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

The IRS may not agree with certain assumptions and conventions that our company uses in order to complywith applicable U.S. federal income tax laws or that our company uses to report income, gain, loss, deduction,and credit to our unitholders.Our company will apply certain assumptions and conventions in order to comply with applicable tax lawsand to report income, gain, deduction, loss, and credit to a unitholder in a manner that reflects such unitholder’sbeneficial ownership of partnership items, taking into account variation in ownership interests during eachtaxable year because of trading activity. A successful IRS challenge to such assumptions or conventions couldadversely affect the amount of tax benefits available to our unitholders and could require that items of income,gain, deduction, loss, or credit, including interest deductions, be adjusted, reallocated or disallowed in a mannerthat adversely affects our unitholders. See Item 10.E. “Additional Information — Taxation — Consequences toU.S. Holders”.Our company’s delivery of required tax information for a taxable year may be subject to delay, which couldrequire a unitholder to request an extension of the due date for such unitholder’s income tax return.It may require longer than 90 days after the end of our company’s fiscal year to obtain the requisiteinformation from all lower-tier entities so that IRS Schedule K-1s may be prepared for our company. For thisreason, holders of our units who are U.S. taxpayers should anticipate the need to file annually with the IRS (andcertain states) a request for an extension past April 15 or the otherwise applicable due date of their income taxreturn for the taxable year. See Item 10.E. “Additional Information — Taxation — U.S. Tax Considerations —Administrative Matters — Information Returns”.The sale or exchange of 50% or more of our units will result in the constructive termination of ourpartnership for U.S. federal income tax purposes.Our partnership will be considered to have been terminated for U.S. federal income tax purposes if thereis a sale or exchange of 50% or more of our units within a 12-month period. A constructive termination of ourpartnership would, among other things, result in the closing of its taxable year for U.S. federal income taxpurposes for all unitholders and could result in the possible acceleration of income to certain unitholders andcertain other consequences that could adversely affect the value of our units. However, the BPY General Partnerdoes not expect a constructive termination, should it occur, to have a material impact on the computation of thefuture taxable income generated by our company for U.S. income tax purposes. See Item 10.E. “AdditionalInformation — Taxation — U.S. Tax Considerations — Administrative Matters — Constructive Termination”.The U.S. Congress has considered legislation that could, if enacted, adversely affect our company’squalification as a partnership for U.S. federal tax purposes under the publicly-traded partnership rules andsubject certain income and gains to tax at increased rates. If this or similar legislation were to be enacted andto apply to our company, then the after-tax income of our company, as well as the market price of our units,could be reduced.Over the past several years, a number of legislative proposals have been introduced in the U.S. Congresswhich could have had adverse tax consequences for our company or the Property Partnership, including therecharacterization of certain items of capital gain income as ordinary income for U.S. federal income taxpurposes. However, such legislation was not enacted into law. The Obama administration has indicated itsupports such legislation and has proposed that the current law regarding the treatment of such items of capitalgain income be changed to subject such income to ordinary income tax. For further detail on such proposedlegislation, see Item 10.E. “Additional Information — Taxation — U.S. Tax Considerations — ProposedLegislation”.30