair value	FVTPL
Other non-current financial liabilities	Other liabilities	Amortized cost	Amortized cost
Derivative liabilities	FVTPL	Fair value	FVTPL
Accounts payable and other liabilities	Other liabilities	Amortized cost	Amortized cost

For financial instruments measured at amortized cost, the partnership assesses if there have been significant increases in credit risk since initial recognition to determine whether lifetime or 12-month expected credit losses should be recognized. Any related loss allowances are recorded through profit or loss. The change in impairment policy did not have a material impact on the partnership’s financial statements.

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The adoption of IFRS 9 did not have any material impact to the partnership’s policy for hedge accounting applied to certain derivative instruments. The partnership’s accounting policy is outlined in Note 2, Summary ofSignificant Accounting Policies, of the consolidated financial statements for the year ended December 31, 2017.

e) Estimates

The preparation of the partnership’s interim condensed consolidated financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise judgment in applying the partnership’s accounting policies. The accounting policies and critical estimates and assumptions have been set out in Note 2, Summary ofSignificant Accounting Policies, to the partnership’s consolidated financial statements for the year ended December 31, 2017 and have been consistently applied in the preparation of the interim condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018.

f) Future Accounting Policy

IFRS 16, Leases (“IFRS 16”)

IFRS 16 supersedes IAS 17, Leases and related interpretations and is effective for periods beginning on or after January 1, 2019, with earlier adoption permitted if IFRS 15 has also been applied. IFRS 16 brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however, remains largely unchanged and the distinction between operating and finance leases is retained.

The partnership has participated in strategic planning sessions with its subsidiaries and associates and has developed and implemented an adoption project plan. Using the population of existing contractual arrangements, the partnership has substantially completed its identification of leases that are required to be capitalized under the new standard. The partnership is currently quantifying the present value of the identified lease contracts to determine the impact on the January 1, 2019 balance sheet and is assessing the expected impact to other financial statement line items once the standard has been adopted. The partnership is progressing as planned in its adoption project plan. Next steps include completing analysis on the transitional adjustment, assessing the impact to internal controls and drafting the additional disclosures required by the new standard.

The partnership currently anticipates adopting the standard using the modified retrospective approach, whereby any transitional impact is recorded in equity as of January 1, 2019 and comparative periods are not restated. The partnership intends to complete the transition using the current definition of a lease and expects to apply certain transition reliefs, practical expedients and policy choice options on adoption of the new standard.

The partnership will continue to evaluate the overall impact of IFRS 16 on its consolidated financial statements.

NOTE 3. ACQUISITION OF GGP INC.

On March 26, 2018, the partnership entered into a definitive merger agreement with GGP Inc. (“GGP”) to acquire all of the outstanding common shares of GGP other than those shares already held by the partnership and its subsidiaries. Under the terms of the agreement, GGP common shareholders had the right to elect, for each GGP share, to receive, subject to proration, (i) $23.50 in cash or (ii) either one BPY unit or one share of Class A stock, par value $0.01 per share, of BPR (“BPR Unit”), a new U.S. REIT security formed by recapitalizing GGP and amending its governing documents. Each BPR Unit is structured to provide an economic return equivalent to a LP Unit. The holder of a BPR Unit has the right, at any time, to request the share be redeemed for cash equivalent to the value of a LP Unit. In the event the holder of a BPR Unit exercises this right, the partnership has the right, at its sole discretion, to satisfy the redemption request with a LP Unit rather than cash.

On July 26, 2018, GGP shareholders approved the merger which closed on August 28, 2018. On closing the partnership controlled BPR as it held 87% of the voting stock of BPR through its 100% ownership of the BPR Class B and Class C shares. The balance of the voting rights in respect of BPR are held by the holders of the BPR Units.

Based on shareholder elections, which were subject to proration, cash totaling $9.05 billion was paid by GGP to its shareholders, other than the partnership, in the form of a pre-closing dividend on August 27, 2018. According to the terms of the agreement, the consideration payable on close of the merger was reduced by the amount of the pre-closing dividend. The pre-closing dividend was funded with new term debt, property-level refinancings, proceeds from the sale of partial interests in certain GGP properties and the issuance of non-controlling interests in subsidiaries of GGP.

The acquisition of GGP was accounted for as a business combination achieved in stages. The partnership’s existing equity interest in GGP was remeasured to fair value immediately prior to the acquisition date of August 28, 2018 based on the partnership’s interest in the fair value of the identifiable net assets and liabilities of GGP at the time. As a result of this remeasurement, a loss of approximately $580 million was recognized in fair value gains, net.

Consideration paid on acquisition of control by the partnership was comprised of the following:

• 88 million LP Units with a fair value of $1,786 million determined with reference to the trading price of the LP Units on the closing date;

• 161 million BPR Units with a fair value of $3,383 million determined with reference to the initial trading price of the BPR Unit;

• Cash consideration of $200 million; and

• Share-based payment awards to GGP employees with a fair value of $28 million.

As discussed in Note 19, Equity, the BPR Units issued on closing represent a non-controlling interest in the partnership.

As of September 30, 2018, the valuation of the investment properties, equity accounted investments, debt obligations, deferred tax liabilities, transaction costs, certain working capital balances and the acquisition date fair value of the partnership’s existing equity interest in GGP were still under evaluation by the partnership. Accordingly, the business combination has been accounted for on a provisional basis.

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The following table summarizes the provisional amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed in addition to the consideration paid and transaction costs incurred:

(US$ Millions)	GGP
Investment properties	$	17,991
Equity accounted investments	10,850
Property, plant and equipment	56
Accounts receivable and other	579
Cash and cash equivalents	423
Total assets	29,899
Less:
Debt obligations	(13,147		)
Accounts payable and other	(830		)
Deferred tax liabilities	(161		)
Non-controlling interests(1)	(1,938		)
Net assets acquired	$	13,823
Consideration(2)	$	13,166
Transaction costs	2

⁽¹⁾ Includes non-controlling interests in a subsidiary of BPR measured as the proportionate share of the fair value of the assets, liabilities and contingent liabilities on the date of acquisition.

⁽²⁾  Includes the acquisition date fair value of the partnership’s previously held equity interest in GGP of $7,770 million.

In connection with the acquisition of GGP, the partnership has recognized a bargain purchase gain of $657 million in fair value gains, net. The agreed transaction price and the fair value of the consideration transferred was less than the aggregate fair values of the individual assets acquired net of the liabilities assumed. The partnership determined the purchase price allocation, on a provisional basis, is complete and appropriately measured giving consideration to fact that the fair value of the investment properties acquired was determined based on transaction prices agreed with third parties for the sale of partial interests in certain of the GGP assets and valuation models prepared by an independent external appraiser.

In the period from August 28, 2018 to September 30, 2018, the partnership recorded revenue and net income in connection with this acquisition of approximately $129 million and $77 million, respectively. If the acquisition had occurred on January 1, 2018, the partnership’s total revenue and net income would have been $6,142 million and $3,413 million, respectively, for the nine months ended September 30, 2018.

NOTE 4. BUSINESS ACQUISITIONS AND COMBINATIONS

In addition to the acquisition of GGP, discussed in Note 3, Acquisition of GGP Inc., the partnership completed the following significant business combinations during 2018:

• On February 1, 2018, the partnership acquired a portfolio of 105extended-stay hotel properties across the United States (“Extended-Stay Hotel Portfolio”) for total consideration of $764 million.

• On February 1, 2018, the partnership acquired a portfolio of 15 student housing properties in the United Kingdom (“UK Student Housing IV”), for total consideration of £527 million ($752 million).

• On August 3, 2018, the partnership acquired a 100% leasehold interest in 666 Fifth Avenue, a commercial office asset in New York, for consideration of $1,252 million.

The partnership also completed several immaterial acquisitions during 2018 for total consideration of $3,056 million. The acquisitions were primarily LP Investments made by Brookfield-sponsored real estate funds to invest the fund capital. The partnership consolidates the acquired investments as Brookfield’s power as general partner, together with the partnership’s LP interests, provide the partnership with control over the investments.

10

The following table summarizes the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed in addition to the consideration and transaction costs incurred:

(US$ Millions)	Extended- Stay Hotel Portfolio			UK Student Housing IV			666 Fifth Avenue(3)			Other			Total
Date of acquisition	2/1/2018			2/1/2018			8/3/2018			Various
Investment properties	$	—		$	742		$	1,246		$	3,418		$	5,406
Property, plant and equipment	768			2			—			600			1,370
Goodwill	—			—			—			92			92
Intangible assets	—			—			—			54			54
Accounts receivable and other	7			53			10			542			612
Cash and cash equivalents	2			18			—			132			152
Total assets	777			815			1,256			4,838			7,686
Less:
Debt obligations	—			—			—			(1,163		)	(1,163		)
Accounts payable and other	(13		)	(63		)	(4		)	(283		)	(363		)
Deferred tax liabilities	—			—			—			(44		)	(44		)
Non-controlling interests(1)	—			—			—			(53		)	(53		)
Net assets acquired	$	764		$	752		$	1,252		$	3,295		$	6,063
Consideration(2)	$	764		$	752		$	1,252		$	3,056		$	5,824
Transaction costs	$	9		$	7		$	44		$	55		$	115

⁽¹⁾ Includes non-controlling interests recognized on business combinations measured as the proportionate share of the fair value of the assets, liabilities and contingent liabilities on the date of acquisition.

⁽²⁾ Includes consideration paid with funds received from issuance of non-controlling interests to certain institutional investors in funds sponsored by Brookfield Asset Management.

⁽³⁾  The valuation of the investment property was still under evaluation by the partnership. Accordingly, this business combination has been accounted for on a provisional basis.

Excluding the acquisition of GGP, in the period from each acquisition date to September 30, 2018, the partnership recorded revenue and net income in connection with these acquisitions of approximately $308 million and $80 million, respectively. If the acquisitions had occurred on January 1, 2018, the partnership’s total revenue and net income would have been $5,279 million and $2,870 million, respectively, for the nine months ended September 30, 2018.

Transaction costs, which primarily relate to legal and consulting fees, are expensed as incurred in accordance with IFRS 3, Business Combinations and included in general and administrative expense on the consolidated income statement.

NOTE 5. INVESTMENT PROPERTIES

The following table presents a roll forward of the partnership’s investment property balances, all of which are considered Level 3 within the fair value hierarchy, for the nine months ended September 30, 2018 and the year ended December 31, 2017:

	Nine months ended Sep. 30, 2018									Year ended Dec. 31, 2017
(US$ Millions)	Commercial properties			Commercial developments			Total			Commercial properties			Commercial developments			Total
Balance, beginning of period	$	48,780		$	2,577		$	51,357		$	45,699		$	3,085		$	48,784
Changes resulting from:
Property acquisitions(1)	22,479			936			23,415			5,545			107			5,652
Capital expenditures	614			837			1,451			905			990			1,895
Property dispositions(2)	(647		)	(3		)	(650		)	(1,240		)	(675		)	(1,915		)
Fair value gains, net	626			454			1,080			347			202			549
Foreign currency translation	(1,165		)	(98		)	(1,263		)	1,121			159			1,280
Transfer between commercial properties and commercial developments	688			(688		)	—			1,038			(1,038		)	—
Reclassifications to assets held for sale and other changes	(1,435		)	2			(1,433		)	(4,635		)	(253		)	(4,888		)
Balance, end of period	$	69,940		$	4,017		$	73,957		$	48,780		$	2,577		$	51,357

⁽¹⁾  Includes the commercial properties and developments from the GGP acquisition. See Note 3, Acquisition of GGP Inc. for further information.

⁽²⁾  Property dispositions represent the carrying value on date of sale.

The partnership determines the fair value of each commercial property based upon, among other things, rental income from current leases and assumptions about rental income from future leases reflecting market conditions at the applicable balance sheet dates, less future cash outflows in respect of such leases. Investment property valuations are completed by undertaking one of two accepted income approach methods, which include either: i) discounting the expected future cash flows, generally over a term of 10 years including a terminal value based on the application

11

of a capitalization rate to estimated year 11 cash flows; or ii) undertaking a direct capitalization approach whereby a capitalization rate is applied to estimated current year cash flows. In determining the appropriateness of the methodology applied, the partnership considers the relative uncertainty of the timing and amount of expected cash flows and the impact such uncertainty would have in arriving at a reliable estimate of fair value. The partnership prepares these valuations considering asset and market specific factors, as well as observable transactions for similar assets. The determination of fair value requires the use of estimates, which are internally determined and compared with market data, third-party reports and research as well as observable conditions. There are currently no known trends, events or uncertainties that the partnership reasonably believes could have a sufficiently pervasive impact across the partnership’s businesses to materially affect the methodologies or assumptions utilized to determine the estimated fair values reflected in these financial statements. Discount rates and capitalization rates are inherently uncertain and may be impacted by, among other things, movements in interest rates in the geographies and markets in which the assets are located. Changes in estimates of discount and capitalization rates across different geographies and markets are often independent of each other and not necessarily in the same direction or of the same magnitude. Further, impacts to the partnership’s fair values of commercial properties from changes in discount or capitalization rates and cash flows are usually inversely correlated. Decreases (increases) in the discount rate or capitalization rate result in increases (decreases) of fair value. Such decreases (increases) may be mitigated by decreases (increases) in cash flows included in the valuation analysis, as circumstances that typically give rise to increased interest rates (e.g., strong economic growth, inflation) usually give rise to increased cash flows at the asset level. Refer to the table below for further information on valuation methods used by the partnership for its asset classes.

