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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 40-F (Check One) o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 or þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2004 Commission file number 1-15226 BROOKFIELD PROPERTIES CORPORATION  Canada
    
    6512
    
    Not applicable(Province or other
jurisdiction of
incorporation or
organization)
    
    (Primary Standard Industrial
Classification Code Number
(if applicable))
    
    (I.R.S. Employer
Identification
Number (if
Applicable))
 BCE Place, 181 Bay Street, Suite 330, Toronto, Ontario, Canada M5J 2T3
(416) 359-8600
(Address and Telephone Number of Registrants Principal Executive Offices) United Corporation Services, 10 Bank Street, White Plains, NY 10606
(914) 949-9188
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class
    
    Name of each exchange on which registeredCommon Shares
    
    New York Stock Exchange
 Securities registered or to be registered pursuant to Section 12(g) of the Act. None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None. For annual reports, indicate by check mark the information filed with this Form: þ Annual Information Form
    
    þ Audited Annual Financial Statements
 Indicate the number of outstanding shares of each of the issuers classes of capital or
common stock as of the close of the period covered by the annual report: 155,591,853 Indicate by check mark whether the registrant by filing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the file number
assigned to the registrant in connection with such rule. Yes o No þ Indicate by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports); and (2) has been subject to
such filing requirements for the past 90 days. Yes þ No o




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Principal Documents The following documents, filed as Exhibits 99.1 through 99.3 hereto, are hereby incorporated
by reference into this Annual Report on Form 40-F:  (a)
    Annual Information Form for the fiscal year ended December 31, 2004;(b)
    Managements Discussion and Analysis for the fiscal year ended December 31, 2004; and(c)
    Consolidated Financial Statements for the fiscal year ended December 31, 2004 (Note
16 to the Consolidated Financial Statements relates to United States Accounting
Principles and Reporting (U.S. GAAP)). Additional Disclosure Certifications and Disclosure Regarding Controls and Procedures.  (a)
    Certifications. See Exhibits 99.4 and 99.5 to this Annual Report on Form 40-F.(b)
    Disclosure Controls and Procedures. As of the end of the registrants fiscal
year ended December 31, 2004, an evaluation of the effectiveness of the
registrants disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the Exchange Act)) was carried out by the registrants principal
executive officer and principal financial officer. Based upon that
evaluation, the registrants principal executive officer and principal
financial officer have concluded that as of the end of that fiscal year, the
registrants disclosure controls and procedures are effective to ensure that
information required to be disclosed by the registrant in reports that it
files or submits under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms and (ii) accumulated and communicated to
the registrants management, including its principal executive officer and
principal financial officer, to allow timely decisions regarding required
disclosure.It should be noted that while the registrants principal executive officer
and principal financial officer believe that the registrants disclosure
controls and procedures provide a reasonable level of assurance that they are
effective, they do not expect that the registrants disclosure controls and
procedures or internal control over financial reporting will prevent all
errors and fraud. A control system, no matter how well conceived or operated,
can provide only reasonable, not absolute, assurance that the objectives of
the control system are met.(c)
    Changes in Internal Control Over Financial Reporting. During the fiscal year
ended December 31, 2004, there were no changes in the registrants internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the registrants internal control
over financial reporting. Notices Pursuant to Regulation BTR. None. Audit Committee Financial Expert. The registrants board of directors has determined that Mr. Allan Olson, a member of the
registrants Audit Committee, qualifies as an Audit Committee financial expert (as such term is
defined in Form 40-F) and independent (as such term is defined in the rules of the New York Stock
Exchange (NYSE Rules)). 2




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Code of Ethics. The registrant has adopted a code of ethics (as that term is defined in Form 40-F), entitled the
Code of Business Conduct and Ethics (the Code of Ethics), that applies to its principal executive
officer, principal financial officer, principal accounting officer or controller, and persons
performing similar functions (together, the Financial Supervisors). The Code of Ethics, which complies with the NYSE Rules, is available for viewing on the
registrants website at www.brookfieldpropeties.com, and is available in print to any shareholder
who requests it. Requests for copies of the Code of Ethics should be made by contacting: Melissa
Coley, Vice President, Investor Relations and Communications at Brookfield Properties Corporation,
One Liberty Plaza, New York, New York 10006 or by email to mcoley@brookfieldproperties.com. Since the adoption of the Code of Ethics, there have not been any amendments to the Code of Ethics
or waivers, including implicit waivers, from any provision of the Code of Ethics. Principal Accountant Fees and Services. Deloitte & Touche LLP and its predecessors (Deloitte & Touche) have served as external auditors
of the registrant since 1978. From time to time, Deloitte & Touche has provided consulting and
other non-audit services to the registrant and its subsidiaries. The following table sets forth further information on the fees billed by Deloitte & Touche to the
registrant for the fiscal years ended December 31, 2004 and 2003: Service Performed
    
