Condensed consolidated financial statements (unaudited)

As at June 30, 2024 and December 31, 2023 and

for the three and six months ended June 30, 2024 and 2023

See accompanying notes to the condensed consolidated financial statements.

(1)The partnership adopted the IAS 1 Amendments as of January 1, 2024. The comparative information has been restated. See Note 2, Summary of Material Accounting Policy Information for further information.

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. BPY is a subsidiary of Brookfield Corporation, formerly known as Brookfield Asset Management Inc. (“BN,” the “Corporation,” 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 direct investment is a 36% managing general partnership units (“GP Units” or “GP”) interest in Brookfield Property L.P. (the “operating partnership”). The GP Units provide the partnership with the power to direct the relevant activities of the operating partnership.

The partnership’s 6.5% Preferred Units, Series 1, 6.375% Preferred Units, Series 2, 5.75% Preferred Units, Series 3, and Brookfield Property Preferred L.P.’s (“New LP”) 6.25% Preferred Units, Series 1 are traded on the Nasdaq under the symbols “BPYPP”, “BPYPO”, “BPYPN”, and “BPYPM”, respectively. The New LP 6.25% Preferred Units, Series 1 are also traded on the TSX under the symbol “BPYP.PR.A”.

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

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 six months ended June 30, 2024 were approved and authorized for issue by the Board of Directors of the partnership on August 9, 2024.

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, 2023, except as disclosed 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, 2023. 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 as issued by the IASB. 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)Adoption of accounting standards

i.Classification of Liabilities as Current or Non-Current, Amendments to IAS 1 (“IAS 1 Amendments”)

The partnership adopted the IAS 1 Amendments as of January 1, 2024, its mandatory effective date. The IAS 1 Amendments affect only the presentation of liabilities as current or non-current in the consolidated balance sheets and not the amount or timing of recognition of any asset, liability, income or expense.

The IAS 1 Amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether the partnership will exercise its right to defer settlement of a liability, explain that rights are in existence if an entity complies with any covenants with which it is required to comply on or before the end of the reporting period, explain that the requirement to comply with any covenants after the reporting period is not considered in the classification as current or non-current, and introduces a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

The partnership has applied the IAS 1 Amendments retrospectively and the December 31, 2023 comparative period has been restated with $13.3 billion of current liabilities being classified as non-current liabilities. This is on the basis of extension options giving the partnership substantive existing rights to defer settlement by twelve months as at December 31, 2023. Prior to the amendments being applied, the extension options had not been included in the assessment of classification as current or non-current as the partnership’s rights to defer settlement of these liabilities are not unconditional.

For the partnership’s equity accounted investments, the IAS 1 Amendments are also applied to the underlying results for the summarized financial information disclosed in Note 4. The December 31, 2023 comparative period has been restated with $3.2 billion of current liabilities being restated as non-current liabilities.

The loan agreements for certain of these non-current liabilities have financial covenants, such as minimum debt yield and maximum loan to value, which must be met periodically, and/or are a condition of extension within twelve months of the reporting period.

d)Future accounting policies

The partnership is currently assessing the impact of IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024. IFRS 18 will replace IAS 1 and will be effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. IFRS 18 sets out significant new requirements for the presentation of financial statements with a particular focus on the income statement, including requirements for mandatory sub-totals to be presented, aggregation and disaggregation of information, and disclosures related to management-defined performance measures.

The partnership is also currently assessing the impact of Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7, issued by the IASB in May 2024. The Amendments will be effective for annual reporting periods beginning on or after January 1, 2026. The Amendments clarify the requirements related to the date of recognition and derecognition of financial assets and financial liabilities, with an exception for derecognition of financial liabilities settled via an electronic transfer, clarify the requirements for assessing contractual cash flow characteristics of financial assets and clarify the characteristics of non-recourse loans and contractually linked instruments.

e)Critical judgments and estimates in applying accounting policies

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 of Material Accounting Policies in the partnership’s consolidated financial statements for the year ended December 31, 2023 and have been consistently applied in the preparation of the interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2024.

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 six months ended June 30, 2024 and the year ended December 31, 2023:

(1)Property dispositions represent the fair value on date of sale.

(2)See Note 28, Related Parties for further information on the Acquisition of Foreign Investments.