Commercial developments are also measured using a discounted cash flow model, net of costs to complete, as of the balance sheet date. Development sites in the planning phases are measured using comparable market values for similar assets.

In accordance with its policy, the partnership generally measures and records its commercial properties and developments using valuations prepared by management. However, for certain recently acquired subsidiaries, including GGP, the partnership has used valuations prepared by external valuation professionals. Additionally, a number of properties are externally appraised each year and the results of those appraisals are compared to the partnership’s internally prepared values.

The key valuation metrics for the partnership’s consolidated commercial properties are presented in the following tables below on a weighted-average basis:

		Sep. 30, 2018					Dec. 31, 2017
Consolidated properties	Primary valuation method	Discount rate		Terminal capitalization rate		Investment horizon (years)	Discount rate		Terminal capitalization rate		Investment horizon (years)
Core Office
United States	Discounted cash flow	7.0	%	5.6	%	12	7.0	%	5.8	%	13
Canada	Discounted cash flow	6.0	%	5.5	%	10	6.1	%	5.5	%	10
Australia	Discounted cash flow	6.9	%	6.1	%	10	7.0	%	6.1	%	10
Brazil	Discounted cash flow	9.6	%	7.6	%	7	9.7	%	7.6	%	7
Core Retail(1)	Discounted cash flow	7.1	%	6.0	%	10	—	%	—	%	—
LP Investments- Office(2)	Discounted cash flow	10.1	%	7.0	%	6	10.2	%	7.5	%	7
LP Investments- Retail	Discounted cash flow	8.9	%	7.7	%	10	9.0	%	8.0	%	10
Industrial	Discounted cash flow	6.6	%	5.7	%	10	6.8	%	6.2	%	10
Mixed-use(2)	Discounted cash flow	8.2	%	5.4	%	10	8.4	%	5.3	%	10
Multifamily(3)	Direct capitalization	4.8	%	n/a		n/a	4.8	%	n/a		n/a
Triple Net Lease(3)	Direct capitalization	6.3	%	n/a		n/a	6.4	%	n/a		n/a
Self-storage(3)	Direct capitalization	5.7	%	n/a		n/a	5.8	%	n/a		n/a
Student Housing(3)	Direct capitalization	5.5	%	n/a		n/a	5.8	%	n/a		n/a
Manufactured Housing(3)	Direct capitalization	5.4	%	n/a		n/a	5.8	%	n/a		n/a

⁽¹⁾ The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not held by the partnership. Subsequent to this transaction, the partnership is consolidating the financial results of GGP. Please see Note 3, Acquisition of GGP Inc., for further information.

⁽²⁾ In the third quarter of 2018, the valuation metrics for International Finance Center Seoul (“IFC”) are reported under the mixed-use sector. The valuation metrics for LP Investments- Office have been updated for both periods presented.

⁽³⁾ The valuation method used to value multifamily, triple net lease, self-storage, student housing, and manufactured housing properties is the direct capitalization method. The rates presented as the discount rate relate to the overall implied capitalization rate. The terminal capitalization rate and investment horizon are not applicable.

The following table presents the partnership’s investment properties measured at fair value in the condensed consolidated financial statements and the level of the inputs used to determine those fair values in the context of the hierarchy as defined in Note 2(i), Summary of Significant Accounting Policies: Fair value measurement, in the consolidated financial statements as of December 31, 2017:

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	Sep. 30, 2018								Dec. 31, 2017
					Level 3								Level 3
(US$ Millions)	Level 1		Level 2		Commercial properties		Commercial developments		Level 1		Level 2		Commercial properties		Commercial developments
Core Office
United States	$	—	$	—	$	14,105	$	1,148	$	—	$	—	$	14,259	$	568
Canada	—		—		4,238		110		—		—		4,493		104
Australia	—		—		2,843		49		—		—		2,472		8
Europe	—		—		130		1,209		—		—		120		920
Brazil	—		—		302		—		—		—		327		—
Core Retail(1)	—		—		17,721		309		—		—		—		—
LP Investments
LP Investments- Office(2)	—		—		7,980		428		—		—		6,044		231
LP Investments- Retail	—		—		3,493		6		—		—		3,406		6
Industrial	—		—		2,341		459		—		—		1,409		533
Multifamily	—		—		4,107		—		—		—		3,925		—
Triple Net Lease	—		—		4,974		—		—		—		4,804		—
Self-storage	—		—		799		79		—		—		1,796		58
Student Housing	—		—		2,040		220		—		—		1,204		149
Manufactured Housing	—		—		2,356		—		—		—		2,206		—
Mixed-Use(2)	—		—		2,511		—		—		—		2,315		—
Total	$	—	$	—	$	69,940	$	4,017	$	—	$	—	$	48,780	$	2,577

⁽¹⁾ The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not previously held by the partnership. Subsequent to this transaction, the partnership is consolidating the financial results of GGP. Please see Note 3, Acquisition of GGP Inc., for further information.

⁽²⁾ During the third quarter of 2018, the commercial properties for IFC are reported under the mixed-use sector. The valuation metrics for LP Investments- Office have been updated for both periods presented.

The following table presents a sensitivity analysis to the impact of a 25 basis point movement of the discount rate and terminal capitalization or overall implied capitalization rate on fair values of the partnership’s commercial properties for the nine months ended September 30, 2018, for properties valued using the discounted cash flow or direct capitalization method, respectively:

	Sep. 30, 2018
(US$ Millions)	Impact on fair value of commercial properties
Core Office
United States	$	897
Canada	259
Australia	154
Brazil	35
Core Retail	612
LP Investments
LP Investments- Office	283
LP Investments- Retail	147
Industrial	171
Mixed-use	123
Multifamily	203
Triple Net Lease	175
Self-storage	28
Student Housing	93
Manufactured Housing	103
Total	$	3,283

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NOTE 6. EQUITY ACCOUNTED INVESTMENTS

The partnership has investments in joint arrangements that are joint ventures, and also has investments in associates. Joint ventures hold individual commercial properties and portfolios of commercial properties and developments that the partnership owns together with co-owners where decisions relating to the relevant activities of the joint venture require the unanimous consent of the co-owners. Associates are investments in which the partnership has significant influence over financial and operating decisions but does not have control or joint control. Details of the partnership’s investments in joint ventures and associates, which have been accounted for in accordance with the equity method of accounting, are as follows:

			Proportion of ownership interests				Carrying value
(US$ Millions)	Principal activity	Principal place of business	Sep. 30, 2018		Dec. 31, 2017		Sep. 30, 2018		Dec. 31, 2017
Joint Ventures
Canary Wharf Joint Venture(1)	Property holding company	United Kingdom	50	%	50	%	$	3,358	$	3,284
BPR JV Pool A(2)	Property holding company	United States	50	%	—	%	1,927		—
BPR JV Pool B(2)	Property holding company	United States	51	%	—	%	1,191		—
Ala Moana Center, Hawaii(2)	Property holding company	United States	50	%	—	%	1,598
Manhattan West, New York	Property holding company	United States	56	%	56	%	1,526		1,439
Fashion Show, Las Vegas(2)	Property holding company	United States	50	%	—	%	875		—
The Grand Canal Shoppes, Las Vegas(2)	Property holding company	United States	50	%	—	%	603		—
Grace Building, New York	Property holding company	United States	50	%	50	%	582		585
Oakbrook Center, Illinois(2)	Property holding company	United States	48	%	—	%	519		—
One Liberty Plaza, New York	Property holding company	United States	51	%	51	%	439		408
Southern Cross East, Melbourne(3)	Property holding company	Australia	50	%	50	%	403		407
Brookfield Fairfield U.S. Multifamily Value Add Fund II ("VAMF II")	Property holding company	United States	37	%	37	%	321		291
Park Meadows, Colorado(2)	Property holding company	United States	35	%	—	%	311		—
Miami Design District, Florida(2)	Property holding company	United States	22	%	—	%	298		—
E&Y Complex, Sydney(3)	Property holding company	Australia	50	%	50	%	298		311
Brookfield D.C. Office Partners LLC ("D.C. Fund"), Washington, D.C.	Property holding company	United States	51	%	51	%	294		310
Brookfield Brazil Retail Fundo de Investimento em Participaçõe ("Brazil Retail")	Holding company	Brazil	46	%	46	%	282		339
The Mall in Columbia, Maryland(2)	Property holding company	United States	50	%	—	%	262		—
Shops at Merrick Park, Florida(2)	Property holding company	United States	55	%	—	%	259		—
Kenwood Towne Center, Ohio(2)	Property holding company	United States	50	%	—	%	251		—
Other(4)	Various	Various	10% - 90%		12% - 90%		5,058		2,193
							20,655		9,567
Associates
GGP(2)	Real estate investment trust	United States	—	%	34	%	—		8,844
China Xintiandi (“CXTD”)(5)	Property holding company	China	22	%	22	%	492		499
Diplomat Resort and Spa ("Diplomat")	Property holding company	United States	90	%	90	%	324		339
Brookfield Premier Real Estate Partners Pooling LLC ("BPREP")	Property holding company	United States	9	%	10	%	107		122
Other	Various	Various	23% - 31%		23% - 31%		362		390
							1,285		10,194
Total							$	21,940	$	19,761

⁽¹⁾  Stork Holdco LP is the joint venture through which the partnership acquired Canary Wharf Group plc (“Canary Wharf”) in London.

⁽²⁾  The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not previously held by the partnership. Subsequent to this transaction, the partnership is consolidating the financial results of GGP, including its interests in properties held through joint ventures. The partnership’s 34% interest in GGP prior to the acquisition was deconsolidated. Please see Note 3, Acquisition of GGP Inc., for further information.

⁽³⁾  The partnership exercises joint control over these jointly controlled assets through a participating loan agreement with Brookfield Asset Management that is convertible at any time into a direct equity interest in the entity.

⁽⁴⁾  Other joint ventures consists of approximately 88 joint ventures, all of which have a carrying value below $250 million.

⁽⁵⁾  The partnership’s interest in CXTD is held through a subsidiary, BSREP CXTD Holdings L.P., in which it has an approximate 31% interest.

There are no quoted market prices for the partnership’s equity accounted investments.

14

The following table presents the change in the balance of the partnership’s equity accounted investments as of September 30, 2018 and December 31, 2017:

	Nine months ended			Year ended
(US$ Millions)	Sep. 30, 2018			Dec. 31, 2017
Equity accounted investments, beginning of period	$	19,761		$	16,844
GGP joint ventures acquired from business acquisition(1)	10,850			—
Deconsolidation of pre-acquisition GGP equity interest(1)	(8,349		)	—
Additions	510			1,372
Disposals and return of capital distributions	(647		)	(281		)
Share of net earnings from equity accounted investments(2)	581			961
Distributions received	(362		)	(369		)
Foreign currency translation	(300		)	430
Reclassification to assets held for sale(3)	—			(712		)
Impact of warrant conversion(2)	—			1,448
Other comprehensive income and other	(104		)	68
Equity accounted investments, end of period	$	21,940		$	19,761

⁽¹⁾  The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not previously held by the partnership. As a result of the acquisition, GGP’s interest in joint ventures of $10,850 million was added to the balance of equity accounted investments, offset by the deconsolidation of the partnership’s 34% interest of $7,769 million and fair value loss of $580 million from adjusting the partnership’s interest in GGP to its fair value immediately prior to acquiring control. See Note 3, Acquisition of GGP Inc., for further information.

⁽²⁾  During the fourth quarter of 2017, in the Core Retail segment, the partnership exercised all of its outstanding warrants of GGP. Of these warrants, 16 million were exercised on a cashless basis and the remaining 43 million warrants on a full share settlement basis for approximately $462 million. The exercise resulted in the partnership’s acquisition of an additional 68 million common shares of GGP, increasing its ownership from 29% to 34%.The partnership determined its share of the net fair value of the incremental interests acquired in GGP’s identifiable assets and liabilities. The excess of its share of this net fair value over the cost of the investment of $442 million represents a gain that is included in share of net earnings from equity accounted investments for the year ended December 31, 2017.

⁽³⁾  The partnership’s interest in 245 Park Avenue in Midtown New York was reclassified to assets held for sale in the first quarter of 2017 and sold in the second quarter of 2017.

