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



x Annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended December 31, 2012



Commission file number 1-15226



BROOKFIELD OFFICE PROPERTIES INC.



(Exact name of registrant as specified in
its charter)



|Canada
        
        (Province or other jurisdiction
of incorporation or organization) | 6512
        
        (Primary Standard Industrial
        Classification Code Number (if
applicable)) | Not applicable
        
        (I.R.S. Employer
        Identification Number (if Applicable))
|----------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------



Brookfield Place, 181 Bay Street, Suite
330, Toronto, Ontario, Canada M5J 2T3



(416) 369-2300



(Address and Telephone Number of Registrant’s
Principal Executive Offices)



Corporation Service Company, 80 State
Street, Albany NY  12207-2543



800-927-9800



(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
        
        Common Shares | Name of each exchange on which registered
        
        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:



|x Annual
Information Form | xAudited 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: 504,720,629



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 x      No
o



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files).



 ̈ Yes     ̈ No













Principal Documents



The
following documents, filed as Exhibits 99.1 through 99.2 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, 2012;                                                                                                    
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                         
|(b) |  | Management’s Discussion and Analysis for the fiscal year ended December 31, 2012 (included in the registrant’s 2012 Annual Report attached hereto as Exhibit  99.2); and
|    |  |                                                                                                                                                                         
|(c) |  | Consolidated Financial Statements for the fiscal year ended December 31, 2012 (included in the registrant’s 2012 Annual Report attached hereto as Exhibit 99.2).        



Additional Disclosure



Certifications and Disclosure Regarding Controls and Procedures.



|(a) |  | Certifications. See Exhibits 99.3 to 99.6 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, 2012, 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 were 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 (“SEC”) 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) |  | Management’s Annual Report on Internal Control over Financial Reporting.  The disclosure provided in Management’s Report on Internal Control over Financial Reporting included in the registrant’s audited consolidated financial statements attached hereto as Exhibit 99.2 is incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(d) |  | Attestation Report of the Registered Public Accounting Firm.  The disclosure provided in the Report of Independent Registered Chartered Accountants included in the registrant’s audited consolidated financial statements attached hereto as Exhibit 99.2 is incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(e) |  | Changes in Internal Control Over Financial Reporting.   During the fiscal year ended December 31, 2012, 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
Christie J.B. Clark, the Chairman 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 New York Stock Exchange Listed
Company Manual (“NYSE Rules”)).



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 all directors, officers and employees.



The Code of Ethics, which complies with the NYSE Rules, is available
for viewing on the registrant’s website at www.brookfieldofficeproperties.com, and is available without charge in
print to any shareholder who requests it.  Requests for copies of the Code of Ethics should be made by contacting: Secretary,
Brookfield Office Properties Inc., Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281 or by email to contact-form@brookfieldofficeproperties.com.



All amendments to the Code of Ethics, and all waivers of the
Code of Ethics with respect to any of director, officer or employee of the registrant, have been and will be posted promptly on
the registrant’s website.



Principal Accountant Fees and Services.



Deloitte LLP (“Deloitte”) has served as external
auditors of the registrant since 1978.  From time to time, Deloitte has provided tax and other non-audit services to
the registrant and its subsidiaries.



The information set forth under the heading “External
Auditor Service Fees (By Category)” under the “Audit Committee Information” section of the registrant’s
Annual Information Form for the fiscal year ended December 31, 2012, attached hereto as Exhibit 99.1, is incorporated by reference
herein. Of the fees set forth under such heading, none of the fees billed by Deloitte 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.



The Audit Committee of the board of directors has determined
that the provision of these services is compatible with the maintenance of the independence of Deloitte.



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:



| | 1. | Deloitte 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 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 in respect of services for which estimated fees do not exceed $250,000; provided, however, that no such pre-approval may be granted with respect to any service proposed to be performed for the registrant by Deloitte that either is prohibited pursuant to Section 201(a) of the Sarbanes-Oxley Act of 2002 or otherwise appears reasonably likely to compromise Deloitte’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.



Disclosure of Contractual Obligations.



The information provided in the Management’s Discussion
and Analysis for the fiscal year ended December 31, 2012 in Exhibit 99.2 as filed with this Annual Report on Form 40-F contains
the registrant’s disclosure of contractual obligations and is incorporated by reference herein.



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:  Christie
J.B. Clark (Chairman), Robert L. Stelzl, Michael Hegarty and F. Allan McDonald.



Disclosure Pursuant to the Requirements of the New York Stock
Exchange.



Independence Requirements



The board of directors is currently composed of 11 directors.
The board of directors considers that its size and composition is appropriate given the diversity of the registrant’s
operations and the need for a variety of experience and backgrounds.  The board of directors believes that a combination
of independent directors, directors related to the registrant’s parent company, Brookfield Asset Management Inc. (“BAM”)
and directors drawn from management leads to a constructive exchange in deliberations resulting in objective, well-balanced and
informed discussion and decision making.



