UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			For the transition period from _____________________ to __________________

Commission File Number: 001-36135

________________________

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

(Exact name of registrant as specified in its charter)


Maryland						46-2616226
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

250 Vesey Street, 15th Floor

New York, New York, 10281

(Address of principal executive offices and zip code)

(212) 417-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	DTLA-P	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☑

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the registrant’s common equity held by non-affiliates as of June 30, ~~2021~~2022 was $0. There is no established trading market for the registrant’s shares of common equity.

As of March 1824, ~~2022~~2023, none of the registrant’s common stock was traded on any public market.

DOCUMENTS INCORPORATED BY REFERENCE

None

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2021~~2022

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	9
Item 1B.	Unresolved Staff Comments.	23
Item 2.	Properties.	2324
Item 3.	Legal Proceedings.	2627
Item 4.	Mine Safety Disclosures.	2627
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2728
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	28
Item 6.	[Reserved]	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	48
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29
Item 8.	Financial Statements and Supplementary Data.	49
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	50
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	100
Item 8.	Financial Statements and Supplementary Data.	52
Item 9A.	Controls and Procedures.	100
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	107
Item 9B.	Other Information.	101
Item 9A.	Controls and Procedures.	107
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	101
Item 9B.	Other Information.	108
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	108
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	~~101~~109
Item 11.	Executive Compensation.	~~105~~113
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	~~108~~116
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	~~108~~116
Item 14.	Principal Accounting Fees and Services.	~~111~~119
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	~~113~~121
Item 16.	Form 10-K Summary.	~~122~~129
Signatures		~~123~~130

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 (as set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and the intention to continue to provide unaudited annual and quarterly financial statements following the delisting and deregistration of the Series A preferred stock and the potential for the Series A preferred stock to be quoted on the Pink Sheets (as defined below), and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.”

Although Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or “we”) believes that its anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond its control, which may cause Brookfield DTLA’s actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to:

•The use of debt to finance Brookfield DTLA’s business or that of its subsidiaries, especially given recent increases in market interest rates and their impact on borrowing and hedging costs and the ability to refinance. Brookfield DTLA has experienced defaults on some of its debt obligations and additional defaults are likely. The continuing failure to obtain additional capital or extend or refinance debt maturities on favorable terms or at all is likely to deepen liquidity concerns;

•Our inability to reduce our significant level of indebtedness, particularly in light of the conditions in the financing markets and effects of continuing reduced demand for office space in our market;

•Risks associated with the timing and consequences of current and potential loan defaults and assets dispositions or foreclosures;

•Risks associated with our ability to dispose of properties with potential value above the debt, if and when we decide to do so, at prices or terms set by or acceptable to us;

•Risks incidental to the ownership and operation of real estate properties, including local real estate conditions;

•The impact or unanticipated impact of general economic, political and market factors such as an economic recession in the regions in which Brookfield DTLA or any of its subsidiaries does business, including asthe aeffects ~~result~~ of ~~the~~reduced ~~capacity~~demand ~~limits~~for ~~imposed~~office byspace ~~both local~~ and ~~state~~the ~~governments~~increased oninterest ~~higher-risk~~rate ~~activities~~environment and ~~businesses, such as dine-in restaurants, bars, gyms and conference or convention centers, to combat~~ the ~~spread~~residual effect of ~~the~~ COVID-19 pandemic on our business;

•The ability to enter into new leases or renew leases on favorable terms;

•Business competition;

•Dependence on tenants’ financial condition which may be impacted by higher interest rates and inflationary pressures;

•The use of debt to finance Brookfield DTLA’s business or that of its subsidiaries;

•The behavior of financial markets, including fluctuations in interest rates;

•Uncertainties of real estate development or redevelopment;

•Global equity and capital markets and the availability of equity and debt financing and refinancing within these markets;

•Risks relating to Brookfield DTLA’s insurance coverage;

•Risks relating to trends in the office real estate industry including transition to hybrid or remote work policies and employee work-from home arrangements;

•The possible impact of international conflicts and other developments, including the war in Ukraine and terrorist acts;

•Potential environmental liabilities;

•Changes in tax laws and other tax-related risks, particularly the adverse effect of recent large increases in local real estate transfer taxes which will likely have the effect of materially reducing the values or our assets;

•Dependence on management personnel;

•Illiquidity of investments in real estate;

•Operational and reputational risks;

•Risks related to ~~climatic~~climate change;

•Catastrophic events, such as earthquakes or pandemics/epidemics;

•Other factors that are described in “Risk Factors” in Part I, Item 1A. “Risk Factors” in this Annual Report on Form 10-K; and

•Other risks and factors detailed from time to time in reports filed by Brookfield DTLA with the United States Securities and Exchange Commission.

Brookfield DTLA cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on Brookfield DTLA’s forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, Brookfield DTLA undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

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PART I

As used in this Annual Report on Form 10-K, unless otherwise indicated, tabular amounts are presented in thousands, except leasing information, percentage data and years.

As used in this Annual Report on Form 10-K, unless the context requires otherwise, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to Brookfield DTLA Fund Office Trust Investor Inc. together with its direct and indirect subsidiaries.

Item 1. Business.

Our Company

Brookfield DTLA is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended (the “Merger Agreement”), and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the “Series A preferred stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, “MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (“DTLA Holdings”, and together with its affiliates excluding the Company and its subsidiaries, the “Manager”). DTLA Holdings is an indirect partially-owned subsidiary of Brookfield Property Partners L.P. (“BPY”), an exempted limited partnership under the Laws of Bermuda, which in turn is the flagship commercial property entity ~~and~~wholly-owned ~~the~~by ~~primary vehicle through which~~ Brookfield ~~Asset Management Inc. (“BAM”)~~Corporation, a corporation under the ~~Laws~~laws of ~~Canada~~Ontario, and the primary vehicle through which Brookfield Corporation invests in real estate on a global basis. On ~~April~~December 19, ~~2021~~2022, ~~BAM~~Brookfield ~~and~~Asset ~~BPY~~Management ~~announced~~Inc. an(“BAM”) ~~agreement~~completed ~~for~~a ~~BAM~~distribution toand ~~acquire~~listing ~~100~~of 25% of ~~the~~its ~~limited~~asset ~~partnership~~management ~~units~~business of— ~~BPY~~Brookfield Asset Management Ltd. The ~~acquisition~~global ~~was~~alternative ~~completed~~asset inmanagement ~~July~~business ~~2021~~is now owned and ~~the~~operated ~~acquisition~~through ~~did~~Brookfield ~~not~~Asset ~~have~~Management ~~any~~ULC. BAM ~~impact~~is tonow ~~the~~known ~~Company~~as Brookfield Corporation.

On May 31, 2019, Brookfield DTLA Fund Properties II LLC (“Fund II”), a wholly-owned subsidiary of the Company, entered into an agreement to contribute and transfer all of its wholly-owned interests in Brookfield DTLA 4050/755 Inc., the indirect property owner of Beaudry (previously known as 755 South Figueroa), a residential development property, in exchange for noncontrolling interests in a newly formed joint venture with Brookfield DTLA FP IV Holdings LLC, a wholly-owned subsidiary of DTLA Holdings. As of December 31, ~~2021~~2022, the Company’s ownership interest in the joint venture was 3322.61%, a decrease from 4733.86% as of December 31, ~~2020~~2021 as a result of additional capital contributed by Brookfield DTLA FP IV Holdings LLC to the joint venture during the year ended December 31, ~~2021~~2022.

Brookfield DTLA primarily receives its income from lease income, including tenant reimbursements, generated from the operations of its office and retail properties, and to a lesser extent, revenue from its parking garages.

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Brookfield DTLA has elected to be taxed as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts and intends to conduct its operations so as to continue to qualify as a REIT.

Corporate Strategy

Brookfield DTLA’s current strategy is to own and invest in commercial properties primarily in the LACBD that are of high-quality, determined by management’s view of the certainty of receiving lease income payments generated by the tenants of those assets.

Competition

Brookfield DTLA competes in the leasing of primarily office space with a number of other real estate companies.

Principal factors of competition in our primary business of owning and operating office properties are: the quality of properties, leasing terms (including rent and other charges and allowances for tenant improvements), attractiveness and convenience of location, the quality and breadth of tenant services provided, and reputation as an owner and operator of quality office properties in the LACBD. Additionally, our ability to compete depends upon, among other factors, trends in the national and local economies, investment alternatives, financial condition and operating results of current and prospective tenants, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends.

Segment, Geographical and Tenant Concentration Information

Segment Information—

Brookfield DTLA currently operates in a single reportable segment, which includes the operation and management of its six commercial office properties and one retail property. Each of Brookfield DTLA’s operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed by management and discrete financial information is available. Management does not distinguish or group Brookfield DTLA’s consolidated operations based on geography, size or type. Brookfield DTLA’s operating properties have similar economic characteristics and provide similar products and services to tenants. As a result, Brookfield DTLA’s operating properties are aggregated into a single reportable segment.