The key valuation metrics for the partnership’s commercial properties held within the partnership’s equity accounted investments are set forth in the table below on a weighted-average basis:

		Sep. 30, 2018					Dec. 31, 2017
Equity accounted investments	Primary valuation method	Discount rate		Terminal capitalization rate		Investment horizon (yrs)	Discount rate		Terminal capitalization rate		Investment horizon (yrs)
Core Office
United States	Discounted cash flow	6.6	%	5.3	%	11	6.5	%	5.3	%	11
Australia	Discounted cash flow	6.7	%	5.8	%	10	7.0	%	5.8	%	10
Europe	Discounted cash flow	4.7	%	4.8	%	10	4.8	%	4.8	%	10
Core Retail
United States(1)	Discounted cash flow	6.7	%	5.3	%	10	7.0	%	5.6	%	10
LP Investments - Office	Discounted cash flow	6.1	%	5.0	%	10	6.6	%	5.7	%	10
LP Investments - Retail	Discounted cash flow	11.3	%	7.1	%	10	11.5	%	7.2	%	11
Industrial	Discounted cash flow	6.2	%	5.4	%	10	6.4	%	5.8	%	10
Multifamily(2)	Direct capitalization	5.1	%	n/a		n/a	5.1	%	n/a		n/a

⁽¹⁾  The partnership obtained control of GGP during the third quarter of 2018 following the acquisition of the common shares not previously held by the partnership. Subsequent to this transaction, the partnership is consolidating the financial results of GGP. The period ended September 30, 2018 represents GGP’s joint ventures acquired from the acquisition. The prior period represents the partnership’s 34% interest in GGP prior to the acquisition. Please see Note 3, Acquisition of GGP Inc., for further information.

⁽²⁾  The valuation method used to value multifamily investments is the direct capitalization method. The rates presented as the discount rate relate to the overall implied capitalization rate. The terminal capitalization rate and investment horizon are not applicable.

15

Summarized financial information in respect of the partnership’s equity accounted investments is presented below:

(US$ Millions)	Sep. 30, 2018		Dec. 31, 2017
Non-current assets	$	87,248	$	83,176
Current assets	13,577		3,679
Total assets	100,825		86,855
Non-current liabilities	35,863		31,913
Current liabilities	4,744		4,446
Total liabilities	40,607		36,359
Net assets	60,218		50,496
Partnership’s share of net assets	$	21,940	$	19,761

	Three months ended Sep. 30,					Nine months ended Sep. 30,
(US$ Millions)	2018			2017		2018			2017
Revenue	$	1,290		$	1,236	$	3,904		$	3,634
Expenses	1,101			738		1,579			2,144
Income from equity accounted investments(1)	61			129		323			375
Income before fair value gains, net	250			627		2,648			1,865
Fair value (losses) gains, net	(522		)	535		(1,663		)	750
Net income	(272		)	1,162		985			2,615
Partnership’s share of net earnings	$	65		$	371	$	581		$	897

⁽¹⁾  Share of net earnings from equity accounted investments recorded by the partnership’s joint ventures and associates.

NOTE 7. PARTICIPATING LOAN INTERESTS

Participating loan interests represent interests in certain properties in Australia that do not provide the partnership with control over the entity that owns the underlying property and are held at fair value through profit or loss ("FVTPL") on the condensed consolidated balance sheets. The instruments, which are receivable from a wholly-owned subsidiary of Brookfield Asset Management, have contractual maturity dates of September 26, 2020 and February 1, 2023, subject to the partnership’s prior right to convert into direct ownership interests in the underlying commercial properties, and have contractual interest rates that vary with the results of operations of those properties.

The outstanding principal of the participating loan interests relates to the following properties:

(US$ Millions)	Participation interest				Carrying value
Name of property	Sep. 30, 2018		Dec. 31, 2017		Sep. 30, 2018		Dec. 31, 2017
Darling Park Complex, Sydney	30	%	30	%	$	266	$	251
IAG House, Sydney(1)	—	%	50	%	—		111
Jessie Street, Sydney(1)	—	%	100	%	—		155
Total participating loan interests					$	266	$	517

⁽¹⁾  In the third quarter of 2018, the partnership amended its agreements to allow the partnership to acquire the trust that holds these underlying properties instead of acquiring the properties directly. This amendment resulted in a change of control, which results in the partnership consolidating the results of these entities.

For the three and nine months ended September 30, 2018, the partnership recognized interest income on the participating loan interests of $2 million (2017 - $7 million) and $15 million (2017 - $21 million), respectively, and fair value gains of $9 million (2017 - $27 million) and $29 million (2017 - $57 million), respectively.

NOTE 8. PROPERTY, PLANT AND EQUIPMENT

Property, plant, and equipment primarily consists of hospitality assets such as Center Parcs UK, Paradise Island Holdings Limited (“Atlantis”), a portfolio of extended-stay hotels in the U.S. and a hotel at IFC.

The following table presents the useful lives of each hospitality asset by class:

Hospitality assets by class	Useful life (in years)
Building and building improvements	5 to 50+
Land improvements	13 to 15
Furniture, fixtures and equipment	2 to 15

16

The following table presents the change to the components of the partnership’s hotel assets for the nine months ended September 30, 2018 and for the year ended December 31, 2017:

(US$ Millions)	Sep. 30, 2018			Dec. 31, 2017
Cost:
Balance at the beginning of period	$	5,451		$	5,417
Acquisitions through business combinations(1)	1,426			281
Additions	323			271
Disposals	(14		)	(34		)
Foreign currency translation	(133		)	262
Reclassification to assets held for sale(2)	—			(746		)
	7,053			5,451
Accumulated fair value changes:
Balance at the beginning of period	756			659
Revaluation (loss) gains, net	(2		)	55
Reclassification to assets held for sale(2)	—			42
	754			756
Accumulated depreciation:
Balance at the beginning of period	(750		)	(719		)
Depreciation	(216		)	(267		)
Disposals	9			22
Foreign currency translation	13			(8		)
Reclassification to assets held for sale(2)	—			222
	(944		)	(750		)
Total property, plant and equipment	$	6,863		$	5,457

⁽¹⁾  In the first quarter of 2018, the partnership acquired the Extended-Stay Hotel portfolio. See Note 4, Business Acquisitions and Combinations, for more information.

⁽²⁾  In the fourth quarter of 2017, the Hard Rock Hotel and Casino was reclassified to assets held for sale, and was sold to a third party in the first quarter of 2018.

NOTE 9. GOODWILL

Goodwill of $1,124 million at September 30, 2018 (December 31, 2017 - $1,079 million) is primarily attributable to Center Parcs UK and IFC Seoul. The partnership performs a goodwill impairment test annually by assessing if the carrying value of the cash-generating unit, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell or the value in use.

NOTE 10. INTANGIBLE ASSETS

The partnership’s intangible assets are presented on a cost basis, net of accumulated amortization and accumulated impairment losses in the condensed consolidated balance sheets. These intangible assets primarily represent the trademark assets related to Center Parcs UK and Atlantis.

The trademark assets of Center Parcs UK had a carrying amount of $943 million as of September 30, 2018 (December 31, 2017 - $964 million). They have been determined to have an indefinite useful life as the partnership has the legal right to operate these trademarks exclusively in certain territories and in perpetuity. The business model of Center Parcs UK is not subject to technological obsolescence or commercial innovations in any material way.

In addition, intangible assets include the trademark and licensing assets relating to Atlantis. At September 30, 2018, intangible assets of the Atlantis had a carrying value of $207 million (December 31, 2017 - $209 million). They have been determined to have an indefinite useful life as the partnership has the legal right to operate these intangible assets granted under perpetual licenses. The business model of Atlantis is not subject to technological obsolescence or commercial innovations in any material way.

During the year ended December 31, 2017, the partnership reclassified the intangible assets of the Hard Rock Hotel and Casino, which had a carrying value of $45 million, to assets held for sale. The majority of the intangible assets were sold to a third party in the first quarter of 2018, with the remainder sold in the third quarter of 2018.

Intangible assets by class	Useful life (in years)
Trademarks	5 to Indefinite
Management contracts	40
Customer relationships	9
Other	3 to 7

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the asset may be impaired. Intangible assets with finite useful lives are amortized over their respective useful lives as listed above. Amortization expense is recorded as part of depreciation and amortization of non-real estate assets expense.

17

The following table presents the components of the partnership’s intangible assets as of September 30, 2018 and December 31, 2017:

(US$ Millions)	Sep. 30, 2018			Dec. 31, 2017
Cost	$	1,306		$	1,271
Accumulated amortization	(44		)	(35		)
Accumulated impairment losses	(48		)	(48		)
Balance, end of period	$	1,214		$	1,188

The following table presents a roll forward of the partnership’s intangible assets for the nine months ended September 30, 2018 and the year ended December 31, 2017:

(US$ Millions)	Sep. 30, 2018			Dec. 31, 2017
Balance, beginning of period	$	1,188		$	1,141
Acquisitions	67			17
Amortization	(12		)	(8		)
Foreign currency translation	(38		)	82
Reclassification to assets held for sale and other(1)	9			(44		)
Balance, end of period	$	1,214		$	1,188

⁽¹⁾  In the fourth quarter of 2017, the partnership reclassified the intangible assets of the Hard Rock Hotel and Casino, which had a carrying value of $45 million, to assets held for sale. The majority of these were sold to a third party in the first quarter of 2018.

NOTE 11. OTHER NON-CURRENT ASSETS

The components of other non-current assets are as follows:

(US$ Millions)	Sep. 30, 2018		Dec. 31, 2017
Securities - FVTPL	$	232	$	174
Derivative assets	30		48
Securities - FVTOCI	152		150
Restricted cash	171		153
Inventory	357		216
Other	201		157
Total other non-current assets	$	1,143	$	898

Securities - FVTPL

Securities - FVTPL consists primarily of the partnership’s investment in convertible preferred units of a U.S. hospitality operating company. The preferred units earn a fixed cumulative dividend of 7.5% per annum compounding quarterly. Additionally, the partnership receives distributions in additional convertible preferred units of the U.S. hospitality operating company at 5.0% per annum compounding quarterly. The carrying value of these convertible preferred units at September 30, 2018 was $172 million (December 31, 2017 - $147 million).

Securities - FVTOCI

Securities - FVTOCI represent the partnership’s retained equity interests in 1625 Eye Street in Washington, D.C. and Heritage Plaza in Houston, both property holding companies, that it previously controlled and in which it retained a non-controlling interest following disposition of these properties to third parties. The partnership continues to manage these properties on behalf of the acquirer but does not exercise significant influence over the relevant activities of the properties. Included in securities - FVTOCI at September 30, 2018 are $101 million (December 31, 2017 - $103 million) of securities pledged as security for a loan payable to the issuer in the amount of $93 million (December 31, 2017 - $93 million) recognized in other non-current financial liabilities.

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NOTE 12. ACCOUNTS RECEIVABLE AND OTHER

The components of accounts receivable and other are as follows:

(US$ Millions)	Sep. 30, 2018		Dec. 31, 2017
Derivative assets	$	229	$	37
Accounts receivable(1)	589		421
Restricted cash and deposits	315		237
Prepaid expenses	272		94
Other current assets	285		192
Total accounts receivable and other	$	1,690	$	981

⁽¹⁾  See Note 33, Related Parties, for further discussion.

NOTE 13. HELD FOR SALE

Non-current assets and groups of assets and liabilities which comprise disposal groups are presented as assets held for sale where the asset or disposal group isavailable for immediate sale in its present condition, and the sale is highly probable.

The following is a summary of the assets and liabilities that were classified as held for sale as of September 30, 2018 and December 31, 2017:

(US$ Millions)	Sep. 30, 2018		Dec. 31, 2017
Investment properties	$	356	$	853
Property, plant and equipment	—		475
Accounts receivable and other assets	35		105
Assets held for sale	391		1,433
Debt obligations	134		1,107
Accounts payable and other liabilities	14		209
Liabilities associated with assets held for sale	$	148	$	1,316

The following table presents the change to the components of the assets held for sale for the nine months ended September 30, 2018 and the year ended December 31, 2017:

(US$ Millions)	Sep. 30, 2018			Dec. 31, 2017
Balance, beginning of period	$	1,433		$	147
Reclassification to assets held for sale, net	1,481			4,641
Disposals	(2,535		)	(3,365		)
Fair value adjustments	75			8
Foreign currency translation	(17		)	7
Other	(46		)	(5		)
Balance, end of period	$	391		$	1,433

At December 31, 2017, assets held for sale included a 50% interest in Bay Adelaide Centre East and West Towers located in Toronto in the Core Office segment, the Hard Rock Hotel and Casino in Las Vegas and thirteen assets within the LP Investment portfolios.

In the first quarter of 2018, the partnership sold 50% of its interest in Bay Adelaide Centre East and West Towers for approximately C$850 million ($660 million), the Hard Rock Hotel and Casino sold for approximately $510 million and eight assets within the LP Investment portfolios sold for approximately $144 million.

At September 30, 2018, assets held for sale included Queens Quay Terminal in Toronto, the partnership’s interest in Jean Edwards Tower in Ottawa and seven assets within the LP Investment portfolios. Queens Quay Terminal and Jean Edwards Tower were both sold in the fourth quarter of 2018.