(3)Includes right-of-use assets related to commercial properties and commercial developments of $1,197 million and $132 million, respectively, as of June 30, 2024 (December 31, 2023 - $1,116 million and $130 million). Current lease liabilities of $37 million (December 31, 2023 - $37 million) have been included in accounts payable and other liabilities and non-current lease liabilities of $1,059 million (December 31, 2023 - $995 million) have been included in other non-current liabilities.

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 generally 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 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 stabilized annual net operating income. Where there has been a recent market transaction for a specific property, such as an acquisition or sale of a partial interest, the partnership values the property on that basis. 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. Except for the impact of interest rates and inflation, 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 subsidiaries, the partnership relies on quarterly valuations prepared by external valuation professionals. Management compares the external valuations to the partnership’s internal valuations to review the work performed by the 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 set forth in the following tables below on a weighted-average basis:

(1)Included in our total Office portfolio are 16 premier office and mixed-use complexes in key global markets with a weighted-average discount rate of 6.7% (December 31, 2023 - 6.7%).

(2)Included in our total Retail portfolio are 19 Core premier retail centers with a weighted-average discount rate of 6.2% (December 31, 2023 - 6.2%)

(3)The valuation method used to value multifamily, self-storage and manufactured housing properties is the direct capitalization method. At June 30, 2024, the overall implied capitalization rate used for properties using the direct capitalization method was 4.8% (December 31, 2023 - 4.6%).

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(h) in the consolidated financial statements as of December 31, 2023:

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 as of June 30, 2024, for properties valued using the discounted cash flow or direct capitalization method, respectively:

(1)     The valuation method used to value multifamily, self storage and manufactured housing properties is the direct capitalization method. The impact of the sensitivity analysis on the discount rate includes properties valued using the discounted cash flow method as well as properties valued using an overall implied capitalization rate under the direct capitalization method.

The partnership has investments in joint arrangements that are joint ventures, and also has investments in associates. Joint ventures hold individual commercial properties, hotels, 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. 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:

The following table presents the change in the balance of the partnership’s equity accounted investments as of June 30, 2024 and December 31, 2023:

(1)See Note 28, Related Parties for further information on the Acquisition of Foreign Investments.

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:

(1)Included in our total Office portfolio are 16 premier office and mixed-use complexes in key global markets with a weighted-average discount rate of 6.7% (December 31, 2023 - 6.7%).

(2)Included in our total Retail portfolio are 19 Core premier retail centers with a weighted-average discount rate of 6.2% (December 31, 2023 - 6.2%).

(3)The valuation method used to value multifamily investments is the direct capitalization method. At June 30, 2024, the overall implied capitalization rate used for properties using the direct capitalization method was 4.7% (December 31, 2023 - 4.5%). The terminal capitalization rate and investment horizon are not applicable.

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

(1)The partnership adopted the IAS 1 Amendments as of January 1, 2024. The comparative information has been restated. See Note 2, Summary of Material Accounting Policy Information for further information.

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

Property, plant, and equipment primarily consists of hospitality assets in the U.K. and a portfolio of hotels in the U.S.

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

The following table presents the change to the components of the partnership’s hospitality assets for the six months ended June 30, 2024 and for the year ended December 31, 2023:

(1)See Note 28, Related Parties for further information on the Acquisition of Foreign Investments.

(2)The prior year end includes revaluation gains of $704 million recorded as revaluation surplus in the consolidated statements of comprehensive income. It also includes revaluation losses in excess of revaluation surplus of $57 million recorded in other fair value changes in the consolidated statements of income.

(3)Includes right-of-use assets of $279 million (December 31, 2023 - $304 million).

Goodwill of $1,419 million at June 30, 2024 (December 31, 2023 - $1,450 million) is primarily attributable to short-break destinations across the United Kingdom and Ireland (“U.K. and Ireland Short Stay”) of $762 million (December 31, 2023 - $767 million), an office portfolio in Germany of $401 million (December 31, 2023 - $413 million) and a mixed-use asset in South Korea of $190 million (December 31, 2023 - $201 million). The partnership performs a goodwill impairment test annually unless there are indicators of impairment identified during the year. The partnership did not identify any impairment indicators as of June 30, 2024 and for the year ended December 31, 2023.

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 U.K. and Ireland Short Stay.

