EQUITY ACCOUNTED INVESTMENTS | 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. 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/voting rights held by the partnership Carrying value (US$ Millions) Principal activity Principal place of business Dec. 31, 2018 Dec. 31, 2017 Dec. 31, 2018 Dec. 31, 2017 Joint ventures Canary Wharf Joint Venture (1) Property holding company United Kingdom 50 % 50 % $ 3,270 $ 3,284 BPR JV Pool A (2) Property holding company United States 50 % — % 1,791 — Manhattan West, New York Property holding company United States 56 % 56 % 1,619 1,439 Ala Moana Center, Hawaii (2) Property holding company United States 50 % — % 1,611 — Forest City Joint Ventures (3) Property holding company United States — % — % 1,390 — BPR JV Pool B (2) Property holding company United States 51 % — % 1,217 — Fashion Show, Las Vegas (2) Property holding company United States 50 % — % 881 — BPR JV Pool C (2) Property holding company United States 50 % — % 756 — BPR JV Pool D (2) Property holding company United States 48 % — % 693 — BPR JV Pool E (2) Property holding company United States 35 % — % 629 — The Grand Canal Shoppes, Las Vegas (2) Property holding company United States 50 % — % 608 — Grace Building, New York Property holding company United States 50 % 50 % 581 585 One Liberty Plaza, New York Property holding company United States 51 % 51 % 425 408 Southern Cross East, Melbourne (4) Property holding company Australia 50 % 50 % 402 407 680 George Street, Sydney Property holding company Australia 50 % 50 % 319 311 Brookfield Brazil Retail Fundo de Investimento em Participaçõe ("Brazil Retail") Holding company Brazil 46 % 46 % 309 339 Brookfield D.C. Office Partners LLC ("D.C. Fund"), Washington, D.C. Property holding company United States 51 % 51 % 295 310 Miami Design District, Florida (2) Property holding company United States 22 % — % 286 — The Mall in Columbia, Maryland (2) Property holding company United States 50 % — % 268 — Shops at Merrick Park, Florida (2) Property holding company United States 55 % — % 266 — Other (5) Various Various 12% - 70% 12% - 90% 4,237 2,484 21,853 9,567 Associates GGP Inc. (“GGP”) (2) Real estate investment trust United States — % 34 % — 8,844 China Xintiandi (“CXTD”) (6) Property holding company China 22 % 22 % — 499 Diplomat Resort and Spa (“Diplomat”) Property holding company United States 90 % 90 % 390 339 Brookfield Premier Real Estate Partners Pooling LLC (“BPREP”) Property holding company United States 7 % 10 % 106 122 Other Various Various 23% - 31% 23% - 31% 349 390 845 10,194 Total $ 22,698 $ 19,761 (1) Stork Holdco LP is the joint venture through which the partnership acquired Canary Wharf Group plc (“Canary Wharf”) in London. (2) Upon acquisition of GGP, the partnership recognized its interests in joint ventures. Certain joint ventures were formed as a result of the sale of partial interests in certain properties prior to closing of the GGP acquisition. Where multiple joint ventures were formed with the same terms and joint venture partners, they have been aggregated in a pool. (3) The partnership obtained control of Forest City during the fourth quarter of 2018 following the acquisition of the common shares not previously held by the partnership. The partnership is consolidating the financial results of Forest City, including its interests in properties held through joint ventures. Please see Note 5, Acquisitions and Business Combinations, for further information. (4) The partnership exercises joint control over these jointly controlled entities through a participating loan agreement with Brookfield Asset Management that is convertible at any time into a direct equity interest in the entity. (5) Other joint ventures consists of approximately 70 joint ventures, all of which have a carrying value below $250 million . (6) The partnership’s interest in CXTD is held through BSREP CXTD Holdings L.P. in which it has an approximate 31% interest. This interest has been reclassified to assets held for sale in the fourth quarter of 2018. (a) 2018 Transactions 