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NOTE 14. DEBT OBLIGATIONS

The partnership’s debt obligations include the following:

	Sep. 30, 2018					Dec. 31, 2017
(US$ Millions)	Weighted-average rate		Debt balance			Weighted-average rate		Debt balance
Unsecured facilities:
Brookfield Property Partners’ credit facilities	4.00	%	1,771			3.10	%	1,363
Brookfield Property Partners’ corporate bonds	4.35	%	232			—	%	—
Brookfield Property REIT Inc. term debt	4.56	%	$	4,900		—%		$	—
Brookfield Property REIT Inc. corporate facility	4.46	%	347			—%		—
Brookfield Property REIT Inc. trusted preferred securities	3.79	%	206			—%		—
Brookfield Office Properties’ (“BPO”) revolving facility	—	%	—			2.60	%	828
Brookfield Office Properties’ senior unsecured note	—	%	—			4.00	%	119
Brookfield Canada Office Properties revolving facility	3.28	%	81			2.89	%	276
BPY BOPC LP credit facility	—	%	—			2.85	%	212
Subsidiary borrowings	5.20	%	554			4.40	%	622
Secured debt obligations:
Funds subscription credit facilities(1)	3.55	%	2,118			2.56	%	436
Fixed rate	4.40	%	31,448			4.59	%	17,666
Variable rate	4.94	%	13,179			4.59	%	16,760
Deferred financing costs			(321		)			(291		)
Total debt obligations			$	54,515				$	37,991
Current			4,472					6,135
Non-current			49,909					30,749
Debt associated with assets held for sale			134					1,107
Total debt obligations			$	54,515				$	37,991

⁽¹⁾  Funds subscription credit facilities are secured by co-investors’ capital commitments.

Debt obligations include foreign currency denominated debt in the functional currencies of the borrowing subsidiaries. Debt obligations by currency are as follows:

	Sep. 30, 2018					Dec. 31, 2017
(Millions)	U.S. Dollars				Local currency	U.S. Dollars				Local currency
U.S. Dollars	$	41,740		$	41,740	$	25,975		$	25,975
British Pounds	5,037			£	3,866	4,290			£	3,173
Canadian Dollars	2,557			C$	3,302	3,132			C$	3,938
South Korean Won	1,628			₩	1,805,000	1,692			₩	1,805,000
Australian Dollars	1,647			A$	2,281	1,554			A$	1,991
Indian Rupee	1,390			Rs	100,724	1,168			Rs	74,386
Brazilian Reais	472			R$	1,891	471			R$	1,558
Chinese Yuan	65			C¥	446	—			C¥	—
Euros	300			€	259	—			€	—
Deferred financing costs	(321		)			(291		)
Total debt obligations	$	54,515				$	37,991

The components of changes in debt obligations, including changes related to cash flows from financing activities, are summarized in the table below:

				Non-cash changes in debt obligations
(US$ Millions)	Dec. 31, 2017		Debt obligation issuance, net of repayments	Assumed from business combinations	Assumed by purchaser		Amortization of deferred financing costs and (premium) discount	Foreign currency translation		Other		Sep. 30, 2018
Debt obligations	$	37,991	3,771	14,310	(599	)	76	(735	)	(299	)	$	54,515

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NOTE 15. CAPITAL SECURITIES

The partnership has the following capital securities outstanding as of September 30, 2018 and December 31, 2017:

(US$ Millions)	Shares outstanding	Cumulative dividend rate		Sep. 30, 2018		Dec. 31, 2017
Operating Partnership Class A Preferred Equity Units:
Series 1	24,000,000	6.25	%	$	558	$	551
Series 2	24,000,000	6.50	%	535		529
Series 3	24,000,000	6.75	%	522		517
Brookfield BPY Holdings Inc. Junior Preferred Shares:
Class B Junior Preferred Shares	30,000,000	7.64	%	750		750
Class C Junior Preferred Shares(1)	—	—	%	—		500
BPO Class B Preferred Shares:
Series 1(2)	3,600,000	70% of bank prime		—		—
Series 2(2)	3,000,000	70% of bank prime		—		—
Brookfield Property Split Corp. (“BOP Split”) Senior Preferred Shares:
Series 1	924,390	5.25	%	23		23
Series 2	699,165	5.75	%	14		14
Series 3	909,994	5.00	%	18		18
Series 4	940,486	5.20	%	18		19
BSREP II RH B LLC (“Manufactured Housing”) Preferred Capital	—	9.00	%	249		249
Rouse Series A Preferred Shares	5,600,000	5.00	%	142		142
BSREP II Vintage Estate Partners LLC ("Vintage Estate") Preferred Shares	10,000	5.00	%	40		40
Brookfield Global Real Estate Special Opportunities Inc. (“BGRESOI”) Preferred Shares	19,844	4.00	%	20		—
Capital Securities – Fund Subsidiaries				835		813
Total capital securities				$	3,724	$	4,165
Current				824		1,326
Non-current				2,900		2,839
Total capital securities				$	3,724	$	4,165

⁽¹⁾  In the third quarter of 2018, the Brookfield BPY Holdings Inc. Class C Junior Preferred Shares, held by Brookfield Asset Management, were redeemed.

⁽²⁾  BPO Class B Preferred Shares, Series 1 and 2 capital securities are owned by Brookfield Asset Management. BPO has an offsetting loan receivable against these securities earning interest at 95% of bank prime.

Cumulative preferred dividends on the BOP Split Senior Preferred Shares are payable quarterly, as and when declared by BOP Split. On October 9, 2018, BOP Split declared quarterly dividends payable for the BOP Split Senior Preferred Shares.

Capital securities includes $249 million at September 30, 2018 (December 31, 2017 - $249 million) of preferred equity interests held by a third party investor in Manufactured Housing which have been classified as a liability, rather than as a non-controlling interest, due to the fact the holders are entitled to distributions equal to their capital balance plus 9% annual return payable in monthly distributions until maturity in December 2025.

Capital securities also includes $142 million at September 30, 2018 (December 31, 2017 - $142 million) of preferred equity interests held by a third party investor in Rouse Properties, L.P. (“Rouse”) which have been classified as a liability, rather than as a non-controlling interest, due to the fact that the interests are mandatorily redeemable on or after November 12, 2025 for a set price per unit plus any accrued but unpaid distributions; distributions are capped and accrue regardless of available cash generated.

Capital securities also includes $40 million at September 30, 2018 (December 31, 2017 - $40 million) of preferred equity interests held by the partnership’s co-investor in Vintage Estate which have been classified as a liability, rather than as non-controlling interest, due to the fact that the preferred equity interests are mandatorily redeemable on April 26, 2023 for cash at an amount equal to the outstanding principal balance of the preferred equity plus any accrued but unpaid dividend.

Capital securities also includes $20 million at September 30, 2018 (December 31, 2017 - nil) of preferred equity interests held by a third party investor in BGRESEOI which have been classified as a liability, rather than as a non-controlling interest, due to the fact that the interests are mandatorily redeemable on March 9, 2023 for a set price per unit plus any accrued but unpaid distributions; distributions are capped and accrue regardless of available cash generated.

The Capital Securities – Fund Subsidiaries includes $798 million at September 30, 2018 (December 31, 2017 - $775 million) of equity interests in Brookfield DTLA Holdings LLC (“DTLA”) held by co-investors in DTLA which have been classified as a liability, rather than as non-controlling interest, as holders of these interests can cause DTLA to redeem their interests in the fund for cash equivalent to the fair value of the interests on October 15, 2023, and on every fifth anniversary thereafter. Capital Securities – Fund Subsidiaries are measured at FVTPL.

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Capital Securities – Fund Subsidiaries also includes $37 million at September 30, 2018 (December 31, 2017 - $38 million) which represents the equity interests held by the partnership’s co-investor in the D.C. Fund which have been classified as a liability, rather than as non-controlling interest, due to the fact that on June 18, 2023, and on every second anniversary thereafter, the holders of these interests can redeem their interests in the D.C. Fund for cash equivalent to the fair value of the interests.

At September 30, 2018, capital securities includes $49 million (December 31, 2017 - $51 million) repayable in Canadian Dollars of C$64 million (December 31, 2017 - C$64 million).

Reconciliation of cash flows from financing activities from capital securities is shown in the table below:

						Non-cash changes on capital securities
(US$ Millions)	Dec. 31, 2017		Capital securities redeemed			Capital securities issued		Fair value changes		Sep. 30, 2018
Capital securities	$	4,165	$	(555	)	$	75	$	39	$	3,724

NOTE 16. INCOME TAXES

The partnership is a flow-through entity for tax purposes and as such is not subject to Bermudian taxation. However, income taxes are recognized for the amount of taxes payable by the primary holding subsidiaries of the partnership (“Holding Entities”), any direct or indirect corporate subsidiaries of the Holding Entities and for the impact of deferred tax assets and liabilities related to such entities.

The components of income tax expense include the following:

	Three months ended Sep. 30,					Nine months ended Sep. 30,
(US$ Millions)	2018			2017		2018			2017
Current income tax	$	14		$	3	$	106		$	105
Deferred income tax	(51		)	180		(57		)	314
Income tax expense (benefit)	$	(37	)	$	183	$	49		$	419

The partnership’s income tax expense decreased for the three months ended September 30, 2018 and decreased for the nine months ended September 30, 2018 as compared to the same period in the prior year. The decrease in income tax expense in the three months ended September 30, 2018 is due to the tax impact of the GGP acquisition during the quarter. The decrease in the tax expense for the nine months ended September 30, 2018, is primarily due to legislative and entity tax status changes, the tax impact of the GGP acquisition and the recognition of previously unrecognized net operating losses.

NOTE 17. OTHER NON-CURRENT LIABILITIES

The components of other non-current liabilities are as follows:

(US$ Millions)	Sep. 30, 2018		Dec. 31, 2017
Accounts payable and accrued liabilities	$	1,108	$	540
Derivative liabilities	75		160
Provisions	328		216
Loans and notes payables	3		—
Deferred revenue	5		2
Total other non-current liabilities	$	1,519	$	918

NOTE 18. ACCOUNTS PAYABLE AND OTHER LIABILITIES

The components of accounts payable and other liabilities are as follows:

(US$ Millions)	Sep. 30, 2018		Dec. 31, 2017
Accounts payable and accrued liabilities	$	1,951	$	1,636
Loans and notes payable	940		769
Derivative liabilities	201		399
Deferred revenue	300		242
Other liabilities	2		6
Total accounts payable and other liabilities	$	3,394	$	3,052

At September 30, 2018, loans and notes payable includes $733 million (December 31, 2017 - $633 million) of on-demand deposits from Brookfield Asset Management to the partnership.

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NOTE 19. EQUITY

The partnership’s capital structure is comprised of six classes of partnership units: GP Units, LP Units, redeemable/exchangeable partnership units of the Operating Partnership (“Redeemable/Exchangeable Partnership Units”), special limited partnership units of the Operating Partnership (“Special LP Units”), limited partnership units of Brookfield Office Properties Exchange LP (“Exchange LP Units”) and BPR Units.

a) General and limited partnership equity

GP Units entitle the holder to the right to govern the financial and operating policies of the partnership. The GP Units are entitled to a 1% general partnership interest.

LP Units entitle the holder to their proportionate share of distributions and are listed and publicly traded on the Nasdaq and the TSX. Each LP Unit entitles the holder thereof to one vote for the purposes of any approval at a meeting of limited partners, provided that holders of the Redeemable/Exchangeable Partnership Units that are exchanged for LP Units will only be entitled to a maximum number of votes in respect of the Redeemable/Exchangeable Partnership Units equal to 49% of the total voting power of all outstanding units.

The following table presents changes to the GP Units and LP Units from the beginning of the year:

	General partnership units		Limited partnership units
(Thousands of units)	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2018		Dec. 31, 2017
Outstanding, beginning of period	139	139	254,989		260,222
Issued on August 28, 2018 for the acquisition of GGP	—	—	109,702		—
Exchange LP Units exchanged	—	—	7,758		285
BPR Units exchanged	—	—	14,798		—
Distribution Reinvestment Program	—	—	124		181
Issued under unit-based compensation plan	—	—	7		215
Repurchase of LP Units	—	—	(733	)	(5,914	)
Outstanding, end of period	139	139	386,645		254,989

b) Units of the operating partnership held by Brookfield Asset Management

Redeemable/Exchangeable Partnership Units

There were 432,649,105 Redeemable/Exchangeable Partnership Units outstanding at September 30, 2018 and December 31, 2017.

Special limited partnership units

Brookfield Property Special L.P. (“Special L.P.”) is entitled to receive equity enhancement distributions and incentive distributions from the operating partnership as a result of its ownership of the Special LP Units.

There were 4,759,997 Special LP Units outstanding at September 30, 2018 and December 31, 2017.

c) Limited partnership units of Brookfield Office Properties Exchange LP

The Exchange LP Units are exchangeable at any time on a one-for-one basis, at the option of the holder, subject to their terms and applicable law, for LP Units. An Exchange LP Unit provides a holder thereof with economic terms that are substantially equivalent to those of a LP Unit. Subject to certain conditions and applicable law, Exchange LP will have the right, commencing on the seventh anniversary of June 9, 2014, the completion of the acquisition of the remaining common shares of BPO, to redeem all of the then outstanding Exchange LP Units at a price equal to the 20-day volume-weighted average trading price of an LP Unit plus all declared, payable, and unpaid distributions on such units.