Management also views the unconsolidated real estate joint venture, Brookfield DTLA Fund Properties IV LLC, as a separate operating segment. This joint venture engages in the development of the multifamily residential real estate property, ~~755 South Figueroa~~Beaudry, which has different economic characteristics compared to commercial office and retail properties described above. The progress of the development project, funding requirements, projected returns and other discrete financial information of the joint venture are regularly reviewed by management to assess performance. However, since this joint venture is not considered material to the overall results of the Company, it is not a reportable segment.

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Geographical Information—

All of Brookfield DTLA’s properties are owned and our business is conducted in the state of California.

Tenant Concentration Information—

Brookfield DTLA’s properties are typically leased to high credit-rated tenants for terms ranging from five to ten years, although we also enter into some shorter or longer-term leases. As our entire portfolio is located in the LACBD, any specific economic changes within that location could affect our tenant base, and by extension, our profitability.

A significant portion of Brookfield DTLA’s lease income is generated by a small number of tenants. No tenant accounted for more than 10% of our consolidated lease income during the years ended December 31, ~~2021~~2022, ~~2020~~2021 and ~~2019~~2020. See Item 2. “Properties—Tenant Information.”

During the years ended December 31, ~~2021~~2022, ~~2020~~2021 and ~~2019~~2020, BOA Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower, EY Plaza and 777 Tower each contributed more than 10% of Brookfield DTLA’s consolidated revenue. The revenue generated by these six properties totaled 9596%, 9795% and 9697% of Brookfield DTLA’s consolidated revenue during the years ended December 31, ~~2021~~2022, ~~2020~~2021 and ~~2019~~2020, respectively.

Government and Environmental Regulations

Brookfield DTLA’s office properties are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that each of our properties has the necessary permits and approvals to operate its business.

Our properties must comply with Title III of the Americans with Disabilities Act of 1990 (the “ADA”) to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA, and we continue to make capital expenditures to address the requirements of the ADA. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we continue to assess our properties and to make alterations as appropriate in this respect.

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Some of our properties contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. These operations create a potential for the release of petroleum products or other hazardous or toxic substances. In addition, some of our properties contain asbestos-containing building materials (“ACBM”). Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. These laws may also allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. We can make no assurance that costs of future environmental compliance will not affect our ability to make distributions to our stockholders or that such costs or other remedial measures will not have a material adverse effect on our business, financial condition or results of operations. None of our recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations.

Independent environmental consultants have conducted Phase I or other environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations.

The values of our assets are affected by the taxes on real estate transactions. In particular, sales and other transfers of our real estate assets often are subject to real estate transfer and other similar taxes. An increase in these taxes from 0.45% to 5.5% will go into effect on April 1, 2023, which increase is likely to materially and adversely affect the values of our real estate assets.

Environmental, Social and Governance (“ESG”)

As the largest manager of Class A office properties in Downtown Los Angeles, we achieve our sustainability goals through an integrated approach based on three principles:

•Develop, operate and renovate properties to achieve optimum energy efficiency, occupant satisfaction and reduced carbon emissions.

•Incorporate innovative environmental strategies in order to achieve best-in-industry environmental performance in all new office developments.

•Seek best-in-class environmental certifications, actively participate in green industry organizations, and support new initiatives that foster the energy and resource-efficient operation of office buildings and environmentally sustainable communities and practices.

In early 2021, our properties achieved the first ever UL Healthy Buildings Verification Mark for Indoor Air Quality (“IAQ”). To earn UL Verification, we participated in a thorough, comprehensive evaluation process that included on-site inspections and IAQ testing. Each property demonstrated excellent IAQ performance in bringing outdoor air into each property with superior filtering and circulation for the health and safety of its tenants and visitors. Ours is the largest portfolio to date to achieve this designation in Los Angeles and the first in Downtown Los Angeles.

The Company strives to reduce our energy footprint across all of our properties. We understand that incorporating energy efficiency measures into both our operating properties and new developments means long-term benefits, not only for our business, but for our tenants and communities as well. As of December 31, 2021, all of our properties are Leadership in Energy and Environmental Design (“LEED”) certified. LEED, which provides a framework for healthy, highly efficient, and cost-saving green buildings, is the most widely used green building rating system in the world.

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During ~~2021~~the year ended December 31, 2022, the following energy reduction initiatives were made in our properties:

•At ~~Wells~~EY ~~Fargo~~Plaza, ~~Center–North~~we ~~Tower,~~replaced ~~florescent~~the ~~lights~~light ~~were~~fixtures ~~replaced~~in the corridor with light emitting diode (“LED”) ~~lighting~~fixtures, ~~which~~resulting wein ~~expect~~energy tosavings betotaling ~~30%~~429 ~~more~~kilowatt ~~efficient.~~hours (“kWh”) per year;

•At 777 Tower, ~~lighting~~we ~~retrofit~~retrofitted ~~were~~24 ~~completed~~elevator ~~for~~lights ~~the~~and ~~entire~~45 ~~lobby~~hallway ~~from~~lights ~~100W~~to ~~metal~~LED ~~halides~~ to ~~18W~~extend ~~LEDs,~~the ~~reducing~~lifespan ~~wattage~~of ~~by 75%. In addition, we replaced~~ the ~~two~~lights ~~cooling~~and ~~towers’~~become ~~fill~~more ~~material~~energy ~~to improve efficiency by 35%.~~ efficient;

•At ~~Gas~~BOA ~~Company Tower~~Plaza, we ~~installed~~completed athe ~~480-V~~lighting ~~KVAR~~projects ~~unit~~totaling to680 ~~reduce~~light ~~electricity~~fixtures ~~consumption.~~which resulted in total savings of over 133,000 kWh per year;

~~In addition, in 2021, BOA Plaza implemented a ground water harvesting system to offset domestic water consumption for the cooling tower make-up.~~ •We ~~estimate~~achieved ~~the~~an ~~system~~Energy ~~will~~Star ~~capture~~of ~~160~~87,~~000~~ ~~gallons~~91and of94 ~~ground water per quarter. Furthermore,~~ at BOA Plaza, EY Plaza and ~~777~~Wells ~~Tower~~Fargo Center, two active beehives were installed in each of the properties as part of the urban beekeeping honey production project. This interactive experience will allow for deeper conversations about sustainability and help to raise awareness surrounding industrial agriculture and its impact on the environment. respectively;

•BOA Plaza is undergoing a light retrofit which will result in 204,000 kWh savings; and

•At Wells Fargo Center, we are replacing our centrifugal chillers with R-11 refrigerant and a 5 cell wood cooling tower, which will reduce our carbon footprint.

Insurance

Properties held by certain Brookfield DTLA subsidiaries and affiliates are covered under insurance policies entered into by the Manager that provide, among other things, all risk property and business interruption coverage for BPY’s commercial portfolio with a portfolio shared aggregate limit of $2.5 billion per occurrence as well as an aggregate limit of $~~495~~500.0 million of earthquake insurance for California, and $350.0 million of flood and weather catastrophe insurance. In addition, Brookfield DTLA’s properties are covered by a terrorism insurance policy that provides a maximum of $4.0 billion per occurrence for all of BPY’s properties located in the United States.

To the extent an act or acts of terrorism produce losses in excess of the limits in place, the resulting loss could have a material adverse effect on Brookfield DTLA’s business, financial condition, or results of operations. Brookfield DTLA is in compliance with the contractual obligations regarding terrorism insurance contained in such policies. See Item 1A. “Risk Factors—Insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates, which could adversely affect our financial condition and results of operations.”

Employees

As of December 31, ~~2021~~2022, Brookfield DTLA had no employees. The operations and activities of Brookfield DTLA are externally managed by employees of the Manager.

Corporate Offices

BPY owns the building in which Brookfield DTLA’s operations are managed: 250 Vesey Street, New York, NY 10281, telephone number 212-417-7000.

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Available Information

Brookfield DTLA files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements (if any), Information Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the U.S. Securities and Exchange Commission (the “SEC”). All reports we file with the SEC are available free of charge via EDGAR through the SEC website at http://www.sec.gov and on the Company’s website, http://www.dtlaofficefund.com, under “Reports & Filings—SEC Filings” as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Such filings are also available in print to any person who sends a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

We have included the web addresses of Brookfield DTLA and the SEC as inactive textual references only. Except as specifically incorporated by reference into this document, information on these websites is not part of this document.

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Item 1A. Risk Factors.

The following is a discussion of the risk factors that Brookfield DTLA’s management believes are material to Brookfield DTLA at this time. These risks and uncertainties are not the only ones facing Brookfield DTLA and there may be additional matters that Brookfield DTLA is unaware of or that Brookfield DTLA currently considers immaterial. In addition to the other information included in this Annual Report on Form 10-K, you should carefully consider the following risk factors. If any of these risks occur, our business, financial condition and operating results could be harmed, the market value of the Series A preferred stock could decline and stockholders could lose part or all of their investment.

