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

or applicable state or local taxing authorities. Accordingly, it is important that each of our unitholders timelyprovides us (or the relevant intermediary) with an IRS Form W-9 or IRS Form W-8, as applicable. In addition,under certain circumstances, our company may treat such U.S. backup withholding taxes or other U.S.withholding taxes as an expense, which will be borne indirectly by all unitholders on a pro rata basis. SeeItem 10.E. “Additional Information — Taxation — U.S. Tax Considerations — Administrative Matters —Withholding and Backup Withholding”.Tax-exempt organizations may face certain adverse U.S. tax consequences from owning our units.The BPY General Partner and the Property General Partner intend to use commercially reasonable effortsto structure the activities of our company and the Property Partnership, respectively, to avoid generating incomeconnected with the conduct of a trade or business (which income generally would constitute “unrelated businesstaxable income”, or UBTI, to the extent allocated to a tax-exempt organization). However, no assurance can beprovided that neither our company nor the Property Partnership will generate UBTI in the future. In particular,UBTI includes income attributable to debt-financed property, and neither our company nor the PropertyPartnership is prohibited from financing the acquisition of property with debt. The potential for income to becharacterized as UBTI could make our units an unsuitable investment for a tax-exempt organization, as addressedin greater detail in Item 10.E. “Additional Information — Taxation — U.S. Tax Considerations — Consequencesto U.S. Holders — U.S. Taxation of Tax-Exempt U.S. Holders of Our Units”.There may be limitations on the deductibility of our company’s interest expense.So long as we are treated as a partnership for U.S. federal income tax purposes, each of our unitholdersthat is taxable in the United States generally will be taxed on its share of our company’s net taxable income.However, U.S. federal, state, or local income tax law may limit the deductibility of such unitholder’s share of ourcompany’s interest expense. Therefore, any such unitholder may be taxed on amounts in excess of suchunitholder’s share of the net income of our company. This could adversely impact the value of our units if ourcompany were to incur a significant amount of indebtedness. See Item 10.E. “Additional Information —Taxation — U.S. Tax Considerations — Consequences to U.S. Holders — Holding of Units — Limitations onInterest Deductions”.If our company were engaged in a U.S. trade or business, non-U.S. persons would face certain adverse U.S.tax consequences from owning our units.Based on our organizational structure following the spin-off, as well as our expected income and assets,the BPY General Partner and the Property General Partner currently believe that our company is unlikely to earnincome treated as effectively connected with a U.S. trade or business, including income attributable to the sale ofa “U.S. real property interest”, as defined in the U.S. Internal Revenue Code. It is possible, however, that ourcompany would be deemed to be engaged in a U.S. trade or business or to realize gain from the sale or otherdisposition of a U.S. real property interest. In such case, unitholders that are not U.S. persons would be requiredto file U.S. federal income tax returns and would be subject to U.S. federal withholding tax at rates as high as35%. See Item 10.E. “Additional Information — Taxation — U.S. Tax Considerations — Consequences toNon-U.S. Holders”.To meet U.S. federal income tax and other objectives, our company and the Property Partnership may investthrough U.S. and non-U.S. Holding Entities that are treated as corporations for U.S. federal income taxpurposes, and such Holding Entities may be subject to corporate income tax.To meet U.S. federal income tax and other objectives, our company and the Property Partnership mayinvest through U.S. and non-U.S. Holding Entities that are treated as corporations for U.S. federal income taxpurposes, and such Holding Entities may be subject to corporate income tax. Consequently, items of income,gain, loss, deduction, or credit realized in the first instance by our operating entities will not flow, for U.S.28