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):

~~April~~May 17, 2021

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.)
(State or other jurisdiction of incorporating or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

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

(Registrant’s telephone number, including area code)

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 72.0102. ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

On ~~April 1~~May 7, 2021, Brookfield ~~Asset~~Property ~~Management~~REIT Inc. (~~“Brookfield”) and~~the ~~Brookfield Property Partners L.P. (~~“~~BPY~~Company”) ~~announced that they have reached agreement for Brookfield to acquire all of~~ ~~the~~disclosed ~~limited partnership units of BPY (~~the ~~“Transaction”).~~following Afinancial press release announcing the Transaction and the expected impact on Brookfield Property REIT Inc.’s Class A stock, par value $.01 per share, and 6.375% Series A Cumulative Redeemable Preferred stock, par value $.01 per share, is filed as Exhibit 99.1 to this Current Report on Form 8-K.information:

The ~~information~~following ~~in this Item 7.01, including Exhibit 99.1,~~ is ~~being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Company’s ~~Exchange Act~~balance ofsheet ~~1934,~~ as ~~amended~~at ~~(the “Exchange Act”)~~March 31, ~~or otherwise subject to the liabilities of that section, nor shall the information~~ be2021 ~~deemed~~and ~~incorporated by reference in any filing under the Securities Act of 1933~~December 31, ~~as amended, or the Exchange Act~~2020.

~~Item~~Brookfield ~~9.01~~Property ~~Financial Statements and Exhibits~~REIT Inc.

~~(d) Exhibits:~~CONSOLIDATED BALANCE SHEETS

Exhibit No.		Description
99.1		Press Release dated April 1, 2021.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

(UNAUDITED)

	March 31, 2021			December 31, 2020
	(Dollars in thousands, except share and per share amounts)
Assets:
Investment in real estate:
Land	$	3,601,549		$	3,620,513
Buildings and equipment		13,778,850			13,968,906
Less accumulated depreciation		(2,978,657	)		(2,967,879	)
Construction in progress		270,992			256,510
Net property and equipment		14,672,734			14,878,050
Investment in Unconsolidated Real Estate Affiliates		4,256,378			4,342,995
Net investment in real estate		18,929,112			19,221,045
Cash and cash equivalents		189,183			204,541
Accounts receivable, net		406,241			524,982
Notes receivable		38,244			45,553
Deferred expenses, net		156,751			158,633
Prepaid expenses and other assets		866,199			827,746
Deferred tax assets, net		652,053			655,060
Assets held for disposition		—			242,404
Total assets	$	21,237,783		$	21,879,964
Liabilities:
Mortgages, notes and loans payable	$	16,049,687		$	16,114,586
Investment in Unconsolidated Real Estate Affiliates		153,247			151,095
Accounts payable and accrued expenses		935,544			993,617
Dividend payable		68			903
Junior subordinated notes		206,200			206,200
Liabilities held for disposition		—			263,141
Total liabilities		17,344,746			17,729,542
Redeemable equity interests		823,477			839,143
Redeemable noncontrolling interests		60,453			60,826
Total redeemable interests		883,930			899,969
Equity:
Total stockholders' equity		1,629,366			1,843,286
Noncontrolling interests		1,379,741			1,407,167
Total equity		3,009,107			3,250,453
Total liabilities, redeemable interests and equity	$	21,237,783		$	21,879,964

The following is the Company’s income statement for the three months ended ended March 31, 2021 and March 31, 2020.

Brookfield Property REIT Inc.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(UNAUDITED)

	Three Months Ended March 31,
	2021			2020
	(Dollars in thousands, except per share amounts)
Revenues:
Rental revenues, net	$	326,923		$	351,829
Management fees and other corporate revenues		31,501			35,338
Other		9,974			16,463
Total revenues		368,398			403,630
Operating Expenses:
Real estate taxes		51,093			47,807
Property maintenance costs		9,803			9,146
Marketing		808			764
Other property operating costs		48,877			49,821
Property management and other costs		49,283			60,975
General and administrative		5,237			4,890
Provision for note receivable loss		7,911			—
Provision for impairment		106,991			—
Depreciation and amortization		151,537			157,346
Total operating expenses		431,540			330,749
Interest and dividend income		1,374			3,096
Interest expense		(169,194	)		(178,802	)
Gain from changes in control of investment properties and other, net		1,824			—
Gain on extinguishment of debt		13,123			—
Loss before income taxes, equity in (loss) income of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests		(216,015	)		(102,825	)
Provision for income taxes		(2,943	)		(5,428	)
Equity in loss of Unconsolidated Real Estate Affiliates		(34,453	)		(4,843	)
Unconsolidated Real Estate Affiliates - (loss) gain on investment, net		(2,140	)		12,647
Net loss		(255,551	)		(100,449	)
Allocation to noncontrolling interests		26,430			18,622
Net loss attributable to Brookfield Property REIT Inc.	$	(229,121	)	$	(81,827	)

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.
Date: April 1, 2021	By:	/s/ Michelle Campbell
May 7, 2021	By:	/s/ Michelle Campbell
	Name:	Michelle Campbell
	Title:	Secretary

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