RISKS RELATED TO THE OWNERSHIP OF BROOKFIELD DTLA SERIES A PREFERRED STOCK

Brookfield DTLA’s issubsidiaries ~~dependent~~have ~~upon~~issued, ~~the~~and ~~assets~~may ~~and~~in ~~operations~~the offuture ~~its~~issue, ~~direct~~equity ~~and~~securities ~~indirect~~that ~~subsidiaries. Brookfield DTLA~~are issenior ato ~~holding~~the ~~company~~equity ~~and~~interests ~~does~~of ~~not~~such ~~own~~subsidiary ~~any~~that ~~material~~are ~~assets~~owned, ~~other~~directly ~~than~~or indirectly, by the Company. The ~~equity~~respective ~~interests~~organizational documents of Brookfield DTLA and its subsidiaries, ~~which~~generally ~~conduct~~do ~~all~~not ofrestrict the ~~Company’s~~ ~~operations. As~~issuance aof ~~result,~~debt ~~distributions~~ or ~~advances~~equity ~~from~~by ~~the~~any of Brookfield ~~Company~~DTLA’s subsidiaries, ~~will~~and beany ~~the~~such ~~primary~~issuance ~~source~~may adversely impact the amount of funds available to ~~meet~~Brookfield DTLA ~~the~~for ~~obligations~~any ~~of the Company~~purpose, including ~~any~~for ~~obligation to pay~~ dividends, ~~if declared,~~ or other distributions into ~~respect~~holders of its capital stock, including the Series A preferred stock. ~~Our~~As ~~current~~part ~~and~~of ~~future~~the ~~obligations~~transactions ~~and~~immediately ~~liabilities~~following ~~may~~the ~~limit,~~consummation ~~and~~of the ~~terms~~merger ofwith ~~certain~~MPG, subsidiaries of the Company issued equity interests ~~issued~~that inrank ~~connection~~senior ~~with~~to the ~~transactions~~equity ~~immediately~~securities ~~following~~of such subsidiaries held indirectly by Brookfield DTLA, and as a result, rank senior to the ~~consummation~~Series A preferred stock. Additionally, at the time of the merger ~~will~~with ~~limit~~MPG, ~~the~~DTLA Holdings ~~amount~~made ofa ~~funds~~commitment ~~available~~to contribute up to ~~Brookfield~~$260.0 million in cash or property to Brookfield DTLA ~~for~~Fund ~~any~~Properties ~~purpose,~~II ~~including~~LLC for ~~dividends~~which orit ~~distributions~~will be entitled to ~~holders~~receive a preferred return. Pursuant to the amendments to the Limited Liability Company Agreement of ~~its~~Fund ~~capital~~II ~~stock~~effective November 2022, ~~including~~such ~~the~~contribution ~~Series~~commitment by DTLA Holdings increased to $425.0 Amillion. As ~~preferred~~of ~~stock~~December 31, 2022, $88.6 million is available to the Company under this commitment for future funding.

~~Brookfield~~The ~~DTLA’s~~Series B ~~subsidiaries~~preferred ~~have~~interest ~~issued, and may~~ in ~~the~~Fund ~~future~~II ~~issue,~~held ~~equity~~by ~~securities~~DTLA Holdings ~~that~~is ~~are~~ senior to the ~~equity~~interest ~~interests~~in ofFund ~~such~~II ~~subsidiary~~held ~~that are owned, directly or indirectly,~~ by ~~the Company. The respective organizational documents of~~ Brookfield DTLA and ~~its~~has ~~subsidiaries~~a ~~generally~~priority doon not restrict the issuance of debt or equity by any of Brookfield DTLA’s subsidiaries, and any such issuance may adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. As part of the transactions immediately following the consummation of the merger with MPG, subsidiaries of the Company issued equity interests that rank senior to the equity securities of such subsidiaries held indirectly by Brookfield DTLA, and, as a result, ~~effectively~~ rank senior to the Series A preferred stock. ~~Additionally,~~The ~~at the time of the merger with MPG, DTLA~~Series ~~Holdings~~B ~~made~~preferred ainterest ~~commitment~~in toFund ~~contribute~~II upmay tolimit ~~$260.0 million~~the inamount ~~cash~~of orfunds ~~property~~available to Brookfield DTLA ~~Fund~~for ~~Properties~~any IIpurpose, ~~LLC~~including for ~~which~~dividends itor ~~will~~other bedistributions ~~entitled~~ to ~~receive~~holders aof ~~preferred~~its ~~return. Effective~~capital ~~November 2020~~stock, ~~pursuant~~including to the ~~Amendment to Limited Liability Company Agreement of Fund II, such contribution commitment increased by $50.0~~Series ~~million~~A topreferred ~~$310~~stock.~~0 million. As of December 31, 2021, $21.2 million is available to the Company under this commitment for future funding.~~

~~The~~In ~~Series B~~addition, ~~preferred~~the ~~interest~~amount inof ~~Fund~~cash IIBrookfield DTLA ~~held~~currently bygenerates ~~DTLA Holdings~~from its operations is ~~effectively~~not ~~senior~~sufficient to ~~the~~cover ~~interest~~its ininvesting ~~Fund~~and IIfinancing ~~held~~activities, byincluding ~~Brookfield DTLA~~upcoming ~~and~~debt ~~has~~obligations, aleasing ~~priority~~costs onand ~~distributions~~capital ~~senior~~expenditures, towithout ~~the~~issuing additional debt or equity, ~~securities~~resulting in “negative cash burn,” and there can be no assurance that the amount of ~~such~~Brookfield DTLA’s ~~subsidiaries~~negative ~~held~~cash ~~indirectly~~burn bywill decrease. Brookfield DTLA does not expect this situation to improve this year. If Brookfield DTLA’s operating cash flows and, capital continues to be insufficient to cover its operating costs or to repay its indebtedness as ait ~~result~~comes due, ~~effectively~~we ~~rank~~may ~~senior~~seek to ~~the~~issue ~~Series A~~additional ~~preferred~~debt ~~stock. The~~and/or ~~Series B~~equity, ~~preferred~~including ~~interest~~to inaffiliates ~~Fund~~of IIBrookfield DTLA, ~~may~~which ~~limit~~issuances could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. In many cases, such securities may be issued if authorized by the board of directors of Brookfield DTLA without the approval of holders of the Series A preferred stock.

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InThe ~~addition,~~Series A ~~the~~preferred ~~amount~~stock ofranks ~~cash~~junior to any indebtedness of Brookfield DTLA ~~currently~~and ~~generates~~its ~~from~~subsidiaries. Brookfield DTLA is a holding company and does not own any material assets other than the equity interests of its subsidiaries, which conduct all of the Company’s operations. As isa ~~not~~result, ~~sufficient~~distributions or advances from the Company’s subsidiaries will be the primary source of funds available to ~~cover~~meet ~~its~~the ~~operating~~obligations of the Company, ~~financing~~including ~~and~~any ~~investing~~obligation ~~activities~~to pay dividends, ~~resulting~~if declared, or other distributions in ~~“negative~~respect ~~cash~~of ~~burn,”~~the Series A preferred stock. Our current and ~~there~~future ~~can~~obligations beand noliabilities ~~assurance~~may ~~that~~limit the amount of funds available to Brookfield DTLA’s ~~negative~~for ~~cash~~any ~~burn~~purpose, ~~will~~including ~~decrease,~~for dividends or ~~that~~distributions itto ~~will~~holders ~~not~~of ~~increase~~its capital stock, inincluding the ~~future~~Series A preferred stock. IfOther ~~Brookfield~~than as required under the “Distribution Waterfall” as described in Part II — Item ~~DTLA’s~~8. ~~operating~~Financial ~~cash~~Statements ~~flows~~— ~~and~~Note 8 ~~capital~~— ~~are~~“Mezzanine ~~not~~Equity”, ~~sufficient~~there tois ~~cover~~no ~~its~~commitment ~~operating~~or ~~costs~~obligation on the part of Brookfield DTLA or DTLA Holdings to ~~repay~~redeem ~~its~~or ~~indebtedness~~make asdistributions itto ~~comes~~the ~~due~~Series A preferred stock, weSeries ~~may~~A-1 ~~issue~~preferred ~~additional~~interest, ~~debt~~senior participating preferred interest and~~/or~~ ~~equity~~Series B preferred interest (collectively, ~~including~~the “Preferred Interests”). If we are unable to ~~affiliates~~obtain sufficient sources of ~~Brookfield DTLA~~liquidity, ~~which~~including ~~could~~through ~~further~~asset ~~adversely~~sales ~~impact~~above their secured debt balances, or through contributions from stockholders or from affiliates that hold interests in our subsidiaries, and the ~~amount~~Company ofmakes ~~funds~~or ~~available~~is required to ~~Brookfield DTLA~~make ~~for~~distributions ~~any~~under ~~purpose~~the “Distributions Waterfall”, ~~including~~it ~~for~~is ~~dividends~~unlikely orthat ~~other~~we would be able to make distributions to ~~holders~~the ofPreferred ~~its~~Interests ~~capital~~in ~~stock~~amounts equal to their redemption values, ~~including~~especially as the Series A preferred stock ranks junior to Series B preferred interest. InMoreover, ~~many~~given ~~cases~~our current valuations, ~~such~~as ~~securities~~well ~~may~~as beour ~~issued~~obligations ifand ~~authorized~~liabilities, bythere ~~the~~can ~~board~~be ofno ~~directors~~assurance ofthat ~~Brookfield DTLA~~there ~~without~~would ~~the~~be ~~approval~~any ofcash available for distributions to holders of the Series A preferred stock after the Company satisfies its debt obligations and makes the distributions to the Series B preferred interest holders to which they are entitled.