Each director must have an understanding of the registrant’s
principal operational and financial objectives, plans and strategies, financial position and performance as well as the performance
of the registrant relative to its principal competitors.  Directors must have sufficient time to carry out their duties
and not assume responsibilities that would materially interfere with or be incompatible with board of directors membership.  Directors
who experience a significant change in their personal circumstances, including a change in their principal occupation, are expected
to advise, and submit a written resignation letter to, the Chairperson of the Governance and Nominating Committee and, if determined
appropriate by the board on the recommendation of the Governance and Nominating Committee, the board of directors shall accept
such offer of resignation.



The board of directors, with the assistance of the Governance
and Nominating Committee, determines whether each director is an independent director. In determining independence, the board of
directors utilized the definition of “independent” in the NYSE Rules and in Canadian National Instrument 52-110, “Audit
Committees” (“NI 52-110”).  In making these determinations, the board of directors examines each individual
director’s circumstances and his or her relationship to the registrant and its affiliates.  For a director to be
independent, the board must affirmatively determine that such director has no material relationship with the registrant and, in
the case of audit committee members, such director did not receive any consulting, advisory, or other compensatory fee from the
registrant except in his or her capacity as a member of the board of directors or a committee thereof.













The board has a policy that at least a majority of its directors
should be independent directors in order to ensure that the board’s interests are closely aligned with the interests of the
registrant’s shareholders.



The board of directors has determined that a majority of its
directors are independent, and has classified the 11 directors as follows:



|* | Six independent directors: William T. Cahill, Christie J.B. Clark,  Michael Hegarty, Paul J. Massey Jr., F. Allan McDonald and Robert L. Stelzl.  In determining that all of these directors are independent, the board of directors considered all relevant facts and circumstances, including that in the normal course of business, the registrant provides real estate and/or services to, and receives rental income and/or services from, companies with whom some of these directors are affiliated. Robert L. Stelzl has been appointed as the lead independent director (“Lead Independent Director”).  Mr. Stelzl is also the Chairman of the Governance and Nominating Committee.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|* | Five non-independent directors:  Gordon E. Arnell, Richard B. Clark, Jack L. Cockwell, Dennis H. Friedrich and John E. Zuccotti are considered not to be independent since they have current or recent interests in or are related to the registrant or its majority shareholder, Brookfield Asset Management Inc. or are members of senior management of the registrant.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Lead Independent Director at Meetings of Independent Directors



The registrant schedules regular executive sessions at which
the registrant’s “independent directors” (as that term is defined in the NYSE Rules) meet without management
participation.  Mr. Robert L. Stelzl serves as the Lead Independent Director at such sessions.



Communication with Non-Management Directors



Shareholders may send communications to the
registrant’s non-management directors by writing to the Lead Independent Director, c/o Secretary, Brookfield Office
Properties Inc., Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281 or by email to contact-form@brookfieldofficeproperties.com.
Communications will be referred to the Lead Independent Director for appropriate action.  The status of all
outstanding concerns addressed to the Lead Independent 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 registrant’s website.  The registrant’s corporate governance practices comply in all significant
respects with the NYSE Rules.  The Corporate Governance Guidelines are available for viewing on the registrant’s
website at www.brookfieldofficeproperties.com and are available without charge in print to any shareholder who requests
them.  Requests for copies of the Corporate Governance Guidelines should be made by contacting: Secretary, Brookfield
Office Properties Inc., Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281 or by email to contact-form@brookfieldofficeproperties.com.



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.brookfieldofficeproperties.com, and are available without charge in print to any shareholder who requests
them.  Requests for copies of these documents should be made by contacting:  Secretary, Brookfield Office
Properties Inc., Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281 or by email to contact-form@brookfieldofficeproperties.com.













MINE SAFETY DISCLOSURE



Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other
mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified
health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under
the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health
Act of 1977, as amended (the “Mine Act”). During the fiscal year ended December 31, 2012, the registrant did not have
any mines in the United States subject to regulation by MSHA under the Mine Act.



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 SEC staff, and to furnish promptly, when requested to do so by the
SEC staff, information relating to:  (i) the securities registered pursuant to Form 40-F; (ii) the securities
in relation to which the obligation to file an Annual Report on Form 40-F arises; or (iii) 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 28, 2013.







|BROOKFIELD OFFICE PROPERTIES INC.
|---------------------------------
|                                 
|By:                              
|Name:                            
|Title:                           













EXHIBIT INDEX



|Exhibit | Description                                                                                                                                                                                           
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                       
|99.1    | Annual Information Form for the fiscal year ended December 31, 2012                                                                                                                                   
|        |                                                                                                                                                                                                       
|99.2    | 2012 Annual Report (containing Management’s Discussion and Analysis for the fiscal year ended December 31, 2012 and the Consolidated Financial Statements for the fiscal year ended December 31, 2012)
|        |                                                                                                                                                                                                       
|99.3    | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934                                                                                  
|        |                                                                                                                                                                                                       
|99.4    | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934                                                                                  
|        |                                                                                                                                                                                                       
|99.5    | Section 1350 Certification of Chief Executive Officer                                                                                                                                                 
|        |                                                                                                                                                                                                       
|99.6    | Section 1350 Certification of Chief Financial Officer                                                                                                                                                 
|        |                                                                                                                                                                                                       
|99.7    | Consent of Deloitte LLP