##### 



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
  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, 2006
 Commission file number 1-15226
 BROOKFIELD PROPERTIES CORPORATION
  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))
 BCE Place, 181 Bay Street, Suite 330, Toronto, Ontario, Canada M5J 2T3
(416) 369-2300
 Corporation Service Company, 80 State Street, Albany NY 12207-2543
800-927-9800
  Title of each class
    
    Name of each exchange on which registeredCommon Shares
    
    New York Stock Exchange
    þ þ
   o þ
  þ o




---



##### 



Principal Documents
  (a)
    
    Annual Information Form for the fiscal year ended December 31, 2006;(b)
    
    Managements Discussion and Analysis for the fiscal year ended December 31, 2006; and(c)
    
    Consolidated Financial Statements for the fiscal year ended December 31, 2006 (Note
24 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, 2006, 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)
    
    Managements Annual Report on Internal Control over Financial Reporting. The
disclosure provided as Exhibit 99.9 to this Annual Report on Form 40-F 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
provided as Exhibit 99.3 to this Annual Report on Form 40-F is incorporated
by reference herein.(e)
    
    Changes in Internal Control Over Financial Reporting. During the fiscal year
ended December 31, 2006, 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.
  Audit Committee Financial Expert.
  2




---



##### 



Code of Ethics
  www.brookfieldproperties.com
  Principal Accountant Fees and Services.
   Service Performed
    
    2006
    
    
    2005Audit fees (1) (2)
    
    $
    2,610,000
    
    
    $
    1,113,000Audit related fees (3) (4)
    
    
    4,395,000
    
    
    
    2,020,000Tax fees
    
    
    505,000
    
    
    
    460,000Total fees
    
    $
    7,510,000
    
    
    $
    3,593,000
 Notes:(1)
    
    Included in this amount is $115,000 and $45,000 (2005
- $105,000 and $50,000), respectively, relating to the audits of BPO
Properties Ltd. and FPT Brookfield Properties Inc., which are listed
on the Toronto Stock Exchange.(2)
    
    Included in the 2006 and 2005 quarterly review fees
are $80,000 and $40,000 (2005  $62,500 and $45,000), respectively,
relating to the review of BPO Properties Ltd. and FPT Brookfield
Properties Inc. which are listed on the Toronto Stock Exchange.(3)
    
    Included in this amount is $2,360,000 (2005 -
$915,000), related to audit of joint ventures of which the companys
share is $825,000 (2005- $309,000)(4)
    
    Included in this amount is $1,140,000 (2005 -
$460,000) related to accounting consultations in connection with
accounting and reporting standards related to transactions of joint
ventures, of which the companys share is $513,000 (2005  $115,000)     3




---



##### 



Pre-Approval Policies and Procedures.
  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 in respect of services
for which estimated fees do not exceed US$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 & 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.
  Tabular Disclosure of Contractual Obligations.
  Payments Due By Period(Millions)
    
    Total
    
    
    1 Year
    
    
    2 - 3 Years
    
    
    4 - 5 Years
    
    
    After 5 YearsCommercial property debt
    
    $
    11,219
    
    
    $
    806
    
    
    $
    1,569
    
    
    $
    5,180
    
    
    $
    3,664Residential development debt
    
    
    236
    
    
    
    200
    
    
    
    29
    
    
    
    7
    
    
    
    Capital securities(1)
    
    
    922
    
    
    
    
    
    
    
    
    
    
    
    171
    
    
    
    751Interest expense(2)Commercial property debt
    
    
    3,475
    
    
    
    690
    
    
    
    946
    
    
    
    606
    
    
    
    1,233Capital securities(1)
    
    
    376
    
    
    
    50
    
    
    
    100
    
    
    
    91
    
    
    
    135Capital securities  fund
subsidiaries(3)
    
    
    191
    
    
    
    28
    
    
    
    56
    
    
    
    56
    
    
    
    51
 (1)
    Excludes Class AAA Series E, as these are retractable at the holders option or
redeemable at our option at any time(2)
    Represents aggregate interest expense expected to be paid over the term of the
debt, on an undiscounted basis, based on current interest and foreign exchange rates(3)
    Excludes redeemable equity interests  4




---



##### 



Identification of the Audit Committee.
  Disclosure Pursuant to the Requirements of the New York Stock Exchange
 Independence Requirements
    
    
    Seven independent directors: William Cahill, Roderick Fraser, Paul
McFarlane, Allan Olson, Linda Rabbitt, Robert Stelzl and Diana Taylor. 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 that
some of our directors are affiliated with.
 
    
    Three BAM directors: Jack Cockwell, Bruce Flatt and Sam Pollock. While the
board of directors considers that these directors interests are fully
aligned with the interests of minority shareholders, and that they act
independently of management, the applicable rules suggest that they be
considered not independent.
 
    
    Three management representatives: Gordon Arnell, Chairman, John Zuccotti,
Co-Chairman, and Richard Clark, President and Chief Executive Officer are
not independent because they are members of senior management of the
registrant.
  Lead Independent Director at Meetings of Independent Directors
  Communication with Non-Management Directors
  5




---



##### 



Corporate Governance Guidelines
 www.brookfieldproperties.com
 Board Committee Mandates
 www.brookfieldproperties.com
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking.
  B. Consent to Service of Process.
   SIGNATURES
  BROOKFIELD PROPERTIES CORPORATIONBy:
    /s/ Richard B. ClarkName:
    Richard B. ClarkTitle:
    President and Chief Executive Officer By:
    /s/ Craig J. LaurieName:
    Craig J. LaurieTitle:
    Senior Vice President and
Chief Financial Officer 6




---



##### 



EXHIBIT INDEX
 Exhibit
    
    Description99.1
    
    Annual Information Form for the fiscal year ended December 31, 200699.2
    
    Managements Discussion and Analysis for the fiscal year ended December 31, 200699.3
    
    Consolidated Financial Statements for the fiscal year ended December 31, 2006
(Note 24 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 LLP99.9
    
    Managements Annual Report on Internal Control over Financial Reporting