    2004
    
    
    2003Audit and Audit-related servicesConsolidated, subsidiary and property level financial statements(1)
    
    $
    1,020,000
    
    
    $
    1,087,000Quarterly reviews(2)
    
    
    140,000
    
    
    
    Prospectuses
    
    
    97,000
    
    
    
    116,600S-OX 404 Readiness
    
    
    20,000
    
    
    
    Other
    
    
    10,000
    
    
    
    9,500TaxTax compliance
    
    
    240,000
    
    
    
    275,000Advisory
    
    
    70,000
    
    
    
    65,000Total fees
    
    $
    1,597,000
    
    
    $
    1,553,100
 Notes:   (1)
    
    Included in the 2004 and 2003 audit fees are $80,000 and $85,000, respectively, relating to
the audits of BPO Properties Ltd., which is listed on the Toronto Stock Exchange.(2)
    
    Included in the 2004 quarterly review fees is $45,000 relating to the review of BPO
Properties, Ltd. Audit fees include fees that would normally be provided by the external auditor in connection
with statutory and regulatory filings or engagements, including fees for services necessary to
perform an audit or review in accordance with generally accepted auditing standards. This category
also includes services that generally only the external auditor reasonably can provide, including
comfort letters, statutory audits, attest services, consents and assistance with and review of
certain documents filed with securities regulatory authorities. Audit-related fees are paid for assurance and related services, such as due diligence services,
that traditionally are performed by the external auditor. More specifically, these services
include, among others: audits required by lenders, joint venture agreements, tenants and employee
benefit plan requirements, accounting consultations and audits in connection with potential
transactions, internal control reviews and consultation concerning financial accounting and
reporting standards. The Audit Committee of the board of directors has received representations from Deloitte & Touche
regarding their independence and has considered the relations described above in arriving at its
determination that Deloitte & Touche are independent of the registrant. 3




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Of the fees reported in this Annual Report on Form 40-F under the heading Principal Accountant
Fees and Services, nil of the fees billed by Deloitte & Touche were approved by the audit
committee of the registrant pursuant to the de minimus exception provided by Section (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X. Pre-Approval Policies and Procedures The registrant has adopted the following policies and procedures with respect to the pre-approval
of audit and permitted non-audit services to be provided by Deloitte & Touche:  1.
    Deloitte & Touche may not be engaged to perform for the registrant, and is prohibited
from performing for the registrant, any service enumerated in Section 201(a) of the
Sarbanes-Oxley Act of 2002, except as may otherwise be provided by law or regulation.2.
    Deloitte & Touche may perform no services for the registrant, whether associated with
audit or non-audit functions, unless the services to be provided have been approved prior
to their performance by the registrants Audit Committee, except as may otherwise be
provided by law or regulation.3.
    The registrants Audit Committee has approved a list of services that is sufficiently
detailed as to the particular services to be provided to ensure that (i) the Audit
Committee knows precisely what services it is being asked to pre-approve and (ii) it is
not necessary for any member of management to make a judgment as to whether a proposed
service fits within the pre-approved services.4.
    The authority to grant any pre-approval sought from the registrants Audit Committee
has been delegated to the Audit Committee Chairperson, acting alone; provided, however,
that no such pre-approval may be granted with respect to any service proposed to be
performed for the registrant by Deloitte & Touche that either is prohibited pursuant to
Section 201(a) of the Sarbanes-Oxley Act of 2002 or otherwise appears reasonably likely to
compromise Deloitte & Touches independence; and provided further, that any pre-approval
granted pursuant to this delegation of authority will be reviewed with the Audit Committee
at its next regularly scheduled meeting. Off-Balance Sheet Arrangements. None. Tabular Disclosure of Contractual Obligations. The following table presents contractual obligations of the registrant over the next five years: Payments Due By Period(Millions)
    
    Total
    
    
    1 - 3 Years
    
    
    4  5 Years
    
    
    After 5 YearsCommercial property debt
    
    $
    4,550
    
    
    $
    1,084
    
    
    $
    471
    
    
    $
    2,995Other obligations
    
    
    302
    
    
    
    135
    
    
    
    
    
    
    
    167Total obligations
    
    $
    4,852
    
    
    $
    1,219
    
    
    $
    471
    
    
    $
    3,162
 Other obligations include retractable preferred shares and debt attributable to the land
development operations. See Accounts Payable and Other Liabilities and Note 9 of the consolidated
financial statements for further discussion on other obligations. The registrant also has
properties situated on land help under leases or other agreements largely expiring after the year
2069. Minimum rental payments on land leases are approximately $22 million annually for the next
five years and $973 million in total on an undiscounted basis. 4