The following table presents changes to the Exchange LP Units from the beginning of the year:

	Limited Partnership Units of Brookfield Office Properties Exchange LP
(Thousands of units)	Sep. 30, 2018		Dec. 31, 2017
Outstanding, beginning of period	11,078		11,363
Exchange LP Units exchanged(1)	(7,758	)	(285	)
Outstanding, end of period	3,320		11,078

⁽¹⁾  Exchange LP Units issued for the acquisition of incremental BPO shares that have been exchanged are held by an indirect subsidiary of the partnership. Refer to the Condensed Consolidated Statements of Changes in Equity for the impact of such exchanges on the carrying value of Exchange LP Units.

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d) Class A shares of Brookfield Property REIT Inc.

As detailed in Note 3, Acquisition of GGP Inc., GGP common shareholders, for each GGP share, elected to receive, subject to proration, (i) $23.50 in cash or (ii) either one BPY unit or one BPR Unit. BPR Units allow U.S. investors who are either unable or unwilling to hold LP Units to invest in the partnership. BPR Units are listed and traded on the Nasdaq. BPR Units provide its holders with the right to request that its units be redeemable for cash consideration. In the event BPR Unitholders exercises this right, the partnership has the right at its sole discretion, to satisfy the redemption request with its LP Units, rather than cash, on a one-for-one basis. As a result, BPR Units participates in earnings and distributions on a per unit basis equivalent to the per unit participation of LP Units of the partnership. The partnership presents BPR Units as a component of non-controlling interest.

The following table presents changes to the BPR Units from the beginning of the year:

	Class A shares of Brookfield Property REIT Inc.
(Thousands of units)	Sep. 30, 2018		Dec. 31, 2017
Outstanding, beginning of period	—		—
Issued on August 28, 2018 for the acquisition of GGP	162,324		—
BPR Units exchanged(1)	(14,798	)	—
Forfeitures	(48	)	—
Outstanding, end of period	147,478		—

⁽¹⁾  BPR Units issued for the acquisition of GGP that have been exchanged for LP Units. Refer to the Condensed Consolidated Statements of Changes in Equity for the impact of such exchanges on the carrying value of BPR Units.

e) Distributions

Distributions made to each class of partnership units, including units of subsidiaries that are exchangeable into LP Units, are as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions, except per unit information)	2018		2017		2018		2017
Limited Partners	$	116	$	75	$	278	$	226
Holders of:
Redeemable/Exchangeable Partnership Units	166		128		409		383
Special LP Units	1		1		4		4
Exchange LP Units	2		3		8		10
BPR Units	22		—		51		—
Total	$	307	$	207	$	750	$	623
Per unit(1)	$	0.315	$	0.295	$	0.945	$	0.885

⁽¹⁾  Per unit outstanding on the distribution record date.

f) Earnings per unit

The partnership’s net income per LP Unit and weighted average units outstanding are calculated as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions, except unit information)	2018		2017		2018		2017
Net income attributable to limited partners	$	144	$	61	$	532	$	88
Income reallocation related to mandatorily convertible preferred shares	19		10		80		13
Net income attributable to limited partners – basic	163		71		612		101
Dilutive effect of conversion of preferred shares and options(1)	8		0		27		1
Net income attributable to limited partners – diluted	$	171	$	71	$	639	$	102
(in millions of units/shares)
Weighted average number of LP Units outstanding	303.8		255.3		271.8		256.4
Mandatorily convertible preferred shares	70.0		70.0		70.0		70.0
Weighted average number of LP Units - basic	373.8		325.3		341.8		326.4
Dilutive effect of the conversion of preferred shares and options(1)	19.9		0.4		18.4		0.8
Weighted average number of LP units outstanding - diluted	393.7		325.7		360.2		327.2

⁽¹⁾   The effect of the conversion of capital securities and options, which would have resulted in 17.1 million and 24.8 million potential LP Units, for the three and nine months ended September 30, 2017, would have been anti-dilutive and is therefore excluded from the weighted average number of LP Units outstanding for the purposes of diluted net income per LP Unit for the three and nine months ended September 30, 2017.

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NOTE 20. NON-CONTROLLING INTERESTS

Non-controlling interests consists of the following:

(US$ Millions)	Sep. 30, 2018		Dec. 31, 2017
Redeemable/Exchangeable Partnership Units and Special LP Units(1)	$	12,683	$	14,500
Exchange LP Units(1)	98		285
BPR Units(1)	4,277		—
Interests of others in operating subsidiaries and properties:
Preferred shares held by Brookfield Asset Management	16		15
Preferred equity of subsidiaries	2,818		2,493
Non-controlling interests in subsidiaries and properties	14,650		10,430
Total interests of others in operating subsidiaries and properties	17,484		12,938
Total non-controlling interests	$	34,542	$	27,723

⁽¹⁾   Each unit within these classes of non-controlling interest has economic terms substantially equivalent to those of an LP unit. As such, income attributed to each unit or share of non-controlling interest is equivalent to that allocated to an LP unit. The proportion of interests held by holders of the Redeemable/Exchangeable Units and Exchange LP Units changed as a result of the issuance of the LP Units and BPR Units. Consequently, the partnership adjusted the relative carrying amounts of the interests held by Limited Partners and non-controlling interests based on their relative share of the equivalent LP Units. The difference between the adjusted value and the previous carrying amounts was attributed to current LP Units as ownership changes in the Statement of Changes in Equity.

Non-controlling interests of others in operating subsidiaries and properties consist of the following:

		Proportion of economic interests held by non-controlling interests
(US$ Millions)	Jurisdiction of formation	Sep. 30, 2018		Dec. 31, 2017		Sep. 30, 2018		Dec. 31, 2017
BPO(1)	Canada	—	%	—	%	$	4,348	$	2,982
Brookfield Property REIT Inc.(2)	United States	12	%	—	%	1,814		—
BSREP Industrial Pooling Subsidiary L.P.(3)	United States	70	%	70	%	1,213		878
BSREP CARS Sub-Pooling LLC(3)	United States	71	%	71	%	966		918
Center Parcs UK(3)	United Kingdom	73	%	73	%	886		869
BSREP III Andromeda Pooling L.P.(3)	United States	74	%	—	%	806		—
BSREP II MH Holdings LLC(3)	United States	74	%	74	%	721		593
BSREP II Korea Office Holdings Pte. Ltd.(3)	South Korea	78	%	78	%	715		706
BSREP II PBSA Ltd.(3)	Bermuda	75	%	74	%	674		501
BSREP II Aries Pooling LLC(3)	United States	74	%	74	%	622		652
BSREP II Retail Upper Pooling LLC(3)	United States	50	%	50	%	602		670
BSREP India Office Holdings Pte. Ltd.(3)	United States	67	%	67	%	574		424
BSREP UA Holdings LLC(3)	Cayman Islands	70	%	70	%	500		487
BSREP II Brazil Pooling LLC(3)	United States	68	%	68	%	449		472
BREF ONE, LLC(3)	United States	67	%	67	%	280		483
Brookfield Strategic Real Estate Partners II Storage REIT LLC(3)	United States	75	%	74	%	242		564
Other	Various	18% - 77%		18% - 76%		2,072		1,739
Total						$	17,484	$	12,938

⁽¹⁾  Includes non-controlling interests in BPO subsidiaries which vary from 1% - 100%.

⁽²⁾  Includes non-controlling interests in subsidiaries of BPR.

⁽³⁾  Includes non-controlling interests representing interests held by other investors in Brookfield Asset Management-sponsored funds and holding entities through which the partnership participates in Brookfield Asset Management -sponsored funds. Also includes non-controlling interests in underlying operating entities owned by Brookfield Asset Management sponsored funds.

25

NOTE 21. COMMERCIAL PROPERTY REVENUE

The components of commercial property revenue are as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions)	2018		2017		2018		2017
Base rent(1)	$	857	$	933	$	2,394	$	2,727
Straight-line rent	27		36		77		94
Lease termination	6		5		32		13
Other lease income(1)(2)	161		—		427		—
Other revenue from tenants(3)	200		—		548		—
Other(1)	—		92		—		277
Total commercial property revenue	$	1,251	$	1,066	$	3,478	$	3,111

⁽¹⁾  The partnership adopted IFRS 15, Revenues from Contracts with Customers, in 2018 using the modified retrospective method. The comparative information has not been restated and is reported under the accounting standards effective for those periods.

⁽²⁾  Other lease income includes parking revenue and recovery of property tax and insurance expenses from tenants.

⁽³⁾  Consists of recovery of certain operating expenses from tenants which are accounted for in accordance with IFRS 15.

NOTE 22. HOSPITALITY REVENUE

The components of hospitality revenue are as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions)	2018		2017		2018		2017
Room, food and beverage(1)	$	357	$	410	$	1,032	$	1,214
Gaming, and other leisure activities(1)	114		—		336		—
Other hospitality revenue(1)	31		—		92		—
Total hospitality revenue	$	502	$	410	$	1,460	$	1,214

⁽¹⁾  The partnership adopted IFRS 15, in 2018 using the modified retrospective method. The comparative information has not been restated and is reported under the accounting standards effective for those periods.

NOTE 23. INVESTMENT AND OTHER REVENUE

The components of investment and other revenue are as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions)	2018		2017		2018		2017
Investment income	$	19	$	4	$	40	$	144
Fee revenue	38		16		71		38
Dividend income	2		7		8		12
Interest income and other	14		—		27		17
Participating loan notes	2		7		15		21
Total investment and other revenue	$	75	$	34	$	161	$	232

NOTE 24. DIRECT COMMERCIAL PROPERTY EXPENSE

The components of direct commercial property expense are as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions)	2018		2017		2018		2017
Property maintenance	$	196	$	181	$	544	$	523
Real estate taxes	138		118		374		351
Employee compensation and benefits	51		43		149		120
Ground rents	14		14		43		43
Other	79		63		198		164
Total direct commercial property expense	$	478	$	419	$	1,308	$	1,201

26

NOTE 25. DIRECT HOSPITALITY EXPENSE

The components of direct hospitality expense are as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions)	2018		2017		2018		2017
Employee compensation and benefits	$	77	$	69	$	239	$	217
Cost of food, beverage, and retail goods sold	66		61		203		177
Maintenance and utilities	46		30		130		94
Marketing and advertising	15		11		57		41
Other	111		78		313		259
Total direct hospitality expense	$	315	$	249	$	942	$	788

NOTE 26. DEPRECIATION AND AMORTIZATION

The components of depreciation and amortization expense are as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions)	2018		2017		2018		2017
Depreciation and amortization of real estate assets	$	70	$	61	$	201	$	177
Depreciation and amortization of non-real estate assets	11		8		28		24
Total depreciation and amortization	$	81	$	69	$	229	$	201

NOTE 27. GENERAL AND ADMINISTRATIVE EXPENSE

The components of general and administrative expense are as follows:

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions)	2018		2017		2018		2017
Employee compensation and benefits	$	72	$	47	$	167	$	149
Management fees	40		42		114		126
Transaction costs and other	129		58		312		179
Total general and administrative expense	$	241	$	147	$	593	$	454

NOTE 28. FAIR VALUE GAINS, NET

The components of fair value gains, net, are as follows:

	Three months ended Sep. 30,					Nine months ended Sep. 30,
(US$ Millions)	2018		2017			2018		2017
Commercial properties	$	217	$	533		$	626	$	678
Commercial developments	70		90			454		194
Financial instruments and other(1)	269		(284		)	863		(155		)
Total fair values gains, net	$	556	$	339		$	1,943	$	717

⁽¹⁾   Includes bargain purchase gains from business acquisitions and combinations of $896 million (2017 - $157 million), including a gain on bargain purchase of GGP in the third quarter of 2018 of $657 million. See Note 3, Acquisition of GGP Inc., for further information.

NOTE 29. UNIT-BASED COMPENSATION

The partnership grants options to certain employees under its amended and restated BPY Unit Option Plan (“BPY Plan”). Pursuant to the BPY Plan, options may be settled for the in-the-money amount of the option in LP Units upon exercise. Consequently, options granted to employees under the BPY Plan are accounted for as an equity-based compensation agreement.

During the three and nine months ended September 30, 2018, the partnership incurred $4 million (2017 - $4 million) and $3 million (2017 - $13 million), respectively, of expense in connection with its unit-based compensation plans.

a) BPY Unit Option Plan

Awards under the BPY Plan (“BPY Awards”) generally vest 20% per year over a period of five years and expire 10 years after the grant date, with the exercise price set at the time such options were granted and generally equal to the market price of an LP Unit on the Nasdaq on the last trading day preceding the grant date. Upon exercise of a vested BPY Award, the participant is entitled to receive LP Units or a cash payment equal to the amount by which the fair market value of an LP Unit at the date of exercise exceeds the exercise price of the BPY Award. Subject to a separate adjustment arising from forfeitures, the estimated expense is revalued every reporting period using the Black-Scholes model as a result of the cash settlement provisions of the plan for certain employees. In terms of measuring expected life of the BPY Awards with various term lengths and vesting periods, BPY will segregate each set of similar BPY Awards and, if different, exercise price, into subgroups and apply a weighted average within each group.