The Series A preferred stock ~~effectively~~has ~~ranks~~no ~~junior~~stated tomaturity ~~any~~date, ~~indebtedness of~~ Brookfield DTLA is not obligated to declare and ~~its~~pay ~~subsidiaries. The~~dividends on the Series A preferred stock, ~~effectively~~and ~~ranks~~Brookfield DTLA ~~junior~~may tonever again declare dividends on the ~~indebtedness~~Series A ofpreferred ~~Brookfield~~stock. The Series ~~DTLA~~A orpreferred ~~any~~stock ofhas ~~its~~no ~~direct~~stated ormaturity ~~indirect~~date, ~~subsidiaries~~and accordingly, could remain outstanding indefinitely. ~~Holders~~In ofaddition, while the Series A preferred stock dowill ~~not~~accumulate ~~have~~dividends at the ~~right~~stated torate ~~prevent~~(whether usor ~~from~~not ~~incurring~~authorized ~~additional~~by ~~indebtedness. As~~the aboard ~~result,~~of wedirectors ~~could~~of ~~become~~Brookfield DTLA ~~more~~and ~~leveraged~~declared by the Company), ~~which~~there ~~may~~is ~~increase~~no ~~debt~~requirement ~~service~~that ~~costs~~Brookfield DTLA declares and ~~could~~pays ~~adversely~~dividends ~~affect~~on ~~our~~the ~~cash~~Series A ~~flows~~preferred stock, ~~results~~and except for a one-time dividend of ~~operations,~~$2.25 per ~~financial~~share ~~condition,~~of ~~and~~Series A preferred stock that was paid in connection with the ~~availability~~settlement on a class-wide basis of ~~funds~~the ~~for~~litigation ~~dividends~~brought orin ~~distributions~~Maryland toState ~~holders~~Court ofand styled as In re MPG Office Trust Inc. Preferred Shareholder Litigation, Case No. 24-C-13-004097, Brookfield DTLA’s ~~capital~~has ~~stock~~not, ~~including~~and may not in the future, declare and pay dividends on the Series A preferred stock.

The Series A preferred stock has no stated maturity date, Brookfield DTLA is not obligated to declare and pay dividends on the Series A preferred stock, and Brookfield DTLA may never again declare dividends on the Series A preferred stock. The Series A preferred stock has no stated maturity date, and accordingly, could remain outstanding indefinitely. In addition, while the Series A preferred stock will accumulate dividends at the stated rate (whether or not authorized by the board of directors of Brookfield DTLA and declared by the Company), there is no requirement that Brookfield DTLA declare and pay dividends on the Series A preferred stock, and except for a one time dividend of $2.25 per share of Series A preferred stock that was paid in connection with the settlement on a class-wide basis of the litigation brought in Maryland State Court and styled as In re MPG Office Trust Inc. Preferred Shareholder Litigation, Case No. 24-C-13-004097, Brookfield DTLA has not, and may not in the future, declare and pay dividends on the Series A preferred stock.

Brookfield DTLA’s ability to pay dividends is limited by the requirements of Maryland law. Brookfield DTLA’s ability to pay dividends on the Series A preferred stock is limited by the laws of the State of Maryland. Under Maryland General Corporation Law (“MGCL”), a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as the debts become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus all prior liquidation preferences (unless the charter of the corporation provides otherwise). Accordingly, with limited exception, Brookfield DTLA may not make a distribution (including a dividend payment or redemption) on the Series A preferred stock if, after giving effect to the distribution, Brookfield DTLA may not be able to pay its debts as they become due in the usual course of business or its total assets would be less than the sum of Brookfield DTLA’s total liabilities plus prior liquidation preferences, if any. Due to the foregoing limitations, there can be no assurance that, if Brookfield DTLA desires to declare and pay dividends in the future, that it would be legally permissible for the Company to do so.

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~~There~~Brookfield ~~was~~DTLA’s noability ~~established~~to ~~trading~~pay ~~market~~dividends ~~for~~is ~~shares~~limited by the requirements of Maryland law. Brookfield DTLA’s ability to pay dividends on the Series A preferred stock atis limited by the ~~time~~laws of ~~issuance~~the ~~and~~State ~~the~~of ~~shares~~Maryland. Under Maryland General Corporation Law (“MGCL”), a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation would not be ~~delisted~~able ~~and~~to ~~deregistered~~pay its debts as the debts become due in the ~~future~~usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus all prior liquidation preferences (unless the charter of the corporation provides otherwise). ~~The~~Accordingly, with limited exception, Brookfield DTLA may not make a distribution (including a dividend payment or redemption) on the Series A preferred stock ~~was~~if, ~~issued~~after ingiving ~~connection~~effect ~~with~~to the ~~consummation~~distribution, ofBrookfield DTLA may not be able to pay its debts as they become due in the ~~transactions~~usual ~~contemplated~~course byof business or its total assets would be less than the ~~Merger~~sum ~~Agreement~~of ~~and~~Brookfield DTLA’s total liabilities plus prior liquidation preferences, if any. Due to the foregoing limitations, there ~~was~~can be no ~~established~~assurance ~~trading~~that, ~~market~~if ~~for~~Brookfield DTLA desires to declare and pay dividends in the ~~shares~~future, ofit ~~Series~~would be legally permissible for the ACompany ~~preferred~~to ~~stock~~do so.

~~Although~~There ~~the~~was ~~Series A~~no ~~preferred~~established ~~stock~~trading ismarket ~~currently registered under the Exchange Act and listed on the New York Stock Exchange, Brookfield DTLA may apply~~ for ~~delisting~~shares of the Series A ~~preferred stock in the future provided the requirements for delisting are met. If the Series~~ A preferred stock isat ~~delisted,~~ the ~~market~~time ~~for the shares~~ of ~~Series A~~issuance preferred stock could be adversely affected, though price quotations for the shares of Series A preferred stock might still be available from other sources. Subject to compliance with applicable securities laws, the registration may be terminated if the shares are not listed on a national securities exchange and ~~there~~Brookfield ~~are~~DTLA ~~fewer~~has ~~than~~begun ~~300 holders. The extent of~~ the ~~public~~process ~~market~~ for the ~~Series A~~delisting ~~preferred stock~~ and ~~availability~~deregistration of ~~such quotations would depend upon such factors as~~ the ~~number of holders and/or the aggregate market value of the publicly held~~ shares. The of Series A preferred stock atwas ~~such~~issued ~~time, the interest~~ in ~~maintaining~~connection awith ~~market in~~ the ~~Series A~~consummation ~~preferred stock on the part~~ of ~~securities firms,~~ the ~~possible~~transactions ~~termination~~contemplated ofby ~~registration of~~ the ~~Series A~~Merger ~~preferred~~Agreement ~~stock under the Exchange Act~~ and ~~other~~there ~~factors. Termination~~was ofno ~~registration~~established ~~would~~trading ~~substantially~~market ~~reduce~~for the ~~information~~shares ~~required to be furnished to holders~~ of ~~the~~ Series A preferred stock.