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Identification of the Audit Committee. The registrant has a separately-designated standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are: Messrs. Allan
Olson (Chairman), William Cahill and Paul McFarlane. Disclosure Pursuant to the Requirements of the New York Stock Exchange Independence Requirements As set out under Principal Holders of Voting Shares, in the registrants Management Proxy
Circular dated March 15, 2005, Brascan Corporation (Brascan) owns approximately 50% of the
registrants common shares and 97% of the registrants Limited Class A redeemable voting preferred
shares. As such, the registrant is a controlled company as defined by the NYSE Rules and has
chosen to rely on the NYSE Rules controlled companies exemption with respect to certain
independence requirements. The NYSE Rules require that all of the members of the registrants
Audit Committee, Governance and Nominating Committee and the Human Resources and Compensation
Committee be independent. The Governance and Nominating Committee and the Human Resources and
Compensation Committee are comprised of a majority of independent directors and each has one
Brascan representative. The Audit Committee is comprised solely of independent directors. The board has concluded that the following directors and director nominees are independent within
the meaning of the NYSE Rules, and it has been determined that none of them has a material
relationship with the registrant which would impair his independence from management or otherwise
compromise his ability to act as an independent director: Messrs. William Cahill, Roderick Fraser
(nominee), Lance Liebman, Paul McFarlane, Allan Olson, Robert Stelzl (nominee) and William Wheaton. The board believes this is an appropriate mix of directors and that the involvement of Brascan on
the registrants board and board committees and of management on the registrants board promotes
effective oversight of the business plan and assessing managements performance on an ongoing
basis. Presiding Director at Meetings of Independent Directors The registrant schedules regular executive sessions in which the registrants independent
directors (as that term is defined in the NYSE Rules) meet without management participation. Mr.
Alan Olson serves as the presiding director (the Presiding Director) at such sessions. Communication with Non-Management Directors Shareholders may send communications to the registrants non-management directors by writing to the
Presiding Director, c/o Kathleen G. Kane, Brookfield Properties Corporation, One Liberty Plaza, New
York, New York 10006 or by email to kkane@brookfieldproperties.com. Communications will be
referred to the Presiding Director for appropriate action. The status of all outstanding concerns
addressed to the Presiding Director will be reported to the board of directors as appropriate. Corporate Governance Guidelines According to the NYSE Rules, a listed company must adopt and disclose a set of corporate governance
guidelines with respect to specified topics. Such guidelines are required to be posted on the
listed companys website. The registrants corporate governance practices comply in all
significant respects with the NYSE Rules. The guidelines are available for viewing on the
registrants website at www.brookfieldproperties.com and are available in print to any shareholder
who requests them. Requests for copies of the Corporate Governance Guidelines should be made by
contacting: Melissa Coley, Vice President, Investor Relations and Communications at Brookfield
Properties Corporation, One Liberty Plaza, New York, New York 10006 or by email to
mcoley@brookfieldproperties.com. 5




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Board Committee Mandates The Mandates of the registrants Audit Committee, Human Resources and Compensation Committee, and
Governance and Nominating Committee are each available for viewing on the registrants website at
www.brookfieldproperties.com, and are available in print to any shareholder who requests them.
Requests for copies of these documents should be made by contacting: Melissa Coley, Vice
President, Investor Relations and Communications at Brookfield Properties Corporation, One Liberty
Plaza, New York, New York 10006 or by email to mcoley@brookfieldproperties.com. UNDERTAKING AND CONSENT TO SERVICE OF PROCESS  A.
    Undertaking. The registrant undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the Securities and Exchange Commission (the SEC) staff, and to
furnish promptly, when requested to do so by the SEC staff, information relating to: the
securities registered pursuant to Form 40-F; the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or transactions in said securities.  B.
    Consent to Service of Process. The registrant has previously filed a Form F-X in connection with the class of securities in
relation to which the obligation to file this report arises. Any change to the name or address of the agent for service of process of the registrant shall
be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of
the registrant. SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 31, 2005. BROOKFIELD PROPERTIES CORPORATIONBy:
    
    /s/ Richard B. ClarkName: Richard B. ClarkTitle: President and Chief Executive OfficerBy:
    
    /s/ Craig J. LaurieName: Craig J. LaurieTitle: Senior Vice President and Chief Financial Officer
 6




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EXHIBIT INDEX Exhibit
    
    Description99.1
    
    Annual Information Form for the fiscal year ended December 31, 2004;99.2
    
    Managements Discussion and Analysis for the fiscal year ended December 31, 2004; and99.3
    
    Consolidated Financial Statements for the fiscal year ended December 31, 2004 (Note
16 to the Consolidated Financial Statements relates to United States Accounting
Principles and Reporting (U.S. GAAP)).99.4
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the
Securities Exchange Act of 193499.5
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the
Securities Exchange Act of 193499.6
    
    Section 1350 Certification of Chief Executive Officer99.7
    
    Section 1350 Certification of Chief Financial Officer99.8
    
    Consent of Deloitte & Touche LLP
 7