The trademark assets of U.K. and Ireland Short Stay had a carrying amount of $901 million as of June 30, 2024 (December 31, 2023 - $905 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 in perpetuity. The business model of U.K. and Ireland Short Stay is not subject to technological obsolescence or commercial innovations in any material way.

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. The partnership did not identify any impairment indicators as of June 30, 2024 and for the year ended December 31, 2023.

The following table presents the components of the partnership’s intangible assets as of June 30, 2024 and December 31, 2023:

The following table presents a roll forward of the partnership’s intangible assets for the six months ended June 30, 2024 and the year ended December 31, 2023:

(1)See Note 28, Related Parties for further information on the Acquisition of Foreign Investments.

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

(US$ Millions)			Jun. 30, 2024			Dec. 31, 2023
Securities - FVTPL			$	3,232		$	3,240
Derivative assets			138			192
Securities - FVTOCI			36			61
Other marketable securities			28			28
Restricted cash			568			581
Inventory			1,945			1,858
Accounts receivables - non-current			47			43
Other			171			167
Total other non-current assets			$	6,165		$	6,170

Securities - FVTPL includes the partnership’s investment in the Brookfield Strategic Real Estate Partners (“BSREP”) III fund, with a carrying value of the financial asset at June 30, 2024 of $1,499 million (December 31, 2023 - $1,424 million). It also includes the partnership’s investment in a U.S. department store chain with a carrying value of the financial asset at June 30, 2024 of $551 million (December 31, 2023 - $551 million).

The components of accounts receivable and other are as follows:

(1)The prior year includes loans secured by a portfolio of 75 multifamily assets in San Francisco in foreclosure. In the six months ended June 30, 2024, these assets were acquired out of foreclosure and are subsequently being reported in investment properties on the condensed consolidated balance sheet.

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 is available 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 June 30, 2024 and December 31, 2023:

(US$ Millions)			Jun. 30, 2024			Dec. 31, 2023
Investment properties			$	2,107		$	1,673
Equity accounted investments			—			127
Property, plant and equipment			367			2
Accounts receivable and other assets			125			50
Assets held for sale			$	2,599		$	1,852
Accounts payable and other liabilities			169			57
Liabilities associated with assets held for sale			$	169		$	57

The following table presents the change to the components of the assets held for sale for the six months ended June 30, 2024 and the year ended December 31, 2023:

(1)See Note 28, Related Parties for further information on the Acquisition of Foreign Investments.

At December 31, 2023, assets held for sale included five office assets in the U.S., four malls in the U.S., two hotels in the U.S., and one logistics asset in the U.S. as the partnership intends to sell controlling interests in these assets to third parties in the next 12 months.

In the first quarter of 2024, the partnership sold two hotels in the U.S. for net proceeds of approximately $120 million.

In the second quarter of 2024, the partnership sold a partial interest in an office asset in the United Arab Emirates, five hospitality assets in the U.S. and one retail asset in the U.S. for net proceeds of approximately $173 million.

At June 30, 2024, assets held for sale included six office assets in the U.S., six retail assets in the U.S., three hotel assets in the U.S, one multifamily asset in the U.S, one logistics asset in the U.S. and one hospitality asset in South Korea as the partnership intends to sell its interests in these assets to third parties in the next 12 months.

The partnership’s debt obligations include the following:

			Jun. 30, 2024						Dec. 31, 2023
(US$ Millions)			Weighted-average rate			Debt balance			Weighted-average rate			Debt balance
Unsecured facilities:
Brookfield Property Partners’ credit facilities			7.34		%	$	2,151		7.36		%	$	3,251
Brookfield Property Partners’ corporate bonds			4.79		%	1,389			4.67		%	1,887
Brookfield Properties Retail Holdings LLC (“BPYU”) term debt			7.94		%	1,192			7.96		%	1,366
BPYU senior secured notes			5.20		%	1,695			5.20		%	1,695
BPYU corporate facility			8.19		%	152			8.21		%	508
BPYU junior subordinated notes			7.01		%	198			7.07		%	198
Subsidiary borrowings			6.68		%	267			6.85		%	47
Secured debt obligations:
Funds subscription credit facilities(1)			7.32		%	3,497			7.38		%	3,638
Fixed rate			4.81		%	29,080			4.40		%	28,417
Variable rate			8.25		%	29,334			8.05		%	28,049
Deferred financing costs						(374)						(344)
Total debt obligations						$	68,581					$	68,712
Current(2)						15,895						15,319
Non-current(2)						52,686						53,393
Total debt obligations						$	68,581					$	68,712

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

(2)The partnership adopted the IAS 1 Amendments as of January 1, 2024. The comparative information has been restated. See Note 2, Summary of Material Accounting Policy Information for further information.

