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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 1934orþ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934
 For the fiscal year ended December 31, 2003 Commission file number 1-15226 BROOKFIELD PROPERTIES CORPORATION (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))
 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
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: 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: 156,246,701 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, 2003;(b)
    
    Managements Discussion and Analysis for the fiscal year ended December 31, 2003; and(c)
    
    Consolidated Financial Statements for the fiscal year ended December 31, 2003 (Note
15 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, 2003, 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 recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms.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, 2003, 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.brookfieldproperties.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 (Deloitte & Touche) and its predecessors 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: Service Performed
    
    2003
    
    2002Audit Fees
    
    $
    1,203,600
    
    
    $
    1,199,300Audit-Related Fees
    
    
    9,500
    
    
    
    9,000Tax Fees
    
    
    340,000
    
    
    
    460,000All Other Fees
    
    
    
    
    
    
    Total
    
    $
    1,553,100
    
    
    $
    1,668,300
 Audit fees include fees for services 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 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: employee benefit plan
audits, due diligence related to mergers and acquisitions, accounting
consultations and audits in connection with acquisitions, internal control
reviews, attest services that are not required by statute or regulation and
consultation concerning financial accounting and reporting standards. Tax Fees are for professional services rendered for tax compliance, tax advice
and tax planning on certain transactions. 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. 3




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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. Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    1 Year
    
    1 - 3 Years
    
    3 - 5 Years
    
    5 YearsCommercial property debt
    
    $
    4,537
    
    
    $
    265
    
    
    $
    1,198
    
    
    $
    443
    
    
    $
    2,631Other obligations
    
    
    269
    
    
    
    124
    
    
    
    26
    
    
    
    
    
    
    
    119Total
    
    $
    4,806
    
    
    $
    389
    
    
    $
    1,224
    
    
    $
    443
    
    
    $
    2,750
 Other obligations include shareholder advances and debt attributable to the
land development business. Advances from Brascan Corporation totaling $119
million includes a revolving five-year term facility and bears interest based
on the prime rate. This revolving facility is convertible at either partys
option into a fixed-rate financing at 9.75% repayable in 2015. The debt
attributable to the land development business totaled $150 million at December
31, 2003 and has a weighted average interest rate of 4.4%. 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 4, 2004, 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 a majority of
the registrants directors be independent, and that all of the members of the
registrants Audit Committee, Governance and Nominating Committee and the Human
Resources and Compensation Committee be independent. Six of the registrants
twelve directors have been determined by 4




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the board to be independent within the meaning of the NYSE Rules; Brascan has
three representatives on the board and the remaining three are members of
management. 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 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, Lance Liebman, John McCaig, Paul McFarlane,
Allan Olson 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. John McCaig 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. 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. 5




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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 Company 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 May 18, 2004. 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




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EXHIBIT INDEX Exhibit
    
    Description99.1
    
    Annual Information Form for the fiscal year ended December 31, 2003;99.2
    
    Managements Discussion and Analysis for the fiscal year ended December 31, 2003; and99.3
    
    Consolidated Financial Statements for the fiscal year ended December 31, 2003 (Note
15 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