27

The partnership estimated the fair value of BPY Awards granted during the period using the Black-Scholes valuation model, with inputs to the model and resulting weighted average fair value per option as follows:

	Unit of measurement	Sep. 30, 2018
Exercise price	US$	22.50
Average term to exercise	In years	7.50
Unit price volatility	%	23	%
Liquidity discount	%	25	%
Weighted average of expected annual dividend yield	%	6.50	%
Risk-free rate	%	2.82	%
Weighted average fair value per option	US$	0.74

i. Equity-settled BPY Awards

The change in the number of options outstanding under the equity-settled BPY Awards at September 30, 2018 and December 31, 2017 is as follows:

	Sep. 30, 2018				Dec. 31, 2017
	Number of options		Weighted average exercise price		Number of options		Weighted average exercise price
Outstanding, beginning of period	13,801,795		$	20.54	16,338,511		$	20.49
Granted	800,000		22.50		93,750		22.92
Exercised	(36,806	)	17.71		(1,194,569	)	18.97
Expired/forfeited	(166,412	)	22.91		(1,435,897	)	21.51
Reclassified(1)	(437,151	)	22.48		—		—
Outstanding, end of period	13,961,426		$	20.57	13,801,795		$	20.54
Exercisable, end of period	9,628,246		$	20.26	7,352,112		$	20.22

⁽¹⁾   Relates to the reclassification of equity-settled options for employees in Brazil to cash-settled options subsequent to the amendment of the BPY Plan, which was amended on February 7, 2018.

The following table sets out details of options issued and outstanding at September 30, 2018 and December 31, 2017 under the equity-settled BPY Awards by expiry date:

	Sep. 30, 2018			Dec. 31, 2017
Expiry date	Number of options	Weighted average exercise price		Number of options	Weighted average exercise price
2020	226,800	$	13.07	226,800	$	13.07
2021	246,400	17.44		246,400	17.44
2022	508,300	18.07		517,300	18.07
2023	656,220	16.80		675,420	16.80
2024	7,912,800	20.59		7,946,313	20.59
2025	1,407,705	25.18		1,730,210	25.18
2026	2,109,451	19.51		2,365,602	19.51
2027	93,750	22.92		93,750	22.92
2028	800,000	22.50		—	—
Total	13,961,426	$	20.57	13,801,795	$	20.54

28

ii. Cash-settled BPY Awards

The change in the number of options outstanding under the cash-settled BPY Awards at September 30, 2018 and December 31, 2017 is as follows:

	Sep. 30, 2018			Dec. 31, 2017
	Number of options	Weighted average exercise price		Number of options		Weighted average exercise price
Outstanding, beginning of period	7,144,871	$	20.30	7,377,042		$	20.28
Granted	—	—		—		—
Exercised	(3,770)	19.51		(213,106)		19.12
Expired/forfeited	(191,636)	21.74		(19,065	)	24.42
Reclassified(1)	437,151	22.48		—		—
Outstanding, end of period	7,386,616	$	20.40	7,144,871		$	20.30
Exercisable, end of period	5,655,135	$	20.18	3,973,290		$	19.93

⁽¹⁾   Relates to the reclassification of equity-settled options for employees in Brazil to cash-settled options subsequent to the amendment of the BPY Plan, which was amended on February 7, 2018.

The following table sets out details of options issued and outstanding at September 30, 2018 and December 31, 2017 under the cash-settled BPY Awards by expiry date:

	Sep. 30, 2018			Dec. 31, 2017
Expiry date	Number of options	Weighted average exercise price		Number of options	Weighted average exercise price
2020	69,000	$	13.07	69,000	$	13.07
2021	172,800	17.44		172,800	17.44
2022	515,800	18.09		515,800	18.09
2023	519,000	16.80		519,000	16.80
2024	4,278,663	20.59		4,330,286	20.59
2025	859,059	25.18		695,376	25.18
2026	972,294	19.51		842,609	19.51
Total	7,386,616	$	20.40	7,144,871	$	20.30

b) Restricted BPY LP Unit Plan

The Restricted BPY LP Unit Plan provides for awards to participants of LP Units purchased on the Nasdaq (“Restricted Units”). Under the Restricted BPY LP Unit Plan, units awarded generally vest over a period of five years, except as otherwise determined or for Restricted Units awarded in lieu of a cash bonus as elected by the participant, which may vest immediately. The estimated total compensation cost measured at grant date is evenly recognized over the vesting period of five years.

As of September 30, 2018, the total number of Restricted Units outstanding was 153,782 (December 31, 2017 - 440,527) with a weighted average exercise price of $20.97 (December 31, 2017 - $21.08).

c) Restricted BPY LP Unit Plan (Canada)

The Restricted BPY LP Unit Plan (Canada) is substantially similar to the Restricted BPY LP Unit Plan described above, except that it is for Canadian employees, there is a five-year hold period, and purchases of units are made on the TSX instead of the Nasdaq.

As of September 30, 2018, the total number of Canadian Restricted Units outstanding was 21,624 (December 31, 2017 - 21,624) with a weighted average exercise price of C$22.88 (December 31, 2017 - C$22.88).

d) Deferred Share Unit Plan

In addition to the above, BPO has a deferred share unit plan. At September 30, 2018, BPO has 1,431,044 deferred share units (December 31, 2017 - 1,363,938) outstanding and vested.

e) GGP LTIP Plans

In connection with the GGP acquisition, the partnership issued Brookfield Property Partners BPY Unit Option Plan (GGP) (“GGP Option”) and Appreciation Only LTIP Units of GGP Operating Partnership, LP (“GGP AO LTIP”) awards to certain GGP employees.  Each GGP Option will vest within 10 years following the original grant date and is redeemable for LP Units or a cash payment equal to the amount by which the fair market value of an LP Unit at the date exceeds the exercise price of the BPY Option. Each GGP AO LTIP will vest within ten years of its original grant date and is redeemable for LP Units or a cash payment subject to a conversion adjustment.

29

As of September 30, 2018, the total number of GGP Options outstanding was 1,068,818 (December 31, 2017 - nil) with a weighted average exercise price of $19.70 (December 31, 2017 - nil).

As of September 30, 2018, the total number of GGP AO LTIP outstanding was 1,387,289 (December 31, 2017 - nil) with a weighted average exercise price of $22.51 (December 31, 2017 - nil).

NOTE 30. OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) consists of the following:

	Three months ended Sep. 30,						Nine months ended Sep. 30,
(US$ Millions)	2018			2017			2018			2017
Items that may be reclassified to net income:
Foreign currency translation
Net unrealized foreign currency translation (losses) gains in respect of foreign operations	$	(280	)	$	377		$	(989	)	$	1,035
Reclassification of realized foreign currency translation gains to net income on dispositions of foreign operations	—			50			—			50
Gains (losses) on hedges of net investments in foreign operations, net of income taxes for the three and nine months ended Sep. 30, 2018 of ($2) million and ($7) million, respectively (2017 – $6 million and $19 million)(1)	91			(149		)	299			(512		)
	(189		)	278			(690		)	573
Cash flow hedges
Gains (losses) on derivatives designated as cash flow hedges, net of income taxes for the three and nine months ended Sep. 30, 2018 of ($3) million and ($15) million, respectively (2017 – ($6) million and ($13) million)	9			1			62			40
	9			1			62			40
Available-for-sale securities
Net change in unrealized gains on available-for-sale securities, net of income taxes	—			(1		)	—			—
	—			(1		)	—			—
Equity accounted investments
Share of unrealized foreign currency translation (losses) gains in respect of foreign operations	(1		)	3			(2		)	5
Gains (losses) on derivatives designated as cash flow hedges	9			2			31			3
	8			5			29			8
Items that will not be reclassified to net income:
Unrealized (losses) on securities - FVTOCI, net of income taxes for the three and nine months ended Sep. 30, 2018 of nil and $2 million (2017 - nil and nil)	(1		)	—			(5		)	—
Net remeasurement (losses) on defined benefit obligations	—			—			2			(2		)
Revaluation surplus	1			—			3			—
	—			—			—			(2		)
Total other comprehensive income (loss)	$	(172	)	$	283		$	(599	)	$	619

⁽¹⁾  Unrealized gains (losses) on a number of hedges of net investments in foreign operations are with a related party.

30

NOTE 31. OBLIGATIONS, GUARANTEES, CONTINGENCIES AND OTHER

In the normal course of operations, the partnership and its consolidated entities execute agreements that provide for indemnification and guarantees to third parties in transactions such as business dispositions, business acquisitions, sales of assets and sales of services.

Certain of the partnership’s operating subsidiaries have also agreed to indemnify their directors and certain of their officers and employees. The nature of substantially all of the indemnification undertakings prevent the partnership from making a reasonable estimate of the maximum potential amount that it could be required to pay third parties as the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, neither the partnership nor its consolidated subsidiaries have made significant payments under such indemnification agreements.

The partnership and its operating subsidiaries may be contingently liable with respect to litigation and claims that arise from time to time in the normal course of business or otherwise.

At September 30, 2018, the partnership has commitments totaling approximately $778 million for the development of Manhattan West in Midtown New York, Greenpoint Landing in Brooklyn, the SoNo Collection in Connecticut, the Staten Island Mall in New York, as well as the redevelopment of One Allen Center, Two Allen Center, and Three Allen Center in Houston, approximately £138 million ($180 million) for the development of 100 Bishopsgate in London and approximately AED 364 million ($99 million) for the development of ICD Brookfield Place in Dubai.

During 2013, Brookfield Asset Management announced the final close on the $4.4 billion Brookfield Strategic Real Estate Partners (“BSREP”) fund, a global private fund focused on making opportunistic investments in commercial property. The partnership, as lead investor, committed approximately $1.3 billion to the fund. As of September 30, 2018, there remained approximately $170 million of uncontributed capital commitments.

In April 2016, Brookfield Asset Management announced the final close on the $9.0 billion second BSREP fund to which the partnership had committed $2.3 billion as lead investor. As of September 30, 2018, there remained approximately $760 million of uncontributed capital commitments.

In November 2017, Brookfield Asset Management announced the final close on the $2.9 billion fifth Brookfield Real Estate Finance Fund (“BREF”) to which the partnership had committed $400 million. As of September 30, 2018, there remained approximately $295 million of uncontributed capital commitments.

In September 2018, Brookfield Asset Management announced the final close on the $1.0 billion third Brookfield Fairfield U.S. Multifamily Value Add Fund (“VAMF”) to which the partnership had committed $300 million. As of September 30, 2018, there remained approximately $240 million of uncontributed capital commitments.

The partnership maintains insurance on its properties in amounts and with deductibles that it believes are in line with what owners of similar properties carry. The partnership maintains all risk property insurance and rental value coverage (including coverage for the perils of flood, earthquake and named windstorm). The partnership does not conduct its operations, other than those of equity accounted investments, through entities that are not fully or proportionately consolidated in these financial statements, and has not guaranteed or otherwise contractually committed to support any material financial obligations not reflected in these financial statements.

NOTE 32. FINANCIAL INSTRUMENTS

a) Derivatives and hedging activities

The partnership and its operating entities use derivative and non-derivative instruments to manage financial risks, including interest rate, commodity, equity price and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The partnership does not use derivatives for speculative purposes. The partnership and its operating entities use the following derivative instruments to manage these risks:

• foreign currency forward contracts to hedge exposures to Canadian Dollar, Australian Dollar, British Pound, Euro, Chinese Yuan, Brazilian Real, Indian Rupee and South Korean Won denominated net investments in foreign subsidiaries and foreign currency denominated financial assets;

• interest rate swaps to manage interest rate risk associated with planned refinancings and existing variable rate debt; and

• interest rate caps to hedge interest rate risk on certain variable rate debt.

31

Interest Rate Hedging

The following table provides the partnership’s outstanding derivatives that are designated as cash flow hedges of variability in interest rates associated with forecasted fixed rate financings and existing variable rate debt as of September 30, 2018 and December 31, 2017:

(US$ Millions)	Hedging item	Notional		Rates	Maturity dates	Fair value
Sep. 30, 2018	Interest rate caps of US$ LIBOR debt	$	4,838	2.3% - 4.8%	Jun. 2019 - Sep. 2023	$	4
	Interest rate swaps of US$ LIBOR debt	1,808		1.0% - 2.7%	Nov. 2018 - Mar. 2022	6
	Interest rate caps of £ LIBOR debt	937		1.3% - 2.0%	Dec. 2019 - Jan. 2021	—
	Interest rate swaps of £ LIBOR debt	68		1.5%	Apr. 2020	(1		)
	Interest rate swaps of € EURIBOR debt	116		1.0% - 1.3%	Apr. 2020 - Apr. 2021	—
	Interest rate caps of C$ LIBOR debt	186		3.0%	Oct. 2020 - Oct. 2022	—
	Interest rate swaps of C$ LIBOR debt	50		3.7% - 4.3%	Nov. 2021	1
	Interest rate swaps on forecasted fixed rate debt	100		4.0%	Jun. 2019	(153		)
Dec. 31, 2017	Interest rate caps of US$ LIBOR debt	$	1,958	2.3% - 3.5%	May 2018 - Oct. 2020	$	1
	Interest rate swaps of US$ LIBOR debt	1,692		0.7% - 2.2%	Jun. 2018 - Mar. 2022	19
	Interest rate caps of £ LIBOR debt	452		1.3%	Dec. 2019	—
	Interest rate swaps of £ LIBOR debt	71		1.5%	Apr. 2020	1
	Interest rate swaps of C$ LIBOR debt	50		3.7% - 4.3%	Nov. 2021	1
	Interest rate swaps on forecasted fixed rate debt	100		4.0%	Jun. 2029	(13		)

For the three and nine months ended September 30, 2018, the amount of hedge ineffectiveness recorded in earnings in connection with the partnership’s interest rate hedging activities was nil and $17 million (2017 - $11 million and $13 million), respectively.

