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

Under legislation recently enacted by the U.S. Congress, certain payments of U.S.-source income (as well asgross proceeds from the disposition of property that could produce such income) made to our company or theProperty Partnership on or after January 1, 2014, could be subject to a 30% federal withholding tax, unless anexception applies.Under recently enacted U.S. legislation, certain payments of U.S.-source income made on or afterJanuary 1, 2014 (as well as payments attributable to dispositions of property which produce or could producecertain U.S.-source income) to our company or by our company to or through non-U.S. financial institutions ornon-U.S. entities, could be subject to a 30% withholding tax under certain circumstances, as described in greaterdetail in Item 10.E. “Additional Information — Taxation — U.S. Tax Considerations — Administrative Matters— Additional Withholding Requirements”.CanadaCanada Revenue Agency may disagree with our valuation of the spin-off dividend.Our unitholders will be considered to receive a dividend upon the spin-off equal to the fair market valueof the units of our company received upon the spin-off plus the amount of any cash received in lieu of fractionalunits. We will use the volume weighted average trading price of our units on the NYSE for the five trading daysimmediately following the spin-off as the fair market value of our units for these purposes but this amount is notbinding on the Canada Revenue Agency, or CRA. CRA may disagree with this valuation and this could result inincreased tax liability to you.If any non-Canadian subsidiaries in which the Property Partnership directly invests earn income that ischaracterized as “foreign accrual property income”, or FAPI, as defined in the Income Tax Act (Canada), orthe Tax Act, our unitholders may be required to include amounts allocated from our company in computingtheir income for Canadian federal income tax purposes even though there may be no corresponding cashdistribution.Any non-resident subsidiaries in which the Property Partnership directly invests are expected to be“foreign affiliates” and “controlled foreign affiliates”, each as defined in the Tax Act, collectively referred toherein as CFAs, of the Property Partnership. If any of such non-Canadian subsidiaries earns income that is FAPIin a particular taxation year of the CFA, the Property Partnership’s proportionate share of such FAPI must beincluded in computing the income of the Property Partnership for Canadian federal income tax purposes for thefiscal period of the Property Partnership in which the taxation year of such CFA that earned the FAPI ends,whether or not the Property Partnership actually receives a distribution of such income. Our company willinclude its share of such FAPI of the Property Partnership in computing its income for Canadian federal incometax purposes and our unitholders will be required to include their proportionate share of such FAPI allocatedfrom our company in computing their income for Canadian federal income tax purposes. As a result, ourunitholders may be required to include amounts in their income even though they have not and may not receivean actual cash distribution of such amount.The Canadian federal income tax consequences to you could be materially different in certain respects fromthose described in this Form 20-F if our company or the Property Partnership is a “SIFT partnership”.Under the rules in the Tax Act applicable to a “SIFT partnership”, or the SIFT Rules, certain income andgains earned by a “SIFT partnership” will be subject to income tax at the partnership level at a rate similar to acorporation and allocations of such income and gains to its partners will be taxed as a dividend from a taxableCanadian corporation. In particular, a “SIFT partnership” will be required to pay a tax on the total of its incomefrom businesses carried on in Canada, income from “non-portfolio properties” as defined in the Tax Act (otherthan taxable dividends), and taxable capital gains from dispositions of non-portfolio properties. “Non-portfolioproperties” include, among other things, equity interests or debt of corporations, trusts or partnerships that are31