The partnership generally believes that it will be able to either extend the maturity date, repay, or refinance the debt that is scheduled to mature in 2024 to 2025; however, excluding debt obligations on assets in receivership, the partnership has suspended contractual payment on less than 4% of its non-recourse mortgages. The partnership is currently engaging in negotiations with respective creditors for certain assets. The partnership has, in certain instances, transferred properties securing these loans to the lenders. It is possible that certain additional properties securing these loans could be transferred to the lenders if the partnership is unsuccessful in ongoing negotiations with creditors.

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

			Jun. 30, 2024									Dec. 31, 2023
(Millions)			U.S. Dollars						Local currency			U.S. Dollars						Local currency
U.S. Dollars			$	43,281		$			43,281			$	43,788		$			43,788
Euros			7,361			€			6,871			7,409			€			6,711
British Pounds			6,646			£			5,256			6,240			£			4,902
Canadian Dollars			3,474			C$			4,752			3,967			C$			5,257
Brazilian Reais			1,952			R$			10,850			1,731			R$			8,380
Indian Rupee			2,269			Rs			189,105			2,226			Rs			185,506
South Korean Won			1,941			₩			2,670,000			1,756			₩			2,280,000
Australian Dollars			1,248			A$			1,872			1,310			A$			1,923
Chinese Yuan			552			C¥			4,031			494			C¥			3,521
Other currencies			231									135
Deferred financing costs			(374)									(344)
Total debt obligations			$	68,581								$	68,712

The partnership has the following capital securities outstanding as of June 30, 2024 and December 31, 2023:

(1)New LP Preferred Units shares outstanding is presented net of intracompany shares held by the Operating Partnership.

(2)The dividend rate pertaining to Alstria Office Prime is declared annually and is neither fixed or mandatory.

(3)The dividend rate pertaining to India REIT is equal to a minimum of 90% of net distributable cash flows.

New LP Preferred Units includes $466 million (December 31, 2023 - $474 million) of preferred equity interests issued in connection with the privatization of the partnership which have been classified as a liability, rather than as a non-controlling interest, due to the fact that the holders of such interests can demand cash payment upon maturity of July 26, 2081, for the liquidation preference of $25.00 per unit and any accumulated unpaid dividends.

The holders of each series of the BOP Split Senior Preferred Shares are each entitled to receive fixed cumulative preferential cash dividends, if, as and when declared by the board of directors of BOP Split. Dividends on each series of the BOP Split Senior Preferred Shares are payable quarterly on the last day of March, June, September and December in each year

Capital securities also includes $152 million at June 30, 2024 (December 31, 2023 - $145 million) of preferred equity interests held by a third party investor in 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 $108 million at June 30, 2024 (December 31, 2023 - $109 million) which represents the equity from minority shareholders who are other limited partners in the subsidiary Alstria Office Prime. The equity of these limited partners is classified as a liability under IAS 32, rather than as non-controlling interest, due to each limited partner being contractually entitled to a severance payment equivalent to the NAV per share of the Alstria Office Prime, on their date of resignation.

Capital securities also includes $980 million at June 30, 2024 (December 31, 2023 - $729 million) of preferred equity interests held by third party investors in the India REIT, which have been classified as a liability, rather than as a non-controlling interest, due to the fact that India REIT has a contractual obligation to make distributions to unitholders every six months at an amount no less than 90% of net distributable cash flows.

Capital Securities – Fund Subsidiaries of $140 million at June 30, 2024 (December 31, 2023 - $189 million) is comprised of co-investors interests in funds that can be redeemed for cash at specified dates at the co-investors election.

At June 30, 2024, capital securities includes $16 million (December 31, 2023 - $22 million) repayable in Canadian Dollars of C$22 million (December 31, 2023 - C$28 million).