~~Brookfield~~Although ~~DTLA’s~~the ~~charter~~Series ~~contains~~A ~~provisions~~preferred ~~that~~stock ~~may~~is ~~delay,~~currently ~~defer~~registered orunder ~~prevent~~the ~~transactions~~Exchange ~~that~~Act ~~may~~and belisted ~~beneficial~~on tothe ~~holders~~New ofYork ~~the Company’s~~Stock ~~Series~~Exchange, Aas ~~preferred~~described ~~stock. Brookfield DTLA’s~~in ~~charter~~Part ~~contains~~II, ~~provisions~~Item ~~that~~9B. ~~are~~“Other ~~intended to~~Information.”, ~~among~~on ~~other~~March ~~purposes~~31, ~~assist~~2023, itBrookfield inDTLA ~~qualifying~~began asthe aprocess ~~REIT. The~~for ~~charter~~the ~~provides~~voluntary ~~that~~delisting ~~subject~~and toderegistration ~~certain~~of ~~exceptions,~~the ~~including~~Series ~~exemptions~~A ~~that~~preferred ~~may~~stock. After ~~be granted by~~ the ~~board~~delisting ofand ~~directors~~deregistration of ~~Brookfield DTLA~~the ~~under~~Series ~~certain~~A ~~circumstances~~preferred stock, nothe ~~person~~Company orintends ~~entity~~to ~~may~~continue ~~beneficially~~to ~~own~~make orunaudited ~~constructively~~annual ~~own~~and ~~more~~quarterly ~~than 9.8%~~financial ~~(by~~statements ~~value~~available orto byinvestors. ~~number~~The ofCompany ~~shares,~~also ~~whichever~~will isseek ~~more~~to ~~restrictive)~~have of the ~~outstanding~~Series ~~shares~~A ofpreferred ~~Brookfield DTLA’s common~~ stock orquoted ~~Series A~~on ~~preferred~~the ~~stock. Any~~Pink ~~attempt~~Sheets toElectronic ~~own~~Quotation orService ~~transfer~~(the ~~shares~~“Pink ofSheets”) ~~Brookfield DTLA’s~~in ~~common~~the ~~stock~~OTC orPink ~~Series A~~Limited ~~preferred~~Information ~~stock~~marketplace, inalthough ~~excess~~it ofcannot ~~the~~provide ~~applicable~~any ~~ownership~~assurance ~~limit~~that ~~without~~any ~~the~~broker-dealer ~~consent~~will ofmake ~~the~~a ~~board~~market ofin ~~directors~~the ofSeries ~~Brookfield DTLA~~A ~~either~~preferred ~~will~~stock, ~~result~~which inis ~~the~~a ~~shares~~requirement ~~being~~for ~~transferred~~Pink bySheet ~~operation~~quotation. When of the ~~charter~~Series toA apreferred ~~charitable~~stock ~~trust~~is delisted, ~~and~~ the ~~person~~market ~~who~~for ~~attempted~~the toshares ~~acquire~~of ~~such~~Series ~~shares~~A ~~will~~preferred ~~not~~stock ~~have~~could ~~any~~be ~~rights~~adversely inaffected, ~~such~~though ~~shares,~~price orquotations infor the ~~transfer~~shares ~~being~~of ~~void. These~~Series ~~restrictions~~A onpreferred ~~transferability~~stock ~~and~~might ~~ownership~~still ~~will~~be ~~not~~available ~~apply~~from ifother ~~the~~sources. The ~~board~~extent of ~~directors~~the ofpublic ~~Brookfield DTLA~~market ~~determines~~for ~~that~~the itSeries isA nopreferred ~~longer~~stock inand ~~the Company’s~~availability ~~best~~of ~~interests~~such toquotations ~~conduct~~will ~~its~~depend ~~operations~~upon sosuch factors as tothe ~~continue~~number toof ~~qualify~~holders ~~as a REIT~~ and/or if the ~~board~~aggregate ofmarket ~~directors~~value of ~~Brookfield DTLA~~the ~~determines~~publicly ~~that~~held ~~such~~shares ~~restrictions~~of ~~are~~Series noA ~~longer~~preferred ~~necessary~~stock, tothe ~~maintain~~interest ~~REIT~~in ~~status. The~~maintaining ~~ownership~~a ~~limit~~market ~~may~~in ~~delay~~the orSeries ~~impede~~A apreferred ~~transaction~~stock oron athe ~~change~~part inof ~~control~~securities ~~that~~firms ~~might~~and beother infactors. Following the ~~best~~termination ~~interests~~ of the registration, Brookfield DTLA’s ~~stockholders,~~will ~~including~~not be required to furnish any information to holders of the Series A preferred stock.

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Brookfield DTLA’s charter contains provisions that may delay, defer or prevent transactions that may be beneficial to holders of the Company’s Series A preferred stock. Brookfield DTLA’s charter contains provisions that are intended to, among other purposes, assist it in qualifying as a REIT. The charter provides that subject to certain exceptions, including exemptions that may be granted by the board of directors of Brookfield DTLA under certain circumstances, no person or entity may beneficially own or constructively own more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of Brookfield DTLA’s common stock or Series A preferred stock. Any attempt to own or transfer shares of Brookfield DTLA’s common stock or Series A preferred stock in excess of the applicable ownership limit without the consent of the board of directors of Brookfield DTLA either will result in the shares being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such shares will not have any rights in such shares, or in the transfer being void. These restrictions on transferability and ownership will not apply if the board of directors of Brookfield DTLA determines that it is no longer in the Company’s best interests to conduct its operations so as to continue to qualify as a REIT or if the board of directors of Brookfield DTLA determines that such restrictions are no longer necessary to maintain REIT status. The ownership limit may delay or impede a transaction or a change in control that might be in the best interests of Brookfield DTLA’s stockholders, including holders of the Series A preferred stock.

Brookfield DTLA may authorize and issue capital stock without the approval of holders of the Series A preferred stock. While Brookfield DTLA may not, without a vote of the holders of the Series A preferred stock, authorize, create, issue or increase the authorized or issued amount of any class of capital stock ranking senior to the Series A preferred stock with respect to payment of dividends or the distribution of assets upon the liquidation, dissolution or winding up of the affairs of Brookfield DTLA, its charter authorizes the board of directors of Brookfield DTLA, without any action by its stockholders, to (i) amend the charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that Brookfield DTLA has the authority to issue, (ii) issue authorized but unissued shares of common stock or Series A preferred stock, and (iii) classify or reclassify any unissued shares of common stock or Series A preferred stock and to set the preferences, rights and other terms of such classified or unclassified shares. There can be no assurance that the board of directors of Brookfield DTLA will not establish additional classes and/or series of capital stock that would delay, defer or prevent a transaction that may be in the best interests of its stockholders, including holders of the Series A preferred stock.

Holders of the Series A preferred stock have limited voting rights. DTLA Holdings owns 100% of the outstanding shares of Brookfield DTLA’s common stock and controls 100% of the aggregate voting power of the Company’s capital stock, except that holders of the Series A preferred stock have voting rights, under certain circumstances, (1) to elect two preferred directors to the board of directors of Brookfield DTLA (referred to as preferred directors) and (2) with respect to (i) the creation of additional classes or series of preferred stock that are senior to the Series A preferred stock and (ii) an amendment of its charter (whether by merger, consolidation, transfer or conveyance of all or substantially all of the Company’s assets or otherwise) that would materially adversely affect the rights of holders of the Series A preferred stock. By virtue of their limited voting rights, holders of the Series A preferred stock have limited control over the outcome of any corporate transaction or other matters that Brookfield DTLA confronts.

Certain provisions of Maryland law could inhibit changes in control. Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire the Company or of impeding a change in control under circumstances that otherwise could be in the best interests of Brookfield DTLA’s stockholders, including: (1) “business combination” provisions that, subject to limitations, prohibit certain business combinations between Brookfield DTLA and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the outstanding voting stock of Brookfield DTLA or any affiliate or associate who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of Brookfield DTLA) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and supermajority stockholder voting requirements on these combinations; and (2) “control share” provisions that provide that a holder of “control shares” of Brookfield DTLA (defined as shares that, when aggregated with other shares controlled by the stockholder except solely by virtue of a revocable proxy, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) has no voting rights with respect to such shares except to the extent approved by Brookfield DTLA’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. Brookfield DTLA has opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of the board of directors of Brookfield DTLA, and in the case of the control share provisions of the MGCL pursuant to a provision in its bylaws. However, the board of directors of Brookfield DTLA may by resolution elect to opt in to the business combination provisions of the MGCL and Brookfield DTLA may, by amendment to its bylaws, opt in to the control share

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“interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the outstanding voting stock of Brookfield DTLA or any affiliate or associate who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of Brookfield DTLA) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and supermajority stockholder voting requirements on these combinations; and (2) “control share” provisions that provide that a holder of “control shares” of Brookfield DTLA (defined as shares that, when aggregated with other shares controlled by the stockholder except solely by virtue of a revocable proxy, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) has no voting rights with respect to such shares except to the extent approved by Brookfield DTLA’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. Brookfield DTLA has opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of the board of directors of Brookfield DTLA, and in the case of the control share provisions of the MGCL pursuant to a provision in its bylaws. However, the board of directors of Brookfield DTLA may by resolution elect to opt in to the business combination provisions of the MGCL and Brookfield DTLA may, by amendment to its bylaws, opt in to the control share provisions of the MGCL in the future. In addition, provided that Brookfield DTLA has a class of equity securities registered under the Exchange Act and at least three independent directors, Subtitle 8 of Title 3 of the MGCL permits Brookfield DTLA to elect to be subject, by provision in its charter or bylaws or a resolution of the board of directors of Brookfield DTLA and notwithstanding any contrary provision in its charter or bylaws, to certain provisions, including, among other provisions, a classified board of directors and a requirement that a vacancy on the board of directors be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred. Brookfield DTLA’s charter and bylaws and the MGCL also contain other provisions that may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of its stockholders, including holders of the Series A preferred stock.

The Manager controls the management and operations of Brookfield DTLA. The Company does not directly employ any of the persons responsible for managing its business or operations. The Manager, through DTLA Holdings, manages the operations and activities, and controls Brookfield DTLA, including the power to vote to elect all members of the board of directors (other than the preferred directors). By virtue of its control of and substantial ownership in Brookfield DTLA, the Manager has significant influence over the outcome of any corporate transaction or other matters that Brookfield DTLA confronts. Subject to any limitations contained in Brookfield DTLA’s charter, bylaws or as may be required by applicable law, holders of the Series A preferred stock will be unable to block any such matter in their capacity as stockholders or through their representation under certain circumstances, if any, by up to two directors on the board of directors (which directors are not a majority of the members comprising the board of directors).

There may be conflicts of interest in Brookfield DTLA’s relationship with the Manager. Brookfield DTLA and its subsidiaries have entered or may enter into arrangements with the Manager, pursuant to which the Manager provides property management and various other services. In consideration for the services provided under these arrangements, the Manager is paid fees by Brookfield DTLA and its subsidiaries. There can be no assurance that these agreements will be made on terms that will be at least as favorable to Brookfield DTLA and its subsidiaries as those that could have been obtained in an arm’s length transaction between parties that are not affiliated. Accordingly, these agreements may involve conflicts between the interests of the Manager, on the one hand, and Brookfield DTLA and its subsidiaries, on the other hand.

Members of Brookfield DTLA’s management team have competing duties to other entities. Brookfield DTLA’s executive officers are employees of the Manager and therefore do not spend all of their time managing the Company’s activities and real estate portfolio. Many of Brookfield DTLA’s executive officers allocate most of their time to other businesses and activities. None of these individuals is required to devote a specific amount of time to Brookfield DTLA’s affairs. Accordingly, Brookfield DTLA competes with BPY and BAM, their affiliates and possibly other entities for the time and attention of these officers.

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Members of Brookfield DTLA’s management team have competing duties to other entities. Brookfield DTLA’s executive officers are employees of the Manager and therefore do not spend all of their time managing the Company’s activities and real estate portfolio. Many of Brookfield DTLA’s executive officers allocate most of their time to other businesses and activities. None of these individuals is required to devote a specific amount of time to Brookfield DTLA’s affairs. Accordingly, Brookfield DTLA competes with BPY, Brookfield Asset Management Ltd. and Brookfield Corporation, their affiliates and possibly other entities for the time and attention of these officers.

COMPANY AND REAL ESTATE INDUSTRY RISKS

~~The~~There ~~Company’s~~are ~~business,~~numerous ~~results~~risks ofassociated ~~operations~~with ~~and~~the ~~financial~~use ~~condition~~of ~~have~~debt ~~been~~to ~~adversely~~finance ~~affected~~our business, including refinancing and ~~could~~interest inrate risks. As of the ~~future~~issuance bedate ~~materially~~of ~~adversely~~this ~~affected~~Annual byReport, the ~~ongoing~~Company ~~global~~had ~~pandemic~~$2.3 billion of ~~novel~~total ~~strain~~consolidated ofdebt, ~~the~~including ~~coronavirus~~$1,128. ~~Since~~9 ~~early~~million ~~2020~~and $400.0 million maturing in 2023 and 2024, respectively. These risks, including the ~~world~~following, ~~has~~may ~~been~~adversely impact our operating results and ~~continues~~financial tocondition: beour ~~impacted~~cash byflows ~~COVID-19~~may ~~and~~be ~~its~~insufficient ~~variants. The~~to ~~COVID-19~~meet ~~pandemic~~required ~~and~~payments ~~the~~of ~~measures~~principal ~~taken~~and byinterest; ~~the~~payments ~~state~~of principal and ~~local~~interest ~~governments~~on inborrowings ~~response~~may ~~continue~~leave tous ~~adversely~~with ~~affect~~insufficient ~~the~~cash ~~Company’s~~resources ~~business,~~to ~~results~~pay ofoperating ~~operations~~expenses and ~~financial~~meet ~~condition. Following~~all ~~the~~of ~~outbreak~~our ofother ~~the~~obligations; ~~pandemic,~~for ~~higher~~our variable-~~risk~~rate ~~activities~~debt, the benchmark rates and ~~businesses~~credit ~~such~~spreads ason ~~indoor~~which ~~dining,~~these ~~bars,~~debts ~~fitness~~are ~~centers~~based have materially increased and ~~movie~~there ~~theaters~~can ~~were~~be ~~shut~~no ~~down~~assurance ~~statewide~~that the rate will not further increase in ~~California~~the future, increasing our interest expense. ~~Many~~ ~~states~~In addition, ~~including~~the ~~California~~cost ~~where~~of ~~our~~acquiring ~~properties~~interest ~~are~~rate ~~located~~protection agreements, ~~have~~which ~~implemented~~we ~~“stay-at-home”~~are ~~restrictions~~required to ~~help~~obtain ~~combat~~with respect to the ~~spread~~Company’s ofexisting ~~COVID-19. In~~floating ~~December~~rate ~~2020,~~secured ~~the~~loans ~~U.S.~~(and ~~began~~which awe ~~large-scale~~expect ~~COVID-19~~will ~~vaccination~~be ~~campaign. On~~required ~~June~~to ~~15,~~obtain ~~2021,~~for assimilar ~~California~~loan ~~fully~~to ~~reopened~~refinance ~~its~~our ~~economy~~maturing debt), ~~restrictions~~has risen sharply and there is no assurance that we will be able to hedge such asexposure ~~physical~~effectively ~~distancing,~~or ~~capacity~~at ~~limits~~all ~~and~~in the ~~county~~future ~~tier~~or ~~system~~bear ~~were~~the ~~lifted~~increased cost of such hedges. We may not be able to refinance indebtedness (~~the~~or ~~“Reopening”~~negotiate extensions)~~. However,~~ ~~since~~on ~~the~~our ~~Reopening,~~properties ~~the~~at ~~spread~~maturity ofdue ~~the~~to ~~Delta~~various business and ~~Omicron~~market ~~variants~~factors ~~brought~~(including ~~uncertainty~~disruptions toand volatility in the ~~economic~~capital ~~recovery~~and credit markets, estimated cash flows of our properties, and ~~many~~the ~~office~~value ~~tenants~~(or ~~revised~~appraised ~~their~~value) ~~return-to-office~~of ~~plans~~our inproperties), ~~response~~financial, tocompetitive, ~~the~~business ~~soaring~~and ~~case~~other ~~counts~~factors, including factors beyond our control.

~~Prior~~The amount of cash Brookfield DTLA currently generates from its operations is not sufficient to ~~the~~cover ~~Reopening~~its investing and financing activities, ~~our~~including ~~tenants~~upcoming indebt ~~FIGat7th~~obligations, ~~which~~leasing ~~include~~costs ~~retail~~and ~~shops~~capital expenditures, ~~restaurants~~without issuing additional debt or equity, resulting in “negative cash burn,” and athere ~~big~~can ~~box~~be ~~gym~~no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease. Brookfield DTLA does not expect this situation to improve this year. If current market conditions continue (or deteriorate further) and unless we can raise additional funds from outside sources, ~~experienced~~including our affiliates, it is likely that in some cases we will not be able to repay or refinance the ~~most~~debt ~~immediate~~secured ~~impact~~by our properties at maturity, and we could default on such debt unless we can obtain an extension of the ~~restrictions~~maturity ~~imposed~~date. ~~While~~A ~~our~~default ~~office~~may ~~properties~~permit ~~have~~the ~~remained~~lenders ~~open~~to foreclose on the applicable property. Proceeds from any disposition of a foreclosed property may not be sufficient to repay the full amount of the underlying debt and therefore we may not receive proceeds from the sale of that property. In addition, ~~most~~because of ~~our~~insufficient ~~office~~available ~~tenants~~cash, we have ~~been~~not ~~working~~made ~~remotely~~and ~~since~~may ~~the~~not ~~“stay-at-home”~~be ~~order~~able ~~was~~to ~~issued~~make ininterest ~~March~~or ~~2020~~other required payments on certain of our debt obligations.

The Company is continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of the COVID-19 pandemic, including any responses to it, will be on the Company or for how long disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and cannot be predicted, including new information which may emerge concerning the severity and transmissibility of this coronavirus and its variants and actions taken to contain COVID-19 or its impact. Such developments, depending on their nature, duration, and intensity, could have a material adverse effect on our business, financial position, results of operations or cash flows. Additional future impacts and material adverse effect on the Company may include, but are not limited to:

•A complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;

•A slowdown in business activity may severely impact our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to fund their business operations, meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;

•tenants may reassess their long-term physical space needs as a result of potential trends arising out of the COVID-19 pandemic, including increasing numbers of employees working from home, increased shopping through e-commerce, technological innovations and new norms regarding physical space needs;

•An increase in re-leasing timelines, potential delays in lease-up of vacant space and the market rates at which such leases will be executed;

•Reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending and demand; and

•Expected completion dates for our construction projects may be subject to delay as a result of local economic conditions that may continue to be disrupted as a result of the measures taken to combat the spread of the pandemic.

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ToSee ~~the~~“Part ~~extent~~II, ~~the~~Item ~~COVID-19~~7. ~~pandemic adversely affects the Company~~Management’s ~~business,~~Discussion ~~results of operations~~ and ~~financial~~Analysis ~~condition,~~of itFinancial ~~may~~Condition ~~also~~and ~~have~~Results ~~the~~of ~~effect~~Operations of— ~~heightening~~Liquidity ~~many~~and ofCapital ~~the~~Resources ~~other~~— ~~risks~~Liquidity ~~described~~and inGoing ~~Part~~Concern” I,for ~~Item~~additional ~~1A.~~discussion ~~“Risk~~of ~~Factors”~~debt in ~~this~~default ~~Annual~~and ~~Report~~potential ~~on Form 10-K~~default.

WeIf ~~may~~we beare ~~adversely~~unable ~~affected~~to byrefinance ~~trends~~our indebt ~~the~~as ~~office~~it ~~real~~matures ~~estate~~on ~~industry. Since~~acceptable ~~the~~terms, ~~onset~~or at all, or we cannot timely make all of the ~~COVID-19~~payments ~~pandemic,~~of ~~some~~interest ~~businesses~~and ~~increasingly~~other ~~permit~~amounts ~~employees~~due on our debt, we may need to ~~work~~dispose ~~from~~of ~~home,~~one ~~flexible~~or ~~work~~more ~~schedules,~~of ~~open~~our ~~workplaces,~~properties ~~videoconferences~~on ~~and~~disadvantageous ~~teleconferences~~terms. ~~There~~Furthermore, even if we are able to obtain extensions on or refinance our existing debt, such extensions or new debt is ~~also~~likely anto ~~increasing~~be ~~trend~~on terms that are expected to be materially less favorable than the current terms of ~~businesses~~the ~~utilizing~~related ~~shared~~indebtedness ~~office~~and include operational and ~~co-working~~financial ~~spaces. These~~covenants ~~practices~~significantly ~~enable~~more ~~businesses~~restrictive tothan ~~reduce~~our ~~their~~current ~~space~~debt ~~requirements~~covenants which may limit the operation or growth of our business. ~~These~~See ~~trends~~“Part ~~could~~II, ~~over~~Item ~~time~~7. ~~erode~~Management’s ~~the~~Discussion ~~overall~~and ~~demand~~Analysis ~~for~~of ~~office~~Financial ~~space~~Condition and, inResults ~~turn,~~of ~~place~~Operations ~~downward~~— ~~pressure~~Liquidity onand ~~occupancy,~~Capital ~~rental~~Resources ~~rates~~— General” and ~~property~~“Part ~~valuations~~II, Item 7. A ~~reduced~~Management’s ~~demand~~Discussion ~~for~~and ~~office~~Analysis ~~space~~of ~~could~~Financial ~~have~~Condition anand ~~adverse~~Results ~~impact~~of onOperations ~~our~~— ~~business,~~Liquidity ~~cash~~and ~~flows,~~Capital ~~operating~~Resources ~~results~~— ~~and~~Indebtedness” ~~financial~~for ~~condition~~additional discussions.

~~Brookfield~~The ~~DTLA~~Company’s ~~economic~~business, ~~performance~~results ~~and~~of ~~the~~operations ~~value~~and offinancial ~~its~~condition ~~real~~have ~~estate~~been ~~assets~~adversely ~~are~~affected ~~subject~~and tocould in the ~~risks~~future ~~incidental~~be tomaterially ~~the~~adversely ~~ownership~~affected ~~and~~by ~~operation~~continuing ofuncertainty ~~real~~in ~~estate~~the ~~properties. Brookfield DTLA’s~~office ~~economic~~leasing ~~performance,~~market; the ~~value~~marked ofincrease ~~its~~in ~~real~~interest ~~estate~~rates; ~~assets~~turbulence ~~and,~~in ~~therefore,~~financing markets; the ~~value~~requirement ofto ~~the~~modify ~~Series A~~loans ~~preferred~~which ~~stock,~~interest rate is ~~subject~~based in LIBOR to SOFR; and the ~~risks~~ongoing ~~normally~~global ~~associated~~pandemic ~~with~~of the ~~ownership~~coronavirus. Leasing activity and ~~operation~~occupancy ofin ~~real~~the ~~estate~~LACBD ~~properties,~~have ~~including~~not ~~but~~caught ~~not~~up ~~limited~~to pre-pandemic levels as businesses consider how to: ~~downturns~~best implement return-to-office plans and ~~trends~~transition to hybrid or remote work policies. Office tenants are still active in the ~~national~~leasing markets but are more selective in making rental decisions, ~~regional~~and relocating and ~~local~~renewing ~~economic~~tenants ~~conditions~~are ~~where~~pursuing ~~our~~space ~~properties~~efficiencies which are ~~located;~~often ~~global~~accompanied ~~economic~~by ~~conditions;~~size ~~the~~reduction ~~cyclical~~and ~~nature~~a offocus ~~the~~on ~~real~~highest ~~estate~~quality ~~industry;~~assets. We ~~adverse~~expect ~~economic~~the orresidual ~~real~~effect ~~estate~~of ~~developments~~COVID-19 into ~~Southern~~continue ~~California,~~adversely ~~particularly~~affecting inour financial results and the LACBD; ~~local~~Class ~~real~~A ~~estate~~office leasing market ~~conditions;~~in ~~our~~general. In ~~liquidity situation~~addition, ~~including~~since ~~our~~the ~~failure~~second toquarter ~~obtain~~of ~~additional~~2022, ~~capital~~uncertainty orin ~~extend~~the oroverall ~~refinance~~economy ~~debt~~has ~~maturities~~returned ondue ~~favorable~~to ~~terms~~the orFederal atReserve ~~all;~~materially ~~changes~~raising in interest rates to fight inflation and the ~~availability~~impact of ~~financing;~~the ~~competition~~war ~~from~~in ~~other properties;~~ the ~~need~~Ukraine. The toincrease ~~periodically~~and ~~renovate,~~volatility ~~repair~~in ~~and~~interest ~~re-lease~~rates, ~~space~~not ~~and~~only increase the ~~costs~~cost ~~thereof;~~of ~~increases~~our infloating ~~maintenance,~~rate ~~insurance~~debt and ~~operating~~the ~~costs;~~rates ~~civil~~or ~~disturbances,~~spread ~~earthquakes~~on ~~and~~any ~~other~~new ~~natural~~financing ~~disasters~~we may seek, orbut ~~terrorist~~it ~~acts~~also ormaterially ~~acts~~increased the cost of ~~war~~interest ~~which~~rate ~~may~~protection ~~result~~agreements. See in“Risk ~~uninsured~~Factors—We ormay ~~underinsured~~be ~~losses;~~adversely aaffected ~~decrease~~by trends in the ~~attractiveness~~office ofreal ~~our~~estate ~~properties~~industry” tobelow, ~~tenants;~~“Part aII, ~~decrease~~Item in7. ~~the~~Management’s ~~underlying~~Discussion ~~value~~and Analysis of ~~our~~Financial ~~properties;~~Condition and ~~certain~~Results ~~significant~~of ~~expenditures,~~Operations ~~including~~— ~~property~~Liquidity ~~taxes,~~and ~~maintenance~~Capital ~~costs,~~Resources” ~~debt~~and ~~payments~~“Part II, ~~insurance~~Item ~~costs~~7. ~~and~~Management’s ~~related~~Discussion ~~charges~~and ~~that~~Analysis ~~must~~of beFinancial ~~made~~Condition ~~regardless~~and Results of ~~whether~~Operations or— ~~not~~Liquidity aand ~~property~~Capital isResources ~~producing~~— ~~sufficient~~Indebtedness” ~~income~~for toadditional ~~service these expenses~~information.

