UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K________________________________________________________

Report of Foreign Private Issuer Pursuant toRule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of November 2015Commission File Number 001-35505

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BROOKFIELD PROPERTY PARTNERS L.P.(Exact name of registrant as specified in its charter)

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73 Front Street, Hamilton, HM 12 Bermuda(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ý Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit List to this Form 6-K.

SIGNATURES

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

Date: November 12, 2015 BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, Brookfield Property Partners Limited By: /s/ Jane Sheere Name: Jane Sheere Title: Secretary

EXHIBIT LIST

Exhibit Description

99.1 Management’s Discussion and Analysis of Financial Results of Brookfield Property Partners L.P. as of September 30, 2015 and December 31, 2014 andfor the three and nine months ended September 30, 2015 and 2014

99.2 Unaudited condensed consolidated financial statements of Brookfield Property Partners L.P. as of September 30, 2015 and December 31, 2014 and forthe three and nine months ended September 30, 2015 and 2014

99.3 Certification of Chief Executive Officer of Brookfield Property Group LLC, a manager of Brookfield Property Partners L.P.

99.4 Certification of Chief Financial Officer of Brookfield Property Group LLC, a manager of Brookfield Property Partners L.P.

Management’s Discussion and Analysis of Financial Results

INTRODUCTIONThis management’s discussion and analysis (“MD&A”) of Brookfield Property Partners L.P. (“BPY”, the “partnership”, or “we”) covers the financial position as of

September 30, 2015 and December 31, 2014 and results of operations for the three and nine months ended September 30, 2015 and 2014. This MD&A should be read inconjunction with the unaudited condensed consolidated financial statements (the “Financial Statements”) and related notes as of September 30, 2015, included elsewhere in thisreport, and our annual report for the year ended December 31, 2014 on Form 20-F.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND USE OF NON-IFRS MEASURESThis MD&A, particularly “Part I – Objectives and Financial Highlights – Overview of the Business” and “Part IV – Additional Information – Trend Information”,

contains “forward-looking information” within the meaning of Canadian provincial securities laws and applicable regulations and “forward-looking statements” within the meaningof “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature,depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects,opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal yearand subsequent periods, and include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts”, “likely”, ornegative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are basedupon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known andunknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially fromanticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: risks incidentalto the ownership and operation of real estate properties including local real estate conditions; the impact or unanticipated impact of general economic, political and market factors inthe countries in which we do business; the ability to enter into new leases or renew leases on favorable terms; business competition; dependence on tenants’ financial condition; theuse of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchanges rates; uncertainties of real estate development orredevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; thepossible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks;dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attainexpected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in ourdocuments filed with the securities regulators in Canada and the United States, as applicable.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information,investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publiclyupdate or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

We disclose a number of financial measures in this MD&A that are calculated and presented using methodologies other than in accordance with International FinancialReporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). We utilize these measures in managing our business, including performancemeasurement, capital allocation and valuation purposes and believe that providing these performance measures on a supplemental basis to our IFRS results is helpful to investors inassessing our overall performance. These financial measures should not be considered as a substitute for similar financial measures calculated in accordance with IFRS. We cautionreaders that these non-IFRS financial measures may differ from the calculations disclosed by other businesses, and as a result, may not be comparable to similar measures presentedby others. Reconciliations of these non-IFRS financial measures to the most directly comparable financial measures calculated and presented in accordance with IFRS, whereapplicable, are included within this MD&A.

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PART I – OBJECTIVES AND FINANCIAL HIGHLIGHTSBASIS OF PRESENTATION

Our sole material asset is our 38% interest in Brookfield Property L.P. (the “Operating Partnership”). As we have the ability to direct its activities pursuant to our rights asowners of the general partner units, we consolidate the Operating Partnership. Accordingly, our Financial Statements reflect 100% of its assets, liabilities, revenues, expenses andcash flows, including non-controlling interests therein, which capture the ownership interests of other third parties. We also discuss the results of operations on a segment basis,consistent with how we manage our business. Our seven operating segments are organized into the following: i) Office, ii) Retail, iii) Industrial, iv) Multifamily, v) Hospitality, vi)Triple Net Lease, which includes Capital Automotive Real Estate Services Inc. (“CARS”), and vii) Corporate. These segments are independently and regularly reviewed andmanaged by the Chief Executive Officer, who is considered the Chief Operating Decision Maker. For presentation purposes, certain information for our Industrial, Multifamily,Hospitality and Triple Net Lease segments have been combined in this MD&A.

Our partnership’s equity interests include general partnership units (“GP Units”), publicly traded limited partnership units (“LP Units”), redeemable/exchangeablepartnership units of the Operating Partnership (“Redeemable/Exchangeable Partnership Units”), special limited partnership units of the Operating Partnership (“Special LP Units”)and limited partnership units of Brookfield Office Properties Exchange LP (“Exchange LP Units”). Holders of the GP Units, LP Units, Redeemable/Exchangeable PartnershipUnits, Special LP Units, and Exchange LP Units will be collectively referred to throughout this MD&A as “Unitholders”. The GP Units, LP Units, Redeemable/ExchangeablePartnership Units, Special LP Units and Exchange LP Units have the same economic attributes in all respects, except that the Redeemable/Exchangeable Partnership Units provideBrookfield Asset Management Inc. (“Brookfield Asset Management”) the right to request that its units be redeemed for cash consideration starting in April 2015. In the event thatBrookfield Asset Management exercises this right, our 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, Brookfield Asset Management, as holder of Redeemable/Exchangeable Partnership Units, participates in earnings and distributions on a per unit basisequivalent to the per unit participation of the LP Units. However, given the Redeemable/Exchangeable Partnership Units have been issued by a subsidiary of the partnership, wepresent such units as a component of non-controlling interests. The Exchange LP Units are exchangeable at any time on a one-for-one basis, at the option of the holder, for LP Unitsand, like the Redeemable/Exchangeable Partnership Units, participate in earnings and distributions on a per unit basis equivalent to the per unit participation of the LP Units. Asthese equity interests have been issued by a subsidiary of the partnership, we present the Exchange LP Units as a component of non-controlling interests.

This MD&A includes financial data for the three and nine months ended September 30, 2015 and includes material information up to November 12, 2015. Financial datahas been prepared using accounting policies in accordance with IFRS. Non-IFRS measures used in this MD&A are reconciled to or calculated from such financial information.Unless otherwise specified, all operating and other statistical information is presented as if we own 100% of each property in our portfolio, regardless of whether we own all of theinterests in each property, excluding information relating to our interests in China Xintiandi (“CXTD”). We believe this is the most appropriate basis on which to evaluate theperformance of properties in the portfolio relative to each other and others in the market. All dollar references, unless otherwise stated, are in millions of U.S. Dollars, except perunit amounts. Amounts in Canadian Dollars (C$), Australian Dollars (A$), British Pounds (£), Euros (€), Brazilian Reais (R$), and Indian Rupees (₨) are identified whereapplicable.

Additional information is available on our website at www.brookfieldpropertypartners.com, or on www.sedar.com or www.sec.gov.

OVERVIEW OF THE BUSINESSOur partnership is Brookfield Asset Management’s primary public entity to make investments in the real estate industry. We are a globally-diversified owner and operator

of high-quality properties that typically generate stable and sustainable cash flows over the long term. With approximately 14,000 employees involved in our real estate businessesaround the globe, we have built operating platforms in the Office, Retail, Industrial, Multifamily, Hospitality and Triple Net Lease sectors. We leverage these operating platforms toenhance the cash flow and value of our assets, including through active asset management and by executing development and redevelopment projects.

Our portfolio is comprised of high-quality properties, including interests in:

• 240 office properties totaling over 114 million square feet primarily located in the world’s leading commercial markets such as New York, London, Los Angeles,Washington, D.C., Sydney, Toronto, Houston, Calgary and Perth;

• 172 regional malls and urban retail properties containing 154 million square feet in the United States and Brazil; our retail properties are primarily held through our29% interest in General Growth Properties, Inc. (“GGP”) (34% on a fully diluted basis, assuming all outstanding warrants are exercised) and our 33% interest inRouse Properties, Inc. (“Rouse”);

• Over 47 million square feet of industrial space across 172 industrial properties, primarily consisting of modern logistics assets in North America and Europe, with anadditional 7 million square feet currently under construction;

• Approximately 38,800 multifamily units across 134 properties across the United States and Canada;• 27 hospitality assets with approximately 18,000 rooms across North America, Europe and Australia; and• Over 300 properties that are leased to automotive dealerships across the United States and Canada on a triple net lease basis.

In addition, we have a 30 million square foot office development pipeline, an approximately $600 million retail mall redevelopment pipeline (on a proportionate basis) anda land portfolio with the potential to build 45 million square feet of industrial properties.

Our strategy is to be the leading globally-diversified owner and operator of commercial properties. Due to the cyclical nature of the real estate industry, we believe that areal estate portfolio diversified by property type and geography will perform consistently over time. Furthermore, since property valuations fluctuate considerably based on marketsentiment and other factors, we believe that the flexibility to shift capital to sectors and geographies that are out of favor will enable us to earn premium returns on the capital that weinvest. As we grow our

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business, we will seek to acquire high-quality assets on a value basis, utilize our operating platforms to add value through pro-active management and recycle capital for re-investment in new opportunities.

Our diversified portfolio of high-quality assets has a stable cash flow profile with growth potential. As a result of the mark-to-market of rents upon lease expiry,escalation provisions in leases and increases in occupancy, our existing assets should generate strong same-property net operating income (“NOI”) growth without significantcapital investment. Furthermore, we expect to earn between 8% and 11% unlevered, pre-tax returns on construction costs for our development and redevelopment projects. With thiscash flow profile, our goal is to pay an attractive annual distribution to our Unitholders and to grow our distribution by 5% to 8% per annum.

Overall, we seek to earn leveraged after-tax returns of 12% to 15% on our invested capital. These returns will be comprised of current cash flow that is generated by ourassets and capital appreciation. Some of the capital appreciation will be reflected in the fair value gains that flow through our income statement as a result of our revaluation ofinvestment properties in accordance with IFRS. The remainder of the capital appreciation will be realized in future periods to the extent we are able to successfully executedevelopment and redevelopment projects as well as other value creation strategies. From time to time, we will convert some or all of these unrealized gains to cash through assetsales, joint ventures or refinancings.

PERFORMANCE MEASURESWe expect to generate returns to Unitholders from a combination of cash flow earned from our operations and capital appreciation. Furthermore, if we are successful in

increasing cash flow earned from our operations we will be able to increase distributions to Unitholders to provide them with an attractive current yield on their investment.

To measure our performance against these targets, we focus on NOI, funds from operations (“FFO”), fair value changes, and net income and equity attributable toUnitholders. Some of these performance metrics do not have standardized meanings prescribed by IFRS and therefore may differ from similar metrics used by other companies. Wedefine each of these measures as follows:

• NOI: revenues from our commercial and hospitality operations of consolidated properties less direct commercial property and hospitality expenses.• 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, we include our proportionate share of the FFO of unconsolidated partnershipsand joint ventures and associates.

• Fair value changes: includes the increase or decrease in the value of investment properties that is reflected in the consolidated statements of income.• Net income attributable to Unitholders: net income attributable to holders of GP Units, LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and

Exchange LP Units.• Equity attributable to Unitholders: equity attributable to holders of GP Units, LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units and

Exchange LP Units.

NOI is a key indicator of our ability to increase cash flow from our operations. We seek to grow NOI through pro-active management and leasing of our properties. Inevaluating our performance, we also look at a subset of NOI, defined as “same-property NOI,” which excludes NOI that is earned from assets recently acquired, disposed of,developed, or not of a recurring nature, and from opportunistic assets. Same-property NOI allows us to segregate the performance of leasing and operating initiatives on theportfolio from the impact to performance of investing activities and “one-time items”, which for the historical periods presented consist primarily of lease termination income.

We also consider FFO an important measure of our operating performance. FFO is a widely recognized measure that is frequently used by securities analysts, investorsand other interested parties in the evaluation of real estate entities, particularly those that own and operate income producing properties. Our definition of FFO includes all of theadjustments that are outlined in the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, including the exclusion of gains (or losses) from the saleof investment properties, the add back of any depreciation and amortization related to real estate assets and the adjustment for unconsolidated partnerships and joint ventures. Inaddition to the adjustments prescribed by NAREIT, we also make adjustments to exclude any unrealized fair value gains (or losses) that arise as a result of reporting under IFRS,and income taxes that arise as certain of our subsidiaries are structured as corporations as opposed to real estate investment trusts (“REITs”). These additional adjustments result inan FFO measure that is similar to that which would result if our partnership was organized as a REIT that determined net income in accordance with generally accepted accountingprinciples in the United States (“U.S. GAAP”), which is the type of organization on which the NAREIT definition is premised. Our FFO measure will differ from otherorganizations applying the NAREIT definition to the extent of certain differences between the IFRS and U.S. GAAP reporting frameworks, principally related to the recognition oflease termination income. Because FFO excludes fair value gains (losses), including equity accounted fair value gains (losses), realized gains (losses) on the sale of investmentproperties, depreciation and amortization of real estate assets and income taxes, it provides a performance measure that, when compared year-over-year, reflects the impact onoperations from trends in occupancy rates, rental rates, operating costs and interest costs, providing perspective not immediately apparent from net income. We reconcile FFO to netincome rather than cash flow from operating activities as we believe net income is the most comparable measure.

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We do not utilize net income on its own as a key metric in assessing the performance of our business because, in our view, it does not provide a consistent or completemeasure of the ongoing performance of the underlying operations. Nevertheless, we recognize that others may wish to utilize net income as a key measure and therefore provide areconciliation of net income to NOI and FFO on page 8 in this MD&A.

In addition to monitoring, analyzing and reviewing earnings performance, we also review initiatives and market conditions that contribute to changes in the fair value ofour investment properties. These value changes, combined with earnings, represent a total return on the equity attributable to Unitholders and form an important component inmeasuring how we have performed relative to our targets.

We also consider the following items to be important drivers of our current and anticipated financial performance:

• Increases in occupancies by leasing vacant space;• Increases in rental rates through maintaining or enhancing the quality of our assets and as market conditions permit; and• Reductions in operating costs through achieving economies of scale and diligently managing contracts.

We also believe that key external performance drivers include the availability of the following:

• Debt capital at a cost and on terms conducive to our goals;• Equity capital at a reasonable cost;• New property acquisitions that fit into our strategic plan; and• Investors for dispositions of peak value or non-core assets.

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PART II – FINANCIAL STATEMENTS ANALYSISREVIEW OF CONSOLIDATED FINANCIAL RESULTS

In this section, we review our financial position and consolidated performance as of September 30, 2015 and December 31, 2014 and for the three and nine months endedSeptember 30, 2015 and 2014. Further details on our results from operations and our financial positions are contained within the “Segment Performance” section beginning on page11.

Summary Statement of Operating Results and Key Metrics

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Commercial property revenue $ 805 $ 746 $ 2,396 $ 2,211Hospitality revenue 363 236 897 775Investment and other revenue 99 116 293 417Total revenue 1,267 1,098 3,586 3,403Direct commercial property expense 333 314 968 959Direct hospitality expense 240 191 642 606Investment and other expense 54 58 114 93Interest expense 397 298 1,137 893Depreciation and amortization 45 37 122 113General and administrative expense 174 90 406 269Total expenses 1,243 988 3,389 2,933Fair value gains, net 245 781 1,252 2,363Share of earnings from equity accounted investments 238 257 1,051 786Income before taxes 507 1,148 2,500 3,619Income tax expense (benefit) 72 105 (109) 794Net income $ 435 $ 1,043 $ 2,609 $ 2,825Net income attributable to non-controlling interests of others in operating subsidiariesand properties 242 65 557 583Net income attributable to Unitholders $ 193 $ 978 $ 2,052 $ 2,242

NOI $ 595 $ 477 $ 1,683 $ 1,421FFO $ 165 $ 172 $ 499 $ 544

Our basic and diluted net income attributable to Unitholders per unit and weighted average units outstanding are calculated as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions, except per share information) 2015 2014 2015 2014Net income attributable to Unitholders - basic(1) $ 193 $ 978 $ 2,052 $ 2,242Dilutive effect of conversion of capital securities - corporate — 8 36 10Net income attributable to Unitholders - diluted $ 193 $ 986 $ 2,088 $ 2,252

Weighted average number of units outstanding - basic(1) 782.6 712.9 782.7 653.2Conversion of capital securities - corporate and options 0.4 27.0 40.4 11.4Weighted average number of units outstanding - diluted 783.0 739.9 823.1 664.6Net income per unit attributable to Unitholders - basic(1) $ 0.25 $ 1.37 $ 2.62 $ 3.43Net income per unit attributable to Unitholders - diluted $ 0.25 $ 1.33 $ 2.54 $ 3.39

(1) Basic net income attributable to Unitholders per unit for the three and nine months ended September 30, 2015 requires the inclusion of preferred shares of the Operating Partnershipthat are mandatorily convertible into LP Units without an add back to earnings of the associated carry on the preferred shares. Net income attributable to Unitholders per unit withthe add back of the associated carry on the preferred shares would be $0.29 per unit and $2.75 per unit for the three and nine months ended September 30, 2015, respectively.

Consolidated Performance and Analysis

For the three months ended September 30, 2015, we reported net income of $435 million, of which $193 million was attributable to Unitholders. This compares to netincome of $1,043 million, of which $978 million was attributable to Unitholders for the same period in the prior year. Net income attributable to Unitholders decreased primarilydue to higher fair value gains recorded in the prior year. Additionally, we recognized transaction expenses related to acquisitions in the current period and were also negativelyimpacted by foreign exchange movements. Finally, the current period reflects an impairment on our Brazilian retail property portfolio, including the write-off of the portfoliopremium associated with the declining macroeconomic conditions in the country. These decreases were partially offset by net income recorded from acquisitions, including CenterParcs Group ("Center Parcs UK") and Associated Estates Realty Corp. ("Associated Estates"), both of which were

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purchased in the current quarter, and the impact of our incremental interest in Canary Wharf Group plc ("Canary Wharf"), which we acquired in the first quarter of the current year.In connection with the acquisition of additional interests in Canary Wharf, we contributed our 22% interest therein to a newly created joint venture formed to acquire all outstandingshares of Songbird Estates plc (“Songbird”) and Canary Wharf (collectively, the “Canary Wharf Transaction”) in the first quarter of 2015.

For the nine months ended September 30, 2015, we reported net income of $2,609 million, of which $2,052 million was attributable to Unitholders. This compares to netincome of $2,825 million, of which $2,242 million was attributable to Unitholders for the same period in the prior year. The decrease period over period is primarily related tohigher fair value gains in the prior year, partially related to a one-time gain on the repayment of debt of Inmobiliaria Colonial ("Colonial") of $140 million in the second quarter of2014, as well as the negative impact of foreign currency in addition to transaction costs in the current period and impairment losses noted above. Furthermore, we recorded fairvalue losses on our warrants in GGP in our retail segment due to the decrease in its stock price during the current period. These decreases were partially offset by our increasedweighted average interest in Brookfield Office Properties Inc. ("BPO") following the acquisition of additional interests in the first half of 2014, and the impact of acquisition activityover the prior year. During the current year, we recorded a reversal of tax expense recorded during 2014 as a result of a reduction in the effective tax rate applied to income ofcertain subsidiaries, resulting in a tax benefit of $109 million.

Commercial property revenue was $805 million for the three months ended September 30, 2015 compared to $746 million during the same period in the prior year. Theincrease is primarily attributable to revenue from acquisitions, including Associated Estates in our multifamily segment and CARS in our triple net lease segment, which waspartially offset by the dispositions of assets across our portfolio and the negative impact of foreign exchange.

The increase in commercial property revenue to $2,396 million for the nine months ended September 30, 2015 compared to $2,211 million during the same period in theprior year is primarily due to the acquisitions of CARS, Associated Estates and a portfolio of apartment buildings in Manhattan since September 30, 2014, offset by the negativeimpact of foreign exchange and the disposition of office assets in the United States, Canada and the United Kingdom.

Hospitality revenue increased to $363 million for the three months ended September 30, 2015, compared to $236 million in the same period in the prior year. Hospitalityrevenue was $897 million for the nine months ended September 30, 2015 compared to $775 million during the same period in the prior year. These increases are primarily related tothe acquisition of Center Parcs UK and higher casino revenue at the Atlantis, which was partially offset by the disposition of the One&Only Ocean Club in the second quarter of2014.

Direct commercial property expense increased by $19 million and $9 million during the three and nine months ended September 30, 2015, respectively, compared to thesame periods in the prior year. The increase is primarily due to acquisitions, including Associated Estates and our Manhattan multifamily portfolio, offset by full or partialdispositions of mature properties and the impact of currency movements.

During the three and nine months ended September 30, 2015, direct hospitality expense increased by $49 million and $36 million, respectively, as compared to the sameperiods in the prior year primarily as a result of the acquisition of Center Parcs UK.

Investment and other revenue decreased by $17 million for the three months ended September 30, 2015 to $99 million as compared to $116 million during the sameperiod in the prior year. This is primarily due to higher development revenue earned in our industrial platform in the prior year period.

For the nine months ended September 30, 2015, investment and other revenue decreased by $124 million as compared to the same period in the prior year primarily due toa one-time $140 million gain recorded in the second quarter of 2014 on the repayment of a debt investment in Colonial and a fee of $9 million earned from the disposition of anoffice property in Houston during the prior year, as well as lower development revenue in our industrial platform compared to the prior year. These decreases were partially offsetby a $15 million dividend from our investment in Canary Wharf prior to our acquisition thereof, an $8 million increase in interest income on a loan note associated with a portfolioof hotels in Germany and a $4 million fee earned in connection with the disposition of an office property in Seattle.

For the three and nine months ended September 30, 2015, interest expense increased by $99 million and $244 million, respectively, as compared to the same periods inthe prior year. These increases were primarily driven by interest expense on preferred equity securities issued to the Qatar Investment Authority (“QIA”) in December 2014 andinterest associated with the acquisition facility used to acquire the remaining outstanding common shares of BPO in the first and second quarters of 2014, as well as additionalproperty-level debt as a result of acquisitions and upfinancings.

General and administrative expense increased by $84 million and $137 million for the three and nine months ended September 30, 2015, respectively, compared to thesame periods in the prior year. This is attributable to $48 million of transaction costs related to the acquisitions of Center Parcs UK and Associated Estates and an increase in theequity enhancement distributions and base management fees recorded during the three and nine months ended September 30, 2015, respectively, following an increase in thepartnership's capitalization. The increase is also attributable to expenses from subsidiaries acquired during 2015.

Investment and other expense, which relates to costs incurred in connection with development contracts in our industrial platform, decreased by $4 million during thethree month period ended September 30, 2015 compared to the prior year period, as a result of higher development activity in the prior year.

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Investment and other expense increased by $21 million during the nine month period ended September 30, 2015 compared to the prior year period, as a result of higherdevelopment activity in the beginning of the current year.

The table below presents further information on the fair value gains, net recorded during the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Commercial properties $ 223 $ 574 $ 1,157 $ 1,719Commercial developments 33 88 204 239Financial instruments and other (11) 119 (109) 405Total fair value gains, net $ 245 $ 781 $ 1,252 $ 2,363

Fair value gains of $245 million were recognized for the three months ended September 30, 2015 as compared to $781 million in the same period in the prior year asdetailed in the table above. Fair value gains on our commercial properties and developments of $256 million primarily related to continued strength in the office and multifamilymarkets in the United States, as well as in the industrial sector in the United Kingdom. Fair value losses on our financial instruments and other were $11 million, which wereprimarily attributable to the impairment of goodwill related to a portfolio premium on our Brazilian retail assets as a result of the macroeconomic environment in the country,partially offset by a gain on our investment in GGP warrants during the quarter.