Foreign Currency Hedging

The following table provides the partnership’s outstanding derivatives that are designated as net investments of foreign subsidiaries or foreign currency cash flow hedges as of September 30, 2018 and December 31, 2017:

(US$ Millions)	Hedging item		Notional	Rates	Maturity dates	Fair value
Sep. 30, 2018	Net investment hedges	€	345	€0.78/$ - €0.85/$	Dec. 2018 - Sep. 2019	$	10
	Net investment hedges	£	2,361	£0.70/$ - £0.78/$	Oct. 2018 - Nov. 2019	49
	Net investment hedges	A$	687	A$1.28/$ - A$1.40/$	Oct. 2018 - Nov. 2019	(3		)
	Net investment hedges	C¥	2,672	C¥6.42/$ - C¥6.94/$	Nov. 2018 - Aug. 2019	11
	Net investment hedges	C$	118	C$1.31/$	Oct. 2018 - Dec. 2018	(1		)
	Net investment hedges	₩	616,289	₩1,095.80/$ - ₩1,109.82/$	Dec. 2018 - Sep. 2019	1
	Net investment hedges	Rs	30,543	Rs67.44/$ - Rs69.71/$	Oct. 2018 - May 2019	33
	Net investment hedges	£	77	£0.88/€ - £0.92/€	Jan. 2019 - Feb. 2020	(1		)
	Cross currency swap on C$ LIBOR debt	C$	300	C$1.33/$	Jul. 2023	5
Dec. 31, 2017	Net investment hedges	€	191	€0.83/$ - €0.92/$	Jan. 2018 - Dec. 2018	$	(7	)
	Net investment hedges	£	2,923	£0.73/$ - £0.81/$	Jan. 2018 - Jan. 2019	(237		)
	Net investment hedges	A$	768	A$1.26/$ - A$1.38/$	Jan. 2018 - Feb. 2019	(21		)
	Net investment hedges	C¥	1,165	C¥6.71/$ - C¥7.09/$	Jan. 2018 - Dec. 2018	(7		)
	Net investment hedges	C$	127	C$1.25/$ - C$1.26/$	Oct. 2018 - Dec. 2018	—
	Cash flow hedges	C$	150	C$1.27/$	Apr. 2018	1
	Net investment hedges	₩	616,289	₩1,084.95/$ - ₩1,127.75/$	Aug. 2018 - Jan. 2019	(26		)
	Cash flow hedges	Rs	771	Rs65.24/$	Mar. 2018	—

For the three and nine months ended September 30, 2018 and 2017, the amount of hedge ineffectiveness recorded in earnings in connection with the partnership’s foreign currency hedging activities was not significant.

32

Other Derivatives

The following table presents details of the partnership’s other derivatives, not designated as hedges for accounting purposes, that have been entered into to manage financial risks as of September 30, 2018 and December 31, 2017:

(US$ Millions)	Derivative type	Notional		Rates		Maturity dates	Fair value
Sep. 30, 2018	Interest rate caps	$	4,691	2.8% - 5.8%		Oct. 2018 - Oct. 2021	$	1
	Interest rate swaps on forecasted fixed rate debt	1,660		2.3% - 6.0%		Nov. 2018 - Jun. 2030	12
	Interest rate swaps of US$ LIBOR debt	800		2.4% - 2.7%		Jul. 2019 - Nov. 2020	(3		)
	Interest rate swaptions	335		1.0	%	Nov. 2018 - Nov. 2028	—
Dec. 31, 2017	Interest rate caps	$	5,351	2.5% - 5.8%		Jan. 2018 - Oct. 2020	$	1
	Interest rate swaps on forecasted fixed rate debt	1,660		1.9% - 6.0%		Jun. 2028 - Dec. 2029	(194		)
	Interest rate swaps of US$ LIBOR debt	1,050		1.4% - 1.6%		Sep. 2018 - Nov. 2020	10
	Interest rate swaptions	560		1.0	%	Jun. 2018 - Nov. 2018	—

For the three and nine months ended September 30, 2018, the partnership recognized fair value gains, net of approximately $18 million and $71 million (2017 - losses of $6 million and $33 million) related to the settlement of certain forward starting interest rate swaps that have not been designated as hedges.

b) Measurement and classification of financial instruments

Classification and Measurement

The following table outlines the classification and measurement basis, and related fair value for disclosures, of the financial assets and liabilities in the interim condensed consolidated financial statements:

		Sep. 30, 2018				Dec. 31, 2017
		Under IFRS 9				Under IAS 39
(US$ Millions)	Classification and measurement basis	Carrying value		Fair value		Carrying value		Fair value
Financial assets
Participating loan interests	FVTPL	$	266	$	266	$	517	$	517
Loans and notes receivable	Amortized cost	551		551		185		185
Other non-current assets
Securities - FVTPL	FVTPL	232		232		174		174
Derivative assets	FVTPL	30		30		48		48
Securities - FVTOCI	FVTOCI	152		152		150		150
Restricted cash	Amortized cost	171		171		153		153
Current assets
Derivative assets	FVTPL	229		229		37		37
Accounts receivable(1)	Amortized cost	638		638		536		536
Restricted cash	Amortized cost	315		315		237		237
Cash and cash equivalents	Amortized cost	2,444		2,444		1,491		1,491
Total financial assets		$	5,028	$	5,028	$	3,528	$	3,528
Financial liabilities
Debt obligations(2)	Amortized cost	$	54,515	$	55,035	$	37,991	$	38,726
Capital securities	Amortized cost	2,889		2,895		3,352		3,358
Capital securities - fund subsidiaries	FVTPL	835		835		813		813
Other non-current liabilities
Loan payable	FVTPL	24		24		23		23
Accounts payable	Amortized cost	1,084		1,084		517		517
Derivative liabilities	FVTPL	75		75		160		160
Accounts payable and other liabilities
Accounts payable and other(3)	Amortized cost	2,905		2,905		2,614		2,614
Derivative liabilities	FVTPL	201		201		399		399
Total financial liabilities		$	62,528	$	63,054	$	45,869	$	46,610

⁽¹⁾  Includes other receivables associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of $35 millionand $105 million as of September 30, 2018 and December 31, 2017, respectively.

⁽²⁾  Includes debt obligations associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of $134 millionand$1,107 million as of September 30, 2018 and December 31, 2017, respectively.

⁽³⁾  Includes accounts payable and other liabilities associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of $14 million and $209 million as of September 30, 2018 and December 31, 2017, respectively.

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Fair Value Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Quoted market prices (unadjusted) in active markets represent a Level 1 valuation. When quoted market prices in active markets are not available, the partnership maximizes the use of observable inputs within valuation models. When all significant inputs are observable, either directly or indirectly, the valuation is classified as Level 2. Valuations that require the significant use of unobservable inputs are considered Level 3, which reflect the partnership’s market assumptions and are noted below. This hierarchy requires the use of observable market data when available.

The following table outlines financial assets and liabilities measured at fair value in the consolidated financial statements and the level of the inputs used to determine those fair values in the context of the hierarchy as defined above:

	Sep. 30, 2018								Dec. 31, 2017
	Under IFRS 9								Under IAS 39
(US$ Millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial assets
Participating loan interests	$	—	$	—	$	266	$	266	$	—	$	—	$	209	$	209
Securities - FVTPL	—		—		232		232		—		—		174		174
Securities - FVTOCI	—		—		152		152		—		—		150		150
Derivative assets	—		259		—		259		—		85		—		85
Total financial assets	$	—	$	259	$	650	$	909	$	—	$	85	$	533	$	618
Financial liabilities
Capital securities - fund subsidiaries	$	—	$	—	$	835	$	835	$	—	$	—	$	813	$	813
Derivative liabilities	—		276		—		276		—		559		—		559
Loan payable	—		—		24		24		—		—		23		23
Total financial liabilities	$	—	$	276	$	859	$	1,135	$	—	$	559	$	836	$	1,395

There were no transfers between levels during the three and nine months ended September 30, 2018 and the year ended December 31, 2017.

The following table presents the change in the balance of financial assets and financial liabilities accounted for at fair value categorized as Level 3 as of September 30, 2018 and December 31, 2017:

	Sep. 30, 2018						Dec. 31, 2017
	Under IFRS 9						Under IAS 39
(US$ Millions)	Financial assets			Financial liabilities			Financial assets			Financial liabilities
Balance, beginning of period	$	835		$	836		$	1,605		$	821
Acquisitions		101			—			144			49
Dispositions		(7	)		(2	)		(986	)		(4	)
Fair value gains, net and OCI		(28	)		25			(216	)		(30	)
Other		(251	)		—			(14	)		—
Balance, end of period	$	650		$	859		$	533		$	836

NOTE 33. RELATED PARTIES

In the normal course of operations, the partnership enters into transactions with related parties. These transactions have been measured at exchange value and are recognized in the consolidated financial statements. The immediate parent of the partnership is Brookfield Property Partners Limited. The ultimate parent of the partnership is Brookfield Asset Management. Other related parties of the partnership include Brookfield Asset Management’s subsidiaries and operating entities, certain joint ventures and associates accounted for under the equity method, as well as officers of such entities and their spouses.

The partnership has a management agreement with its service providers, wholly-owned subsidiaries of Brookfield Asset Management. Pursuant to a Master Services Agreement, the partnership pays a base management fee (“base management fee”), to the service providers equal to 0.5% of the total capitalization of the partnership, subject to an annual minimum of $50 million plus annual inflation adjustments. The amount of the equity enhancement distribution is reduced by the amount by which the base management fee is greater than $50 million per annum, plus annual inflation adjustments.

The base management fee for the three and nine months ended September 30, 2018 was $25 million (2017 - $26 million) and $73 million (2017 - $78 million), respectively. The equity enhancement distribution is $1 million both for the three and nine months ended September 30, 2018 (2017 - $7 million and $20 million), respectively.

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In connection with the issuance of Preferred Equity Units to Qatar Investment Authority (“QIA”) in the fourth quarter of 2014, Brookfield Asset Management contingently agreed to acquire the seven-year and ten-year tranches of Preferred Equity Units from QIA for the initial issuance price plus accrued and unpaid distributions and to exchange such units for Preferred Equity Units with terms and conditions substantially similar to the twelve-year tranche to the extent that the market price of the LP Units is less than 80% of the exchange price at maturity.

The following table summarizes transactions with related parties:

(US$ Millions)	Sep. 30, 2018			Dec. 31, 2017
Balances outstanding with related parties:
Participating loan interests	$	266		$	517
Net (payables)/receivables within equity accounted investments	(23		)	(49		)
Loans and notes receivable(1)	72			96
Receivables and other assets	9			11
Deposit and promissory note from Brookfield Asset Management	(733		)	(633		)
Property-specific debt obligations	(383		)	(415		)
Loans and notes payable and other liabilities	(211		)	(156		)
Capital securities held by Brookfield Asset Management(2)	(750		)	(1,250		)
Preferred shares held by Brookfield Asset Management	(15		)	(15		)

⁽¹⁾  At September 30, 2018, includes $72 million (December 31, 2017 - $96 million) receivable from Brookfield Asset Management upon the earlier of the partnership’s exercise of its option to convert its participating loan interests into direct ownership of the Australian portfolio or the maturity of the participating loan interests.

⁽²⁾  During the third quarter of 2018, the Brookfield BPY Holdings Inc. Class C Junior Preferred shares, held by Brookfield Asset Management, were redeemed.

	Three months ended Sep. 30,				Nine months ended Sep. 30,
(US$ Millions)	2018		2017		2018		2017
Transactions with related parties:
Commercial property revenue(1)	$	4	$	4	$	14	$	14
Management fee income	1		1		4		4
Participating loan interests (including fair value gains, net)	13		33		45		77
Interest expense on debt obligations	9		3		29		21
Interest on capital securities held by Brookfield Asset Management	16		26		54		64
General and administrative expense(2)	57		51		153		151
Construction costs(3)	64		99		289		243

⁽¹⁾  Amounts received from Brookfield Asset Management and its subsidiaries for the rental of office premises.

⁽²⁾  Includes amounts paid to Brookfield Asset Management and its subsidiaries for management fees, management fees associated with the partnership’s investments in private funds, and administrative services.

⁽³⁾  Includes amounts paid to Brookfield Asset Management and its subsidiaries for construction costs of development properties.

During the first quarter of 2018, the partnership along with BPREP acquired a 25% and 75% interest, respectively, in 333 West 34th Street, an office building in New York for $255 million.

During the third quarter, the partnership sold 27.5% of its interest in a portfolio of operating and development assets in New York. The partnership retains control over and will continue to consolidate these assets after the sale. The interest was sold to Brookfield Asset Management for consideration of approximately $1.4 billion. Brookfield Asset Management is currently in the process of syndicating its entire 27.5% equity interest to third-party investors.