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 4, Acquisition of GGP Inc. , for further information. The partnership obtained control of Forest City during the fourth quarter of 2018 following the acquisition. The partnership is consolidating the financial results of Forest City, including its interests in properties held through joint ventures. (b) 2017 Transactions In the first quarter of 2017, the partnership sold 50% of its interest in Principal Place - Commercial for approximately £346 million ( $429 million ). As a result of the transaction, the partnership retained joint control and recognized the equity accounted investment with a carrying value of $230 million at December 31, 2017 . The partnership sold its 51% interest in 245 Park Avenue in the second quarter of 2017 for net proceeds of approximately $680 million . In the second quarter of 2017, the partnership entered into an amended management agreement with its co-investors in Brazil Retail resulting in the loss of control over the venture. Subsequent to entering into this agreement, the partnership recognized its interest in Brazil Retail as an equity accounted investment with a carrying value of $339 million at December 31, 2017 . During the fourth quarter of 2017, 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 of cash. The exercise resulted in the partnership’s acquisition of an additional 68 million common shares of GGP, increasing its ownership from 29% to 34% . As a result of the exercise, the partnership recorded an additional equity accounted investment of approximately $1,890 million . 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 in addition to $1,448 million of impact of warrant exercise. The following table presents the change in the balance of the partnership’s equity accounted investments as of December 31, 2018 and 2017 : (US$ Millions) Years ended Dec. 31, 2018 2017 Equity accounted investments, beginning of period $ 19,761 $ 16,844 GGP joint ventures acquired from business acquisition (1) 10,829 — Deconsolidation of pre-acquisition GGP equity interest (1) (8,345 ) — Additions 2,174 1,372 Disposals and return of capital distributions (1,304 ) (281 ) Share of net earnings from equity accounted investments (2) 947 961 Distributions received (518 ) (369 ) Foreign currency translation (395 ) 430 Reclassification to assets held for sale (3) (567 ) (712 ) Impact of warrant conversion (2) — 1,448 Other comprehensive income and other 116 68 Equity accounted investments, end of year $ 22,698 $ 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 $10,829 million was added to the balance of equity accounted investments, offset by the deconsolidation of the partnership’s 34% interest of $7,843 million and fair value loss of $502 million from adjusting the partnership’s interest in GGP to its fair value immediately prior to acquiring control. See Note 4, 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. (3) The partnership’s interest in CXTD was reclassified to assets held for sale in the fourth quarter of 2018. 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: Dec. 31, 2018 Dec. 31, 2017 Equity accounted investments Primary valuation method Discount Terminal Investment Discount Terminal Investment Core Office United States Discounted cash flow 6.6 % 5.1 % 10 6.5 % 5.3 % 11 Australia Discounted cash flow 6.7 % 5.7 % 10 7.0 % 5.8 % 10 Europe Discounted cash flow 4.7 % 4.9 % 10 4.8 % 4.8 % 10 Core Retail United States (1) Discounted cash flow 6.6 % 5.3 % 11 7.0 % 5.6 % 10 LP Investments - Office Discounted cash flow 6.9 % 5.2 % 9 6.6 % 5.7 % 10 LP Investments - Retail Discounted cash flow 11.7 % 7.1 % 10 11.5 % 7.2 % 11 Logistics Discounted cash flow — % — % — 6.4 % 5.8 % 10 Multifamily (2) Direct capitalization 5.2 % 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 December 31, 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 4, 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. The following tables present the gross assets and liabilities of the partnership’s equity accounted investments as of