Fair value gains of $1,252 million were recognized for the nine months ended September 30, 2015 as compared to $2,363 million in the same period in the prior year.During the nine months ended September 30, 2015, we recorded fair value gains primarily related to office properties in New York, London and Sydney, as well as multifamilyproperties in the United States and industrial properties in Europe. Fair value losses on our financial instruments and other were $109 million related to our investments in GGPwarrants, on which we recorded a loss of $118 million, as a result of the movement in GGP's share price, and the goodwill impairment noted above, offset by a gain on our 22%interest in Canary Wharf prior to the Canary Wharf Transaction.

The components of earnings from equity accounted investments for the three and nine months ended September 30, 2015 and 2014 are presented as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Joint ventures $ 122 $ 112 $ 532 $ 287Associates 116 145 519 499Share of net earnings from equity accounted investments $ 238 $ 257 $ 1,051 $ 786

Our share of net earnings from equity accounted investments was $238 million for the three months ended September 30, 2015, which represents a decrease of $19million compared to the same period in the prior year. For the nine months ended September 30, 2015, we earned $1,051 million from equity accounted investments, whichrepresents an increase of $265 million compared to the same period in the prior year.

Our investments in joint ventures earned $122 million and $532 million for the three and nine months ended September 30, 2015, respectively, which represents increasesof $10 million and $245 million compared to the same periods in the prior year. These increases are primarily attributable to the net earnings from our joint venture interest inCanary Wharf and fair value gains on our equity accounted office properties in New York and London in the current year.

We earned $116 million from associates for the three months ended September 30, 2015, a $29 million decrease compared with the same period in the prior year primarilydue to higher valuation gains on our U.S. retail portfolio during the prior period.

We earned $519 million from associates for the nine months ended September 30, 2015, a $20 million increase compared with the prior year primarily due to higherincome in the current period as a result of a disposition gain on the sale of a facilities management operation in Canada and Australia, partially offset by higher valuation gains onour U.S. retail portfolio during the prior period.

For the three months ended September 30, 2015, we recorded an income tax expense of $72 million compared with $105 million during the same period in the prior year.The decrease is primarily attributable to lower before tax book income in the current period.

For the nine months ended September 30, 2015, we recorded an income tax benefit of $109 million compared with $794 million of income tax expense during the sameperiod in the prior year. The decrease is primarily attributable to an income tax benefit as a result of a reorganization of our interests in certain subsidiaries that resulted in a reductionin the tax rate applied to those subsidiaries and a reversal of a tax expense recorded in 2014.

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Net income attributable to non-controlling interests of others in operating subsidiaries and properties increased by $177 million and for the three months endedSeptember 30, 2015, primarily as a result of acquisitions of new subsidiaries which are not wholly-owned by the partnership.

Net income attributable to non-controlling interests of others in operating subsidiaries and properties decreased by $26 million for the nine months ended September 30,2015, primarily as a result of a higher proportion of our net income being attributable to our investment in BPO, which is now wholly-owned, offset by net income attributable tonon-controlling interests of others in newly acquired subsidiaries.

NON-IFRS MEASURESAs described in the “Performance Measures” section on page 3, our partnership uses non-IFRS measures to assess the performance of its operations. An analysis of the

measures and reconciliation to IFRS measures is included below.

The following table reconciles NOI to net income for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Commercial property revenue $ 805 $ 746 $ 2,396 $ 2,211Direct commercial property expense (333) (314) (968) (959)Commercial property NOI 472 432 1,428 1,252Hospitality revenue 363 236 897 775Direct hospitality expense (240) (191) (642) (606)Hospitality NOI 123 45 255 169Total NOI 595 477 1,683 1,421Investment and other revenue 99 116 293 417Investment and other expense (54) (58) (114) (93)Share of net earnings from equity accounted investments 238 257 1,051 786Interest expense (397) (298) (1,137) (893)Depreciation and amortization (45) (37) (122) (113)General and administrative expense (174) (90) (406) (269)Fair value gains, net 245 781 1,252 2,363Income before taxes 507 1,148 2,500 3,619Income tax (expense) benefit (72) (105) 109 (794)Net income $ 435 $ 1,043 $ 2,609 $ 2,825Net income attributable to non-controlling interests 242 65 557 583Net income attributable to Unitholders $ 193 $ 978 $ 2,052 $ 2,242

Commercial property NOI increased by $40 million to $472 million during the three months ended September 30, 2015 compared with $432 million during the sameperiod in the prior year. During the nine months ended September 30, 2015, commercial property NOI increased by $176 million to $1,428 million compared with $1,252 millionduring the same period in the prior year. The increases are driven by investments that were acquired since September 30, 2014, which primarily include Associated Estates, CARS,a multifamily portfolio in Manhattan and office parks in India (“Candor Office Parks”), as well as NOI from the commencement of leases in lower Manhattan in our office segment,offset by dispositions of non-core assets across our portfolio.

Hospitality NOI increased by $78 million to $123 million during the three months ended September 30, 2015 compared with $45 million during the same period in theprior year. In addition, hospitality NOI increased by $86 million to $255 million during the nine months ended September 30, 2015 compared with $169 million during the sameperiod in the prior year. This increase is primarily due to the acquisition of Center Parcs UK and higher casino revenue at the Atlantis, offset by the sale of the One&Only OceanClub.

The following table reconciles net income to FFO for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Net income $ 435 $ 1,043 $ 2,609 $ 2,825Add (deduct): Fair value gains, net (245) (781) (1,252) (2,363) Share of equity accounted fair value gains, net (59) (146) (542) (402) Depreciation and amortization of real estate assets 39 29 104 85

Income tax expense (benefit) 72 105 (109) 794 Non-controlling interests in above items (77) (78) (311) (395)FFO $ 165 $ 172 $ 499 $ 544

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FFO decreased to $165 million during the three months ended September 30, 2015 compared with $172 million during the same period in the prior year. For the ninemonths ended September 30, 2015, FFO decreased to $499 million compared with $544 million during the same period in the prior year. These decreases were driven by higherinterest expense in the three and nine months ended September 30, 2015 as a result of financing arrangements related to the acquisition of BPO and the Canary Wharf Transaction,as well as the negative impact of foreign exchange rate fluctuations on our earnings from operations outside of the U.S. In addition, the current period reflects transaction costsrelated to the acquisitions noted above, while in the prior year we recorded a net realized gain of $43 million related to our debt investment in Colonial. This decrease was partiallyoffset by the increased ownership of BPO in the second quarter of 2014 as well as acquisition activity, which we noted above, as well as a gain on the extinguishment of debt in ourU.S. retail portfolio.

Statement of Financial Position Highlights and Key Metrics

(US$ Millions) Sep 30, 2015 Dec 31, 2014

Investment properties Commercial properties $ 39,719 $ 37,789 Commercial developments 3,949 3,352Equity accounted investments 15,341 10,356Hospitality assets 6,254 2,478Cash and cash equivalents 1,188 1,282Assets held for sale 525 2,241Total assets 71,015 65,575Debt obligations 31,571 27,006Liabilities associated with assets held for sale 303 1,221Total equity 29,688 28,299Equity attributable to Unitholders $ 21,225 $ 20,208Equity per unit(1) $ 29.11 $ 27.78

(1) Assumes conversion of mandatorily convertible preferred shares. See page 10 for additional information.

As of September 30, 2015, we had $71,015 million in total assets, compared with $65,575 million at December 31, 2014. This $5,440 million increase is primarily due toacquisition activity in the current year, including the acquisitions of additional interests in Canary Wharf, Center Parcs UK and Associated Estates. This increase was partially offsetby the impact of the depreciation of foreign currencies relative to the U.S. Dollar and the dispositions of office properties in Washington, D.C., Boston, Seattle and Toronto.

The following table presents the changes in our commercial properties from December 31, 2014 to September 30, 2015:

(US$ Millions) Sep 30, 2015Commercial properties, beginning of period $ 37,789Changes resulting from:

Acquisitions 2,966Capital expenditures 655

Dispositions (295)Fair value gains, net 1,157Reclassifications to assets held for sale (1,198)Foreign currency translation (1,642)Other 287Commercial properties, end of period $ 39,719

Commercial developments consist of commercial property development sites, density rights and related infrastructure. The total fair value of development land andinfrastructure was $3,949 million at September 30, 2015, an increase of $597 million from the balance of $3,352 million at December 31, 2014. The increase is primarily attributableto capital expenditures, and the recognition of valuation gains, primarily at our office developments in New York, Calgary, Toronto, London and Perth, partially offset by the impactof foreign exchange, as well as the disposition of a development asset in São Paulo to Brookfield Asset Management during the third quarter of 2015.

During the first quarter of 2015, we reclassified an office property in Boston and an industrial development in Europe to assets classified as held for sale on thecondensed consolidated balance sheet. In addition, the partnership disposed of office properties in Seattle and Toronto, as well as one of the four multifamily assets that had beenreclassified to assets classified as held for sale as of December 31, 2014. In addition, we contributed eight office assets from our D.C. portfolio to Brookfield D.C. Office PartnersLLC (the "D.C. Fund"). The following buildings were contributed to the D.C. Fund: 650 Massachusetts Avenue, 77 K Street, 799 9th Avenue and five properties formerly held inthe US Office Fund (1400 K Street, 1200 K Street, 1250 Connecticut Avenue, Bethesda Crescent and the Victor Building). We have a 40% economic interest in the D.C. Fundwhich is reflected as a 51% equity accounted investment less convertible notes payable and capital securities held by an institutional investor on our condensed consolidatedfinancial statements. In our office segment, we also disposed of a 49% interest in 75 State

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Street in Boston and now account for the remaining interest as an equity accounted investment. During the second quarter of 2015, we reclassified office properties in Toronto andLondon to assets held for sale upon entering into an agreement to sell the properties and disposed of the remaining three multifamily assets that had been classified as assets held forsale as of December 31, 2014. The Toronto property was disposed of during the third quarter of 2015, while the sale of an 80% interest in the London property closed subsequentto quarter-end.

The following table presents a roll forward of changes in our equity accounted investments from December 31, 2014 to September 30, 2015:

(US$ Millions) Sep 30, 2015Equity accounted investments, beginning of period $ 10,356Additions, net of disposals 4,188Share of net income 1,051Distributions received (200)Foreign exchange (125)Other 71Equity accounted investments, end of period $ 15,341

Equity accounted investments, which includes our investments in GGP, Rouse and other income producing property, increased by $4,985 million since December 31,2014 primarily as a result of our investment in a joint venture formed to acquire all outstanding shares of Songbird to which we also contributed our investment in Canary Wharfthat was previously recognized as a financial asset. In addition, due to the dispositions of partial interests in the properties held in the D.C. Fund and 75 State Street, we are equityaccounting our remaining interest within these properties. During the third quarter, we also acquired an equity accounted joint venture interest in a hotel portfolio in Germany andconverted our interest in CXTD from preferred shares to common shares. Consequently, we are equity accounting for our interest in CXTD, which was previously recognized as afinancial asset.

The following table presents additional information on our partnership’s outstanding debt obligations:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Corporate borrowings $ 3,497 $ 3,377Funds subscription facilities 1,403 504Non-recourse borrowings Property-specific borrowings 26,485 22,569 Subsidiary borrowings 186 556Total debt obligations $ 31,571 $ 27,006Current 9,261 3,127Non-current 22,310 23,879Total debt obligations $ 31,571 $ 27,006

Debt obligations increased by $4,565 million from $27,006 million at December 31, 2014 to $31,571 million at September 30, 2015. Contributing to this increase was theaddition of property-specific borrowings related to acquisition activity during the year, as noted above, as well as borrowings on subscription facilities to fund these acquisitions andrefinancing activity. This increase was partially offset by the reclassification of 99 Bishopsgate in London and the HSBC Building in Toronto to assets held for sale, as well as theimpact of foreign exchange. These decreases were offset by new debt relating to newly acquired assets and draws on construction facilities in the current period.

The following table presents the components used to calculate equity attributable to Unitholders per unit:

(US$ Millions, except unit information) Sep 30, 2015 Dec 31, 2014Total equity $ 29,688 $ 28,299Less:

Interests of others in operating subsidiaries and properties 8,463 8,091Equity attributable to Unitholders 21,225 20,208Mandatorily convertible preferred shares 1,549 1,535Total equity attributable to unitholders $ 22,774 $ 21,743Partnership units 712,423,125 712,743,649Mandatorily convertible preferred shares 70,038,910 70,038,910Total partnership units 782,462,035 782,782,559Equity attributable to unitholders per unit assuming the conversion of mandatorily convertible preferred shares $ 29.11 $ 27.78

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Equity attributable to Unitholders was $21,225 million at September 30, 2015, compared to $20,208 million at December 31, 2014. Assuming the conversion ofmandatorily convertible preferred shares, equity attributable to unitholders increased to $29.11 per unit at September 30, 2015 from $27.78 per unit at December 31, 2014. Theincrease was a result of fair value gains and income from equity accounted investments recorded during the period, as well as income from new investments, which was partiallyoffset by the impact of foreign exchange.

Interests of others in operating subsidiaries and properties was $8,463 million at September 30, 2015, an increase of $372 million from the balance of $8,091 million atDecember 31, 2014. The increase was primarily a result of acquisitions of subsidiaries that are not wholly-owned by the partnership during the current period, partially offset by theimpact of foreign exchange and the acquisition of additional interests in Candor Office Parks in the first quarter of 2015, which was previously recorded as non-controlling interest.

SUMMARY OF QUARTERLY RESULTS

2015 2014 2013(US$ Millions, except per unit information) Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4Revenue $ 1,267 $ 1,170 $ 1,149 $ 1,070 $ 1,098 $ 1,243 $ 1,062 $ 1,100Direct operating costs 573 504 533 524 505 533 527 525Net income 435 1,165 1,009 1,595 1,043 1,289 493 326Net income attributable to unitholders 193 1,026 833 1,492 978 892 372 190Net income per share attributable to unitholders - basic $ 0.25 $ 1.31 $ 1.06 $ 2.09 $ 1.37 $ 1.31 $ 0.67 $ 0.37Net income per share attributable to unitholders - diluted $ 0.25 $ 1.26 $ 1.02 $ 1.97 $ 1.33 $ 1.30 $ 0.67 $ 0.37

Revenue varies from quarter to quarter due to acquisitions and dispositions of commercial and other income producing assets, changes in occupancy levels, as well asnew leases and renewals at market net rents. In addition, revenue also fluctuates as a result of changes in foreign exchange rates and seasonality, which primarily affects our retailassets and hospitality assets. Generally, our retail assets have stronger performance in the winter months and our North American hospitality operations in the winter and springmonths, while Center Parcs UK generally has stronger performance in the third quarter. Our net income fluctuates largely due to fair value gains and losses in each given period aswell.

SEGMENT PERFORMANCE

Our operations are organized into seven operating segments, including our corporate activities. For purposes of this MD&A, we have combined certain segmentinformation in the industrial, multifamily, hospitality and triple net lease results since a majority of these assets were acquired recently and would not be meaningful on a stand-alonebasis.

The following table presents FFO by segment for comparison purposes:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Office $ 178 $ 145 $ 495 $ 410Retail 106 101 326 319Industrial, Multifamily, Hospitality and Triple Net Lease 18 17 92 54Corporate (137) (91) (414) (239)FFO $ 165 $ 172 $ 499 $ 544

The following table presents equity attributable to Unitholders by segment as of September 30, 2015 and December 31, 2014:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Office $ 18,213 $ 16,003Retail 9,238 9,171Industrial, Multifamily, Hospitality and Triple Net Lease 2,936 1,590Corporate (9,162) (6,556)Total $ 21,225 $ 20,208

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Office

Our office segment consists of interests in 240 office properties totaling over 114 million square feet, which are located primarily in the world’s leading commercialmarkets such as New York, London, Los Angeles, Washington, D.C., Sydney, Toronto, Houston, Calgary, and Perth, among others.

The following table presents FFO and net income attributable to Unitholders in our office segment for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014FFO $ 178 $ 145 $ 495 $ 410Net income attributable to Unitholders 153 936 2,070 1,932

FFO from our office segment was $178 million for the three months ended September 30, 2015 as compared to $145 million in the same period in the prior year. Thisincrease is primarily related to the FFO contribution from the Canary Wharf Transaction.

FFO from our office segment was $495 million for the nine months ended September 30, 2015 as compared to $410 million in the same period in the prior year. Theincrease was primarily the result of our increased ownership of the common shares of BPO to 100% in 2015 from 83% for the same period in 2014 on a weighted-average basis, aswell as the FFO contribution from Canary Wharf in the current period and the acquisition of Candor Office Parks in the fourth quarter of last year. We also recognized a $15 milliondividend from our 22% interest in Canary Wharf prior to the Canary Wharf Transaction. These increases were partially offset by the negative impact of foreign exchange.

Net income attributable to Unitholders decreased by $783 million to $153 million during the three months ended September 30, 2015 as compared to $936 million duringthe same period in 2014. The decrease is primarily a result of higher fair value gains recorded in the prior year due to the strengthening of market conditions and leasing during theperiod primarily in New York City and London.

Net income attributable to Unitholders increased by $138 million to $2,070 million during the nine months ended September 30, 2015 as compared to $1,932 millionduring the same period in 2014. The increase is primarily due to a tax benefit as a result of a reduction in the effective tax rate applied to the income of certain subsidiaries, as well ashigher FFO compared to the prior year and lower valuation gains in the current period as compared to the prior year. This increase is partially offset by the impact of foreignexchange.

The following table presents key operating metrics for our office portfolio as at and for the three months ended September 30, 2015 and 2014:

Consolidated Unconsolidated(US$ Millions, except where noted) Sep 30, 2015 Sep 30, 2014 Sep 30, 2015 Sep 30, 2014

Total portfolio: NOI(1) $ 324 $ 346 $ 110 $ 46 Number of properties 185 171 55 25 Leasable square feet (in thousands) 70,847 67,311 23,567 12,048 Occupancy 88.8% 89.0% 95.4% 89.8% In-place net rents (per square foot)(2) $ 25.13 $ 25.94 $ 40.57 $ 36.08Same-property: NOI(1,2) $ 286 $ 278 $ 44 $ 42 Number of properties 76 76 10 10 Leasable square feet (in thousands) 56,719 56,776 8,846 8,857 Occupancy 91.6% 90.8% 95.2% 95.1% In-place net rents (per square foot)(2) $ 26.19 $ 26.27 $ 44.42 $ 41.80

(1) NOI for unconsolidated properties is presented on a proportionate basis, representing the Unitholders’ interest in the property.(2) Prior period presented using the September 30, 2015 exchange rate.

NOI from our consolidated properties decreased to $324 million during the three months ended September 30, 2015 from $346 million during the same period in 2014.This decrease was primarily due to the negative impact of foreign currency and the partial disposition of the eight assets contributed to the D.C. Fund and dispositions in Boston,Seattle and Toronto, offset by the NOI contribution from leases in lower Manhattan and acquisitions made during the current year.

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NOI from our unconsolidated properties, which is presented on a proportionate basis, increased by $64 million to $110 million during the three months endedSeptember 30, 2015, compared to $46 million during the period in the prior year. This increase primarily reflects the inclusion of Canary Wharf in the current period. The increase inoccupancy reflects the inclusion of Canary Wharf, where occupancy rates are on average higher than at our other unconsolidated properties.

Same-property NOI for our consolidated properties for the three months ended September 30, 2015 compared with the same period in the prior year increased by $8million to $286 million, on a constant currency basis. This increase was primarily the result of higher same-property NOI at our U.S. and U.K. properties as a result of successfulleasing activity.

During the three months ended September 30, 2015, same-property NOI for our unconsolidated properties, which is presented on a proportionate and constant currency

basis, increased by $2 million to $44 million compared to the same period in the prior year. This increase reflects higher in-place net rents at our unconsolidated properties in theUnited States.

The following table presents certain key operating metrics related to leasing activity in our office segment for the nine months ended September 30, 2015 and 2014:

Total Portfolio(US$ Millions, except where noted) Sep 30, 2015 Sep 30, 2014

Leasing activity (in thousands of square feet) New leases 4,281 4,977 Renewal leases 4,189 2,615Total leasing activity 8,470 7,592Average term (in years) 8.0 7.5Year one leasing net rents (per square foot)(1) $ 25.67 $ 31.77Average leasing net rents (per square foot)(1) 28.17 34.60Expiring net rents (per square foot)(1) 21.46 22.70Estimated market net rents for similar space (per square foot)(1) 35.71 33.15Tenant improvement and leasing costs (per square foot) 44.79 70.53

(1) Presented using normalized foreign exchange rates, using the September 30, 2015 exchange rate.

For the nine months ended September 30, 2015, we leased approximately 8.5 million square feet at average in-place net rents of $28.17 per square foot. Approximately51% of our leasing activity represented new leases. Our overall office portfolio’s in-place net rents are currently 15% below market net rents, which gives us confidence that we willbe able to increase our NOI in the coming years, as we sign new leases. For the nine months ended September 30, 2015, tenant improvements and leasing costs related to leasingactivity were $44.79 per square foot, compared to $70.53 per square foot in the prior year.

We calculate net rent as the annualized amount of cash rent receivable from leases on a per square foot basis including tenant expense reimbursements, less operatingexpenses being incurred for that space, excluding the impact of straight-lining rent escalations or amortization of free rent periods. This measure represents the amount of cash, on aper square foot basis, generated from leases in a given period.

The following table presents our fair value gains from consolidated and unconsolidated investments attributable to our office segment:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Consolidated properties $ 63 $ 851 $ 1,106 $ 2,040Unconsolidated properties(1) — 64 347 152Total fair value gains, net $ 63 $ 915 $ 1,453 $ 2,192

(1) Fair value gains for unconsolidated investments are presented on a proportionate basis, representing the Unitholders’ interest in the investments.

We recorded fair value gains of $63 million in the three months ended September 30, 2015 as compared to $915 million in the same period in the prior year. The fair valuegains in the current period primarily relate to continued strength in the New York City, London and Sydney office markets.

During the nine months ended September 30, 2015, we recorded fair value gains of $1,453 million as compared to $2,192 million in the same period in the prior year. Thecurrent year includes fair value gains in our U.S. and Australian office portfolios, mainly as a result of cash flow changes, based on leases signed during the period and somediscount and capitalization rate compression to reflect improvements in the office markets in the impacted regions, respectively. Also contributing to this increase were the fair valuegains on our investment in Canary Wharf prior to the Canary Wharf Transaction.

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The key valuation metrics for commercial properties in our office segment are as follows:

Sep 30, 2015 Dec 31, 2014

Discount rateTerminal

capitalization rate Investment horizon Discount rateTerminal

capitalization rate Investment horizon

Consolidated properties United States 7.0% 5.8% 10 7.1% 5.9% 10Canada 6.2% 5.6% 10 6.3% 5.6% 11Australia 7.9% 6.2% 10 8.3% 6.8% 10Europe 6.6% 5.2% 11 6.8% 5.1% 10Brazil 9.0% 7.5% 10 8.5% 7.5% 10India 14.0% 10.4% 10 n/a n/a n/a

Unconsolidated properties United States 6.4% 5.4% 9 6.4% 5.4% 9Australia 7.7% 6.6% 10 8.3% 7.0% 10Europe(1) 4.9% 5.2% 10 n/a n/a n/a

(1) Certain European properties accounted under the equity method are valued using both discounted cash flow and yield models. For comparative purposes, the discount and terminalcapitalization rates and investment horizons calculated under the discounted cash flow method are presented in the table above.