NOTE 34. SUBSIDIARY PUBLIC ISSUERS

BOP Split was incorporated for the purpose of being an issuer of preferred shares and owning the partnership’s additional investment in BPO common shares. Pursuant to the terms of a Plan of Arrangement, holders of outstanding BPO Class AAA Preferred Shares Series G, H, J and K, which were convertible into BPO common shares, were able to exchange their shares for BOP Split Senior Preferred Shares, subject to certain conditions. The BOP Split Senior Preferred shares are listed on the TSX and began trading on June 11, 2014. All shares issued by BOP Split are retractable by the holders at any time for cash.

In connection with an internal restructuring completed in July 2016, the partnership and certain of its related entities agreed to guarantee all of BPO’s Class AAA Preferred Shares and all of BPO’s debt securities issued pursuant to BPO’s indenture dated December 8, 2009.

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The following table provides consolidated summary financial information for the partnership, BOP Split, BPO, and the holding entities:

(US$ Millions) For the three months ended Sep. 30, 2018	Brookfield Property Partners L.P.		BOP Split			BPO			Brookfield Property Preferred Equity Inc.		Brookfield Property Finance ULC		Holding entities(2)		Additional holding entities and eliminations(3)			Consolidating adjustments(4)		Brookfield Property Partners L.P consolidated
Revenue	$	—	$	4		$	28		$	—	$	3	$	344	$	15		$	1,434	$	1,828
Net income attributable to unitholders(1)	155		299			(980		)	—		—		380		(5		)	531		380
For the three months ended Sep. 30, 2017
Revenue	$	—	$	—		$	34		—		—		$	116	$	—		$	1,360	$	1,510
Net income attributable to unitholders(1)	62		(79		)	(90		)	—		—		175		17			83		168

⁽¹⁾  Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR Units.

⁽²⁾  Includes the operating partnership, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, and BPY Bermuda Holdings II Limited.

⁽³⁾  Includes BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited and BPY Bermuda Holdings VI Limited, which serve as guarantors for BPO but not BOP Split, net of intercompany balances and transactions with other holding entities.

⁽⁴⁾  Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.

(US$ Millions) For the nine months ended Sep. 30, 2018	Brookfield Property Partners L.P.		BOP Split			BPO			Brookfield Property Preferred Equity Inc.		Brookfield Property Finance ULC		Holding entities(2)		Additional holding entities and eliminations(3)			Consolidating adjustments(4)		Brookfield Property Partners L.P consolidated
Revenue	$	—	$	18		$	103		$	—	$	3	$	807	$	30		$	4,138	$	5,099
Net income attributable to unitholders(1)	549		409			(1,307		)	—		—		1,444		(25		)	374		1,444
For the nine months ended Sep. 30, 2017
Revenue	$	—	$	—		$	178		$	—	$	—	$	445	$	—		$	3,934	$	4,557
Net income attributable to unitholders(1)	89		(294		)	(471		)	—		—		248		17			652		241

⁽¹⁾  Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR Units.

⁽²⁾  Includes the operating partnership, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, and BPY Bermuda Holdings II Limited.

⁽³⁾  Includes BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited and BPY Bermuda Holdings VI Limited, which serve as guarantors for BPO but not BOP Split, net of intercompany balances and transactions with other holding entities.

⁽⁴⁾  Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.

(US$ Millions) As of Sep. 30, 2018	Brookfield Property Partners L.P.		BOP Split		BPO		Brookfield Property Preferred Equity Inc.		Brookfield Property Finance ULC		Holding entities(2)		Additional holding entities and eliminations(3)		Consolidating adjustments(4)			Brookfield Property Partners L.P consolidated
Current assets	$	—	$	54	$	178	$	—	$	235	$	5,474	$	364	$	(2,066	)	$	4,239
Non-current assets	13,269		15,265		19,516		—		—		30,134		1,741		27,028			106,953
Assets held for sale	—		—		—		—		—		—		—		391			391
Current liabilities	—		2,495		1,845		—		234		5,635		1,950		(3,469		)	8,690
Non-current liabilities	—		3,103		2,730		—		—		1,699		—		49,455			56,987
Liabilities associated with assets held for sale	—		—		—		—		—		—		—		148			148
Equity attributable to interests of others in operating subsidiaries and properties	—		—		2,284		—		—		—		—		15,200			17,484
Equity attributable to unitholders(1)	$	13,269	$	9,721	$	12,835	$	—	$	1	$	28,274	$	155	$	(35,981	)	$	28,274

⁽¹⁾  Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR Units.

⁽²⁾  Includes the operating partnership, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, and BPY Bermuda Holdings II Limited.

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⁽³⁾  Includes BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited and BPY Bermuda Holdings VI Limited, which serve as guarantors for BPO but not BOP Split, net of intercompany balances and transactions with other holding entities.

⁽⁴⁾  Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.

(US$ Millions) As of Dec. 31, 2017	Brookfield Property Partners L.P.		BOP Split		BPO		Brookfield Property Preferred Equity Inc.		Brookfield Property Finance ULC		Holding entities(2)		Additional holding entities and eliminations(3)			Consolidating adjustments(4)			Brookfield Property Partners L.P consolidated
Current assets	$	—	$	93	$	91	$	—	$	—	$	3,019	$	24		$	(748	)	$	2,479
Non-current assets	8,190		13,310		21,234		—		—		28,194		1,532			7,975			80,435
Assets held for sale	—		—		—		—		—		—		—			1,433			1,433
Current liabilities	—		544		5,518		—		—		1,186		845			2,420			10,513
Non-current liabilities	—		4,695		1,726		—		—		7,841		743			22,389			37,394
Liabilities associated with assets held for sale	—		—		—		—		—		—		—			1,316			1,316
Equity attributable to interests of others in operating subsidiaries and properties	—		—		2,284		—		—		—		—			10,654			12,938
Equity attributable to unitholders(1)	$	8,190	$	8,164	$	11,797	$	—	$	—	$	22,186	$	(32	)	$	(28,119	)	$	22,186

⁽¹⁾  Includes net income attributable to LP Units, GP Units, Redeemable/Exchangeable Partnership Units, Special LP Units, Exchange LP Units and BPR Units.

⁽²⁾  Includes the operating partnership, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, and BPY Bermuda Holdings II Limited.

⁽³⁾  Includes BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited and BPY Bermuda Holdings VI Limited, which serve as guarantors for BPO but not BOP Split, net of intercompany balances and transactions with other holding entities.

⁽⁴⁾  Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.

NOTE 35. SEGMENT INFORMATION

a) Operating segments

IFRS 8, Operating Segments, requires operating segments to be determined based on internal reports that are regularly reviewed by the chief operating decision maker (“CODM”) for the purpose of allocating resources to the segment and to assessing its performance. On July 1, 2018, the partnership realigned its LP Investments segment (formerly referred to as Opportunistic) to include the corporate function of the Brookfield-sponsored real estate opportunity funds, previously included in the Corporate segment, to more closely align with the how the partnership now presents financial information to the CODM and investors. As of September 30, 2018, the partnership is organized into four reportable segments: i) Core Office, ii) Core Retail, iii) LP Investments and iv) Corporate. These segments are independently and regularly reviewed and managed by the Chief Executive Officer, who is considered the CODM.

b) Basis of measurement

The CODM measures and evaluates the performance of the partnership’s operating segments based on funds from operations (“FFO”). This performance metric does not have a standardized meaning prescribed by IFRS and therefore may differ from similar metrics used by other companies and organizations. Management believes that while not an IFRS measure, FFO is the most consistent metric to measure the partnership’s financial statements and for the purpose of allocating resources and assessing its performance.

The partnership defines FFO as follows:

FFO: net income, prior to fair value gains, net, depreciation and amortization of real estate assets, and income taxes less non-controlling interests of others in operating subsidiaries and properties share of these items. When determining FFO, the partnership also includes its proportionate share of the FFO of unconsolidated partnerships and joint ventures and associates.

c) Reportable segment measures

The following summaries present certain financial information regarding the partnership’s operating segments for the three and nine months ended September 30, 2018 and 2017:

(US$ Millions)	Total revenue(1)				FFO
Three months ended Sep. 30,	2018		2017		2018			2017
Core Office	$	526	$	536	$	114		$	113
Core Retail(2)	145		—		71			113
LP Investments	1,157		974		45			79
Corporate	—		—		(107		)	(108		)
Total	$	1,828	$	1,510	$	123		$	197

⁽¹⁾  The partnership adopted IFRS 15, Revenues from Contracts with Customers, in 2018 using the modified retrospective method. The comparative information has not been restated and is reported under the accounting standards effective for those periods.

⁽²⁾  In the three months ended September 30, 2017, the partnership had a 34% interest in our Core Retail segment, which was equity accounted.

37

(US$ Millions)	Total revenue(1)				FFO
Nine months ended Sep. 30,	2018		2017		2018			2017
Core Office	$	1,577	$	1,591	$	374		$	408
Core Retail	145		—		300			331
LP Investments	3,374		2,966		200			205
Corporate	3		—		(313		)	(318		)
Total	$	5,099	$	4,557	$	561		$	626

⁽¹⁾  The partnership adopted IFRS 15, in 2018 using the modified retrospective method. The comparative information has not been restated and is reported under the accounting standards effective for those periods.

⁽²⁾  In the nine months ended September 30, 2017, the partnership had a 34% interest in its Core Retail segment, which was equity accounted.

The following summaries presents the detail of total revenue from the partnership’s operating segments for the three and nine months ended September 30, 2018:

(US$ Millions)	Lease revenue		Other revenue from tenants		Hospitality revenue		Investment and other revenue		Total revenue
Three months ended Sep. 30, 2018
Core Office	$	406	$	86	$	5	$	29	$	526
Core Retail	100		29		—		16		145
LP Investments	545		85		497		28		1,155
Corporate	—		—		—		—		—
Total	$	1,051	$	200	$	502	$	73	$	1,826

(US$ Millions)	Lease revenue		Other revenue from tenants		Hospitality revenue		Investment and other revenue		Total revenue
Nine months ended Sep. 30, 2018
Core Office	$	1,207	$	265	$	14	$	91	$	1,577
Core Retail	100		29		—		16		145
LP Investments	1,623		254		1,446		51		3,374
Corporate	—		—		—		3		3
Total	$	2,930	$	548	$	1,460	$	161	$	5,099

The following summary presents information about certain consolidated balance sheet items of the partnership, on a segmented basis, as of September 30, 2018 and December 31, 2017:

	Total assets				Total liabilities
(US$ Millions)	Sep. 30, 2018		Dec. 31, 2017		Sep. 30, 2018		Dec. 31, 2017
Core Office	$	34,631	$	33,795	$	15,696	$	16,791
Core Retail(1)	29,813		8,844		14,380		—
LP Investments	46,970		41,471		30,179		26,630
Corporate	169		237		5,570		5,802
Total	$	111,583	$	84,347	$	65,825	$	49,223

⁽¹⁾  In the year ended December 31, 2017, the partnership had a 34% interest in its Core Retail segment, which was equity accounted.

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The following summary presents a reconciliation of FFO to net income for the three and nine months ended September 30, 2018 and 2017:

	Three months ended Sep. 30,						Nine months ended Sep. 30,
(US$ Millions)	2018			2017			2018			2017
FFO(1)	$	123		$	197		$	561		$	626
Depreciation and amortization of real estate assets	(70		)	(62		)	(201		)	(177		)
Fair value gains, net	556			339			1,943			717
Share of equity accounted income - non-FFO	(52		)	182			33			248
Income tax expense	37			(183		)	(49		)	(419		)
Non-controlling interests of others in operating subsidiaries and properties – non-FFO	(214		)	(305		)	(843		)	(754		)
Net income attributable to unitholders(2)	380			168			1,444			241
Non-controlling interests of others in operating subsidiaries and properties	342			491			1,352			1,269
Net income	$	722		$	659		$	2,796		$	1,510

⁽¹⁾   FFO represents interests attributable to GP Units, LP Units, Exchange LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and BPR Units. The interests attributable to Exchange LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and BPR Units are presented as non-controlling interests in the consolidated statements of income.

⁽²⁾   Includes net income attributable to GP Units, LP Units, Exchange LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and BPR Units. The interests attributable to Exchange LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and BPR Units are presented as non-controlling interests in the consolidated statements of income.

NOTE 36. SUBSEQUENT EVENTS

On November 5, 2018, the partnership redeemed $330 million of Brookfield BPY Holdings Inc. Class B Junior Preferred Shares, which were held by Brookfield Asset Management.

On October 31, 2018, the partnership sold a 49.9% interest in 50 & 60 Carrington Street in Sydney.

On October 30, 2018, the partnership entered into a definitive agreement to sell its industrial portfolio in the U.S. The transaction is expected to close in the fourth quarter of 2018.

On October 18, 2018, the partnership sold its 25% interest in Jean Edmonds Towers in Ottawa.

On October 16, 2018, a subsidiary of the partnership issued medium term notes for C$100 million at 4.346% per annum and C$400 million at 4.115% per annum, with a term of five years and three years, respectively. Interests on the notes are payable semi-annually.  

On October 4, 2018, the partnership sold 100% of its interest in Queen’s Quay Terminal in Toronto.

39