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

												Non-cash changes in capital securities
(US$ Millions)			Dec. 31, 2023						Capital securities redeemed			Fair value changes			Foreign currency translation and other			Assumed from/Issued in asset acquisition			Jun. 30, 2024
Capital securities			$	2,835					(12)			82			(6)			180			$	3,079

The partnership is a flow-through entity for tax purposes. 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 partnership operates in countries which have enacted new legislation to implement the global minimum top-up tax. The partnership has applied a temporary mandatory relief from recognizing and disclosing information related to deferred top-up tax and will account for it as a current tax when it is incurred. There is no material current tax impact for the three and six months ended June 30, 2024. The global minimum top-up tax is not anticipated to have a significant impact on the financial position of the partnership.

The components of income tax expense include the following:

			Three months ended Jun. 30,						Six months ended Jun. 30,
(US$ Millions)			2024			2023			2024			2023
Current income tax			$	52		$	39		$	122		$	60
Deferred income tax			(5)			(120)			7			(200)
Income tax expense (benefit)			$	47		$	(81)		$	129		$	(140)

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

(1)For the three and six months ended June 30, 2024, interest expense relating to total lease liabilities (see Note 15, Accounts Payable And Other Liabilities, for the current portion) was $26 million and $47 million, respectively (2023 - $20 million and $41 million).

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

(1)See Note 14, Other Non-Current Liabilities, for further information on the interest expense related to these liabilities.

The partnership’s capital structure is comprised of five classes of partnership units: GP Units, LP Units, Redeemable/Exchangeable Partnership Units (“REUs”), special limited partnership units of the operating partnership (“Special LP Units”) and FV LTIP units of the operating partnership (“FV LTIP Units”). In addition, the partnership issued Class A Cumulative Redeemable Perpetual Preferred Units, Series 1 in the first quarter of 2019, Class A Cumulative Redeemable Perpetual Preferred Units, Series 2 in the third quarter of 2019 and Class A Cumulative Redeemable Perpetual Preferred Units, Series 3 in the first quarter of 2020 (“Preferred Equity 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. 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 REUs that are exchanged for LP Units will only be entitled to a maximum number of votes in respect of the REUs equal to 49% of the total voting power of all outstanding units.

There were 138,875 GP Units outstanding at June 30, 2024 and December 31, 2023.

There were 341,729,125 and 321,046,797 LP Units outstanding at June 30, 2024 and December 31, 2023, respectively.

b)Units of the operating partnership held by Brookfield Corporation

There were 604,459,593 and 567,854,792 REUs outstanding at June 30, 2024 and December 31, 2023, respectively.

There were 6,147,901 and 5,797,155 Special LP Units outstanding at June 30, 2024 and December 31, 2023, respectively.

c)FV LTIP Units

The operating partnership issued FV LTIP Units under the Brookfield Property L.P. FV LTIP Unit Plan to certain participants. Each FV LTIP unit will vest over a period of five years and is redeemable for cash payment. There were 573,561 and 772,537 FV LTIP Units outstanding at June 30, 2024 and December 31, 2023, respectively.

The partnership’s preferred equity consists of 7,360,000 Class A Cumulative Redeemable Perpetual Preferred Units, Series 1 at $25.00 per unit at a coupon rate of 6.5%, 10,000,000 Class A Cumulative Redeemable Perpetual Preferred Units, Series 2 at $25.00 per unit at a coupon rate of 6.375% and 11,500,000 Class A Cumulative Redeemable Perpetual Preferred Units, Series 3 at $25.00 per unit at a coupon rate of 5.75%. At June 30, 2024, preferred equity units had a total carrying value of $699 million (December 31, 2023 - $699 million).

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

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

Non-controlling interests consisted of the following:

(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 REUs changes as a result of issuances, repurchases and exchanges. 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 Consolidated Statements of Changes in Equity.

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

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

(2)Includes non-controlling interests in various corporate entities of the partnership which vary from 1% - 100%.

(3)Includes non-controlling interests in BPYU subsidiaries.

(4)Includes non-controlling interests representing interests held by other investors in Brookfield-sponsored real estate funds and holding entities through which the partnership participates in such funds. Also includes non-controlling interests in underlying operating entities owned by these funds.

The components of commercial property revenue are as follows:

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

(2)Consists of recovery of certain operating expenses from tenants which are accounted for in accordance with IFRS 15, Revenue from Contracts with Customers.