The following table provides an overview of the financial position of our office segment as at September 30, 2015 and December 31, 2014:

(US$ Millions) Sep 30, 2015 Dec 31, 2014

Investment properties Commercial properties $ 28,105 $ 28,531 Commercial developments 3,284 2,640Equity accounted investments 5,806 2,061Participating loan interests 574 609Investment in Canary Wharf — 1,265Accounts receivable and other 1,048 1,216Cash and cash equivalents 483 620Assets held for sale 524 1,676Total assets $ 39,824 $ 38,618Debt obligations 14,328 14,402Capital securities 706 643Accounts payable and other liabilities 2,911 3,040Liabilities associated with assets held for sale 303 825Non-controlling interests of others in operating subsidiaries and properties 3,363 3,705Equity attributable to Unitholders $ 18,213 $ 16,003

Equity attributable to Unitholders increased by $2,210 million to $18,213 million at September 30, 2015 from $16,003 million at December 31, 2014. The increase wasprimarily the result of an additional investment in Canary Wharf, which was funded through the issuance of capital securities in December 2014. The remaining increase in equitywas a result of valuation gains recorded in the current year, partially offset by the negative impact of foreign exchange.

Commercial properties totaled $28,105 million at September 30, 2015, compared to $28,531 million at December 31, 2014. The decrease is primarily attributable to thereclassification of 99 Bishopsgate in London to assets held for sale and the impact of foreign exchange offset by the recognition of valuation gains and capital expenditures duringthe period.

Commercial developments increased by $644 million between December 31, 2014 and September 30, 2015. The increase is primarily attributable to capital expendituresand the recognition of valuation gains offset by the negative impact of foreign exchange.

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The following table summarizes the scope and progress of active developments in our office segment as of September 30, 2015:

Cost Loan

(Millions, except square feet in thousands)

Square FeetUnder

Construction (in000's)

ExpectedDate of CashStabilization

PercentPre-Leased Total(1) To Date Total Drawn

Active developments: Bay Adelaide East, Toronto 980 Q2 2017 69% C$ 463 C$ 416 C$ 350 C$ 239Brookfield Place Tower 2, Perth 362 Q3 2017 63% A$ 353 A$ 289 A$ 240 A$ 187L'Oreal Brazil Headquarters, Rio de Janeiro(2) 197 Q3 2018 93% R$ 137 R$ 51 R$ — R$ —Three Manhattan West, Midtown New York 587 Q3 2018 —% $ 739 $ 314 $ 479 $ 29Brookfield Place East Tower, Calgary 1,400 Q3 2018 71% C$ 799 C$ 325 C$ 575 C$ 71London Wall Place, London(2) 505 Q3 2019 73% £ 190 £ 89 £ 137 £ 22100 Bishopsgate, London 962 Q4 2019 25% £ 802 £ 279 £ — £ —Principal Place - Commercial, London 621 Q4 2019 69% £ 365 £ 151 £ 280 £ 59One Manhattan West, Midtown New York 2,117 Q4 2019 25% $ 1,899 $ 355 $ 1,250 $ —Newfoundland, London(2) 562 Q2 2020 —% £ 197 £ 27 £ 140 £ —Wood Wharf Phase 1, London(2) 1,453 Q2 2022 —% £ 650 £ 64 £ 458 £ 51 Bank Street, London(2) 713 Q2 2022 40% £ 233 £ 38 £ 151 £ —10 Bank Street, London(2) 661 Q1 2023 —% £ 217 £ 46 £ 140 £ —

11,120 (1) Net of NOI earned during stabilization.(2) Presented on a proportionate basis at our ownership interest in each of these developments.

The following table presents changes in our partnership’s equity accounted investments in the office segment from December 31, 2014 to September 30, 2015:

(US$ Millions) Sep 30, 2015Equity accounted investments, beginning of period $ 2,061Additions, net of disposals and return of capital distributions 3,315Share of net income, including fair value gains 491Distributions received (33)Foreign exchange (54)Other 26Equity accounted investments, end of period $ 5,806

Equity accounted investments increased by $3,745 million since December 31, 2014 to $5,806 million at September 30, 2015. The increase reflects the acquisition of a50% interest in Canary Wharf and fair value gains on equity accounted properties in New York and London.

Debt obligations decreased from $14,402 million at December 31, 2014 to $14,328 million at September 30, 2015. This decrease is the result of the reclassification ofproperty-level debt related to office properties in London to liabilities associated with assets held for sale and the impact of foreign exchange. These decreases were partially offsetby upfinancing activities and drawdowns on construction facilities.

We also had $706 million of capital securities – fund subsidiaries outstanding at September 30, 2015 as compared to $643 million at December 31, 2014. Capitalsecurities – fund subsidiaries include $666 million (December 31, 2014 - $643 million) of equity interests in Brookfield DTLA Holdings LLC (“DTLA”) held by our co-investorsin the fund, which have been classified as a liability, rather than as non-controlling interests, as the holders of these interests can cause DTLA to redeem their interests in the fundfor cash equivalent to the fair value of the interests on October 15, 2023 and on every fifth anniversary thereafter. In addition, capital securities – fund subsidiaries also includes $40million (December 31, 2014 - nil) which represents the equity interests held by our 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 forcash equivalent to the fair value of the interests.

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Reconciliation of Non-IFRS Measures – Office

The key components of NOI in our office segment are presented below:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Commercial property revenue $ 597 $ 625 $ 1,812 $ 1,873Direct commercial property expense (273) (279) (826) (831)Total NOI $ 324 $ 346 $ 986 $ 1,042

The following table reconciles office NOI to net income for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Same-property net operating income $ 286 $ 278 $ 837 $ 819Currency variance — 25 — 59Net operating income related to acquisitions and dispositions 6 33 67 135Net operating income from opportunistic portfolio 32 10 82 29Total NOI 324 346 986 1,042Investment and other revenue 23 23 108 237Share of net earnings from equity accounted investments 67 87 491 224Interest expense (161) (171) (498) (526)Depreciation and amortization (3) (4) (12) (13)General and administrative expense (37) (32) (108) (108)Fair value gains, net 63 851 1,106 2,040Income before taxes 276 1,100 2,073 2,896Income tax (expense) benefit (32) (83) 213 (520)Net income $ 244 $ 1,017 $ 2,286 $ 2,376Net income attributable to non-controlling interests 91 81 216 444Net income attributable to Unitholders $ 153 $ 936 $ 2,070 $ 1,932

The following table reconciles office net income to FFO for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Net income $ 244 $ 1,017 $ 2,286 $ 2,376Add (deduct): Fair value gains, net (63) (851) (1,106) (2,040) Share of equity accounted fair value gains, net — (64) (347) (152) Income tax expense (benefit) 32 83 (213) 520 Non-controlling interests in above items (35) (40) (125) (294)FFO $ 178 $ 145 $ 495 $ 410

Retail

Our retail segment consists of 172 regional malls and urban retail properties containing 154 million square feet in the United States and Brazil. A substantial portion ofour retail properties are held through our 29% interest in GGP (34% on a fully-diluted basis, assuming all outstanding warrants are exercised) and our 33% interest in Rouse.

The following table presents FFO and net income attributable to Unitholders in our retail segment for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30,

(US$ Millions) 2015 2014 2015 2014FFO $ 106 $ 101 $ 326 $ 319Net income attributable to Unitholders 141 148 333 736

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FFO earned in our retail platform for the three months ended September 30, 2015 was $106 million compared to $101 million for the same period in the prior year. FFOearned in our retail platform for the nine months ended September 30, 2015 was $326 million compared to $319 million for the same period in the prior year. These increases periodover period are primarily a result of higher FFO from our investment in GGP, due to improved operating performance and interest expense savings in the underlying investment,offset by dispositions in our Brazilian retail fund and the impact of foreign exchange.

Net income attributable to Unitholders decreased by $7 million to $141 million for the three months ended September 30, 2015 as compared to $148 million during thesame period in the prior year. The decrease is primarily attributable to negative fair value adjustments on our Brazilian retail assets as well as the goodwill impairment on theseassets, as the current macroeconomic environment in Brazil could no longer substantiate such a portfolio premium. This decrease was partially offset by fair value gains on ourinvestment in GGP warrants, as well as a fair value gain recognized upon the conversion of our investment in convertible preferred shares into common shares in CXTD inShanghai in the current quarter.

Net income attributable to Unitholders decreased by $403 million to $333 million for the nine months ended September 30, 2015 as compared to $736 million during thesame period in the prior year. This decrease in net income attributable to unitholders is primarily attributable to the mark-to-market adjustment on our investment in GGP warrants,as a result of a decline in GGP's share price since December 31, 2014. In addition, the prior year included significant fair value gains on our U.S. retail portfolio.

The following table presents key operating metrics in our retail portfolio as at and for the three months ended September 30, 2015 and 2014:

Consolidated Unconsolidated(US$ Millions, except where noted) Sep 30, 2015 Sep 30, 2014 Sep 30, 2015 Sep 30, 2014

NOI: Total portfolio(1) $ 19 $ 28 $ 183 $ 182 Same-property(1,2) 17 15 177 171Total portfolio: Number of malls and urban retail properties 6 9 166 163 Leasable square feet (in thousands) 2,280 3,448 151,475 152,386 Occupancy 94.8% 95.9% 95.4% 95.5% In-place net rents (per square foot)(2) 30.85 24.21 56.06 55.08 Tenant Sales (per square foot)(2) 443 410 552 522

(1) NOI for unconsolidated properties is presented on a proportionate basis, representing the Unitholders’ interest in the investments.(2) Presented using normalized foreign exchange rates, using the September 30, 2015 exchange rate.

NOI on consolidated properties for the three months ended September 30, 2015 compared with the same period of the prior year decreased by $9 million. This decreasewas primarily due to the disposition of two malls in Brazil as well as the negative impact of foreign exchange.

NOI on unconsolidated properties during the same period, which is presented on a proportionate basis, increased to $183 million from $182 million in the prior year,where improved performance related to the GGP properties was partially offset by dispositions, including of partial interests in a marquee mall in Honolulu. On a same-propertybasis, NOI on unconsolidated properties increased by $6 million to $177 million from $171 million due to increases in rental rates and higher tenant sales in our United Statesportfolio.

The results of our operations are primarily driven by changes in occupancy and in-place rental rates. The following table presents new and renewal leases withcommencement dates in 2015 and 2016 compared to expiring leases for the prior tenant in the same suite, for leases where the downtime between new and previous tenant is lessthan 24 months, among other metrics.

Total Portfolio(US$ Millions, except where noted) Sep 30, 2015 Sep 30, 2014Number of leases 2,257 2,163Leasing activity (in thousands of square feet) 6,914 6,355Average term in years 6.3 6.2Initial rent per square foot(1) $ 59.97 $ 59.17Expiring rent per square foot(2) 53.88 51.13Initial rent spread per square foot 6.09 8.04% change 11.3% 15.7%Tenant allowances and leasing costs 144 111

(1) Represents initial rent over the term consisting of base minimum rent and common area costs.(2) Represents expiring rent at end of lease consisting of base minimum rent and common area costs.

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As of September 30, 2015, we leased approximately 6.9 million square feet at initial rents approximately 11.3% higher than expiring net rents on a suite-to-suite basis.Additionally, for the nine months ended September 30, 2015, tenant allowances and leasing costs related to leasing activity were $144 million compared to $111 million during thesame period in the prior year.

Our retail portfolio occupancy rate at September 30, 2015 was 95.4%. In our retail segment, we use in-place rents as a measure of leasing performance. In-place rents arecalculated on a cash basis and consist of base minimum rent, plus reimbursements of common area costs, and real estate taxes. In-place rents increased to $55.22 at September 30,2015 from $53.53 at September 30, 2014, primarily as a result of strong leasing activity across our U.S. and Brazilian mall portfolio. At GGP, tenant sales (all less anchors)increased by 3.3% on a trailing twelve month basis and suite-to-suite lease spreads increased by 9.7% for leases that commenced in the trailing twelve months.

The following table presents our fair value (losses) gains from consolidated and unconsolidated investments in our retail segment:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Consolidated properties $ 22 $ (54) $ (157) $ 223Unconsolidated properties(1) 11 64 143 201Total fair value (losses) gains $ 33 $ 10 $ (14) $ 424

(1) Fair value gains for unconsolidated properties are presented on a proportionate basis, representing the Unitholders’ interest in the investments.

We recorded fair value gains of $33 million and $10 million in our retail segment for the three months ended September 30, 2015 and 2014, respectively. During the threemonths ended September 30, 2015, we recorded fair value gains on the GGP warrants as a result of an increase in the stock price during the period. In addition, we recognizedapproximately $77 million of fair value gains related to the conversion of our preferred equity interest in CXTD to common shares during the third quarter of 2015. These increaseswere partially offset by fair value losses related to our Brazilian retail properties as a result of the deteriorating economic environment in the country. In the current year, we alsofully impaired the portfolio goodwill related to these assets as a result of the market conditions.

We recorded fair value losses of $14 million for the nine months ended September 30, 2015, as compared to fair value gains of $424 million during the same time period

in the prior year. The fair value losses are due to the write-offs on our Brazilian portfolios, as noted above, fair value losses on the GGP warrants, as a result of a decline of theGGP stock price during the nine months ended September 30, 2015, offset by the gain on conversion of our interest in CXTD and fair value gains on our U.S portfolio. The gainsin the prior year were a result of valuation gains on our U.S. portfolio.

The key valuation metrics of these properties in our retail segment are presented in the following table. The valuations are most sensitive to changes in the discount rateand timing or variability of cash flows.

Sep 30, 2015 Dec 31, 2014

Discount rateTerminal

capitalization rate Investment horizon Discount rateTerminal

capitalization rate Investment horizon

Consolidated properties Brazil 9.8% 7.2% 10 9.2% 7.1% 10

Unconsolidated properties United States 7.6% 5.9% 10 7.4% 5.8% 10

Equity attributable to Unitholders in the retail segment increased by $67 million at September 30, 2015 from December 31, 2014 due to the net income attributable toUnitholders offset by dividends received from our investment in GGP and Rouse.

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The following table presents an overview of the financial position of our retail segment as at September 30, 2015 and December 31, 2014:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Investment properties $ 910 $ 1,496Equity accounted investments 8,164 7,295GGP warrants 1,276 1,394Accounts receivable and other 61 778Cash and cash equivalents 33 60Total assets $ 10,444 $ 11,023Debt obligations 305 $ 513Accounts payable and other liabilities 89 155Non-controlling interests of others in operating subsidiaries and properties 812 1,184Equity attributable to Unitholders $ 9,238 $ 9,171

Investment properties totaled $910 million at September 30, 2015 as compared to $1,496 million at December 31, 2014. The decrease is a result of the disposition of amall in Brazil, unrealized fair value losses on the remaining Brazilian retail assets and the impact of foreign exchange.

Equity accounted investments increased by $869 million to $8,164 million at September 30, 2015 as compared to $7,295 million at December 31, 2014 primarily as aresult of the conversion of our preferred equity interest in CXTD to common shares, which resulted in the partnership's accounting for this investment under the equity method, andnet income from our U.S. mall portfolio. This increase was partially offset by dividends received from GGP and Rouse during the current period.

Accounts receivable and other at December 31, 2014 included our preferred equity interest in CXTD and goodwill related to the portfolio premium on our Brazilian retailassets, which was impaired during the third quarter of 2015.

The following table presents a roll-forward of our partnership’s equity accounted investments from December 31, 2014 to September 30, 2015:

(US$ Millions) Sep 30, 2015Equity accounted investments, beginning of period $ 7,295Additions, net of disposals 564Share of net income, including fair value gains 461Distributions received (143)Other (13)Equity accounted investments, end of period $ 8,164

Debt obligations decreased by $208 million to $305 million at September 30, 2015 from $513 million at December 31, 2014 as a result of the paydown of debt in Brazilwith proceeds from the dispositions of malls in the fourth quarter of 2014 and the second quarter of 2015, as well as the impact of foreign exchange.

Reconciliation of Non-IFRS Measures – Retail

The key components of NOI in our retail segment are presented below:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Commercial property revenue $ 23 $ 36 $ 72 $ 101Direct commercial property expense (4) (8) (15) (22)Total NOI $ 19 $ 28 $ 57 $ 79

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The following table reconciles retail NOI to net income for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Total NOI $ 19 $ 28 $ 57 $ 79Investment and other revenue 2 12 26 32Share of net earnings from equity accounted investments 115 160 461 503Interest expense (12) (22) (42) (59)General and administrative expenses (3) (3) (10) (9)Fair value gains (losses), net 22 (54) (157) 223Income before taxes 143 121 335 769Income tax benefit (expense) 8 4 8 (9)Net income $ 151 $ 125 $ 343 $ 760Net income attributable to non-controlling interests 10 (23) 10 24Net income attributable to Unitholders $ 141 $ 148 $ 333 $ 736

The following table reconciles retail net income to FFO for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Net income $ 151 $ 125 $ 343 $ 760Add (deduct): Share of equity accounted fair value gains, net (11) (64) (143) (201) Fair value (gains) losses, net (22) 54 157 (223) Income tax (benefit) expense (8) (4) (8) 9 Non-controlling interests in above items (4) (10) (23) (26)FFO $ 106 $ 101 $ 326 $ 319

Industrial, Multifamily, Hospitality and Triple Net Lease

Our industrial, multifamily, hospitality and triple net lease segments are comprised of the following:

• Over 47 million square feet of industrial space across 172 industrial properties, primarily consisting of modern logistics assets in North America and Europe, with anadditional 7 million square feet currently under construction;

• Approximately 38,800 multifamily units across 134 properties in the United States and Canada;• 27 hospitality assets with approximately 18,000 rooms in North America, Europe and Australia; and• Over 300 properties that are leased to automotive dealerships across North America on a triple net lease basis.

The following table presents NOI, FFO and net income attributable to Unitholders in our industrial, multifamily, hospitality and triple net lease segments for the three andnine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014NOI $ 252 $ 103 $ 640 $ 300FFO 18 17 92 54Net income attributable to Unitholders 97 8 199 66

Since last year, we have made significant investments in industrial, multifamily, hospitality and triple net lease properties. These investments are the primary driver of theincreased earnings for the periods presented. These investments include the following:

• Acquired Center Parcs UK, which operates five short break destinations across the U.K., and a portfolio of hotels in Germany through a 50/50 joint venture, during thethird quarter of 2015;

• Acquired Associated Estates, which owns approximately 12,800 multifamily units across the United States, during the third quarter of 2015;

• Acquired a 4,000-unit multifamily portfolio in Manhattan on a value-add basis, with plans to renovate the majority of those units and benefit from positive rent spreads onthe releasing of renovated units, during the fourth quarter of 2014;

• Established a new platform with the acquisition of CARS, which owns the real estate for more than 300 automotive dealerships across North America and leases it on atriple net basis, during the fourth quarter of 2014; and

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• Expanded our industrial platform in Europe with the acquisition of portfolios in France and Germany, during the third and fourth quarters of 2014.

In addition to the contribution from these investments, we also benefited from improved operating results at the Atlantis over the prior year.

Contributing to the increase in net income attributable to Unitholders were net income from the acquisitions noted above, as well as fair value gains, particularly related tothe value-add multifamily portfolio and our industrial assets in the U.S., U.K. and Germany, where we benefited from discount rate and capitalization rate compression as a result ofan improved economic environment.

Offsetting some of these increases were the disposition of the One&Only Ocean Club in the Bahamas and a Mexican industrial portfolio in the second and fourth quartersof 2014, respectively, and the disposition of select mature assets within the multifamily and industrial portfolios throughout the period. In addition, the current period includestransaction costs associated with the acquisitions noted above, which are expensed within general and administrative expense.

The following table presents the contributions to fair value gains, net from consolidated and unconsolidated investments in our industrial, multifamily, hospitality andtriple net lease segments:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Consolidated properties $ 178 $ (16) $ 343 $ 100Unconsolidated properties(1) 48 18 52 49Total fair value gains, net $ 226 $ 2 $ 395 $ 149

(1) Fair value gains for unconsolidated investments are presented on a proportionate basis, representing the Unitholders’ interest in the investments.

The key valuation metrics of our industrial, multifamily and triple net lease properties are presented in the following table. The valuations are most sensitive to changes inthe discount rate and timing or variability of cash flows.

Sep 30, 2015 Dec 31, 2014

Discount rateTerminal

capitalization rate Investment horizon Discount rateTerminal

capitalization rate Investment horizon

Consolidated properties Industrial 7.6% 6.9% 9 7.9% 7.3% 10Multifamily(1) 5.0% n/a n/a 5.4% n/a n/aTriple Net Lease(1) 6.2% n/a n/a 6.6% n/a n/a

Unconsolidated properties Industrial 7.1% 6.5% 9 7.2% 6.6% 10Multifamily(1) 5.5% n/a n/a 5.5% n/a n/a

(1) The valuation method used to value multifamily and triple net lease properties is the direct capitalization method. The rates presented as the discount rate relate to the overall impliedcapitalization rate. The terminal capitalization rate and investment horizon are not applicable.

The following table presents equity attributable to Unitholders in our industrial, multifamily, hospitality and triple net lease segments:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Investment properties $ 11,369 $ 8,474Hospitality assets 6,254 2,478Equity accounted investments 1,272 958Accounts receivable and other 1,046 895Cash and cash equivalents 617 442Assets held for sale 1 565Total assets $ 20,559 $ 13,812Debt obligations 12,037 8,210Accounts payable and other liabilities 840 545Liabilities associated with assets held for sale — 396Non-controlling interests of others in operating subsidiaries and properties 4,746 3,071Equity attributable to Unitholders $ 2,936 $ 1,590

The increase in investment properties since December 31, 2014 is primarily the result of the acquisitions of Associated Estates and fair value gains in our multifamily,industrial and triple net lease portfolios. The increase in hospitality assets at September 30, 2015 was the result of the acquisition of the Center Parcs UK assets.

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Equity accounted investments increased during the nine months ended September 30, 2015 compared to December 31, 2014 as a result of the acquisition of a portfolio ofhotels in Germany, two hospitality assets in the United States and eleven value-add multifamily properties.

Assets held for sale and related liabilities decreased at September 30, 2015 compared to December 31, 2014 primarily as a result of the sale of three multifamily assetsduring the second quarter of 2015.

Debt obligations increased from December 31, 2014 to September 30, 2015 primarily due to the acquisitions noted above.

Reconciliation of Non-IFRS Measures - Industrial, Multifamily, Hospitality and Triple Net Lease

The key components of NOI in our industrial, multifamily, hospitality and triple net lease segments are presented below:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Commercial property revenue $ 185 $ 85 $ 512 $ 237Hospitality revenue 363 236 897 775Direct commercial property expense (56) (27) (127) (106)Direct hospitality expense (240) (191) (642) (606)Total NOI $ 252 $ 103 $ 640 $ 300

The following table reconciles industrial, multifamily, hospitality and triple net lease NOI to net income for the three and nine months ended September 30, 2015 and2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Total NOI $ 252 $ 103 $ 640 $ 300Investment and other revenue 73 81 158 148Investment and other expense (54) (58) (114) (93)Share of net earnings from equity accounted investments 52 9 92 55Interest expense (127) (48) (327) (150)General and administrative expense (80) (25) (126) (53)Depreciation and amortization (42) (33) (110) (100)Fair value gains, net 178 (16) 343 100Income before taxes 252 13 556 207Income tax expense (6) (3) (16) (12)Net income $ 246 $ 10 $ 540 $ 195Net income attributable to non-controlling interests 149 2 341 129Net income attributable to Unitholders $ 97 $ 8 $ 199 $ 66

The following table reconciles industrial, multifamily, hospitality and triple net lease net income to FFO for the three and nine months ended September 30, 2015 and2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Net income $ 246 $ 10 $ 540 $ 195Add (deduct): Fair value gains, net (178) 16 (343) (100) Share of equity accounted fair value losses (gains), net (48) (18) (52) (49) Depreciation and amortization of real estate assets 39 29 104 85 Income tax expense 6 3 16 12 Non-controlling interests in above items (47) (23) (173) (89)FFO $ 18 $ 17 $ 92 $ 54

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Corporate

Certain amounts are allocated to our corporate segment in our management reports as those activities should not be used to evaluate our segments’ operating performance.