December 31, 2018 and 2017 : Dec. 31, 2018 (US$ Millions) Current assets Non-current assets Current liabilities Non-current liabilities Net assets Joint ventures Canary Wharf Joint Venture $ 666 $ 12,268 $ 577 $ 5,818 $ 6,539 BPR JV Pool A 186 5,619 125 2,097 3,583 Manhattan West 142 5,455 681 2,027 2,889 Ala Moana 91 5,063 57 1,874 3,223 Forest City 308 7,729 330 4,152 3,555 BPR JV Pool B 99 5,909 107 3,515 2,386 Fashion Show 35 2,572 19 826 1,762 BPR JV Pool C 42 2,264 34 676 1,596 BPR JV Pool D 43 2,293 101 793 1,442 BPR JV Pool E 47 2,756 39 967 1,797 The Grand Canal Shoppes 28 1,832 23 625 1,212 Grace Building 32 2,043 19 894 1,162 One Liberty Plaza 107 1,604 23 855 833 Southern Cross East 5 805 7 — 803 680 George Street 10 1,334 14 — 1,330 Brazil Retail 30 916 13 67 866 D.C. Fund 58 1,321 31 770 578 Miami Design District 49 1,877 28 629 1,269 The Mall in Columbia 14 858 9 328 535 Shops at Merrick Park 12 660 21 166 485 Other 1,989 20,588 2,413 9,140 11,024 3,993 85,766 4,671 36,219 48,869 Associates GGP — — — — — CXTD — — — — — Diplomat 24 837 23 405 433 BPREP 12 1,998 12 457 1,541 Other 366 1,430 72 819 905 402 4,265 107 1,681 2,879 Total $ 4,395 $ 90,031 $ 4,778 $ 37,900 $ 51,748 Dec. 31, 2017 (US$ Millions) Current Non-current Current Non-current Net Joint ventures Canary Wharf Joint Venture $ 844 $ 13,092 $ 703 $ 6,759 $ 6,474 Manhattan West 74 4,248 816 941 2,565 Grace Building 35 2,042 12 891 1,174 One Liberty Plaza 129 1,527 17 839 800 Southern Cross East 94 732 11 — 815 Brazil Retail 42 982 10 65 949 680 George Street 29 611 18 — 622 D.C. Fund 41 1,351 348 436 608 VAMF II (1) 111 1,813 295 851 778 Principal Place - Commercial (1) 7 941 45 444 459 Potsdamer Platz (1) 60 1,835 54 1,021 820 One New York Plaza (1) 69 1,480 — 748 801 Republic Plaza (1) 28 495 20 265 238 75 State Street (1) 16 662 8 309 361 Other 707 5,357 736 2,080 3,248 2,286 37,168 3,093 15,649 20,712 Associates GGP 1,029 37,841 947 13,062 24,861 CXTD 173 3,678 138 1,476 2,237 Diplomat 24 777 23 400 378 BPREP 18 1,670 14 456 1,218 Other 149 2,042 231 870 1,090 1,393 46,008 1,353 16,264 29,784 Total $ 3,679 $ 83,176 $ 4,446 $ 31,913 $ 50,496 (1) In the current year ended December 31, 2018, these joint ventures are presented within Joint Ventures - Other as the carrying value are currently below $250 million . Summarized financial information in respect of the partnership’s equity accounted investments for the years ended December 31, 2018 , 2017 and 2016 is set out below: Year ended Dec. 31, 2018 (US$ Millions) Revenue Expenses Fair value gains (losses) Income from EAI (1) Discon-tinued operations Net income Other compre- hensive income Partnership’s share of net income Distributions received Joint ventures Canary Wharf Joint Venture $ 547 $ 125 $ (72 ) $ (1 ) $ — $ 349 $ 8 $ 175 $ — BPR JV Pool A 162 77 (5 ) — — 80 — 41 — Manhattan West 123 104 423 — — 442 (15 ) 248 — Ala Moana 78 38 (6 ) — — 34 — 17 8 Forest City 48 35 — — — 13 — 8 — BPR JV Pool B 208 112 (7 ) 8 — 97 — 49 1 Fashion Show 32 13 (2 ) — — 17 — 8 3 BPR JV Pool C 52 23 (1 ) — — 28 — 14 6 BPR JV Pool D — — — 26 — 26 — 12 2 BPR JV Pool E 49 15 (2 ) — — 32 — 11 3 The Grand Canal Shoppes 30 18 (1 ) — — 11 — 5 2 Grace Building 125 83 (34 ) — — 8 — 4 8 One Liberty Plaza 114 84 9 — — 39 (10 ) 21 9 Southern Cross East 45 7 38 — — 76 — 38 — 680 George Street 34 9 136 — — 161 — 56 18 Brazil Retail 61 30 59 — — 90 — 41 20 D.C. Fund 131 81 (45 ) — — 5 — 2 22 Miami Design District 24 24 (1 ) — — (1 ) — — — The Mall in Columbia 19 9 (1 ) — — 9 — 5 — Shops at Merrick Park 17 6 — — — 11 — 6 1 Other 1,290 897 696 (22 ) — 1,067 (19 ) 409 143 3,189 1,790 1,184 11 — 2,594 (36 ) 1,170 246 Associates GGP (2) 1,536 1,221 (1,598 ) 271 — (1,012 ) (15 ) (274 ) 214 CXTD 142 60 18 (3 ) — 97 — 21 10 Diplomat 174 175 — — — (1 ) 77 (1 ) 18 BPREP 60 (10 ) 1 — — 71 — 9 4 Other 263 261 71 1 — 74 76 22 26 2,175 1,707 (1,508 ) 269 — (771 ) 138 (223 ) 272 Total $ 5,364 $ 3,497 $ (324 ) $ 280 $ — $ 1,823 $ 102 $ 947 $ 518 (1) Share of net earnings from equity accounted investments recorded by the partnership’s