UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 8, 2020

Brookfield Property REIT Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34948		27-2963337
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

250 Vesey Street, 15th Floor, New York, NY		10281
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 417-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.

Emerging growth company ¨

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

Item 2.02.

Results of Operations and Financial Condition.

On May 8, 2020 Brookfield Property REIT Inc. (the “Company”) disclosed the following financial information:

The following is the Company’s balance sheet as at March 31, 2020 and December 31, 2019.

Brookfield Property REIT Inc.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2020			December 31, 2019
	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land		3,656,141		$	3,659,595
Buildings and equipment		14,061,739			14,020,589
Less accumulated depreciation		(2,705,699	)		(2,569,911	)
Construction in progress		170,049			160,443
Net property and equipment		15,182,230			15,270,716
Investment in Unconsolidated Real Estate Affiliates		4,537,076			4,634,292
Net investment in real estate		19,719,306			19,905,008
Cash and cash equivalents		224,096			197,829
Accounts receivable, net		241,742			234,928
Notes receivable		46,046			76,310
Deferred expenses, net		181,304			188,591
Prepaid expenses and other assets		712,294			745,060
Deferred tax assets, net		619,241			625,660
Total assets	$	21,744,029		$	21,973,386
Liabilities:
Mortgages, notes and loans payable	$	15,933,776		$	15,902,894
Investment in Unconsolidated Real Estate Affiliates		132,469			125,565
Accounts payable and accrued expenses		938,549			1,027,130
Dividend payable		4,438			21
Junior subordinated notes		206,200			206,200
Total liabilities		17,215,432			17,261,810
Redeemable equity interests		1,183,669			1,354,234
Redeemable noncontrolling interests		61,406			62,235
Total redeemable interests		1,245,075			1,416,469
Equity:
Total stockholders' equity		1,799,484			1,762,367
Noncontrolling interests		1,484,038			1,532,740
Total equity		3,283,522			3,295,107
Total liabilities, redeemable interests and equity	$	21,744,029		$	21,973,386

The following is the Company’s income statement for the three months ended March 31, 2020 and March 31, 2019.

Brookfield Property REIT Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended March 31,
	2020			2019
	(Dollars in thousands, except per share amounts)
Revenues:
Rental revenues, net	$	351,829		$	323,020
Management fees and other corporate revenues		35,338			41,188
Other		16,463			12,175
Total revenues		403,630			376,383
Operating Expenses:
Real estate taxes		47,807			40,855
Property maintenance costs		9,146			10,061
Marketing		764			904
Other property operating costs		49,821			43,422
Property management and other costs		60,975			56,054
General and administrative		4,890			5,413
Costs related to the BPY Transaction		—			8,339
Depreciation and amortization		157,346			118,799
Total operating expenses		330,749			283,847
Interest and dividend income		3,096			8,422
Interest expense		(178,802	)		(154,706	)
Loss before income taxes, equity in loss of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests		(102,825	)		(53,748	)
Provision for income taxes		(5,428	)		(4,450	)
Equity in loss of Unconsolidated Real Estate Affiliates		(4,843	)		(7,873	)
Unconsolidated Real Estate Affiliates - gain on investment, net		12,647			104,354
Net (loss) income		(100,449	)		38,283
Allocation to noncontrolling interests		18,622			(6,633	)
Net (loss) income attributable to Brookfield Property REIT Inc.	$	(81,827	)	$	31,650

SIGNATURES

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

	BROOKFIELD PROPERTY REIT INC.

May 8, 2020	By:	/s/ Michelle Campbell
	Name:	Michelle Campbell
	Title:	Secretary