FFO in our corporate segment was a loss of $137 million (2014 - loss of $91 million) and $414 million (2014 - loss of $239 million) for the three and nine months endedSeptember 30, 2015, respectively.

Interest expense for the three months ended September 30, 2015 was $97 million, which is comprised of $56 million of interest expense on capital securities and $41million of interest expense on our credit facilities, as compared to total interest expense of $57 million for the same period in the prior year. The $40 million increase in interestexpense is primarily due to interest expense on capital securities issued in December 2014 and interest associated with the acquisition facility used to acquire the remainingoutstanding common shares of BPO in 2014.

General and administrative expense for the three months ended September 30, 2015 was $54 million which is primarily comprised of $38 million of asset managementfees and $16 million of other corporate and transaction costs. The increase of $24 million during the current quarter from $30 million during the same period in the prior year isprimarily due to higher management fees on Brookfield-managed funds, in which the partnership is a limited partner, and an increase in asset management fees which is a result ofthe increase of the partnership's total capitalization.

The following table presents equity attributable to Unitholders at the corporate level:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Accounts receivable and other $ 133 $ 162Restricted cash — 1,800Cash and cash equivalents 55 160Total assets 188 2,122Debt obligations 4,901 3,881Capital securities 3,320 3,368Deferred tax liabilities 1,208 1,131Accounts payable and other liabilities 379 167Non-controlling interests (458) 131Equity attributable to Unitholders $ (9,162) $ (6,556)

The corporate balance sheet includes corporate debt and capital securities from our partnership and BPO. The increase in corporate debt obligations is primarily a result oftemporary drawdowns on the credit facilities to fund acquisitions in the current period, partially offset by asset sales initiatives that raised $483 million in proceeds to repay ourBPO acquisition facility from $1,141 million at the end of the prior year to the current balance of $658 million.

On December 4, 2014, the Operating Partnership issued $1,800 million of exchangeable preferred equity securities (“Preferred Equity Units”) to QIA. The PreferredEquity Units are exchangeable at the option of QIA into LP Units at a price of $25.70 per unit and were issued in three tranches of $600 million each, with an average dividendyield of 6.5% and maturities of seven, ten and twelve years. The cash received from the issuance of the Preferred Equity Units was used during the first quarter of 2015 inconnection with the Canary Wharf Transaction.

In August 2015, we renewed our normal course issuer bid for our LP Units for a further one-year period. During the twelve-month period commencing August 6, 2015,and ending August 5, 2016, we may purchase on the Toronto Stock Exchange, the New York Stock Exchange, and any alternative Canadian trading platform, up to 13,142,359 LPUnits, representing approximately 5% of our issued and outstanding LP Units. Unitholders may obtain a copy of the Notice of Intention relating to our normal course issuer bid,without charge, by contacting the partnership.

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The following table provides additional information on our outstanding capital securities – corporate:

(US$ Millions) Shares OutstandingCumulative

Dividend Rate Sep 30, 2015 Dec 31, 2014

Operating Partnership Class A Preferred Equity Units: Series 1 24,000,000 6.25% $ 530 $ 524Series 2 24,000,000 6.50% 514 510Series 3 24,000,000 6.75% 505 501

Brookfield BPY Holdings Inc. Junior Preferred Shares: Class B Junior Preferred Shares 30,000,000 5.75% 750 750Class C Junior Preferred Shares 20,000,000 6.75% 500 500

BPO Class AAA Preferred Shares: Class AAA Series G(1) 3,396,451 5.25% 85 85Class AAA Series H(1) 7,000,000 5.75% 132 150Class AAA Series J(1) 6,954,756 5.00% 130 150Class AAA Series K(1) 4,995,414 5.20% 93 107

Brookfield Property Split Corp. Senior Preferred Shares: Class A Series 1 953,549 5.25% 23 25Class A Series 2 1,000,000 5.75% 20 22Class A Series 3 934,232 5.00% 19 22Class A Series 4 984,586 5.20% 19 22

Total capital securities - corporate $ 3,320 $ 3,368

Current $ 428 $ 476Non-current 2,892 2,892

Total capital securities - corporate $ 3,320 $ 3,368(1) BPY and its subsidiaries own 1,003,549, 1,000,000, 1,000,000 and 1,004,586 shares of Series G, Series H, Series J and Series K Class AAA Preferred Shares of BPO, respectively,

which has been reflected as a reduction in outstanding shares of each series.

In addition, as at September 30, 2015, we had $25 million of preferred shares issued by various holding entities of our partnership with a cumulative dividend rate of 5%outstanding.

Reconciliation of Non-IFRS Measures – Corporate

The following table reconciles corporate net (loss) to FFO for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Net (loss) $ (206) $ (109) $ (560) $ (506)Add (deduct): Fair value gains, net 18 — 40 — Income tax expense 42 23 96 253 Non-controlling interests in above items 9 (5) 10 14FFO $ (137) $ (91) $ (414) $ (239)

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LIQUIDITY AND CAPITAL RESOURCESThe capital of our business consists of debt obligations, capital securities, preferred stock and equity. Our objective when managing this capital is to maintain an

appropriate balance between holding a sufficient amount of equity capital to support our operations and reducing our weighted average cost of capital to improve our return onequity. As at September 30, 2015, capital totaled $65 billion, an increase of $6 billion from December 31, 2014.

We attempt to maintain a level of liquidity to ensure we are able to participate in investment opportunities as they arise and to better withstand sudden adverse changes in

economic circumstances. Our primary sources of liquidity include cash, undrawn committed credit facilities, construction facilities, cash flow from operating activities and access topublic and private capital markets. In addition, we structure our affairs to facilitate monetization of longer-duration assets through financings and co-investor participations.

We seek to increase income from our existing properties by maintaining quality standards for our properties that promote high occupancy rates and support increases in

rental rates while reducing tenant turnover and related costs, and by controlling operating expenses. Consequently, we believe our revenue, along with proceeds from financingactivities and divestitures, will continue to provide the necessary funds to cover our short-term liquidity needs. However, material changes in the factors described above mayadversely affect our net cash flows.

Our principal liquidity needs for the current year and for periods beyond include: • Recurring expenses;• Debt service requirements;• Distributions to Unitholders;• Capital expenditures deemed mandatory, including tenant improvements;• Development costs not covered under construction loans;• Investing activities which could include:

◦ Discretionary capital expenditures;◦ Property acquisitions;◦ Future developments; and◦ Repurchase of our units.

We plan to meet these liquidity needs by accessing our group-wide liquidity of $6,491 million at September 30, 2015 as highlighted in the table below. In addition, we

have the ability to supplement this liquidity through cash generated from operating activities, asset sales, co-investor interests and financing opportunities. Since December 31, 2014,we added construction facilities related to the active developments at One Manhattan West ($1,250 million), Canary Wharf ($1,346 million at share) and Principal Place -Commercial ($424 million).

(US$ Millions) Sep 30, 2015 Dec 31, 2014Corporate cash and cash equivalents $ 32 $ 73Restricted cash related to issuance of preferred shares — 1,800Available committed corporate credit facilities 463 130Available subordinated credit facilities 172 399Corporate liquidity 667 2,402Proportionate cash retained at subsidiaries 1,032 882Proportionate availability under construction facilities 4,047 1,614Proportionate availability under subsidiary credit facilities 745 305Group-wide liquidity $ 6,491 $ 5,203

We finance our assets principally at the operating company level with asset-specific debt that generally has long maturities, few restrictive covenants and with recourseonly to the asset. We endeavor to maintain prudent levels of debt and strive to ladder our principal repayments over a number of years.

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The following table summarizes our secured debt obligations on investment properties by contractual maturity over the next five years and thereafter:

(US$ Millions) Sep 30, 2015Remainder of 2015 $ 9352016 4,4272017 4,2642018 2,4662019 2,5872020 and thereafter 6,971Deferred financing costs (127)Secured debt obligations $ 21,523Loan to value 49.3%

We generally believe that we will be able to either extend the maturity date, repay, or refinance the debt that is scheduled to mature in 2015-2016.

For the three and nine month periods ended September 30, 2015, the partnership made distributions to unitholders of $189 million and $567 million, respectively. Thiscompares to cash flow from operating activities of $222 million and $572 million for each period. The cash flow from operating activities exceeded distributions for the three andnine month periods ended September 30, 2015.

The partnership has a number of alternatives at its disposal to fund any difference between the cash flow from operating activities and distributions to unitholders. Thepartnership is not a passive investor and typically holds positions of control or significant influence over assets in which it invests, enabling the partnership to influence distributionsfrom those assets. The partnership will, from time to time, convert some or all of the unrealized fair value gains on investment properties to cash through asset sales, joint venturesor refinancings. The partnership may access its credit facilities in order to temporarily fund its distributions as a result of timing differences between the payments of distributionsand cash receipts from its investments. Distributions made to unitholders which exceed cash flow from operating activities in future periods may be considered to be a return ofcapital to unitholders as defined in National Policy 41-201 Income Trusts and Indirect Offerings.

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PART III – RISKS AND UNCERTAINTIESThe financial results of our business are impacted by the performance of our properties and various external factors influencing the specific sectors and geographic

locations in which we operate, including: macro-economic factors such as economic growth, changes in currency, inflation and interest rates; regulatory requirements and initiatives;and litigation and claims that arise in the normal course of business.

Our property investments are generally subject to varying degrees of risk depending on the nature of the property. These risks include changes in general economicconditions (including the availability and costs of mortgage funds), local conditions (including an oversupply of space or a reduction in demand for real estate in the markets inwhich we operate), the attractiveness of the properties to tenants, competition from other landlords with competitive space and our ability to provide adequate maintenance at aneconomical cost.

Certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges, must be made regardless ofwhether a property is producing sufficient income to service these expenses. Certain properties are subject to mortgages which require substantial debt service payments. If webecome unable or unwilling to meet mortgage payments on any property, losses could be sustained as a result of the mortgagee’s exercise of its rights of foreclosure or sale. Webelieve the stability and long-term nature of our contractual revenues effectively mitigates these risks.

We are affected by local, regional, national and international economic conditions and other events and occurrences that affect the markets in which we own assets. Aprotracted decline in economic conditions would cause downward pressure on our operating margins and asset values as a result of lower demand for space.

Substantially all of our properties are located in North America, Europe and Australia, with a growing presence in Brazil, China and India. A prolonged downturn in theeconomies of these regions would result in reduced demand for space and the number of prospective tenants and would affect the ability of our properties to generate significantrevenue. If there is an increase in operating costs resulting from inflation and other factors, we may not be able to offset such increases by increasing rents.

We are subject to risks that affect the retail environment, including unemployment, weak income growth, lack of available consumer credit, industry slowdowns and plantclosures, consumer confidence, increased consumer debt, poor housing market conditions, adverse weather conditions, natural disasters and the need to pay down existingobligations. All of these factors could negatively affect consumer spending, and adversely affect the sales of our retail tenants. This could have an unfavorable effect on ouroperations and our ability to attract new retail tenants.

As owners of office, retail, and industrial properties, lease rollovers also present a risk, as continued growth of rental income is dependent on strong leasing markets toensure expiring leases are renewed and new tenants are found promptly to fill vacancies. Refer to “Lease Rollover Risk” below for further details.

For a more detailed description of the risk factors facing our business, please refer to the section entitled “Item 3.D. Key Information - Risk Factors” in our December 31,2014 annual report on Form 20-F.

CREDIT RISKCredit risk arises from the possibility that tenants may be unable to fulfill their lease commitments. We mitigate this risk by ensuring that our tenant mix is diversified and

by limiting our exposure to any one tenant. We also maintain a portfolio that is diversified by property type so that exposure to a particular business sector is lessened. Governmentand Government Agencies comprise 7.3% of our office segment tenant base and, as at September 30, 2015, no one tenant comprises more than this.

The following list shows the largest tenants by leasable area in our office portfolio and their respective credit ratings and exposure as at September 30, 2015:

Tenant Primary Location Credit Rating(1) Exposure (%)(2)

Government and Government Agencies Various AAA/AA+ 7.3%Barclays London BBB 2.5%Morgan Stanley Denver/NY/Toronto A- 2.5%CIBC World Markets(3) Calgary/Houston/NY/Toronto A+ 1.8%Suncor Energy Inc. Calgary/Houston A- 1.7%Bank of Montreal Calgary/Toronto A+ 1.4%Bank of America | Merrill Lynch Denver/NY/LA/Toronto/D.C. A 1.4%Royal Bank of Canada Various AA- 1.3%JPMorgan Chase & Co. Denver/Houston/LA/NY A 1.3%BHP Billiton Perth A+ 0.9%

Total 22.1%(1) From Standard & Poor’s Rating Services, Moody’s Investment Services, Inc. or DBRS Limited.(2) Prior to considering the partnership’s interest in partially-owned properties.(3) CIBC World Markets leases 1.1 million square feet at 300 Madison Avenue in New York, of which they sublease 925,000 square feet to PricewaterhouseCoopers LLP andapproximately 100,000 square feet to Sumitomo Corporation of America.

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The following list reflects the largest tenants in our retail portfolio as at September 30, 2015. The largest ten tenants in our portfolio accounted for approximately 21.9% ofminimum rents, tenant recoveries and other.

Tenant DBA Exposure (%)(1)

L Brands, Inc. Victoria's Secret, Bath & Body Works, PINK, Henri Bendel 3.7%Foot Locker, Inc. Footlocker, Champs Sports, Footaction USA 2.9%The Gap, Inc. Gap, Banana Republic, Old Navy 2.7%Forever 21, Inc. Forever 21 2.2%Abercrombie & Fitch Stores, Inc. Abercrombie, Abercrombie & Fitch, Hollister 2.0%Ascena Retail Group Dress Barn, Justice, Lane Bryant, Maurices, Ann Taylor, Loft 2.0%Signet Jewelers Limited Zales, Gordon's, Kay, Jared 1.8%Genesco Inc. Journeys, Lids, Underground Station, Johnston & Murphy 1.6%Express, Inc. Express, Express Men 1.5%Luxottica Group S.p.A. Lenscrafters, Sunglass Hut, Pearle Vision 1.5%

Total 21.9%(1) Exposure is a percentage of minimum rents and tenant recoveries.

LEASE ROLL-OVER RISKLease roll-over risk arises from the possibility that we may experience difficulty renewing leases as they expire or in re-leasing space vacated by tenants upon early lease

expiry. We attempt to stagger the lease expiry profile so that we are not faced with disproportionate amounts of space expiring in any one year. On average, approximately 9% ofour office, retail and industrial leases mature annually up to 2019. Our office, retail and industrial portfolio has a weighted average remaining lease life of approximately 6.4 years.We further mitigate this risk by maintaining a diversified portfolio mix by geographic location and by pro-actively leasing space in advance of its contractual expiry.

The following table sets out lease expiries, by square footage, for our office, retail and industrial portfolios at September 30, 2015, including our unconsolidatedinvestments:

Office (Sq. ft. inthousands) Current

Remaining2015 2016 2017 2018 2019 2020 2021

2022 andBeyond Total

Total 9,004 1,354 5,594 5,580 6,732 7,973 8,035 5,464 44,678 94,414Total %expiring 9.5% 1.4% 5.9% 5.9% 7.1% 8.4% 8.5% 5.9% 47.4% 100.0%

Retail(1) Total 2,988 1,491 7,451 7,501 6,647 6,451 4,874 3,933 23,195 64,531Total %expiring 4.6% 2.3% 11.5% 11.6% 10.3% 10.0% 7.6% 6.1% 36.0% 100.0%

Industrial Total 5,228 155 6,458 5,612 6,471 3,670 6,060 4,358 9,220 47,232Total %expiring 11.1% 0.3% 13.7% 11.9% 13.7% 7.8% 12.8% 9.2% 19.5% 100.0%

(1) Represents regional malls only and excludes traditional anchor and specialty leasing agreements.

TAX RISKWe are subject to income taxes in various jurisdictions, and our tax liabilities are dependent upon the distribution of income among these different jurisdictions. Our

effective income tax rate is influenced by a number of factors, including changes in tax law, tax treaties, interpretation of existing laws, and our ability to sustain our reportingpositions on examination. Changes in any of those factors could change our effective tax rate, which could adversely affect our profitability and results of operations.

ENVIRONMENTAL RISKSAs an owner of real property, we are subject to various federal, provincial, state and municipal laws relating to environmental matters. Such laws provide that we could be

liable for the costs of removing certain hazardous substances and remediating certain hazardous locations. The failure to remove such substances or remediate such locations, if any,could adversely affect our ability to sell such real estate or to borrow using such real estate as collateral and could potentially result in claims against us. We are not aware of anymaterial non-compliance with environmental laws at any of our properties nor are we aware of any pending or threatened investigations or actions by environmental regulatoryauthorities in connection with any of our properties or any pending or threatened claims relating to environmental conditions at our properties.

We will continue to make the necessary capital and operating expenditures to ensure that we are compliant with environmental laws and regulations. Although there can beno assurances, we do not believe that costs relating to environmental matters will have a materially adverse effect on our business, financial condition or results of operations.However, environmental laws and regulations can change and we may become subject to more stringent environmental laws and regulations in the future, which could have anadverse effect on our business, financial condition or results of operations.

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ECONOMIC RISKReal estate is relatively illiquid. Such illiquidity may limit our ability to vary our portfolio promptly in response to changing economic or investment conditions. Also,

financial difficulties of other property owners resulting in distressed sales could depress real estate values in the markets in which we operate.

Our commercial properties generate a relatively stable source of income from contractual tenant rent payments. Continued growth of rental income is dependent on strongleasing markets to ensure expiring leases are renewed and new tenants are found promptly to fill vacancies. We are substantially protected against short-term market conditions, asmost of our leases are long-term in nature with an average term of approximately 6.4 years.

INSURANCE RISKWe maintain insurance on our properties in amounts and with deductibles that we believe are in line with what owners of similar properties carry. We maintain all risk

property insurance and rental value coverage (including coverage for the perils of flood, earthquake and weather catastrophe).

INTEREST RATE AND FINANCING RISKWe attempt to stagger the maturities of our mortgage portfolio. We have an on-going need to access debt markets to refinance maturing debt as it comes due. There is a

risk that lenders will not refinance such maturing debt on terms and conditions acceptable to us or on any terms at all. Our strategy to stagger the maturities of our mortgageportfolio attempts to mitigate our exposure to excessive amounts of debt maturing in any one year.

Approximately 58% of our outstanding debt obligations at September 30, 2015 are floating rate debt compared to 56% at December 31, 2014. This debt is subject tofluctuations in interest rates. A 100 basis point increase in interest rates relating to our corporate and commercial floating rate debt obligations would result in an increase in annualinterest expense of approximately $184 million. A 100 basis point increase in interest rates relating to fixed rate debt obligations due within one year would result in an increase inannual interest expense of approximately $7 million upon refinancing. In addition, we have exposure to interest rates within our equity accounted investments. We have mitigated, tosome extent, the exposure to interest rate fluctuations through interest rate derivative contracts. See “Derivative Financial Instruments” below in this MD&A.

At September 30, 2015, our consolidated debt to capitalization was 48% (December 31, 2014 – 46%). It is our view this level of indebtedness is conservative given thecash flow characteristics of our properties and the fair value of our assets. Based on this, we believe that all debts will be financed or repaid as they come due in the foreseeablefuture.

FOREIGN EXCHANGE RISKAs at and for the nine months ended September 30, 2015, approximately 33% of our assets and 32% of our revenues originated outside the United States and

consequently are subject to foreign currency risk due to potential fluctuations in exchange rates between these currencies and the U.S. Dollar. To mitigate this risk, we attempt tomaintain a natural hedged position with respect to the carrying value of assets through debt agreements denominated in local currencies and, from time to time, supplementedthrough the use of derivative contracts as discussed under “Derivative Financial Instruments”.

DERIVATIVE FINANCIAL INSTRUMENTSWe and our 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. We do not use derivatives for speculative purposes. Weand our 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, and Euro denominated investments in foreign subsidiariesand 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;

We also designate Canadian Dollar financial liabilities of certain of our operating entities as hedges of our net investments in our Canadian operations.

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Interest Rate HedgingThe 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, 2015 and December 31, 2014:

(US$ Millions) Hedging item Notional Rates Maturity dates Fair value

Sep 30, 2015 Interest rate caps of US$ LIBOR debt $ 2,895 3.0% - 5.8% Nov 2015 - Oct 2018 $ —

Interest rate swaps of US$ LIBOR debt 285 2.1% - 2.2% Oct 2020 - Nov 2020 (12)

Interest rate caps of £ LIBOR debt 288 1.5% - 3.0% Dec 2016 - Apr 2020 1

Interest rate swaps of € EURIBOR debt 173 0.3% - 1.4% Oct 2017 - Feb 2021 (3)

Interest rate swaps of A$ BBSW/BBSY debt 470 3.5% - 5.9% Jan 2016 - Jul 2017 (13)

Interest rate swaps on forecasted fixed rate debt 1,885 2.8% - 5.3% Nov 2025 - Jun 2029 (345)

Dec 31, 2014 Interest rate caps of US$ LIBOR debt $ 3,174 2.5% - 5.8% Jan 2015 - Oct 2018 $ 1

Interest rate swaps of US$ LIBOR debt 483 0.6% - 2.2% Dec 2015 - Nov 2020 (7)

Interest rate swaps of £ LIBOR debt 204 1.1% Sep 2017 (1)

Interest rate swaps of A$ BBSW/BBSY debt 548 3.5% - 5.9% Jan 2016 - Jul 2017 (26)

Interest rate swaps of € EURIBOR debt 150 0.3% - 1.4% Oct 2017 - Feb 2021 (3)

Interest rate swaps on forecasted fixed rate debt 1,995 2.3% - 5.1% May 2025 - Jun 2029 (262)

For the three and nine months ended September 30, 2015 and 2014, the amount of hedge ineffectiveness recorded in interest expense in connection with the partnership’sinterest rate hedging activities was not significant.

Foreign Currency HedgingThe following table provides the partnership’s outstanding derivatives that are designated as net investments in foreign subsidiaries as of September 30, 2015 and

December 31, 2014:

(US$ Millions) Hedging item Notional Rates Maturity dates Fair value

Sep 30, 2015 Net investment hedges £ 1,730 £0.63/$ - £0.68/$ Oct 2015 - Jul 2016 (31)

Net investment hedges € 353 €0.80/$ - €0.94/$ Dec 2015 - Sep 2016 $ (6)

Net investment hedges A$ 401 A$1.28/$ - A$1.44/$ Oct 2015 - Aug 2016 17

Dec 31, 2014 Net investment hedges £ 1,170 £0.59/$ - £0.65/$ Apr 2015 - Jan 2016 $ 36

Net investment hedges € 353 €0.75/$ - €0.80/$ Jan 2015 - Jun 2016 35

Net investment hedges A$ 1,750 A$1.10/$ - A$1.27/$ Apr 2015 - Mar 2016 22

In addition to the above, the partnership has designated foreign currency forwards and zero cost collars as net investment hedges which include the following:

(US$ Millions) Hedging item Notional Forward rates Call Strike Prices Put Strike Prices Maturity Dates Fair ValueSep 30, 2015 Zero cost collar(1) A$ 550 A$1.29/$ - A$1.31/$ A$1.22/$ A$1.44/$ - A$1.47/S Apr 2016 $ 27

(1) Zero cost collar consists of bought call and sold put together with foreign currency forward agreements.

In connection with these hedges, $(12) million and $(25) million relating to the time value component of their valuation has been recorded in fair value gains, net in thecondensed consolidated income statement for the three and nine months ended September 30, 2015, respectively. In addition, we also recorded within fair value gains, net $(13)million relating to the settlement of certain collars during the third quarter of 2015.

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Other DerivativesThe following table presents details of the partnership’s other derivatives that have been entered into to manage financial risks as of September 30, 2015 and

December 31, 2014:

(US$ Millions) Derivative type NotionalMaturity

dates Rates Fair value (gain)/loss Classification of gain/loss

Sep 30, 2015 Interest rate caps $ 382 Mar 2016 3.65% $ — General and administrative expense

Interest rate caps 350 Jul 2017 3.25% — General and administrative expense

Interest rate caps 13 Oct 2015 3.00% — General and administrative expense

Interest rate caps 34 Jan 2016 3.00% — General and administrative expense

Interest rate caps 75 Feb 2016 2.93% — General and administrative expense

Dec 31, 2014 Interest rate caps $ 382 Mar 2016 3.65% $ — General and administrative expense

Interest rate caps 350 Jul 2017 3.25% — General and administrative expense

Interest rate caps 51 Sep 2015 2.81% - 3.01% — General and administrative expense

Interest rate caps 13 Oct 2015 3.00% — General and administrative expense

Interest rate caps 34 Jan 2016 3.00% — General and administrative expense

Interest rate caps 75 Feb 2016 2.94% — General and administrative expense

Interest rate caps 74 Mar 2016 2.94% — General and administrative expense

Interest rate caps 68 Jul 2015 3.00% — General and administrative expense

The other derivatives have not been designated as hedges for accounting purposes.

RELATED PARTIESIn the normal course of operations, the partnership enters into transactions with related parties on market terms. These transactions have been measured at exchange value

and are recognized in the Financial Statements.

The immediate parent of the partnership is the general partner, Brookfield Property Partners Limited. The ultimate parent of the partnership is Brookfield AssetManagement. Other related parties of the partnership include the partnership’s and Brookfield Asset Management’s subsidiaries and operating entities, certain joint ventures andassociates accounted for under the equity method, as well as their directors and spouses.

The partnership has a management agreement with its service providers, wholly-owned subsidiaries of Brookfield Asset Management. Pursuant to a Master ServicesAgreement, prior to the third quarter, on a quarterly basis, the partnership paid a base management fee (“base management fee”), to the service providers equal to $12.5 million perquarter ($50 million annually).

Through the second quarter of 2015, the partnership also paid a quarterly equity enhancement distribution to Special L.P., a wholly-owned subsidiary of Brookfield AssetManagement, of 0.3125% of the amount by which the Operating Partnership’s total capitalization value at the end of each quarter exceeded its total capitalization value thatimmediately followed the spin-off of Brookfield Asset Management’s commercial property operations on April 15, 2013, subject to certain adjustments. For purposes of calculatingthe equity enhancement distribution at each quarter-end, the capitalization of the partnership was equal to the volume-weighted average of the closing prices of the LP Units on theNew York Stock Exchange (or other exchange or market where the partnership’s units are principally traded) for each of the last five trading days of the applicable quartermultiplied by the number of issued and outstanding units of the partnership on the last of those days (assuming full conversion of Brookfield Asset Management’s interest in thepartnership into units of the partnership), plus the amount of third-party debt, net of cash, with recourse to the partnership and the Operating Partnership and certain holding entitiesheld directly by the Operating Partnership.

On August 3, 2015, the board of directors of the partnership approved an amendment to the base management fee and equity enhancement distribution calculations, as ofthe beginning of the third quarter of 2015. Pursuant to this amendment, the annual base management fee paid by the partnership to Brookfield Asset Management was changed from$50 million, subject to annual inflation adjustments, to 0.5% of the total capitalization of the partnership, subject to an annual minimum of $50 million. The calculation of the equityenhancement distribution was amended to reduce the distribution by the amount by which the revised base management fee is greater than $50 million per annum, plus annualinflation adjustments.

The base management fee for the three and nine months ended September 30, 2015 was $24.9 million (2014 - $12.5 million) and $49.9 million (2014 - $37.5 million),respectively. The equity enhancement distribution for the three and nine months ended September 30, 2015 was $6.2 million (2014 - $14.2 million) and $52.7 million (2014 - $32.4million), respectively.

In connection with the issuance of Preferred Equity Units to QIA, Brookfield Asset Management contingently agreed to acquire the seven-year and ten-year tranches ofPreferred 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 andconditions 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.

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The following table summarizes transactions with related parties:

(US$ Millions) Sep 30, 2015 Dec 31, 2014

Balances outstanding with related parties: Participating loan interests $ 574 $ 609Loans and notes receivable(1) 70 82Receivables and other assets 26 143Property-specific debt obligations (420) (491)Corporate debt obligations (680) (570)Other liabilities (269) (174)Capital securities held by Brookfield Asset Management (1,250) (1,250)Preferred shares held by Brookfield Asset Management (25) (25)

(1) Includes a $70 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 Australianportfolio or the maturity of the participating loan interests.

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014

Transactions with related parties: Commercial property revenue(1) $ 6 $ 3 $ 14 $ 10Participating loan interests (including fair value gains, net) 31 24 91 67Interest expense 19 4 44 12Interest on capital securities held by Brookfield Asset Management 19 19 58 57General and administrative expense(2) 53 44 153 126Construction costs(3) 78 55 216 144

(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 our private funds, and administrative services.(3) Includes amounts paid to Brookfield Asset Management and its subsidiaries for construction costs of development properties.

During the third quarter of 2015, the partnership sold an office development project in São Paulo, Brazil to a subsidiary of Brookfield Asset Management, thepartnership's ultimate parent company. The consideration received was $109 million, based on a third-party valuation performed on the property. Upon close of the transaction, thepartnership recognized $63 million of realized fair value losses, primarily as a result of movements in the Brazilian Real to U.S. Dollar exchange rate from the date of acquisitionand any interim capital contributions during the construction process.

On June 5, 2015, 9165789 Canada Inc. acquired $12 million of voting preferred shares of an indirect subsidiary of the partnership, BOP Management Holdings Inc.,representing a 60% voting interest. 9165789 Canada Inc. was formed by BPO and 16 individuals who are senior officers of BPO and other Brookfield Asset Managementsubsidiaries, who were given the opportunity to invest in 9165789 Canada Inc. as part of the partnership's goal of retaining its top executives and aligning executives’ interests withthose of the partnership. The senior officers acquired an aggregate of $2 million of common shares of 9165789 Canada Inc. for investment purposes in exchange for cash in anamount equal to the fair value of the shares. BPO also holds a $10 million non-voting preferred share interest in 9165789 Canada Inc. BOP Management Holdings Inc. indirectlyowns 33% of BPO’s economic interest in DTLA and an interest in BPO’s U.S. asset management and certain promote fee streams.

On February 18, 2015, Brookfield Global FM Limited Partnership (“FM Co.”) sold its interest in Brookfield Johnson Controls Australia and Brookfield JohnsonControls Canada to a subsidiary of Brookfield Asset Management. FM Co. is accounted for in accordance with the equity method as an investment in associate.

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PART IV – ADDITIONAL INFORMATIONCRITICAL ACCOUNTING POLICIES, ESTIMATES, AND JUDGEMENTSUSE OF ESTIMATES

The preparation of our financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities,disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our estimates arebased on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of our ongoing evaluation of these estimatesforms the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from othersources. Actual results may differ from these estimates under different assumptions.

For further reference on accounting policies and critical judgments and estimates, see our significant accounting policies contained in Note 2 to the December 31, 2014consolidated financial statements.

TREND INFORMATIONWe will seek to increase the cash flows from our office and retail property activities through continued leasing activity as described below. In particular, we are operating

below our historical office occupancy level in the United States, which provides the opportunity to expand cash flows through higher occupancy. In addition, we believe that mostof our markets have favorable outlooks, which we believe also provides an opportunity for strong growth in lease rates. We do, however, still face a meaningful amount of officelease rollover in 2015 and 2016, which may restrain FFO growth from this part of our portfolio in the near future. Our beliefs as to the opportunities for our partnership to increaseits occupancy levels, lease rates and cash flows are based on assumptions about our business and markets that management believes are reasonable in the circumstances. There canbe no assurance as to growth in occupancy levels, lease rates or cash flows. See “Statement Regarding Forward-looking Statements And Use Of Non-IFRS Measures”.

Transaction activity is picking up across our global real estate markets and we are considering a number of different opportunities to acquire single assets, developmentsites and portfolios at attractive returns. In our continued effort to enhance returns through capital reallocation, we are also looking to divest all of, or a partial interest in, a number ofmature assets to capitalize on existing market conditions.

Given the small amount of new office and retail development that occurred over the last decade and the near total development halt during the global financial crisis, wesee an opportunity to advance our development inventory in the near term in response to demand we are seeing in our major markets. In addition, we continue to reposition andredevelop existing retail properties, in particular, a number of the highest performing shopping centers in the United States.

OFF-BALANCE SHEET ARRANGEMENTSWe do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in

financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. CONTROLS AND PROCEDURESINTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes made in our internal control over financial reporting that have occurred during the nine months ended September 30, 2015, that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Corporate Information

CORPORATE PROFILEBrookfield Property Partners is one of the world’s largest commercial real estate companies, with over $65 billion in total assets. We are leading owners, operators and

investors in commercial property assets, with a diversified portfolio that includes over 130 premier office properties and over 150 best-in-class retail malls around the world. Wealso hold interests in multifamily, triple net lease, industrial and hospitality assets. Brookfield Property Partners is listed on the New York and Toronto stock exchanges. Furtherinformation is available at www.brookfieldpropertypartners.com. Important information may be disseminated exclusively via the website; investors should consult the site to accessthis information.

Brookfield Property Partners is the flagship listed real estate company of Brookfield Asset Management, a leading global alternative asset manager with over $200 billionof assets under management.

BROOKFIELD PROPERTY PARTNERS73 Front Street, 5th FloorHamilton, HM 12BermudaTel: (441) 294-3309www.brookfieldpropertypartners.com

UNITHOLDERS INQUIRIESBrookfield Property Partners welcomes inquiries from Unitholders, analysts, media representatives and other interested parties. Questions relating to investor relations or

media inquiries can be directed to Matt Cherry, Vice President, Investor Relations and Communications at (212) 417-7488 or via e-mail at matthew.cherry@brookfield.com.Inquiries regarding financial results can be directed to Bryan Davis, Chief Financial Officer at (212) 417-7166 or via e-mail at bryan.davis@brookfield.com. Unitholder questionsrelating to distributions, address changes and unit certificates should be directed to the partnership’s transfer agent, CST Trust Company, as listed below.

CST TRUST COMPANYBy mail: P.O. Box 4229

Station AToronto, Ontario, M5W 0G1

Tel: (416) 682-3860; (800) 387-0825Fax: (888) 249-6189E-mail: inquiries@canstockta.comWeb site: www.canstockta.com

COMMUNICATIONSWe strive to keep our Unitholders updated on our progress through a comprehensive annual report, quarterly interim reports and periodic press releases.

Brookfield Property Partners maintains a website, www.brookfieldpropertypartners.com, which provides access to our published reports, press releases, statutory filings,supplementary information and unit and distribution information as well as summary information on the partnership.

We maintain an investor relations program and respond to inquiries in a timely manner. Management meets on a regular basis with investment analysts and Unitholders toensure that accurate information is available to investors.

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Brookfield Property Partners L.P.

Condensed consolidated financial statements (unaudited)As at September 30, 2015 and December 31, 2014 and

for the three and nine months ended September 30, 2015 and 2014

1

Brookfield Property Partners L.P.Condensed Consolidated Balance SheetsUnaudited As at(US$ Millions) Note Sep 30, 2015 Dec 31, 2014

Assets Non-current assets Investment properties 4 $ 43,668 $ 41,141Equity accounted investments 5 15,341 10,356Participating loan interests 6 574 609Hospitality assets 7 6,254 2,478Other non-current assets 8 2,103 4,017Loans and notes receivable 9 216 209

68,156 58,810

Current assets Loans and notes receivable 9 5 117Accounts receivable and other 10 1,141 3,125Cash and cash equivalents 1,188 1,282

2,334 4,524

Assets held for sale 11 525 2,241

Total assets $ 71,015 $ 65,575

Liabilities and equity Non-current liabilities Debt obligations 12 $ 22,310 $ 23,879Capital securities 13 3,598 3,535Other non-current liabilities 338 646Deferred tax liabilities 2,507 2,639

28,753 30,699

Current liabilities Debt obligations 12 9,261 3,127Capital securities 13 428 476Accounts payable and other liabilities 15 2,582 1,753

12,271 5,356

Liabilities associated with assets held for sale 11 303 1,221

Total liabilities 41,327 37,276

Equity Limited partners 16 7,156 6,586General partner 16 5 5Non-controlling interests attributable to:

Redeemable/exchangeable and special limited partnership units 16,17 13,766 13,147Limited partnership units of Brookfield Office Properties Exchange LP 16,17 298 470Interests of others in operating subsidiaries and properties 17 8,463 8,091

Total equity 29,688 28,299

Total liabilities and equity $ 71,015 $ 65,575

See accompanying notes to the condensed consolidated financial statements.

2

Brookfield Property Partners L.P.Condensed Consolidated Income StatementsUnaudited Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions, except per unit amounts) Note 2015 2014 2015 2014Commercial property revenue 18 $ 805 $ 746 $ 2,396 $ 2,211Hospitality revenue 363 236 897 775Investment and other revenue 19 99 116 293 417

Total revenue 1,267 1,098 3,586 3,403Direct commercial property expense 20 333 314 968 959Direct hospitality expense 21 240 191 642 606Investment and other expense 54 58 114 93Interest expense 397 298 1,137 893Depreciation and amortization 22 45 37 122 113General and administrative expense 23 174 90 406 269

Total expenses 1,243 988 3,389 2,933Fair value gains, net 24 245 781 1,252 2,363Share of net earnings from equity accounted investments 5 238 257 1,051 786

Income before income taxes 507 1,148 2,500 3,619Income tax expense (benefit) 14 72 105 (109) 794

Net income $ 435 $ 1,043 $ 2,609 $ 2,825

Net income attributable to: Limited partners $ 75 $ 335 $ 747 $ 664General partner — — — —Non-controlling interests attributable to:

Redeemable/exchangeable and special limited partnership units 117 600 1,258 1,501Limited partnership units of Brookfield Office Properties Exchange LP 1 43 47 77Interests of others in operating subsidiaries and properties 242 65 557 583

Total $ 435 $ 1,043 $ 2,609 $ 2,825

Net income per LP Unit: Basic 16 $ 0.25 $ 1.37 $ 2.62 $ 3.43Diluted 16 $ 0.25 $ 1.25 $ 2.54 $ 3.26

See accompanying notes to the condensed consolidated financial statements.

3

Brookfield Property Partners L.P.Condensed Consolidated Statements of Comprehensive Income (Loss)Unaudited Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) Note 2015 2014 2015 2014

Net income $ 435 $ 1,043 $ 2,609 $ 2,825Other comprehensive (loss) income: 26

Foreign currency translation (405) (372) (897) (236)Cash flow hedges (74) (2) (55) (93)Available-for-sale securities 1 1 4 4Equity accounted investments (36) (72) 54 (19)

Total other comprehensive (loss) income (514) (445) (894) (344)

Total comprehensive (loss) income $ (79) $ 598 $ 1,715 $ 2,481

Comprehensive income attributable to:

Limited partners Net income $ 75 $ 335 $ 747 $ 664Other comprehensive (loss) income (104) (112) (162) (83)

(29) 223 585 581

Non-controlling interests Redeemable/exchangeable and special limited partnership units

Net income 117 600 1,258 1,501Other comprehensive (loss) income (175) (200) (274) (187)

(58) 400 984 1,314Limited partnership units of Brookfield Office PropertiesExchange LP

Net income 1 43 47 77Other comprehensive (loss) income (6) (14) (10) (10)

(5) 29 37 67

Interests of others in operating subsidiaries and properties Net income 242 65 557 583Other comprehensive (loss) income (229) (119) (448) (64)

13 (54) 109 519

Total comprehensive (loss) income $ (79) $ 598 $ 1,715 $ 2,481

See accompanying notes to the condensed consolidated financial statements.

4

Brookfield Property Partners L.P.Condensed Consolidated Statements of Changes in Equity Limited partners General partner Non-controlling interests

Unaudited(US$ Millions) Capital

Retainedearnings

OwnershipChanges

Accumulatedother

comprehensive(loss) income

Limitedpartnersequity Capital

Retainedearnings

Accumulatedother

comprehensive(loss) income

General partnerequity

Redeemable /exchangeable

and speciallimited

partnershipunits

Limitedpartnership

units ofBrookfield

OfficeProperties

Exchange LP

Interests ofothers inoperating

subsidiariesand

properties Total equity

Balance as at Dec 31, 2014 $ 5,612 $ 1,010 $ 125 $ (161) $ 6,586 $ 4 $ 1 $ — $ 5 $ 13,147 $ 470 $ 8,091 $ 28,299

Net income — 747 — 747 — — — — 1,258 47 557 2,609

Other comprehensive (loss) — — — (162) (162) — — — — (274) (10) (448) (894)

Total comprehensive income (loss) — 747 — (162) 585 — — — — 984 37 109 1,715

Distributions — (207) — — (207) — — — — (348) (12) (662) (1,229)

Issuance / repurchase of interests inoperating subsidiaries — (8) — — (8) — — — — (14) — 925 903

Exchange of exchangeable units 202 — 1 (3) 200 — — — — (3) (197) — —

Balance as at Sep 30, 2015 $ 5,814 $ 1,542 $ 126 $ (326) $ 7,156 $ 4 $ 1 $ — $ 5 $ 13,766 $ 298 $ 8,463 $ 29,688

Balance as at Dec 31, 2013 $ 2,470 $ 62 $ — $ (4) $ 2,528 $ 4 $ — $ — $ 4 $ 11,092 $ — $ 11,366 $ 24,990

Net income — 664 — — 664 — — — — 1,501 77 583 2,825

Other comprehensive (loss) — — — (83) (83) — — — — (187) (10) (64) (344)

Total comprehensive income — 664 — (83) 581 — — — — 1,314 67 519 2,481

Distributions — (141) — — (141) — — — — (328) (16) (1,523) (2,008)

Issuance / repurchase of interest inoperating subsidiaries 2,322 — 430 (69) 2,683 — — — — (50) 1,040 (4,044) (371)

Exchange of exchangeable units 109 8 18 (4) 131 — — — — 256 (387) — —

Balance as at Sep 30, 2014 $ 4,901 $ 593 $ 448 $ (160) $ 5,782 $ 4 $ — $ — $ 4 $ 12,284 $ 704 $ 6,318 $ 25,092

See accompanying notes to the condensed consolidated financial statements.

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Brookfield Property Partners L.P.Condensed Consolidated Statements of Cash FlowsUnaudited Nine Months Ended Sep 30, (US$ Millions) Note 2015 2014

Operating activities Net income $ 2,609 $ 2,825Share of equity accounted earnings, net of distributions (851) (307)Fair value (gains) losses, net 24 (1,252) (2,363)Deferred income tax (benefit) expense 14 (154) 788Depreciation and amortization 22 122 113Working capital and other 98 (647)

572 409

Financing activities Debt obligations, issuance 8,645 7,673Debt obligations, repayments (5,262) (5,405)Non-controlling interests, issued 1,393 1,009Non-controlling interests, purchased (295) (1,538)Repurchases of limited partnership units (11) —Distributions to non-controlling interests in operating subsidiaries (662) (1,235)Distributions to limited partnership unitholders (207) (141)Distributions to redeemable/exchangeable and special limited partnership unitholders (348) (328)Distributions to holders of Brookfield Office Properties Exchange LP units (12) (16)

3,241 19

Investing activities Investment properties and subsidiaries, proceeds of dispositions 1,406 1,242Property acquisitions and capital expenditures (6,598) (1,801)Investment in equity accounted investments (1,997) (397)Proceeds from sale and distributions of equity accounted investments and participating loan interests 955 231

Financial assets, proceeds of dispositions 98 1,185Financial assets, acquisitions — (1,035)Foreign currency hedges of net investments 410 —Other property, plant and equipment investments, net of dispositions (24) 128Cash acquired in business combinations 85 —Restricted cash and deposits 1,814 (18)

(3,851) (465)

Cash and cash equivalents Net change in cash and cash equivalents during the period (38) (37)Effect of exchange rate fluctuations on cash and cash equivalents held in foreign currencies (56) (27)Balance, beginning of period 1,282 1,368

Balance, end of period $ 1,188 $ 1,304

Supplemental cash flow information Cash paid for:

Income taxes $ 68 $ 58Interest (excluding dividends on capital securities) $ 1,064 $ 825

See accompanying notes to the condensed consolidated financial statements.

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Brookfield Property Partners L.P.Notes to the Condensed Consolidated Financial StatementsNOTE 1. ORGANIZATION AND NATURE OF THE BUSINESSBrookfield 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 datedJanuary 3, 2013, as amended and restated on August 8, 2013. BPY is a subsidiary of Brookfield Asset Management Inc. (“Brookfield Asset Management” or the “parentcompany”) 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 globalbasis.

The partnership’s sole material asset at September 30, 2015 is a 38% managing general partnership unit interest in Brookfield Property L.P. (the “operating partnership”), whichholds the partnership’s interest in commercial and other income producing property operations. The partnership’s limited partnership units (“BPY Units” or “LP Units”) are listedand publicly traded on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the symbols ‘‘BPY’’ and ‘‘BPY.UN’’, respectively.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESa) Statement of complianceThe 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 (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain information and footnote disclosuresnormally included in the consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB, have beenomitted or condensed.

These condensed consolidated financial statements as of and for the three and nine months ended September 30, 2015 were approved and authorized for issue by the Board ofDirectors of the partnership on November 4, 2015. b) Basis of presentationThe interim condensed consolidated financial statements are prepared using the same accounting policies and methods as those used in the consolidated financial statements for theyear ended December 31, 2014. Consequently, the information included in these interim condensed consolidated financial statements should be read in conjunction with theconsolidated financial statements and accompanying notes included in the partnership’s annual report on Form 20-F for the year ended December 31, 2014.

The interim condensed consolidated financial statements are unaudited and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion ofmanagement, necessary for a fair statement of results for the interim periods presented in accordance with IFRS. The results reported in these interim condensed consolidatedfinancial 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 unlessotherwise indicated.

c) EstimatesThe preparation of the partnership’s interim condensed consolidated financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates andassumptions. It also requires management to exercise judgment in applying the partnership’s accounting policies. The accounting policies and critical estimates and assumptionshave been set out in Note 2, Summary of Significant Accounting Policies, to the partnership’s consolidated financial statements for the year ended December 31, 2014 and have beenconsistently applied in the preparation of the interim condensed consolidated financial statements as of and for the three and nine months ended September 30, 2015.

NOTE 3. BUSINESS ACQUISITIONS AND COMBINATIONSThe partnership accounts for business combinations using the acquisition method of accounting under IFRS 3, Business Combinations (“IFRS 3”), pursuant to which the cost ofacquiring a business is allocated to its identifiable tangible and intangible assets and liabilities on the basis of the estimated fair values at the date of acquisition. Financial results ofeach transaction are included within the partnership’s condensed consolidated statements of income from the dates of each acquisition.

As of the date the September 30, 2015 condensed consolidated financial statement were approved for issuance, the partnership was still in the process of reviewing the purchaseprice allocation for the December 2014 acquisition of office parks in India (“Candor Office Parks”). Accordingly, the acquired assets and assumed liabilities are still being carriedon a provisional basis on the partnership's condensed consolidated balance sheet and may be adjusted retrospectively in future reporting periods in accordance with IFRS 3.

In August 2015, the partnership acquired 100% of the voting equity interests in Associated Estates Realty Corp. (“Associated Estates”) for consideration of $2,559 million. Theacquisition was funded with $1,007 million in cash contributed by funds sponsored by Brookfield Asset Management with the remainder funded through debt financing. Includedin the consideration paid was $873 million which was used to repay all of the existing debt obligations that were outstanding immediately prior to the acquisition. At the date thepartnership’s consolidated financial statements were approved for issuance, the valuations of investment properties and property debt obligations were still under evaluation by thepartnership. Accordingly, they have been accounted for on a provisional basis and may be adjusted retrospectively in future periods in accordance with IFRS 3.

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Also in August 2015, the partnership acquired 99% of the voting equity interests in Center Parcs Group (“Center Parcs UK”) for consideration of $1,943 million. The acquisitionwas funded with $245 million in cash from the partnership and $541 million in cash contributed by funds sponsored by Brookfield Asset Management with the remainder fromdebt financing. At the date the partnership’s consolidated financial statements were approved for issuance, valuations of hospitality properties and intangible assets, as well asdeferred income taxes were still under evaluation by the partnership. Accordingly, they have been accounted for on a provisional basis and may be adjusted retrospectively in futureperiods in accordance with IFRS 3.

The following table summarizes the impact of significant business combinations during the nine months ended September 30, 2015:

(US$ Millions) Associated Estates Center Parcs UK Other TotalInvestment properties $ 2,496 $ — $ 370 $ 2,866Hospitality assets — 3,976 — 3,976Accounts receivable and other 116 287 12 415Cash and cash equivalents 10 72 3 85Total assets 2,622 4,335 385 7,342

Less: Debt obligations — (2,105) (5) (2,110)Accounts payable and other (61) (282) (32) (375)Non-controlling interests(1) (2) (5) (8) (15)Net assets acquired $ 2,559 $ 1,943 $ 340 $ 4,842Consideration(2) $ 2,559 $ 1,943 $ 338 $ 4,840Transaction costs $ 43 $ 5 $ 2 $ 50(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

In the period from each acquisition date to September 30, 2015, the partnership recorded revenue and net income in connection with these acquisitions of approximately $157million and nil, respectively. If the acquisitions had occurred on January 1, 2015, the partnership's total revenue and net income would have been $4,214 million and $2,587 million,respectively, for the nine months ended September 30, 2015.

Acquisition-related transaction costs, which primarily relate to legal and consulting fees, are expensed as incurred in accordance with IFRS 3 and included in general andadministrative expense on the condensed consolidated statements of income.

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NOTE 4. INVESTMENT PROPERTIESThe 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 monthsended September 30, 2015 and the year ended December 31, 2014:

Nine months ended Sep 30, 2015 Year ended Dec 31, 2014

(US$ Millions)Commercial

propertiesCommercial

developments TotalCommercial

propertiesCommercial

developments Total

Balance, beginning of period $ 37,789 $ 3,352 $ 41,141 $ 31,679 $ 2,474 $ 34,153Changes resulting from: Property acquisitions 2,966 64 3,030 8,080 26 8,106 Capital expenditures 655 944 1,599 821 881 1,702Property dispositions(1) (295) (207) (502) (2,512) (200) (2,712)Fair value gains, net 1,157 204 1,361 2,781 289 3,070Reclassifications to assets held for sale (1,198) (1) (1,199) (2,173) — (2,173)Foreign currency translation (1,642) (294) (1,936) (1,026) (150) (1,176)Other changes 287 (113) 174 139 32 171Balance, end of period $ 39,719 $ 3,949 $ 43,668 $ 37,789 $ 3,352 $ 41,141

(1) 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 fromfuture leases reflecting market conditions at the applicable balance sheet dates, less future cash outflows in respect of such leases. Investment property valuations are generallycompleted 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 yearsincluding 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 capitalizationrate is applied to estimated current year cash flows, or where appropriate, normalized cash flows. In determining the appropriateness of the methodology applied, the partnershipconsiders industry standards for the valuation methodologies used in each of the partnership's operating segments. See the table below for further information on what valuationmethod the partnership uses for its asset classes.

Where available, the partnership determines the fair value of commercial properties based on recent sales of similar properties in the same location and condition and subject to asimilar leasing profile. Where comparable current sales in an active market do not exist, the partnership generally considers information from a variety of sources, including: i) eitherof the two accepted income approaches described above; ii) recent prices of similar properties in less active markets, with adjustments to reflect any change in economic conditionssince the date of the observed transactions that occurred at those prices, including market rents and discount or capitalization rates; and iii) current prices in an active market forproperties of a different nature, condition or location, including differences in leasing and other contracts. In certain cases, these sources will suggest different conclusions about thefair value of an investment property. In such cases, the partnership considers the reasons for any such differences in validating the most reliable estimate of fair value. Givingconsideration to the unique characteristics of each property, the most reliable estimate of fair value is generally derived by one of the two accepted income approaches.

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 phasesare 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. Thepartnership generally does not measure or record its properties based on valuations prepared by external valuation professionals.

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

Sep 30, 2015 Dec 31, 2014

Consolidated Properties Primary valuation method Discount rate

Terminalcapitalization

rateInvestment

horizon (yrs) Discount rateTerminal

capitalization rateInvestment horizon

(yrs)

Office United States Discounted cash flow 7.0% 5.8% 10 7.1% 5.9% 10 Canada Discounted cash flow 6.2% 5.6% 10 6.3% 5.6% 11 Australia Discounted cash flow 7.9% 6.2% 10 8.3% 6.8% 10 Europe Discounted cash flow 6.6% 5.2% 11 6.8% 5.1% 10 Brazil Discounted cash flow 9.0% 7.5% 10 8.5% 7.5% 10

India Discounted cash flow 14.0% 10.4% 10 n/a n/a n/aRetail Brazil Discounted cash flow 9.8% 7.2% 10 9.2% 7.1% 10Industrial Discounted cash flow 7.6% 6.9% 9 7.9% 7.3% 10Multifamily(1) Direct capitalization 5.0% n/a n/a 5.4% n/a n/aTriple Net Lease(1) Direct capitalization 6.2% n/a n/a 6.6% n/a n/a

(1)The valuation method used to value multifamily and triple net lease properties is the direct capitalization method. The rates presented as the discount rate relate to the overall implied capitalization rate. Theterminal capitalization rate and investment horizon are not applicable.

Sep 30, 2015 Dec 31, 2014

Equity AccountedInvestments Primary valuation method Discount rate

Terminalcapitalization

rateInvestment

horizon (yrs) Discount rateTerminal

capitalization rateInvestment horizon

(yrs)

Office United States Discounted cash flow 6.4% 5.4% 9 6.4% 5.4% 9 Australia Discounted cash flow 7.7% 6.6% 10 8.3% 7.0% 10 Europe(1) Discounted cash flow 4.9% 5.2% 10 n/a n/a n/aRetail United States Discounted cash flow 7.6% 5.9% 10 7.4% 5.8% 10Industrial Discounted cash flow 7.1% 6.5% 9 7.2% 6.6% 10Multifamily(2) Direct capitalization 5.5% n/a n/a 5.5% n/a n/a

(1) Certain European properties accounted under the equity method are valued using both discounted cash flow and yield models. For comparative purposes, the discount and terminal capitalization rates andinvestment horizons calculated under the discounted cash flow method are presented in the table above.

(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 capitalizationrate and investment horizon are not applicable.

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NOTE 5. EQUITY ACCOUNTED INVESTMENTSThe partnership has investments in joint arrangements that are joint ventures, as well as investments in associates. Joint ventures hold either portfolios or individual commercialproperties and developments that the partnership owns together with co-owners where decisions relating to the relevant activities of the joint venture require the unanimous consentof the co-owners. Associates are entities over which the partnership has significant influence but does not have the ability to exercise 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, are presented as follows:

Proportion of OwnershipInterests/ Voting Rights Held

by the Partnership Carrying Value

(US$ Millions) Principal ActivityPrincipal Place ofBusiness Sep 30, 2015 Dec 31, 2014 Sep 30, 2015 Dec 31, 2014

Joint Ventures Stork Holdco LP ("Stork")(1) Property holding company United Kingdom 50% n/a $ 3,272 $ —245 Park Avenue, New York Property holding company United States 51% 51% 746 708Grace Building, New York Property holding company United States 50% 50% 586 538Brookfield D.C. Office Partners LLC ("D.C. Fund"),Washington, D.C.

Property holding company United States 51% n/a 316 —

E&Y Complex, Sydney Property holding company Australia 50% 50% 201 21875 State Street, Boston Property holding company United States 51% n/a 150 —Republic Plaza Property holding company United States 50% 50% 122 112Other Various Various 10%-90% 12%-83% 1,264 1,056

6,657 2,632

Associates General Growth Properties, Inc. ("GGP") Real Estate Investment Trust United States 29% 29% 7,196 6,887China Xintiandi ("CXTD") Property holding company China 22% n/a 564 —Rouse Properties, Inc. (“Rouse”) Real Estate Investment Trust United States 33% 34% 403 408Diplomat Resort and Spa ("Diplomat") Property holding company United States 90% 90% 209 210Other Various Various 23%-49% 23%-49% 312 219

8,684 7,724

Total $ 15,341 $ 10,356(1) Stork is the joint venture through which the partnership acquired Canary Wharf Group plc (“Canary Wharf”).

During the first quarter of 2015, the partnership formed a joint venture, Stork, that acquired Songbird Estates plc, which prior to the transaction owned approximately 69% ofCanary Wharf, and that acquired the remaining equity interests in Canary Wharf held by the partnership and other investors. The partnership contributed cash of $1,527 million andits 22% equity interest in Canary Wharf to the joint venture for a 50% equity interest therein. The partnership has joint control over Stork and, through Stork, the underlyinginvestment in Canary Wharf, as Stork’s governing documents require that directors appointed by each investor jointly direct the relevant activities.

During the second quarter of 2015, the partnership formed the D.C. Fund by contributing 650 Massachusetts Avenue, 77K Street, 799 9th Avenue and interests in five propertiesformerly held in the US Office Fund (1400K Street, 1200K Street, 1250 Connecticut Avenue, Bethesda Crescent and the Victor Building) from its Washington, D.C. portfolio. TheUS Office Fund consists of a portfolio of office properties in New York, Washington, D.C., Houston and Los Angeles and is led and managed by Brookfield Office PropertiesInc. ("BPO"), which has an 84% interest in the fund. An institutional investor in the US Office Fund also contributed its share of the US Office Fund assets mentioned above to theD.C. Fund. The partnership sold an interest in the D.C. Fund for proceeds of approximately $250 million and initially recognized a 51% equity accounted investment at its fair valueof $305 million less a $26 million note payable and capital securities of $39 million, both held by the US Office Fund investor, which are both convertible into equity interests in theD.C. Fund. The partnership retained a 40% economic ownership in the D.C. Fund.

During the third quarter of 2015, the partnership converted its interest in preferred shares of CXTD into common shares of the entity. As of September 30, 2015, the carrying valuefor the investment in CXTD was $564 million and is being accounted for under the equity method as an associate. The investment was previously accounted for as a financial assetmeasured at fair value through profit and loss ("FVTPL").

Also during the third quarter of 2015, the partnership acquired a 50/50 joint venture interest in a portfolio of hotels in Germany, which is accounted for under the equity methodwith a carrying amount of $163 million as of September 30, 2015. The partnership had previously held loan notes on this portfolio, which were recorded within loans and notesreceivable on the condensed consolidated balance sheets of the partnership. In connection with the acquisition, certain of the notes were repaid in full.

The fair value of the common shares of GGP held by the partnership based on the trading price of GGP common stock as of September 30, 2015 was $6,632 million(December 31, 2014 - $7,183 million). The fair value of the common shares of Rouse held by the partnership based on the trading price of Rouse common stock as ofSeptember 30, 2015 was $302 million (December 31, 2014 - $359 million).

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

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The following table presents the change in the balance of the partnership’s equity accounted investments as of September 30, 2015 and December 31, 2014:

Nine months

ended Year ended(US$ Millions) Sep 30, 2015 Dec 31, 2014Equity accounted investments, beginning of period $ 10,356 $ 9,281Additions, net of disposals 4,188 275Share of net income 1,051 1,366Distributions received (200) (549)Foreign currency translation (125) (44)Other 71 27Equity accounted investments, end of period $ 15,341 $ 10,356

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

(US$ Millions) Sep 30, 2015 Dec 31, 2014Non-current assets $ 77,845 $ 53,626Current assets 4,407 2,521Total assets 82,252 56,147Non-current liabilities 36,871 23,572Current liabilities 3,384 2,283Total liabilities 40,255 25,855Net assets 41,997 30,292Partnership's share of net assets $ 15,341 $ 10,356

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Revenue $ 1,428 $ 1,116 $ 3,925 $ 3,129Expenses 802 825 2,403 1,770Income before fair value gains, net 626 291 1,522 1,359Fair value gains, net 121 423 1,378 1,041Net income 747 714 2,900 2,400Partnership's share of net earnings $ 238 $ 257 $ 1,051 $ 786

NOTE 6. PARTICIPATING LOAN INTERESTSParticipating 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 andare accounted for as loans and receivables and held at amortized cost on the condensed consolidated balance sheets. The instruments, which are receivable from a wholly-ownedsubsidiary 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 intodirect 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 valueName of Property Sep 30, 2015 Dec 31, 2014 Sep 30, 2015 Dec 31, 2014Darling Park Complex, Sydney 30% 30% $ 181 $ 155IAG House, Sydney 50% 50% 89 103Bourke Place Trust, Melbourne 43% 43% 150 168Jessie Street, Sydney 100% 100% 132 153Infrastructure House, Canberra 100% 100% 22 30

Total participating loan interests $ 574 $ 609

Included in the balance of participating loan interests is an embedded derivative representing the partnership’s right to participate in the changes in the fair value of the referencedproperties. The embedded derivative is measured at fair value with changes in fair value reported through earnings in fair value gains, net in the condensed consolidated statementsof income. As of September 30, 2015, the carrying value of the embedded derivative is $92 million (December 31, 2014 - $43 million).

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For the three and nine months ended September 30, 2015, the partnership recognized interest income on the participating loan interests of $10 million (2014 - $13 million) and $31million (2014 - $40 million), respectively, and fair value gains of $21 million (2014 - $11 million) and $60 million (2014 - $27 million), respectively.

Summarized financial information in respect of the properties underlying the partnership’s investment in participating loan interests is set out below:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Non-current assets $ 1,978 $ 2,050Current assets 3 35Total assets 1,981 2,085Non-current liabilities 578 821Current liabilities 137 20Total liabilities 715 841Net assets $ 1,266 $ 1,244

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Revenues $ 41 $ 49 $ 120 $ 153Expenses 20 25 55 74Earnings before fair value gains, net 21 24 65 79Fair value gains, net 69 18 195 38Net earnings $ 90 $ 42 $ 260 $ 117

NOTE 7. HOSPITALITY ASSETSConsolidated hospitality assets primarily consist of the partnership’s interests in Paradise Island Holdings Limited (“Atlantis”) and BREF HR, LLC (“Hard Rock Hotel andCasino”), as well as in Center Parcs UK, which was acquired during the third quarter of 2015. Hospitality assets are presented on a cost basis, net of accumulated fair value changesand accumulated depreciation. Accumulated fair value changes include unrealized revaluations of hospitality assets using the revaluation method, which are recorded in revaluationsurplus as a component of equity, as well as unrealized impairment losses recorded in net income. The partnership determines the fair value of these assets using internal valuationson an annual basis as of December 31 by discounting the expected future cash flows.

The following table presents the change to the components of the partnership’s hospitality assets from the beginning of the year:

Nine months

ended Year ended(US$ Millions) Sep 30, 2015 Dec 31, 2014

Cost: Balance, beginning of period $ 2,430 $ 2,569Net acquisitions (dispositions) 3,998 (139)Foreign currency translation (121) —

6,307 2,430Accumulated fair value changes:

Balance, beginning of period 426 129Increase from revaluation — 302Provision for impairment 3 (5)

429 426Accumulated depreciation:

Balance, beginning of period (378) (266)Depreciation (104) (112)

(482) (378)Total hospitality assets $ 6,254 $ 2,478

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NOTE 8. OTHER NON-CURRENT ASSETSThe components of other non-current assets are as follows:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Securities designated as FVTPL $ 55 $ 1,929Derivative assets 1,289 1,424Securities designated as available-for-sale ("AFS") 145 143Goodwill — 78Other 614 443Total other non-current assets $ 2,103 $ 4,017

a) Securities designated as FVTPLAt December 31, 2014, securities designated as FVTPL included the partnership’s 22% common equity interest in Canary Wharf. At September 30, 2015, the partnership's interestin Canary Wharf has been included in equity accounted investments on the condensed consolidated balance sheets through its joint venture interest in Stork, as discussed in Note 5,Equity Accounted Investments.

At December 31, 2014, securities designated as FVTPL also included an investment in convertible preferred equity of CXTD, which was made by an indirect subsidiary of thepartnership, in which the partnership holds an approximate 31% interest. During the third quarter of 2015, the interest was converted into a 22% common equity interest of CXTD.Following this conversion, the partnership's voting interest in CXTD has been included in equity accounted investments on the condensed consolidated balance sheets, as discussedin Note 5, Equity Accounted Investments.

b) Derivative assetsDerivative assets primarily include the carrying amount of warrants to purchase shares of common stock of GGP in the amount of $1,276 million as of September 30, 2015(December 31, 2014 - $1,394 million). The fair value of the GGP warrants as of September 30, 2015 was determined using a Black-Scholes option pricing model, assuming a 2.1year term (December 31, 2014 - 2.9 year term), 64% volatility (December 31, 2014 - 51% volatility), and a risk free interest rate of 0.66% (December 31, 2014 - 1.01%).

c) Securities designated as AFSSecurities designated as AFS represent the partnership’s retained equity interests in 1625 Eye Street in Washington, D.C. and Heritage Plaza in Houston, both property holdingcompanies, that it previously controlled and in which it retained a non-controlling interest following disposition of these properties to third parties. The partnership continues tomanage these properties on behalf of the acquirer but does not exercise significant influence over the relevant activities of the properties. Included in securities designated as AFS atSeptember 30, 2015 are $107 million (December 31, 2014 - $106 million) of securities pledged as security for a loan payable to the issuer in the amount of $92 million(December 31, 2014 - $92 million) recognized in other non-current financial liabilities.

d) GoodwillGoodwill is attributable to a portfolio premium recognized in connection with the historical purchase of the partnership’s Brazilian retail assets. At the time of purchase, the fairvalue of the portfolio as a whole exceeded that of all portfolio assets. 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. During thesecond quarter of 2015, the partnership recorded an impairment charge relating to the sale of one of the assets in the portfolio ($6 million). As a result of the annual impairment testperformed during the third quarter of 2015, the partnership impaired the remaining portfolio premium balance ($51 million) as a result of the continuing weakness in the Brazilianeconomy and the impact on the valuation of the partnership's retail assets in the country.

e) OtherOther primarily includes the partnership’s finite-lived intangible assets which are presented on a cost basis, net of accumulated amortization and accumulated impairment losses inthe consolidated balance sheets. These intangible assets primarily represent the trademark and licensing assets acquired as part of the acquisitions of Atlantis and Hard Rock Hoteland Casino. In addition, acquisitions during the period relate to the trademark assets recognized in connection with the acquisition of Center Parcs UK during the third quarter of2015. As discussed in Note 3, Business Combinations, the acquired assets, including trademark assets, and assumed liabilities were still under evaluation by the partnership.Accordingly, they have been accounted for on a provisional basis and may be adjusted retrospectively in future reporting periods in accordance with IFRS 3. Intangible assets withindefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, or whenever there is an indication that the asset may be impaired.

The following table presents a roll forward of the partnership’s finite-lived intangible assets:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Cost $ 409 $ 409Acquisitions 244 —Accumulated amortization (65) (61)Accumulated impairment losses (48) (41)Foreign currency translation (8) —Intangible assets $ 532 $ 307

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NOTE 9. LOANS AND NOTES RECEIVABLELoans and notes receivable primarily represents investments in debt instruments secured by commercial and other income producing real property. Loans and notes receivable arefinancial assets that are carried at amortized cost on the consolidated balance sheets with interest income recognized following the effective interest method on the consolidatedstatements of income. A loan is considered impaired when, based upon current information and events, it is probable that the partnership will be unable to collect all amounts due forboth principal and interest according to the contractual terms of the loan agreement. Loans are evaluated individually for impairment given the unique nature and size of each loan.On a quarterly basis, the partnership’s subsidiaries perform a quarterly review of all collateral properties underlying the loans receivable for each collateralized loan. There is noimpairment of loans and notes receivable for the three and nine months ended September 30, 2015.

NOTE 10. ACCOUNTS RECEIVABLE AND OTHERThe components of accounts receivable and other are as follows:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Accounts receivable(1) $ 370 $ 478Restricted cash and deposits 337 2,121Other current assets 434 526Total accounts receivable and other $ 1,141 $ 3,125

(1) See Note 29, Related Parties, for further discussion.

Restricted cash and deposits are considered restricted when they are subject to contingent rights of third parties that prevent the assets’ use for current purposes.

NOTE 11. HELD FOR SALENon-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 forimmediate sale in its present condition, and the sale is highly probable.

During the first and second quarters of 2015, the partnership disposed of interests in the following office properties that were reclassified as assets held for sale at December 31,2014: Metropolitan Park East & West in Seattle, 1250 Connecticut Avenue, 650 Massachusetts, 77 K Street, 799 9th Street, 1400 K Street, 1200 K Street, Bethesda Crescent, andVictor Building, all of which are located in Washington, D.C., 75 State Street in Boston and 151 Yonge Street in Toronto, as well as a portfolio of multifamily assets in Virginia.

During the second quarter of 2015, the partnership reclassified HSBC Building in Toronto and 99 Bishopsgate in London to assets held for sale. HSBC Building was subsequentlysold during the third quarter of 2015 and the partnership disposed of an 80% interest in 99 Bishopsgate on October 6, 2015.

The following is a summary of the assets and liabilities that were classified as held for sale as of September 30, 2015 and December 31, 2014:

(US$ Millions) Sep 30, 2015 Dec 31, 2014

Assets Investment properties $ 515 $ 2,173 Accounts receivables and other assets 10 68 Assets held for sale 525 2,241

Liabilities Debt obligations 272 1,165Accounts payable and other liabilities 31 56Liabilities associated with assets held for sale $ 303 $ 1,221

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NOTE 12. DEBT OBLIGATIONSThe partnership’s debt obligations include the following:

Sep 30, 2015 Dec 31, 2014

(US$ Millions)Weighted-

Average Rate Debt BalanceWeighted-Average

Rate Debt Balance

Unsecured facilities: Brookfield Property Partners' credit facilities 2.83% $ 2,195 2.68% $ 2,711Brookfield Office Properties' revolving facility 1.95% 934 1.86% 683Brookfield Office Properties' senior unsecured notes 4.17% 262 4.17% 299Brookfield Canada Office Properties revolving facility 2.21% 106 2.73% 159

Funds subscription credit facilities 1.63% 1,403 1.88% 504Subsidiary borrowings 4.29% 186 4.45% 81

Secured debt obligations:

Fixed rate 5.36% 13,266 5.18% 12,296Variable rate 3.64% 13,491 4.38% 11,438

Total debt obligations $ 31,843 $ 28,171

Current 9,261 3,127Non-current 22,310 23,879Debt associated with assets held for sale 272 1,165

Total debt obligations $ 31,843 $ 28,171

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

Sep 30, 2015 Dec 31, 2014

(Millions) U.S. Dollars Local Currency U.S. DollarsLocal

CurrencyU.S. Dollars $ 23,188 $ 23,188 $ 21,490 $ 21,490British Pounds 3,783 £ 2,501 971 £ 624Canadian Dollars 2,384 C$ 3,173 2,682 C$ 3,116Australian Dollars 1,652 A$ 2,355 1,848 A$ 2,261Brazilian Reais 374 R$ 1,485 707 R$ 1,877Euros 258 € 231 280 € 231Indian Rupee 204 ₨ 13,357 193 ₨ 12,313

Total debt obligations $ 31,843 $ 28,171

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NOTE 13. CAPITAL SECURITIESThe partnership has the following capital securities outstanding as of September 30, 2015 and December 31, 2014:

(US$ Millions) Shares OutstandingCumulative

Dividend Rate Sep 30, 2015 Dec 31, 2014

Operating Partnership Class A Preferred Equity Units: Series 1 24,000,000 6.25% $ 530 $ 524Series 2 24,000,000 6.50% 514 510Series 3 24,000,000 6.75% 505 501

Brookfield BPY Holdings Inc. Junior Preferred Shares: Class B Junior Preferred Shares 30,000,000 5.75% 750 750Class C Junior Preferred Shares 20,000,000 6.75% 500 500

BPO Class AAA Preferred Shares: Series G(1) 3,396,451 5.25% 85 85Series H(1) 7,000,000 5.75% 132 150Series J(1) 6,954,756 5.00% 130 150Series K(1) 4,995,414 5.20% 93 107

Brookfield Property Split Corp. ("BOP Split") Senior Preferred Shares: Series 1 953,549 5.25% 23 25Series 2 1,000,000 5.75% 20 22Series 3 934,232 5.00% 19 22Series 4 984,586 5.20% 19 22

Capital Securities – Fund Subsidiaries 706 643

Total capital securities $ 4,026 $ 4,011

Current 428 476Non-current 3,598 3,535

Total capital securities $ 4,026 $ 4,011(1) BPY and its subsidiaries own 1,003,549, 1,000,000, 1,000,000, and 1,004,586 shares of Series G, Series H, Series J, and Series K Class AAA preferred shares of BPO as of September 30, 2015, respectively, which has

been reflected as a reduction in outstanding shares of the BPO Class AAA Preferred Shares.

Cumulative preferred dividends on the BPO Class AAA Preferred Shares and BOP Split Senior Preferred Shares are payable quarterly, as and when declared by the Board ofDirectors of BPO and BOP Split. On November 9, 2015, the Boards of Directors of BPO and BOP Split declared quarterly dividends payable for the BPO Class AAA PreferredShares and BOP Split Senior Preferred Shares.

The Capital Securities – Fund Subsidiaries includes $666 million (December 31, 2014 - $643 million) of equity interests in Brookfield DTLA Holdings LLC (“DTLA”) held by co-investors in the fund 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 thefund 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 atredemption amount.

Capital Securities – Fund Subsidiaries also includes $40 million at September 30, 2015 (December 31, 2014 - nil) 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 anniversarythereafter, 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, 2015, capital securities includes $410 million (December 31, 2014 - $473 million) repayable in Canadian Dollars of C$545 million (December 31, 2014 - C$550million).

NOTE 14. INCOME TAXESThe 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 payableby 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 taxassets and liabilities related to such entities.

The components of income tax expense (benefit) include the following:

Three months ended Sep 30, Nine months ended Sep 30,

(US$ Millions) 2015 2014 2015 2014Current income tax $ 17 $ (34) $ 45 $ 6Deferred income tax 55 139 (154) 788Income tax expense (benefit) $ 72 $ 105 $ (109) $ 794

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The partnership's income tax expense decreased for the three and nine months ended September 30, 2015 as compared to the same periods in the prior year primarily due to areorganization of its interest in certain subsidiaries that occurred in the first quarter of 2015 and lower before tax book income.

NOTE 15. ACCOUNTS PAYABLE AND OTHER LIABILITIESThe components of accounts payable and other liabilities are as follows:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Accounts payable and accrued liabilities $ 1,995 $ 1,592Other liabilities 587 161Total accounts payable and other liabilities $ 2,582 $ 1,753

Included in other liabilities are derivative liabilities with a carrying amount of $432 million at September 30, 2015 (December 31, 2014 - $161 million).

NOTE 16. EQUITYThe partnership’s capital structure is comprised of five classes of partnership units: general partnership units (“GP Units”) and LP Units, redeemable/exchangeable partnership unitsof the operating partnership (“Redeemable/Exchangeable Partnership Units”), special limited partnership units of the operating partnership (“Special LP Units”), and limitedpartnership units of Brookfield Office Properties Exchange LP (“Exchange LP Units”).

a) General and limited partnership equityGP Units entitle the holder to the right to govern the financial and operating policies of the partnership. The managing general partner of BPY is Brookfield Property PartnersLimited (the “general partner”), a wholly-owned subsidiary of Brookfield Asset Management.

LP Units entitle the holder to their proportionate share of distributions and are listed and publicly traded on the NYSE and the TSX. Each LP Unit entitles the holder thereof to onevote 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 willonly 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, 2015 Dec 31, 2014 Sep 30, 2015 Dec 31, 2014Outstanding, beginning of period 139 139 254,080 102,522Issued on March 20, April 1, and June 9, 2014 for the acquisition of incremental BPO shares — — — 124,637Exchange LP Units exchanged — — 8,690 27,011Distribution Reinvestment Program — — 150 133Issued under unit-based compensation plan 30 —Repurchase of LP Units — — (500) (223)Outstanding, end of period 139 139 262,450 254,080

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

Redeemable/Exchangeable Partnership UnitsThe Redeemable/Exchangeable Partnership Units are non-voting limited partnership interests in the operating partnership and have the same economic attributes in all respects as theLP Units. Beginning on April 15, 2015, the Redeemable/Exchangeable Partnership Units may, at the option of the holder, be redeemed in whole or in part, for cash in an amountequal to the market value of one of the LP Units multiplied by the number of units to be redeemed (subject to certain adjustments). This right is subject to the partnership’s right, atits sole discretion, to elect to acquire any unit presented for redemption in exchange for one LP Unit (subject to certain customary adjustments). If the partnership elects not toexchange the Redeemable/Exchangeable Partnership Units for LP Units, the Redeemable/Exchangeable Partnership Units are required to be redeemed for cash. TheRedeemable/Exchangeable Partnership Units provide the holder the direct economic benefits and exposures to the underlying performance of the partnership and accordingly to thevariability of the distributions of the operating partnership, whereas the partnership’s unitholders have indirect access to the economic benefits and exposures of the operatingpartnership through direct ownership interest in the partnership which owns a direct interest in the managing general partner units of the operating partnership. There were 432,649,105 Redeemable/Exchangeable Partnership Units outstanding at September 30, 2015 and December 31, 2014.

Special limited partnership unitsBrookfield 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 itsownership of the Special LP Units.

There were 4,759,997 Special LP Units outstanding at September 30, 2015 and December 31, 2014.

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c) Limited partnership units of Brookfield Office Properties Exchange LPExchange 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 Unitprovides 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 theright, commencing on the seventh anniversary of June 9, 2014 to redeem all of the then outstanding Exchange LP Units at a price equal to the 20-day volume-weighted averagetrading 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, 2015 Dec 31, 2014Outstanding, beginning of period 21,115 —Issued on March 20, April 1, and June 9, 2014 for the acquisition of incremental BPO shares — 48,126Exchange LP Units exchanged(1) (8,690) (27,011)Outstanding, end of period 12,425 21,115

(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 Changesin Equity for the impact of such exchanges on the carrying value of Exchange LP Units.

d) DistributionsDistributions 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) 2015 2014 2015 2014General Partner $ — $ — $ — $ —Limited Partners 70 61 207 141Holders of:

Redeemable/exchangeable partnership units 115 108 344 324Special limited partnership units 1 2 4 4Limited partnership units of Exchange LP 3 7 12 16

Total $ 189 $ 178 $ 567 $ 485Per unit(1) $ 0.265 $ 0.250 $ 0.795 $ 0.750

(1) Per unit outstanding on the record date for each.

e) Earnings per unitThe partnership’s net income per LP Unit and weighted average number of LP Units outstanding are calculated as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions, except unit information) 2015 2014 2015 2014Net income attributable to limited partners $ 75 $ 335 $ 747 $ 664Income reallocation related to mandatorily convertibles preferred shares 7 — 117 —Net income attributable to limited partners – basic 82 335 864 664Dilutive effect of conversion of preferred shares and options — 3 74 3Net income attributable to limited partners – diluted $ 82 $ 338 $ 938 $ 667

(in millions of units/shares) Weighted average number of LP Units outstanding 262.6 243.9 259.4 193.3Mandatorily convertible preferred shares 70.0 — 70.0 —Weighted average number of LP Units - basic 332.6 243.9 329.4 193.3Dilutive effect of the conversion of preferred shares and options(1) 0.4 27.1 40.4 11.4Weighted average number of LP units outstanding - diluted 333.0 271.0 369.8 204.7

(1) For the three months ended September 30, 2015, conversion of preferred shares, which would have resulted in 39.2 million potential LP Units, would have been anti-dilutive and is therefore excluded from theweighted average number of LP units outstanding for the purpose of diluted net income per LP Unit.

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NOTE 17. NON-CONTROLLING INTERESTSNon-controlling interests consists of the following:

(US$ Millions) Sep 30, 2015 Dec 31, 2014Redeemable/Exchangeable and special limited partnership units $ 13,766 $ 13,147Limited partnership units of Brookfield Office Properties Exchange L.P. 298 470Interests of others in operating subsidiaries and properties:

Preferred shares held by Brookfield Asset Management Inc. 25 25Preferred equity of subsidiaries 1,646 1,649Non-controlling interests in subsidiaries and properties 6,792 6,417

Total interests of others in operating subsidiaries and properties 8,463 8,091Total non-controlling interests $ 22,527 $ 21,708

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) Principal Place of Business Sep 30, 2015 Dec 31, 2014 Sep 30, 2015 Dec 31, 2014Brookfield Office Properties Inc.(1) Canada — — $ 2,578 $ 2,790BSREP CARS Sub-Pooling LLC United States 74% 74% 1,073 763Center Parcs UK United Kingdom 60% — 925 —BSREP Industrial Pooling Subsidiary L.P. United States 72% 72% 855 829Associated Estates United States 51% — 468 —Brookfield Brazil Retail Fundo de Investimento emParticipações(2)

Brazil 60% 65% 414 763

BREF ONE, LLC United States 67% 67% 404 457BSREP Europe Holdings L.P Cayman Island 66% 69% 383 382BSREP CXTD Holdings Cayman Islands 69% 69% 391 427BSREP UA Holdings LLC United States 70% 70% 314 233BSREP India Office Holdings Pte. Ltd.(3) Singapore 67% 81% 234 441Other Various 18-87% 18%-87% 424 1,006

Total $ 8,463 $ 8,091(1) Includes non-controlling interests in BPO subsidiaries which vary from 1% - 100%.(2) During the third quarter of 2015, the partnership acquired an additional 4.7% in the fund.(3) During the first quarter of 2015, the partnership indirectly acquired the remaining outstanding interests in Candor Office Parks, which is held through BSREP India Office Holdings Pte. Ltd.

NOTE 18. COMMERCIAL PROPERTY REVENUEThe components of commercial property revenue are as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Base rent $ 709 $ 658 $ 2,117 $ 1,967Straight-line rent 35 27 93 77Lease termination — 1 6 13Other 61 60 180 154Total commercial property revenue $ 805 $ 746 $ 2,396 $ 2,211

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NOTE 19. INVESTMENT AND OTHER REVENUEThe components of investment and other revenue are as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Fee revenue $ 5 $ 1 $ 21 $ 17Dividend income 3 14 49 36Interest income 10 2 42 82Participating loan notes 10 13 31 40Investment income 72 83 139 137Other (1) 3 11 105Total investment and other revenue $ 99 $ 116 $ 293 $ 417

NOTE 20. DIRECT COMMERCIAL PROPERTY EXPENSEThe components of direct commercial property expense are as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Employee compensation and benefits $ 26 $ 27 $ 75 $ 96Property maintenance 174 160 505 472Real estate taxes 97 101 304 298Ground rents 14 10 33 27Other 22 16 51 66Total direct commercial property expense $ 333 $ 314 $ 968 $ 959

NOTE 21. DIRECT HOSPITALITY EXPENSEThe components of direct hospitality expense are as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Employee compensation and benefits $ 73 $ 68 $ 211 $ 213Marketing and advertising 10 9 32 32Cost of food, beverage, and retail goods sold 56 16 117 52Maintenance and utilities 22 28 59 75Other 79 70 223 234Total direct hospitality expense $ 240 $ 191 $ 642 $ 606

NOTE 22. DEPRECIATION AND AMORTIZATIONThe components of depreciation and amortization expense are as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Depreciation and amortization of real estate assets $ 39 $ 29 $ 104 $ 85Depreciation and amortization of non-real estate assets 6 8 18 28Total depreciation and amortization $ 45 $ 37 $ 122 $ 113

NOTE 23. GENERAL AND ADMINISTRATIVE EXPENSEThe components of general and administrative expense are as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014

Employee compensation and benefits $ 40 $ 39 $ 112 $ 102Management fees 32 27 103 70Transaction costs and other 102 24 191 97Total general and administrative expense $ 174 $ 90 $ 406 $ 269

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NOTE 24. FAIR VALUE GAINS, NETThe components of fair value gains, net, are as follows:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Commercial properties $ 223 $ 574 $ 1,157 $ 1,719Commercial developments 33 88 204 239Financial instruments and other (11) 119 (109) 405Total fair values gains, net $ 245 $ 781 $ 1,252 $ 2,363

NOTE 25. UNIT-BASED COMPENSATIONOn February 3, 2015, the BPY Unit Option Plan (“BPY Plan”) was amended and restated by the board of directors of the general partner of BPY, and approved by unitholders onMarch 26, 2015. The BPY Plan originally provided for a cash payment on the exercise of an option equal to the amount by which the fair market value of a BPY Unit on the date ofexercise exceeds the exercise price of the option. The amended BPY Plan allows for the settlement of the in-the-money amount of an option upon exercise in BPY Units for certainqualifying employees whose location of employment is outside of Australia and Canada. This amendment applies to all options granted under the BPY Unit Option Plan, includingthose options currently outstanding. Consequently, as a result of this amendment, options granted to employees whose location of employment is outside of Australia and Canadaunder the amended and restated BPY Plan are accounted for as an equity-based compensation agreement.

During the three and nine months ended September 30, 2015, the partnership incurred $7 million (2014 - $7 million) and $19 million (2014 - $16 million), respectively, of expensein connection with its unit-based compensation plans.

a) BPY Unit Option PlanAwards 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 timesuch options were granted and generally equal to the market price of an LP Unit on the NYSE on the last trading day preceding the grant date. Upon exercise of a vested BPYAward, the participant is entitled to receive BPY 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 theexercise 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 modelas a result of the cash settlement provisions of the plan for employees whose location of employment is Australia or Canada. In terms of measuring expected life of the BPYAwards 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 weightedaverage within each group.

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 weightedaverage fair value per option as follows:

Unit Sep 30, 2015Exercise price US$ 25.18Average term to exercise In Years 7.50Unit price volatility % 30Liquidity discount % 25Weighted average of expected annual dividend yield % 6.50Risk-free rate % 1.87Weighted average fair value per option US$ 3.46

i. Equity-settled BPY AwardsThe change in the number of options outstanding under the equity-settled BPY Awards for the nine months ended September 30, 2015 is as follows:

Nine months ended Sep 30, 2015

Number of

optionsWeighted average

exercise price Outstanding, beginning of period — $ —Granted 2,542,340 25.18Exercised (164,687) 18.50Forfeitures (174,153) 21.40Reclassified(1) 15,726,834 19.77

Outstanding, end of period 17,930,334 $ 20.53(1) Relates to the reclassification of options for employees outside of Canada and Australia whose options are equity-settled subsequent to the amendment of the BPY Plan.

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The following table sets out details of options issued and outstanding at September 30, 2015 under the equity-settled BPY Awards by expiry date:

Sep 30, 2015

Expiry dateNumber of

optionsWeighted average

exercise price2015 125,200 $ 19.372020 368,400 13.072021 421,300 17.442022 1,535,900 18.252023 1,247,680 16.802024 11,741,729 20.592025 2,490,125 25.18

Total 17,930,334 $ 20.53

ii. Cash-settled BPY AwardsThe change in the number of options outstanding under the cash-settled BPY Awards for the nine months ended September 30, 2015 is as follows:

Nine months ended Sep 30, 2015

Number of options Weighted average

exercise priceOutstanding, beginning of period 21,946,145 $ 19.75Granted 775,215 25.18Exercised (89,540) 17.40Reclassified(1) (15,726,834) 19.77

Outstanding, end of period 6,904,986 $ 20.37(1) Relates to the reclassification of options for employees outside of Canada and Australia whose options are equity-settled subsequent to the amendment of the BPY Plan.

The following table sets out details of options issued and outstanding at September 30, 2015 under the cash-settled BPY Awards by expiry date:

Sep 30, 2015

Expiry dateNumber of

optionsWeighted average

exercise price 2015 — $ —2020 78,000 13.072021 226,800 17.442022 581,200 18.072023 604,200 16.802024 4,639,571 20.592025 775,215 25.18

Total 6,904,986 $ 20.37

b) Restricted BPY LP Unit PlanThe Restricted BPY LP Unit Plan provides for awards to participants of LP Units purchased on the NYSE (“Restricted Units”). Under the Restricted BPY LP Unit Plan, unitsawarded 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 mayvest immediately. The estimated total compensation cost measured at grant date is evenly recognized over the vesting period of five years.

As of September 30, 2015, the total number of Restricted Units outstanding was 442,332 (December 31, 2014 - 485,698) with a weighted average exercise price of $20.87(December 31, 2014 - $20.81).

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 yearhold period, and purchases of units are made on the TSX instead of the NYSE.

As of September 30, 2015, the total number of Canadian Restricted Units outstanding was 19,410 (December 31, 2014 - 19,410) with a weighted average exercise price of C$22.14(December 31, 2014 - C$22.14).

d) Deferred Share Unit PlanIn addition to the above, BPO has a deferred share unit plan. At September 30, 2015, BPO has 1,440,026 deferred share units (December 31, 2014 - 1,421,139) outstanding andvested.

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NOTE 26. OTHER COMPREHENSIVE (LOSS) INCOMEOther comprehensive (loss) income consists of the following:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014

Items that may be reclassified to net income: Foreign currency translation

Net unrealized foreign currency translation (losses) in respect of foreign operations $ (714) $ (630) $ (1,325) $ (366)Gains on hedges of net investments in foreign operations, net of income taxes for the threeand nine months ended Sep 30, 2015 of $(28) million and $(34) million, respectively(2014 – $(53) million and $(22) million)(1) 309 258 428 130

(405) (372) (897) (236)Cash flow hedges

(Losses) on derivatives designated as cash flow hedges, net of income taxes for the threeand nine months ended Sep 30, 2015 of $28 million and $18 million, respectively (2014 –$4 million and $35 million) (74) (2) (55) (93)

(74) (2) (55) (93)Available-for-sale securities

Net change in unrealized gains on available-for-sale securities, net of income taxes 1 1 4 4

1 1 4 4Equity accounted investments

Share of unrealized foreign currency translation (losses) gains in respect of foreignoperations (36) (72) 54 (19)

(36) (72) 54 (19)Total other comprehensive (loss) $ (514) $ (445) $ (894) $ (344)

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

NOTE 27. OBLIGATIONS GUARANTEES, CONTINGENCIES AND OTHERIn the normal course of operations, the partnership and its consolidated entities execute agreements that provide for indemnification and guarantees to third parties in transactionssuch 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 theindemnification undertakings prevent the partnership from making a reasonable estimate of the maximum potential amount that it could be required to pay third parties as theagreements 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 bedetermined 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 orotherwise.

At September 30, 2015, the partnership has commitments totaling approximately $1,200 million for the development of Manhattan West in Midtown New York, approximatelyC$357 million for the development of Bay Adelaide East in Toronto and Brookfield Place East Tower in Calgary, approximately A$154 million for the development of BrookfieldPlace Perth Tower 2 and approximately £238 million for the development of London Wall Place and Principal Place Commercial in London.

During 2013, Brookfield Asset Management announced the final close on the $4.4 billion Brookfield Strategic Real Estate Partners fund, a global private fund focused on makingopportunistic investments in commercial property. The partnership, as lead investor, committed approximately $1.3 billion to the fund. As of September 30, 2015, there remainedapproximately $240 million of uncontributed capital commitments.

As of September 30, 2015, the partnership had committed $2.0 billion as lead investor to a new real estate opportunistic fund sponsored by Brookfield Asset Management. 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 partnershipmaintains 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 thesecondensed consolidated financial statements, and has not guaranteed or otherwise contractually committed to support any material financial obligations not reflected in thesecondensed consolidated financial statements.

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NOTE 28. FINANCIAL INSTRUMENTSa) Derivatives and hedging activitiesThe partnership and its operating entities use derivative and non-derivative instruments to manage financial risks, including interest rate, commodity, equity price and foreignexchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The partnership does not use derivatives for speculativepurposes. The partnership and its operating entities use the following derivative instruments to manage these risks:

• foreign currency forward contracts and zero cost collars to hedge exposures to Canadian Dollar, Australian Dollar, British Pound, and Euro, denominated net investmentsin 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.

The partnership also designates Canadian Dollar financial liabilities of certain of its operating entities as hedges of its net investments in its Canadian operations.

Interest Rate HedgingThe following table provides the partnership’s outstanding derivatives that are designated as cash flow hedges of variability in interest rates associated with forecasted fixed ratefinancings and existing variable rate debt as of September 30, 2015 and December 31, 2014:

(US$ Millions) Hedging item Notional Rates Maturity dates Fair value

Sep 30, 2015 Interest rate caps of US$ LIBOR debt $ 2,895 3.0% - 5.8% Nov 2015 - Oct 2018 $ —

Interest rate swaps of US$ LIBOR debt 285 2.1% - 2.2% Oct 2020 - Nov 2020 (12)

Interest rate caps of £ LIBOR debt 288 1.5% - 3.0% Dec 2016 - Apr 2020 1

Interest rate swaps of € EURIBOR debt 173 0.3% - 1.4% Oct 2017 - Feb 2021 (3)

Interest rate swaps of A$ BBSW/BBSY debt 470 3.5% - 5.9% Jan 2016 - Jul 2017 (13)

Interest rate swaps on forecasted fixed rate debt 1,885 2.8% - 5.3% Nov 2025 - Jun 2029 (345)

Dec 31, 2014 Interest rate caps of US$ LIBOR debt $ 3,174 2.5% - 5.8% Jan 2015 - Oct 2018 $ 1

Interest rate swaps of US$ LIBOR debt 483 0.6% - 2.2% Dec 2015 - Nov 2020 (7)

Interest rate swaps of £ LIBOR debt 204 1.1% Sep 2017 (1)

Interest rate swaps of A$ BBSW/BBSY debt 548 3.5% - 5.9% Jan 2016 - Jul 2017 (26)

Interest rate swaps of € EURIBOR debt 150 0.3% - 1.4% Oct 2017 - Feb 2021 (3)

Interest rate swaps on forecasted fixed rate debt 1,995 2.3% - 5.1% May 2025 - Jun 2029 (262)

For the three and nine months ended September 30, 2015 and 2014, the amount of hedge ineffectiveness recorded in interest expense in connection with the partnership’s interestrate hedging activities was not significant.

Foreign Currency HedgingThe following table provides the partnership’s outstanding derivatives that are designated as net investment hedges in foreign subsidiaries as of September 30, 2015 andDecember 31, 2014:

(US$ Millions) Hedging item Notional Rates Maturity dates Fair value

Sep 30, 2015 Net investment hedges £ 1,730 £0.63/$ - £0.68/$ Oct 2015 - Jul 2016 (31)

Net investment hedges € 353 €0.80/$ - €0.94/$ Dec 2015 - Sep 2016 (6)

Net investment hedges A$ 401 A$1.28/$ - A$1.44/$ Oct 2015 - Aug 2016 17

Dec 31, 2014 Net investment hedges £ 1,170 £0.59/$ - £0.65/$ Apr 2015 - Jan 2016 $ 36

Net investment hedges € 353 €0.75/$ - €0.80/$ Jan 2015 - Jun 2016 35

Net investment hedges A$ 1,750 A$1.10/$ - A$1.27/$ Apr 2015 - Mar 2016 22

In addition to the above, the partnership has designated foreign currency forwards and zero cost collars as net investment hedges which include the following:

(US$ Millions) Hedging item Notional Forward rates Call Strike Prices Put Strike Prices Maturity Dates Fair ValueSep 30, 2015 Zero cost collar(1) A$ 550 A$1.29/$ - A$1.31/$ A$1.22/$ A$1.44/$ - A$1.47/S Apr 2016 $ 27

(1) Zero cost collar consists of bought call and sold put together with foreign currency forward agreements.

In connection with these hedges, $(12) and $(25) million relating to the time value component of their valuation has been recorded in fair value gains, net in the condensedconsolidated income statement for the three and nine months ended September 30, 2015, respectively. In addition, we recorded within fair value gains, net $(13) million relating tothe settlement of certain collars during the third quarter of 2015.

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For the three and nine months ended September 30, 2015 and 2014, the amount of hedge ineffectiveness recorded in earnings in connection with the partnership's foreign currencyhedging activities was not significant.

Other DerivativesThe following table presents details of the partnership’s other derivatives that have been entered into to manage financial risks as of September 30, 2015 and

December 31, 2014:

(US$ Millions) Derivative type NotionalMaturity

dates Rates Fair value (gain)/loss Classification of gain/loss

Sep 30, 2015 Interest rate caps $ 382 Mar 2016 3.65% $ — General and administrative expense

Interest rate caps 350 Jul 2017 3.25% — General and administrative expense

Interest rate caps 13 Oct 2015 3.00% — General and administrative expense

Interest rate caps 34 Jan 2016 3.00% — General and administrative expense

Interest rate caps 75 Feb 2016 2.93% — General and administrative expense

Dec 31, 2014 Interest rate caps $ 382 Mar 2016 3.65% $ — General and administrative expense

Interest rate caps 350 Jul 2017 3.25% — General and administrative expense

Interest rate caps 51 Sep 2015 2.81% - 3.01% — General and administrative expense

Interest rate caps 13 Oct 2015 3.00% — General and administrative expense

Interest rate caps 34 Jan 2016 3.00% — General and administrative expense

Interest rate caps 75 Feb 2016 2.94% — General and administrative expense

Interest rate caps 74 Mar 2016 2.94% — General and administrative expense

Interest rate caps 68 Jul 2015 3.00% — General and administrative expense

The other derivatives have not been designated as hedges for accounting purposes.

b) Measurement and classification of financial instruments

Classification and MeasurementThe following table outlines the classification and measurement basis, and related fair value for disclosures, of the financial assets and liabilities in the interim condensedconsolidated financial statements:

Sep 30, 2015 Dec 31, 2014

(US$ Millions) Classification Measurement basisCarrying

value Fair value Carrying value Fair value

Financial assets Participating loan interests Loans and receivables Amortized cost $ 574 $ 574 $ 609 $ 609Loans and notes receivable Loans and receivables Amortized cost 221 221 326 326Other non-current assets

Securities designated as FVTPL FVTPL Fair Value 55 55 1,929 1,929Derivative assets FVTPL Fair Value 1,289 1,289 1,424 1,424Securities designated as AFS AFS Fair Value 145 145 143 143

Accounts receivable and other Other receivables(1) Loans and receivables Amortized cost 1,151 1,151 3,193 3,193Cash and cash equivalents Loans and receivables Amortized cost 1,188 1,188 1,282 1,282

Total financial assets $ 4,623 $ 4,623 $ 8,906 $ 8,906

Financial liabilities Debt obligations(2) Other liabilities Amortized cost $ 31,843 $ 32,338 $ 28,171 $ 28,722Capital securities Other liabilities Amortized cost 4,026 4,027 4,011 4,028Other non-current liabilities

Loan payable FVTPL Fair Value 26 26 — —Other non-current financial liabilities Other liabilities Amortized cost(3) 312 312 646 646

Accounts payable and other liabilities(4) Other liabilities Amortized cost(5) 2,613 2,613 1,809 1,809

Total financial liabilities $ 38,820 $ 39,316 $ 34,637 $ 35,205(1) Includes other receivables associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of $10 million and $68 million as of September 30, 2015 and December 31,

2014, respectively.(2) Includes debt obligations associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of $272 million and $1,165 million as of September 30, 2015 and December 31,

2014, respectively.(3) Includes derivative liabilities measured at fair value of approximately $50 million and $145 million as of September 30, 2015 and December 31, 2014, respectively.(4) Includes accounts payable and other liabilities associated with assets classified as held for sale on the condensed consolidated balance sheet in the amount of $31 million and $56 million as of September 30, 2015

and December 31, 2014, respectively.(5) Includes derivative liabilities measured at fair value of approximately $432 million and $161 million as of September 30, 2015 and December 31, 2014, respectively.

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Fair Value HierarchyFair 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 orunobservable. Quoted market prices (unadjusted) in active markets represent a Level 1 valuation. When quoted market prices in active markets are not available, the partnershipmaximizes 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 hierarchyrequires 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 fairvalues in the context of the hierarchy as defined above:

Sep 30, 2015 Dec 31, 2014 (US$ Millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Financial assets Participating loan interests –embedded derivative $ — $ — $ 79 $ 79 $ — $ — $ 43 $ 43Securities designated as FVTPL 8 — 47 55 18 — 1,911 1,929Securities designated as AFS 4 — 141 145 — — 143 143Derivative assets(1) — 112 1,280 1,392 — 136 1,288 1,424Total financial assets $ 12 $ 112 $ 1,547 $ 1,671 $ 18 $ 136 $ 3,385 $ 3,539

Financial liabilities Accounts payable and otherliabilities $ — $ 482 $ — $ 482 $ — $ 306 $ — $ 306Loan payable — — 26 26 — — — —Total financial liabilities $ — $ 482 $ 26 $ 508 $ — $ 306 $ — $ 306

(1) Includes $103 million of derivative assets at September 30, 2015 classified in other receivables and loans and notes receivable on the condensed consolidated balance sheets.

There were no transfers between levels during the three and nine months ended September 30, 2015 and the year ended December 31, 2014.

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, 2015 andDecember 31, 2014:

Sep 30, 2015 Dec 31, 2014

(US$ Millions)Financial

Assets Financial Liabilities

FinancialAssets

Financial Liabilities

Balance, beginning of period $ 3,385 $ — $ 2,116 $ —Acquisitions — 26 526 —Dispositions(1) (2,068) — (12) —Fair value gains, net and OCI 122 — 755 —Other 108 — — —

Balance, end of period $ 1,547 $ 26 $ 3,385 $ —(1) Includes the contribution of the partnership's 22% interest in Canary Wharf to a 50/50 joint venture in the first quarter of 2015 and the conversion of the partnership's convertible

preferred interest to a 22% common equity interest in CXTD during the third quarter of 2015.

NOTE 29. RELATED PARTIESIn the normal course of operations, the partnership enters into transactions with related parties on market terms. These transactions have been measured at exchange value and arerecognized in the consolidated financial statements. The immediate parent of the partnership is the general partner. The ultimate parent of the partnership is Brookfield AssetManagement. Other related parties of the partnership include the partnership’s and Brookfield Asset Management’s subsidiaries and operating entities, certain joint ventures andassociates 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,prior to the third quarter, on a quarterly basis, the partnership paid a base management fee (“base management fee”), to the service providers equal to $12.5 million per quarter ($50million annually).

Through the second quarter of 2015, the partnership also paid a quarterly equity enhancement distribution to Special L.P., a wholly-owned subsidiary of Brookfield AssetManagement, of 0.3125% of the amount by which the operating partnership’s total capitalization value at the end of each quarter exceeded its total capitalization value thatimmediately followed the spin-off of Brookfield Asset Management’s commercial property operations on April 15, 2013, subject to certain adjustments. For purposes of calculatingthe equity enhancement distribution at each quarter-end,

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the capitalization of the partnership was equal to the volume-weighted average of the closing prices of the LP Units on the NYSE (or other exchange or market where thepartnership’s units are principally traded) for each of the last five trading days of the applicable quarter multiplied by the number of issued and outstanding units of the partnershipon the last of those days (assuming full conversion of Brookfield Asset Management’s interest in the partnership into units of the partnership), plus the amount of third-party debt,net of cash, with recourse to the partnership and the operating partnership and certain holding entities held directly by the operating partnership.

On August 3, 2015, the board of directors of the partnership approved an amendment to the base management fee and equity enhancement distribution calculations, as of thebeginning of the third quarter of 2015. Pursuant to this amendment, the annual base management fee paid by the partnership to Brookfield Asset Management was changed from$50 million, subject to annual inflation adjustments, to 0.5% of the total capitalization of the partnership, subject to an annual minimum of $50 million. The calculation of the equityenhancement distribution was amended to reduce the distribution by the amount by which the revised base management fee is greater than $50 million per annum, plus annualinflation adjustments.

The base management fee for the three and nine months ended September 30, 2015 was $24.9 million (2014 - $12.5 million) and $49.9 million (2014 - $37.5 million), respectively.The equity enhancement distribution for the three and nine months ended September 30, 2015 was $6.2 million (2014 - $14.2 million) and $52.7 million (2014 - $32.4 million),respectively.

In connection with the issuance of Preferred Equity Units to Qatar Investment Authority (“QIA”), Brookfield Asset Management contingently agreed to acquire the seven-year andten-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 withterms 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, 2015 Dec 31, 2014

Balances outstanding with related parties: Participating loan interests $ 574 $ 609Loans and notes receivable(1) 70 82Receivables and other assets 26 143Property-specific debt obligations (420) (491)Corporate debt obligations (680) (570)Other liabilities (269) (174)Capital securities held by Brookfield Asset Management (1,250) (1,250)Preferred shares held by Brookfield Asset Management (25) (25)

(1) Includes a $70 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 Australianportfolio or the maturity of the participating loan interests.

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014

Transactions with related parties: Commercial property revenue(1) $ 6 $ 3 $ 14 $ 10Participating loan interests (including fair value gains, net) 31 24 91 67Interest expense 19 4 44 12Interest on capital securities held by Brookfield Asset Management 19 19 58 57Administration and other expense(2) 53 44 153 126Construction costs(3) 78 55 216 144

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

During the third quarter of 2015, the partnership sold an office development project in São Paulo, Brazil to a subsidiary of Brookfield Asset Management, the partnership's ultimateparent company. The consideration received was $109 million, based on a third-party valuation performed on the property. Upon close of the transaction, the partnership recognized$63 million of realized fair value losses, primarily as a result of movements in the Brazilian Real to U.S. Dollar exchange rate from the date of acquisition and any interim capitalcontributions during the construction process.

On June 5, 2015, 9165789 Canada Inc. acquired $12 million of voting preferred shares of an indirect subsidiary of the partnership, BOP Management Holdings Inc., representing a60% voting interest. 9165789 Canada Inc. was formed by the BPO and 16 individuals who are senior officers of BPO and other Brookfield Asset Management subsidiaries, whowere given the opportunity to invest in 9165789 Canada Inc. as part of the partnership's goal of retaining its top executives and aligning executives’ interests with those of thepartnership. The senior officers acquired an aggregate of $2 million of common shares of 9165789 Canada Inc. for investment purposes in exchange for cash in an amount equal tothe fair value of the shares. BPO also holds a $10 million non-voting preferred share interest in 9165789 Canada Inc. BOP Management Holdings Inc. indirectly owns 33% ofBPO’s economic interest in DTLA and an interest in BPO’s U.S. asset management and certain promote fee streams.

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On February 18, 2015, Brookfield Global FM Limited Partnership (“FM Co.”) sold its interest in Brookfield Johnson Controls Australia and Brookfield Johnson Controls Canadato a subsidiary of Brookfield Asset Management. FM Co. is accounted for in accordance with the equity method as an investment in associate.

NOTE 30. SUBSIDIARY PUBLIC ISSUERSBOP Split was incorporated for the purpose of being an issuer of preferred shares and owning the additional investment in BPO common shares following the acquisition of theremaining common shares of BPO not previously held, directly or indirectly, by the partnership in the first and second quarters of 2014. Holders of outstanding BPO Class AAAPreferred 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 tocertain 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 holdersat any time for cash.

The following table provides consolidated summary financial information for the partnership, BOP Split, and the Holding Entities:

(US$ Millions) For the three months ended Sep. 30, 2015

BrookfieldProperty Partners

L.P. BOP Split Corp.Holding

Entities(3)Other

SubsidiariesConsolidating

Adjustments(2)

BrookfieldProperty PartnersL.P consolidated

Revenue $ — $ — $ 88 $ 1,267 $ (88) $ 1,267Net income attributable to unitholders(1) 72 69 193 36 (177) 193

For the three months ended Sep. 30, 2014 Revenue — — 78 1,098 (78) 1,098Net income attributable to unitholders(1) $ 350 $ 333 $ 978 $ 567 $ (1,250) $ 978

(1) Includes net income attributable to limited partners, general partner, Redeemable/Exchangeable Partnership Units, Special LP Units and Exchange LP Units.(2) Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.(3) Includes Brookfield Property L.P., Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited and BPY Bermuda Holdings II Limited.

(US$ Millions) For the nine months ended Sep. 30, 2015

BrookfieldProperty Partners

L.P. BOP Split Corp.Holding

Entities(3)Other

SubsidiariesConsolidatingAdjustment(2)

BrookfieldProperty PartnersL.P consolidated

Revenue $ — $ — $ 241 $ 3,586 $ (241) $ 3,586Net income attributable to unitholders(1) 761 753 2,052 1,058 (2,572) 2,052

For the nine months ended Sep. 30, 2014 Revenue $ — $ — $ 225 $ 3,403 $ (225) $ 3,403Net income attributable to unitholders(1) 723 615 2,242 1,402 (2,740) 2,242

(1) Includes net income attributable to limited partners, general partner, Redeemable/Exchangeable Partnership Units, Special LP Units and Exchange LP Units.(2) Includes elimination of intercompany transactions and balances necessary to present the partnership on a consolidated basis.(3) Includes Brookfield Property L.P., Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited and BPY Bermuda Holdings II Limited.

(US$ Millions)As of Sep. 30, 2015

BrookfieldProperty Partners

L.P. BOP Split Corp. Holding EntitiesOther

SubsidiariesConsolidating

Adjustments

BrookfieldProperty PartnersL.P consolidated

Current assets $ — $ — $ 172 $ 2,162 $ — $ 2,334Non- current assets 7,962 5,799 25,903 68,157 (39,665) 68,156Assets held for sale — — — 525 — 525Current liabilities — — 3,526 8,745 — 12,271Non current liabilities — 2,921 1,324 24,508 — 28,753Liabilities associated with assets held for sale — — — 303 — 303Equity attributable to interests of others in operatingsubsidiaries and properties

— — — 8,463 — 8,463

Equity attributable to unitholders(1) 7,962 2,878 21,225 28,825 (39,665) 21,225(1) Includes net income attributable to limited partners, general partner, Redeemable/Exchangeable Partnership Units, Special LP Units and Exchange LP Units.

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(US$ Millions)As of Dec. 31, 2014

BrookfieldProperty Partners

L.P. BOP Split Corp. Holding EntitiesOther

SubsidiariesConsolidating

Adjustments

BrookfieldProperty PartnersL.P consolidated

Current assets $ — $ — $ 177 $ 4,347 $ — $ 4,524Non- current assets 7,427 5,759 22,967 58,810 (36,153) 58,810Assets held for sale — — — 2,241 — 2,241Current liabilities — — 564 4,792 — 5,356Non current liabilities — 2,894 2,369 25,436 — 30,699Liabilities associated with assets held for sale — — — 1,221 — 1,221Equity attributable to interests of others in operatingsubsidiaries and properties

— — 5 8,086 — 8,091

Equity attributable to unitholders(1) 7,427 2,865 20,206 25,863 (36,153) 20,208(1) Includes net income attributable to limited partners, general partner, Redeemable/Exchangeable Partnership Units, Special LP Units and Exchange LP Units.

NOTE 31. SEGMENT INFORMATIONa) Operating segmentsIFRS 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. As of September 30, 2015, the partnership has the following seven operating segments thatare independently and regularly reviewed and managed by the CODM: i) Office, ii) Retail, iii) Industrial, iv) Multifamily, v) Hospitality, vi) Triple Net Lease, and vii) Corporate.

b) Basis of measurementThe CODM measures and evaluates the performance of the partnership’s operating segments based on net operating income (“NOI”) and funds from operations (“FFO”), and netincome and equity attributable to unitholders. These performance metrics do not have standardized meanings prescribed by IFRS and therefore may differ from similar metrics usedby other companies and organizations. The partnership defines these measures as follows:

i. NOI: revenues from properties in the partnership’s commercial and hospitality operations less direct commercial property and hospitality expenses.ii. 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 ofunconsolidated partnerships and joint ventures/associates.

iii. Net income attributable to unitholders: net income attributable to holders of GP Units, LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units andExchange LP Units.

iv. Equity attributable to unitholders: equity attributable to holders of GP Units, LP Units, Redeemable/Exchangeable Partnership Units, Special LP Units andExchange LP Units.

c) Reportable segment measuresThe following summaries present certain financial information regarding the partnership's operating segments for the three and nine months ended September 30, 2015 and 2014:

(US$ Millions) Total revenue NOI FFOThree months ended Sep 30, 2015 2014 2015 2014 2015 2014Office $ 620 $ 648 $ 324 $ 346 $ 178 $ 145Retail 25 48 19 28 106 101Industrial 106 118 25 35 5 9Multifamily 78 46 32 23 (11) 6Hospitality 365 238 123 45 16 2Triple Net Lease 72 — 72 — 8 —Corporate 1 — — — (137) (91)Total $ 1,267 $ 1,098 $ 595 $ 477 $ 165 $ 172

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(US$ Millions) Total revenue NOI FFONine months ended Sep 30, 2015 2014 2015 2014 2015 2014Office $ 1,920 $ 2,110 $ 986 $ 1,042 $ 495 $ 410Retail 98 133 57 79 326 319Industrial 239 242 74 65 10 14Multifamily 209 137 99 66 10 17Hospitality 907 781 255 169 48 23Triple Net Lease 212 — 212 — 24 —Corporate 1 — — — (414) (239)Total $ 3,586 $ 3,403 $ 1,683 $ 1,421 $ 499 $ 544

The following summary presents information about certain consolidated balance sheet items of the partnership, on a segmented basis, as of September 30, 2015 and December 31,2014:

Total assets Total liabilitiesTotal equity attributable

to unitholders(US$ Millions) Sep 30, 2015 Dec 31, 2014 Sep 30, 2015 Dec 31, 2014 Sep 30, 2015 Dec 31, 2014Office $ 39,824 $ 38,618 $ 18,248 $ 18,910 $ 18,213 $ 16,003Retail 10,444 11,023 394 668 9,238 9,171Industrial 3,010 2,897 1,259 1,226 512 460Multifamily 5,182 2,870 3,078 1,807 974 417Hospitality 7,858 3,678 5,474 2,754 1,080 473Triple Net Lease 4,509 4,367 3,066 3,364 370 240Corporate 188 2,122 9,808 8,547 (9,162) (6,556)Total $ 71,015 $ 65,575 $ 41,327 $ 37,276 $ 21,225 $ 20,208

The following summary presents a reconciliation of NOI and FFO to net income for the three and nine months ended September 30, 2015 and 2014:

Three months ended Sep 30, Nine months ended Sep 30, (US$ Millions) 2015 2014 2015 2014Commercial property revenue $ 805 $ 746 $ 2,396 $ 2,211Hospitality revenue 363 236 897 775Direct commercial property expense (333) (314) (968) (959)Direct hospitality expense (240) (191) (642) (606)NOI 595 477 1,683 1,421Investment and other revenue 99 116 293 417Investment and other expense (54) (58) (114) (93)Share of equity accounted income - FFO 179 111 509 384Interest expense (397) (298) (1,137) (893)General and administrative expense (174) (90) (406) (269)Depreciation and amortization of non-real estate assets (6) (8) (18) (28)Non-controlling interests of others in operating subsidiaries and properties in FFO (77) (78) (311) (395)FFO(1) 165 172 499 544Depreciation and amortization of real estate assets (39) (29) (104) (85)Fair value gains, net 245 781 1,252 2,363Share of equity accounted income - non-FFO 59 146 542 402Income tax (expense) benefit (72) (105) 109 (794)Non-controlling interests of others in operating subsidiaries and properties – non-FFO (165) 13 (246) (188)Net income attributable to unitholders(2) 193 978 2,052 2,242Non-controlling interests of others in operating subsidiaries and properties 242 65 557 583

Net income $ 435 $ 1,043 $ 2,609 $ 2,825(1) FFO represents interests attributable to GP Units, LP Units, Exchange LP Units, Redeemable/Exchangeable Partnership Units and Special LP Units. The interests attributable to Exchange LP Units,

Redeemable/Exchangeable Partnership Units and Special LP 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 and Special LP Units. The interests attributable to Exchange LP Units,

Redeemable/Exchangeable Partnership Units and Special LP Units are presented as non-controlling interests in the consolidated statements of income.

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NOTE 32. SUBSEQUENT EVENTSOn October 6, 2015, the partnership disposed of an 80% interest in 99 Bishopsgate in London at a gross property value of £340 million. The asset was classified as held for sale asof September 30, 2015. The property will be accounted for under the equity method.

On October 28, 2015, the partnership announced that one of its subsidiaries has entered into a joint venture with QIA on the mixed-use Manhattan West development project inNew York City. In the transaction, the partnership sold a 44% interest in the development to QIA. The total value of the development upon completion and stabilization is estimatedto be $8.6 billion. The development will be accounted for under the equity method.

On November 5, 2015, the partnership announced that one of its subsidiaries had agreed in principle to acquire the Potsdamer Platz Estate, a 16-building, 3-million square-footmixed-use campus in Berlin, Germany, for approximately €1.3 billion. The transaction is expected to close in December 2015. The partnership is in advanced negotiations withpotential joint venture partners to acquire up to a 75% financial interest in the Potsdamer Platz Estate.

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Exhibit 99.3

FORM 52-109F2CERTIFICATION OF INTERIM FILINGS – FULL CERTIFICATE

I, Brian W. Kingston, Chief Executive Officer of Brookfield Property Group LLC, a manager of Brookfield Property Partners L.P., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Brookfield Property Partners L.P. (the “issuer”)for the interim period ended September 30, 2015. 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of amaterial fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances underwhich it was made, with respect to the period covered by the interim filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financialinformation included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, asof the date of and for the periods presented in the interim filings. 4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P)and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annualand Interim Filings, for the issuer. 5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the periodcovered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that(a) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being

prepared; and(b) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities

legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – IntegratedFramework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A 6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning onJuly 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 12, 2015

/s/ Brian W. Kingston Brian W. Kingston Chief Executive Officer of Brookfield Property Group LLC, a manager of the issuer

Exhibit 99.4

FORM 52-109F2CERTIFICATION OF INTERIM FILINGS – FULL CERTIFICATE

I, Bryan K. Davis, Chief Financial Officer of Brookfield Property Group LLC, a manager of Brookfield Property Partners L.P., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Brookfield Property Partners L.P. (the “issuer”)for the interim period ended September 30, 2015. 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of amaterial fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances underwhich it was made, with respect to the period covered by the interim filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financialinformation included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, asof the date of and for the periods presented in the interim filings. 4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P)and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annualand Interim Filings, for the issuer. 5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the periodcovered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that(a) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being

prepared; and(b) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities

legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – IntegratedFramework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A 6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning onJuly 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. Date: November 12, 2015

/s/ Bryan K. Davis Bryan K. Davis Chief Financial Officer of Brookfield Property Group LLC, a manager of the issuer