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

any particular time (in light of possible sales of our units), we may over-withhold or under-withhold with respectto a particular unitholder. For example, we may impose withholding, remit such amount to the IRS and thusreduce the amount of a distribution paid to a Non-U.S. Holder. It may be the case, however, that thecorresponding amount of our income was not properly allocable to such holder, and the appropriate amount ofwithholding should have been less than the actual amount withheld. Such Non-U.S. Holder would be entitled to acredit against the holder’s U.S. federal income tax liability for all withholding, including any such excesswithholding. However, if the withheld amount were to exceed the holder’s U.S. federal income tax liability, theholder would need to apply for a refund to obtain the benefit of such excess withholding. Similarly, we may failto withhold on a distribution, and it may be the case that the corresponding income was properly allocable to aNon-U.S. Holder and that withholding should have been imposed. In such case, we intend to pay the underwithheldamount to the IRS, and we may treat such under-withholding as an expense that will be borne by allunitholders on a pro rata basis (since we may be unable to allocate any such excess withholding tax cost to therelevant Non-U.S. Holder).Under the backup withholding rules, you may be subject to backup withholding tax (at the applicable rate,currently 28%) with respect to distributions paid unless: (i) you are an exempt recipient and demonstrate this factwhen required; or (ii) provide a taxpayer identification number, certify as to no loss of exemption from backupwithholding tax, and otherwise comply with the applicable requirements of the backup withholding tax rules. AU.S. Holder that is exempt should certify such status on a properly completed IRS Form W-9. A Non-U.S.Holder may qualify as an exempt recipient by submitting a properly completed IRS Form W-8. Backupwithholding is not an additional tax. The amount of any backup withholding from a payment to you will beallowed as a credit against your U.S. federal income tax liability and may entitle you to a refund from the IRS,provided you supply the required information to the IRS in a timely manner. If you do not timely provide ourcompany, or the applicable nominee, broker, clearing agent, or other intermediary, with IRS Form W-9 or IRSForm W-8, as applicable, or such form is not properly completed, then our company may become subject to U.S.backup withholding taxes in excess of what would have been imposed had our company or the applicableintermediary received properly completed forms from all unitholders. For administrative reasons, and in order tomaintain the fungibility of our units, such excess U.S. backup withholding taxes may be treated by our companyas an expense that will be borne indirectly by all unitholders on a pro rata basis (e.g., since it may be impracticalfor us to allocate any such excess withholding tax cost to the unitholders that failed to timely provide the properU.S. tax forms).Additional Withholding RequirementsUnder 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 unless (i) the non-U.S. financial institution entersinto an agreement with the IRS to provide to the IRS information concerning its direct and certain indirect U.S.account holders, or (ii) in the case of other non-U.S. entities, such entity provides to the withholding agentsimilar information concerning its substantial U.S. beneficial owners. Significant exceptions to theserequirements apply, but the scope of these exceptions is addressed in U.S. Treasury regulations that have yet tobe made final. You should consult an independent tax adviser regarding the treatment of U.S. withholding taxesin general and the application of the recently enacted legislation in light of your particular circumstances.Information Reporting with Respect to Foreign Financial AssetsUnder recently promulgated U.S. Treasury Regulations, U.S. individuals that own “specified foreignfinancial assets” with an aggregate fair market value exceeding either $50,000 on the last day of the taxable yearor $75,000 at any time during the taxable year generally are required to file an information report with respect tosuch assets with their tax returns. Significant penalties may apply to persons who fail to comply with these newrules. Specified foreign financial assets include not only financial accounts maintained in foreign financial175