The components of hospitality revenue are as follows:

The components of investment and other revenue are as follows:

The components of direct commercial property expense are as follows:

(1)Represents the operating expenses relating to variable lease payments not included in the measurement of the lease liability.

The components of direct hospitality expense are as follows:

The components of general and administrative expense are as follows:

The components of fair value (losses), net, are as follows:

(1)Represents incentive fees the partnership is obligated to pay to the general partner of the partnership’s various fund investments.

Other comprehensive (losses) income consists of the following:

			Three months ended Jun. 30,						Six months ended Jun. 30,
(US$ Millions)			2024			2023			2024			2023
Items that may be reclassified to net income:
Foreign currency translation
Net unrealized foreign currency translation (losses) gains in respect of foreign operations			$	(183)		$	208		$	(517)		$	386
Reclassification of realized foreign currency translation (losses) to net income on dispositions of foreign operations			(29)			—			(35)			—
Gains (losses) on hedges of net investments in foreign operations			177			(121)			349			(200)
Reclassification gains from hedges of net investment in foreign operation to net income on disposition of foreign operations			—			—			(6)			—
			(35)			87			(209)			186
Cash flow hedges
(Losses) gains on derivatives designated as cash flow hedges, net of income taxes for the three and six months ended Jun. 30, 2024 of nil million and $(1) million (2023 – $(31) million and $(29) million)			(14)			275			12			231
			(14)			275			12			231
Equity accounted investments
Share of unrealized foreign currency translation (losses) gains in respect of foreign operations			(1)			1			(1)			1
(Losses) gains on derivatives designated as cash flow hedges			(13)			17			(18)			3
			(14)			18			(19)			4
Items that will not be reclassified to net income:
Unrealized gains (losses) on securities - FVTOCI, net of income taxes for the three and six months ended Jun. 30, 2024 of $1 million and $(5) million (2023 – nil and nil)			(4)			(2)			5			(15)
Share of revaluation (losses) on equity accounted investments			(1)			—			(1)			—
Net remeasurement gains on defined benefit obligations			—			(2)			—			(2)
Revaluation gains, net of income taxes for the three and six months ended Jun. 30, 2024 of nil and nil (2023 – $1 million and $(1) million)			—			(2)			—			2
			(5)			(6)			4			(15)
Total other comprehensive (losses) income			$	(68)		$	374		$	(212)		$	406

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 dispositions, 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.

During 2013, the Corporation announced the final close on the first 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 June 30, 2024, there remained approximately $129 million of uncontributed capital commitments.

In April 2016, the Corporation announced the final close on the second BSREP fund to which the partnership had committed $2.3 billion as lead investor. As of June 30, 2024, there remained approximately $538 million of uncontributed capital commitments.

In November 2017, the Corporation announced the final close on the fifth Brookfield Real Estate Finance Fund (“BREF”) to which the partnership had committed $400 million. As of June 30, 2024, there remained approximately $160 million of uncontributed capital commitments.

In September 2018, the Corporation announced the final close on the third Brookfield Fairfield U.S. Multifamily Value Add Fund to which the partnership had committed $300 million. As of June 30, 2024, there remained approximately $99.3 million of uncontributed capital commitments.

In January 2019, the Corporation announced the final close on the third BSREP fund to which the partnership had committed $1.0 billion. As of June 30, 2024, there remained approximately $245 million of uncontributed capital commitments.

In December 2022, the Corporation announced the final close on the fourth BSREP fund to which the partnership had committed $3.5 billion. As of June 30, 2024, there remained approximately $1.4 billion of uncontributed capital commitments. Refer to Note 28, Related Parties for further information.

In October of 2020, the Corporation announced the final close on the Brookfield European Real Estate Partnership fund to which the partnership has committed €100 million ($107 million). As of June 30, 2024, there remained approximately nil 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.

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;

•interest rate caps to hedge interest rate risk on certain variable rate debt; and

•cross-currency swaps to manage interest rate and foreign currency exchange rates on existing variable rate debt.

There have been no material changes to the partnership’s financial risk exposure or risk management activities since December 31, 2023. Please refer to Note 31, Financial Instruments in the December 31, 2023 annual report on Form 20-F for a detailed description of the partnership’s financial risk exposure and risk management activities.

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 June 30, 2024 and December 31, 2023: