FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

However, there can be no assurance that the law will not change or that the IRS will not deem ourcompany to be engaged in a U.S. trade or business. If, contrary to the BPY General Partner’s expectations, ourcompany is treated as engaged in a U.S. trade or business, then a Non-U.S. Holder generally would be required tofile a U.S. federal income tax return, even if no effectively connected income were allocable to it. If our companywere to have income treated as effectively connected with a U.S. trade or business, then a Non-U.S. Holderwould be required to report that income and would be subject to U.S. federal income tax at the regular graduatedrates. In addition, our company might be required to withhold U.S. federal income tax on such Non-U.S.Holder’s distributive share of such income. A corporate Non-U.S. Holder might also be subject to branch profitstax at a rate of 30%, or at a lower treaty rate, if applicable. Finally, if our company were treated as engaged in aU.S. trade or business, a portion of any gain realized by a Non-U.S. Holder upon the sale or exchange of its unitscould be treated as income effectively connected with a U.S. trade or business and therefore subject to U.S.federal income tax at the regular graduated rates.In general, even if our company is not engaged in a U.S. trade or business, and assuming you are nototherwise engaged in a U.S. trade or business, you will nonetheless be subject to a withholding tax of 30% on thegross amount of certain U.S.-source income which is not effectively connected with a U.S. trade or business.Income subjected to such a flat tax rate is income of a fixed or determinable annual or periodic nature, includingdividends and certain interest income. Such withholding tax may be reduced or eliminated with respect to certaintypes of income under an applicable income tax treaty between the United States and your country of residenceor under the “portfolio interest” rules of the U.S. Internal Revenue Code, provided that you provide propercertification as to your eligibility for such treatment. Notwithstanding the foregoing, and although each Non-U.S.Holder is required to provide us with an IRS Form W-8, we nevertheless may be unable to accurately or timelydetermine the tax status of our investors for purposes of establishing whether reduced rates of withholding applyto some or all of our investors. In such a case, your allocable share of distributions of U.S.-source dividend andinterest income will be subject to U.S. withholding tax at a rate of 30%. Further, if you would not be subject toU.S. tax based on your tax status or otherwise were eligible for a reduced rate of U.S. withholding, you mightneed to take additional steps to receive a credit or refund of any excess withholding tax paid on your account,which could include the filing of a non-resident U.S. income tax return with the IRS. Among other limitationsapplicable to claiming treaty benefits, if you reside in a treaty jurisdiction which does not treat our company as apass-through entity, you might not be eligible to receive a refund or credit of excess U.S. withholding taxes paidon your account. In the event you transfer or otherwise dispose of some or all of your units, special rules mayapply for purposes of determining whether you or the transferee of such units are subject to U.S. withholdingtaxes in respect of income allocable to, or distributions made on account of, such units or entitled to refunds ofany such taxes withheld. See “—Administrative Matters—Certain Effects of a Transfer of Units” below. Youshould consult an independent tax adviser regarding the treatment of U.S. withholding taxes.Special rules may apply in the case of a Non-U.S. Holder subject to special rules, including, withoutlimitation, any Non-U.S. Holder (i) that has an office or fixed place of business in the United States; (ii) that ispresent in the United States for 183 days or more in a taxable year; or (iii) that is (a) a former citizen or long-termresident of the United States, (b) a foreign insurance company that is treated as holding a partnership interest inour company in connection with its U.S. business, (c) a PFIC, or (d) a corporation that accumulates earnings toavoid U.S. federal income tax. You should consult an independent tax adviser regarding the application of thesespecial rules.Taxes in Other JurisdictionsIn addition to U.S. federal income tax consequences, an investment in our company could subject you toU.S. state, local, and non-U.S. taxes imposed by the various jurisdictions in which our company entities dobusiness or own property now or in the future, even if you do not reside in any of those jurisdictions. You couldalso be subject to tax return filing obligations and income, franchise, or other taxes, including withholding taxes,in the jurisdictions in which we invest. Furthermore, you may be subject to penalties for failure to comply withthese requirements. Based on our organizational structure following the spin-off, as well as our company’s172