**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, 2005******Commission file number 1-15226****BROOKFIELD PROPERTIES CORPORATION**(Exact name of registrant as specified in its charter)     **Canada** **6512** **Not applicable**(Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employerincorporation or organization) Classification Code Number (if Identification Number (if Applicable))  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 registered**   Common Shares New York Stock ExchangeSecurities 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:þAnnual Information Form                           þ Audited Annual Financial Statements     Indicate the number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report: 231,209,625     Indicate by check mark whether the registrant by filing the information contained in this Formis also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under theSecurities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file numberassigned 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 befiled by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports); and (2) has been subject tosuch filing requirements for the past 90 days. Yes þ No o  
 

 
**Principal Documents**The following documents, filed as Exhibits 99.1 through 99.3 hereto, are hereby incorporatedby reference into this Annual Report on Form 40-F:(a) Annual Information Form for the fiscal year ended December 31, 2005; (b) Management’s Discussion and Analysis for the fiscal year ended December 31, 2005; and (c) Consolidated Financial Statements for the fiscal year ended December 31, 2005 *(Note21 to the Consolidated Financial Statements relates to United States AccountingPrinciples 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 fiscalyear ended December 31, 2005, an evaluation of the effectiveness of theregistrant’s “disclosure controls and procedures” (as such term is defined inRules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)) was carried out by the registrant’s principalexecutive officer and principal financial officer. Based upon thatevaluation, the registrant’s principal executive officer and principalfinancial officer have concluded that as of the end of that fiscal year, theregistrant’s disclosure controls and procedures are effective to ensure thatinformation required to be disclosed by the registrant in reports that itfiles or submits under the Exchange Act is (i) recorded, processed,summarized and reported within the time periods specified in Securities andExchange Commission rules and forms and (ii) accumulated and communicated tothe registrant’s management, including its principal executive officer andprincipal financial officer, to allow timely decisions regarding requireddisclosure.   It should be noted that while the registrant’s principal executive officerand principal financial officer believe that the registrant’s disclosurecontrols and procedures provide a reasonable level of assurance that they areeffective, they do not expect that the registrant’s disclosure controls andprocedures or internal control over financial reporting will prevent allerrors and fraud. A control system, no matter how well conceived or operated,can provide only reasonable, not absolute, assurance that the objectives ofthe control system are met. (c) Changes in Internal Control Over Financial Reporting. During the fiscal yearended December 31, 2005, there were no changes in the registrant’s internalcontrol over financial reporting that have materially affected, or arereasonably likely to materially affect, the registrant’s internal controlover financial reporting.**Notices Pursuant to Regulation BTR.**None.**Audit Committee Financial Expert.**The registrant’s board of directors has determined that Mr. Paul McFarlane, a member of theregistrant’s Audit Committee, qualifies as an “Audit Committee financial expert” (as such term isdefined in Form 40-F) and “independent” (as such term is defined in the rules of the New York StockExchange (“NYSE Rules”)).**Code of Ethics**.The registrant has adopted a “code of ethics” (as that term is defined in Form 40-F), entitled theCode of Business Conduct and Ethics (the “Code of Ethics”), that applies to all directors, officersand employees.The Code of Ethics, which complies with the NYSE Rules, is available for viewing on theregistrant’s Website at
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*www.brookfieldproperties.com*, and is available in print to any shareholderwho requests it. Requests for copies of the Code of Ethics should be made by contacting: MelissaColey, Vice President, Investor Relations and Communications at Brookfield Properties Corporation,Three World Financial Center, New York, New York 10281 or by email tomcoley@brookfieldproperties.com.Since the adoption of the Code of Ethics, there have not been any waivers, including implicitwaivers, 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 auditorsof the registrant since 1978. From time to time, Deloitte & Touche has provided consulting andother non-audit services to the registrant and its subsidiaries.The following table sets forth further information on the fees billed by Deloitte & Touche to theregistrant for the fiscal years ended December 31, 2005 and 2004:         Service Performed 2005  2004  Audit and Audit-related services        Consolidated, subsidiary and property level financial statements(1) (2) $1,965,000  $1,020,000 Accounting consultations in connection with transactions andaccounting and reporting standards(3)  710,000   205,000 S-OX 404 Readiness  200,000   20,000 Quarterly reviews(4)  175,000   140,000 Prospectuses and other securities filings  83,000   97,000 Other  —   10,000 Tax        Tax compliance  300,000   295,000 Advisory  160,000   120,000  Total fees $3,593,000  $1,907,000  *Notes:*(1) Included in this amount is $105,000 (2004 — $80,000), respectively,relating to the audits of BPO Properties Ltd., which is listed on theToronto Stock Exchange. (2) Included in this amount is $915,000 (2004- $262,500), related toaudit of joint ventures of which the registrant’s share is $309,000 (2004-$140,000) (3) Included in this amount is $460,000 (2004- Nil) related toaccounting consultations in connection with transactions and accounting andreporting standards of joint ventures, of which the registrant’s share is$115,000 (2004- Nil) (4) Included in the 2005 and 2004 quarterly review fees are $62,500and $45,000, respectively, relating to the review of BPO Properties Ltd.Audit fees include fees that would normally be provided by the external auditor in connectionwith statutory and regulatory filings or engagements, including fees for services necessary toperform an audit or review in accordance with generally accepted auditing standards. This categoryalso includes services that generally only the external auditor reasonably can provide, includingcomfort letters, statutory audits, attest services, consents and assistance with and review ofcertain 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 servicesinclude, among others: audits required by lenders, joint venture agreements, tenants and employeebenefit plan requirements, accounting consultations and audits in connection with potentialtransactions, internal control reviews and consultation concerning financial accounting andreporting standards.Tax fees consist of services related to tax compliance, including the preparation of tax returnsand claims for refund, and tax planning and advice, including assistance with property taxassessment and appeals and technical advice related to income tax matters.The Audit Committee of the board of directors has received representations from Deloitte & Toucheregarding their independence and has considered the relations described above in arriving at itsdetermination that Deloitte & Touche is independent of the registrant.
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Of the fees reported in this Annual Report on Form 40-F under the heading “Principal AccountantFees and Services”, none of the fees billed by Deloitte & Touche were approved by the AuditCommittee 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-approvalof 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 prohibitedfrom performing for the registrant, any service enumerated in Section 201(a) of theSarbanes-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 withaudit or non-audit functions, unless the services to be provided have been approved priorto their performance by the registrant’s Audit Committee, except as may otherwise beprovided by law or regulation.  3. The registrant’s Audit Committee has approved a list of services that is sufficientlydetailed as to the particular services to be provided to ensure that (i) the AuditCommittee knows precisely what services it is being asked to pre-approve; and (ii) it isnot necessary for any member of management to make a judgment as to whether a proposedservice fits within the pre-approved services.  4. The authority to grant any pre-approval sought from the registrant’s Audit Committeehas been delegated to the Audit Committee Chairperson, acting alone in respect of servicesfor which estimated fees do not exceed US$250,000; provided, however, that no suchpre-approval may be granted with respect to any service proposed to be performed for theregistrant by Deloitte & Touche that either is prohibited pursuant to Section 201(a) of theSarbanes-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 thisdelegation of authority will be reviewed with the Audit Committee at its next regularlyscheduled meeting.**Off-Balance Sheet Arrangements.**None.**Tabular Disclosure of Contractual Obligations.**The following table presents the registrant’s contractual obligations over the next five years andthereafter as at December 31, 2005:                       Payments Due By Period(Millions) Total  1 - 3 Years  4 - 5 Years  After 5 Years  Commercial property debt $5,216  $1,281  $1,026  $2,909 Residential development debt  158   155   3   — Capital securities(1)  929   —   172   757 Interest expense(2)                Commercial property debt  2,463   848   445   1,170 Capital securities(1)  415   193   96   126  (1) Excludes Class AAA Series E, as these are retractable at the holder’s option orredeemable 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.Additionally, the registrant has properties situated on land held under leases or otheragreements largely expiring on or before the year 2069. Minimum rental payments on land leases areapproximately $22 million annually for the next five years and $959 million in total on anundiscounted basis.
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**Identification of the Audit Committee.**The registrant has a separately-designated standing Audit Committee established in accordance withSection 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are: Messrs. PaulMcFarlane (Chairman), William Cahill, Allan Olson and Robert Stelzl.**Disclosure Pursuant to the Requirements of the New York Stock Exchange**.Independence RequirementsThe board of directors is currently composed of thirteen directors. Thirteen nominees are standingfor election as directors. The board of directors considers that its proposed size and compositionis appropriate given the diversity of the registrant’s operations and the need for a variety ofexperience and backgrounds. The board of directors believes that a combination of independentdirectors, directors related to Brookfield Asset Management Inc. (“BAM”) and directors drawn frommanagement leads to a constructive exchange in deliberations resulting in objective, well-balancedand informed discussion and decision making.The board of directors, with the assistance of the Governance and Nominating Committee, determineswhether each director is an independent director. In determining independence, the board ofdirectors utilized on the definition of “independent” in the NYSE listing standards and inMultilateral Instrument 52-110. In making these determinations, the board of directors examinesthe results of annual questionnaires completed by each director, as well as each individualdirector’s circumstances and his or her relationship to the registrant and its affiliates. For adirector to be independent, the board must affirmatively determine that such director has nomaterial relationship with the registrant and each such director did not receive any consulting,advisory, or other compensatory fee from the registrant except in his or her capacity as a memberof the board of directors or a committee thereof.The board of directors has determined that the thirteen director nominees are classified as follows:**•** Seven independent directors: William Cahill, Roderick Fraser, PaulMcFarlane, Allan Olson, Linda Rabbitt, Robert Stelzl and William Wheaton. Indetermining that all of these directors are independent, the board ofdirectors considered all relevant facts and circumstances, including that inthe normal course of business, the registrant provides real estate and/orservices to, and receives rental income and/or services from, companies thatsome of our directors are affiliated with.**•** Three BAM directors: Jack Cockwell, Bruce Flatt and Sam Pollock. While theboard of directors considers that these directors’ interests are fullyaligned with the interests of minority shareholders, and that they actindependently of management, the applicable rules suggest that they beconsidered not independent.**•** Three management representatives: Gordon Arnell, Chairman, John Zuccotti,Co-Chairman, and Richard Clark, President and Chief Executive Officer arenot independent because they are members of senior management of theregistrant.The board believes this is an appropriate mix of directors and that the involvement of BAM on theregistrant’s board and board committees and of management on the registrant’s board promoteseffective oversight of the business plan and assessing management’s performance on an ongoingbasis.Lead Independent Director at Meetings of Independent DirectorsThe registrant schedules regular executive sessions at which the registrant’s “independentdirectors” (as that term is defined in the NYSE Rules) meet without management participation. Mr.Allan Olson serves as the lead independent director (the “Lead Independent Director”) at suchsessions.Communication with Non-Management DirectorsShareholders may send communications to the registrant’s non-management directors by writing to theLead Independent Director, c/o Kathleen G. Kane, Brookfield Properties Corporation, Three WorldFinancial Center, New York, New York 10281 or by email to kkane@brookfieldproperties.com.Communications will be referred to the Lead Independent Director for appropriate action. Thestatus of all outstanding concerns addressed to the Lead Independent Director will be reported tothe board of directors as appropriate.
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Corporate Governance GuidelinesAccording to the NYSE Rules, a listed company must adopt and disclose a set of corporate governanceguidelines with respect to specified topics. Such guidelines are required to be posted on thelisted registrant’s website. The registrant’s corporate governance practices comply in allsignificant respects with the NYSE Rules. The Corporate Governance Guidelines are available forviewing on the registrant’s Website at *www.brookfieldproperties.com*and are available in print toany shareholder who requests them. Requests for copies of the Corporate Governance Guidelinesshould be made by contacting: Melissa Coley, Vice President, Investor Relations and Communicationsat Brookfield Properties Corporation, Three World Financial Center, New York, New York 10281 or byemail to mcoley@brookfieldproperties.com.Board Committee MandatesThe Mandates of the registrant’s Audit Committee, Human Resources and Compensation Committee, andGovernance 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, VicePresident, Investor Relations and Communications at Brookfield Properties Corporation, Three WorldFinancial Center, New York, New York 10281 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 respondto inquiries made by the Securities and Exchange Commission (the “SEC”) staff, and to furnishpromptly, when requested to do so by the SEC staff, information relating to: (i) the securitiesregistered pursuant to Form 40-F; (ii) the securities in relation to which the obligation to filean 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 inrelation 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 becommunicated promptly to the SEC by an amendment to the Form F-X referencing the file number of theregistrant.**SIGNATURES**Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of therequirements for filing on Form 40-F and has duly caused this annual report to be signed on itsbehalf by the undersigned, thereunto duly authorized, on March 31, 2006.      **BROOKFIELD PROPERTIES CORPORATION**