joint ventures and associates. (2) Net income presented before allocation to non-controlling interests and preferred dividends. Year ended Dec. 31, 2017 (US$ Millions) Revenue Expenses Fair value gains (losses) Income of EAI (1) Discon-tinued operations Net income Other compre- hensive income Partnership’s share of net income Distributions received Joint ventures Canary Wharf Joint Venture $ 581 $ 370 $ (49 ) $ 21 $ — $ 183 $ 5 $ 91 $ — Manhattan West 81 70 308 — — 319 — 179 1 Grace Building 120 80 (23 ) — — 17 — 9 7 One Liberty Plaza 3 2 103 — — 104 (7 ) 53 — Southern Cross East 46 7 21 — — 60 — 30 — Brazil Retail 48 29 31 — — 50 — 23 11 680 George Street 34 9 17 — — 42 — 21 — D.C. Fund 129 76 (54 ) — — (1 ) — (1 ) 23 VAMF II (2) 154 116 117 4 — 159 — 59 — Principal Place - Commercial (2) 28 61 132 — — 99 — 49 — Potsdamer Platz (2) 96 95 108 — — 109 — 27 — One New York Plaza (2) 121 78 (4 ) — — 39 7 6 1 Republic Plaza (2) 46 30 (33 ) — — (17 ) — (9 ) — 75 State Street (2) 49 30 6 — — 25 — 6 2 245 Park Avenue (2) 54 31 (24 ) — — (1 ) — — 10 Other 259 111 148 — — 296 16 153 38 1,849 1,195 804 25 — 1,483 21 696 93 Associates GGP (3)(4) 2,405 1,207 (2,307 ) 518 — (591 ) 12 179 240 CXTD 128 145 121 — — 104 — 23 — Diplomat 151 166 — — — (15 ) 43 (14 ) 6 BPREP 40 27 31 71 — 115 — 12 3 Other 253 183 147 — — 217 61 65 27 2,977 1,728 (2,008 ) 589 — (170 ) 116 265 276 Total $ 4,826 $ 2,923 $ (1,204 ) $ 614 $ — $ 1,313 $ 137 $ 961 $ 369 (1) Share of net earnings from equity accounted investments recorded by the partnership’s joint ventures and associates. (2) In the current year ended December 31, 2018, these joint ventures are presented within Joint Ventures - Other as the carrying value are currently below $250 million . (3) Net income presented before allocation to non-controlling interests and preferred dividends. (4) As a result of the partnership’s exercise of GGP warrants, the additional shares that were acquired by the partnership were acquired at a discount to the net fair value of the proportionate interest in the underlying assets acquired and liabilities assumed. The partnership recognized a $442 million gain within the partnership’s share of net income. Year ended December 31, 2016 (US$ Millions) Revenue Expenses Fair value gains (losses) Income from EAI (1) Discon-tinued operations Net income Other compre- hensive income Partnership’s share of net income Distributions received Joint ventures Canary Wharf Joint Venture $ 646 $ 284 $ (351 ) $ 8 $ — $ 19 $ (4 ) $ 10 $ — Manhattan West 78 51 161 — — 188 — 105 57 245 Park Avenue (2) 163 95 (146 ) — — (78 ) — (39 ) 37 Grace Building 117 79 (24 ) — — 14 — 7 11 VAMF II (2) 430 310 123 — — 243 — 96 — Southern Cross East 42 11 3 — — 34 — 17 — Potsdamer Platz (2) 49 27 32 — — 54 — 12 — D.C. Fund 121 71 (9 ) — — 41 — 21 17 680 George Street 34 8 103 — — 129 5 65 — Republic Plaza (2) 46 30 (5 ) — — 11 — 6 — One New York Plaza (2) 11 8 57 — — 60 — 9 — 75 State Street (2) 47 30 26 — — 43 — 17 — Other 384 196 120 — — 308 (2 ) 137 124 2,168 1,200 90 8 — 1,066 (1 ) 463 246 Associates GGP (3) 2,427 1,371 177 502 — 1,735 4 476 266 CXTD 114 122 195 — — 187 — 41 — Rouse 139 140 — — — (1 ) 35 (2 ) — Diplomat — 3 56 — — 53 — 10 12 Other 520 489 104 — — 135 — 31 — 3,200 2,125 532 502 — 2,109 39 556 278 Total $ 5,368 $ 3,325 $ 622 $ 510 $ — $ 3,175 $ 38 $ 1,019 $ 524 (1) Share of net earnings from equity accounted investments recorded by the partnership’s joint ventures and associates. (2) In the current year ended December 31, 2018, these joint ventures are presented within Joint Ventures - Other as the carrying values are all currently below $250 million . (3) Net income presented before allocation to non-controlling interests and preferred dividends. Certain of the partnership’s investment in joint ventures and associates are subject to restrictions over the extent to which they can remit funds to the partnership in the form of the cash dividends or repayments of loans and advances as a result of borrowing arrangements, regulatory restrictions and other contractual requirements. |