~~The~~If ~~results~~interest ofrates ~~our~~remain ~~business~~high ~~and~~or ~~our~~further ~~financial~~increase ~~condition are significantly dependent on the economic conditions~~ and ~~demand~~uncertainty ~~for office space~~ in ~~southern California. All of Brookfield DTLA’s properties are located in Los Angeles County, California in~~ the ~~LACBD,~~overall ~~which~~economy ~~may expose us to greater economic risks than if most of our properties were located in a different geographic region or more geographic regions. Moreover~~continues, ~~because our portfolio of properties consists primarily of office buildings,~~ a ~~decrease~~slowdown in ~~the~~economic ~~demand~~growth ~~for~~could ~~Class~~be Aseen ~~office space, particularly~~ in the ~~LACBD,~~near-term ~~may~~which ~~have~~could aadversely ~~greater~~affect ~~adverse~~leasing ~~effect~~activity ~~on our business~~ and ~~financial~~adversely ~~condition~~affect ~~than~~our ifability ~~we owned a more diversified real estate portfolio. We are susceptible~~ to ~~adverse~~refinance ~~developments~~our insecured ~~the~~debt ~~markets~~as ~~for~~it ~~office~~becomes ~~space, particularly in Southern California~~due. ~~Such~~See ~~adverse~~“Part ~~developments could include oversupply of or reduced demand for office space; declines in property values; business layoffs~~II, ~~downsizings,~~Item ~~relocations~~7. orManagement’s ~~industry~~Discussion slowdowns affecting tenants of our properties; changing demographics; increased telecommuting; terrorist targeting of or acts of war against high-rise structures; infrastructure quality; California state budgetary constraints and ~~priorities;~~Analysis ~~increases in real estate and other taxes; costs~~ of ~~complying~~Financial ~~with~~Condition ~~state, local~~ and ~~federal~~Results ~~government regulations or increased regulation and other factors. In addition, the State~~ of ~~California~~Operations is— ~~generally~~Liquidity ~~regarded as more litigious~~ and ~~more~~Capital ~~highly~~Resources ~~regulated~~— ~~and~~General” ~~taxed than many other U.S. states, which may adversely impact the market, including the demand~~ for, ~~office~~additional ~~space in California~~discussions. ~~There can be no assurance as to the growth of the Southern California or the national economy or our future growth rate.~~

We may be adversely affected by trends in the office real estate industry. Since the onset of the COVID-19 pandemic, some businesses increasingly permit employees to work from home, flexible work schedules, open workplaces, videoconferences and teleconferences. There is also an increasing trend of businesses utilizing shared office and co-working spaces. These practices enable businesses to reduce their space requirements. These trends could over time erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations. Reduced demand for office space could have an adverse impact on our business, cash flows, operating results and financial condition.

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~~U.S.~~Brookfield DTLA’s economic ~~conditions~~performance and the value of its real estate assets are ~~uncertain~~subject to the risks incidental to the ownership and operation of real estate properties. InBrookfield DTLA’s ~~particular~~economic performance, ~~volatility~~the invalue of its real estate assets and, therefore, the ~~U.S.~~value of the Series A preferred stock, is subject to the risks normally associated with the ownership and ~~international~~operation ~~capital~~of ~~markets~~real estate properties, including but not limited to: downturns and trends in the ~~condition~~national, regional and local economic conditions where our properties are located; global economic conditions; the cyclical nature of the real estate industry; adverse economic or real estate developments in Southern California, ~~economy~~particularly ~~may~~in ~~adversely~~the ~~affect~~LACBD; local real estate market conditions; our liquidity situation, including our failure to obtain additional capital or extend or refinance debt maturities on favorable terms or at all; changes in interest rates and ~~financial~~the ~~condition~~availability of financing; inflation; competition from other properties; the need to periodically renovate, asrepair ~~well~~and asre-lease space and the ~~liquidity~~costs thereof; increases in maintenance, insurance and ~~financial~~operating ~~condition~~costs; civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war which may result in uninsured or underinsured losses; a decrease in the attractiveness of our properties to tenants; a decrease in the underlying value of our properties; and certain significant expenditures, including property taxes, maintenance costs, debt payments, insurance costs and related charges that must be made regardless of whether or not a property is producing sufficient income to service these expenses.

The results of our business and our financial condition are significantly dependent on the economic conditions and demand for office space in Los Angeles and southern California. All of Brookfield DTLA’s ~~inability~~properties are located in Los Angeles County, California in the LACBD, which may expose us to ~~enter~~greater ~~into~~economic ~~renewal~~risks orthan ~~new~~if ~~leases~~most onof ~~favorable~~our ~~terms~~properties ~~for~~were ~~all~~located orin a ~~substantial~~different ~~portion~~geographic region or more geographic regions. Moreover, because our portfolio of ~~space~~properties ~~that~~consists ~~will~~primarily beof ~~subject~~office tobuildings, ~~expiring~~the ~~leases~~continuing ~~would~~decrease ~~adversely~~in ~~affect~~the ~~our~~demand ~~cash~~for ~~flows~~Class A office space, ~~operating~~particularly ~~results~~in the LACBD, may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. ~~Our~~We ~~income-producing~~are ~~properties~~susceptible ~~generate~~to ~~revenue~~adverse ~~through~~developments ~~rental~~in ~~payments~~the ~~made~~markets byfor ~~tenants~~office ofspace, ~~the~~particularly ~~properties~~in Southern California. ~~Upon~~Such adverse developments include the ~~expiry~~present oversupply of ~~any~~or ~~lease,~~reduced ~~there~~demand ~~can~~for beoffice nospace; ~~assurance~~declines ~~that~~in ~~the~~property ~~lease~~values; ~~will~~business belayoffs, ~~renewed~~downsizings, relocations or ~~the~~industry ~~tenant~~slowdowns ~~replaced. The~~affecting ~~terms~~tenants of ~~any~~our ~~lease~~properties; ~~renewal~~changing ordemographics; ~~extension,~~increased telecommuting; terrorist targeting of or acts of ~~any~~war ~~new~~against ~~lease~~high-rise ~~for~~structures; ~~such~~infrastructure ~~space~~quality; ~~may~~California bestate ~~less~~budgetary ~~favorable~~constraints toand uspriorities; ~~than~~increases in real estate and other taxes, including the ~~existing~~recent ~~lease~~significant increase in real estate transfer taxes in Los Angeles that goes into effect on April 1 of this year; costs of complying with state, local and ~~may~~federal begovernment ~~less~~regulations ~~favorable~~or toincreased usregulation ~~than~~and ~~prevailing~~other ~~market~~factors. In ~~terms~~addition, ~~for~~the ~~similar~~State ~~leases~~of inCalifornia ~~the~~is ~~relevant~~generally ~~market~~regarded as more litigious and more highly regulated and taxed than many other U. WeS. states, ~~would~~which bemay adversely ~~affected,~~impact inthe ~~particular~~market, ifincluding ~~any~~the ~~significant~~demand ~~tenant~~for, ~~ceases~~office tospace in California. There can be ano ~~tenant~~assurance ~~and~~as ~~cannot~~to bethe ~~replaced~~growth onof ~~similar~~the Southern California or ~~better~~the ~~terms~~national economy or atour ~~all~~future growth rate.

~~Competition~~U.S. ~~may~~economic ~~adversely~~conditions ~~affect~~are ~~Brookfield DTLA’s~~uncertain; ~~ability~~Volatility ~~to lease available space~~ in ~~its~~the ~~properties~~Banking Sector. ~~Other~~In ~~developers~~particular, ~~managers~~volatility ~~and~~in ~~owners~~the ofU.S. ~~office~~and ~~properties~~international ~~compete~~capital ~~with~~markets usand inthe ~~seeking~~condition ~~tenants. Some~~ of the ~~properties~~California ofeconomy ~~our~~may ~~competitors~~adversely ~~may~~affect beour ~~newer,~~liquidity ~~better~~and ~~located~~financial orcondition, ~~better~~as ~~capitalized~~well ~~than~~as the ~~properties~~liquidity weand ~~own. These~~financial ~~competing~~condition ~~properties~~of ~~may~~tenants ~~have~~in ~~vacancy~~our ~~rates~~properties. The ~~higher~~recent ~~than~~problems ~~our properties~~with, ~~which~~and ~~may~~failure ~~result~~of, inseveral ~~their~~U.S. ~~owners~~mid-size ~~being~~banks ~~willing~~has toresulted ~~make~~in ~~space~~increased ~~available~~concern atover ~~lower~~the ~~prices~~health ~~than~~of the ~~space~~banking sector in ~~our~~general ~~properties,~~and ~~particularly~~could ifhave ~~there is~~ an ~~oversupply~~outsized ofimpact ~~space~~on ~~available~~conditions in the ~~market~~State of California. ~~Competition~~As ~~for~~banks ~~tenants~~are ~~could~~important ~~have~~suppliers anof ~~adverse~~debt ~~effect~~to onthe ~~our~~Company, ~~ability~~these toconcerns, ~~lease~~coupled ~~our~~with ~~properties~~increased focus and onconcerns with the ~~rents~~quality ~~that~~of wethe ~~may~~banking ~~charge~~sector orassets ~~concessions~~(particularly ~~that~~their weportfolio ~~may~~of ~~grant. If~~real ~~our~~estate ~~competitors~~loans) ~~adversely~~may ~~impact~~make ~~our~~it ~~ability~~harder tofor ~~lease~~the ~~our~~Company ~~properties,~~to ~~our~~refinance ~~cash~~or ~~flows~~extend its debt, ~~operating~~find ~~results~~alternative ~~and~~financing ~~financial~~or ~~condition~~workout ~~may~~its ~~suffer~~loan defaults.

Our ability to realize our strategies and capitalize on our competitive strengths will depend on our ability to effectively operate our properties, maintain good relationships with tenants and remain well capitalized, and our failure to do any of the foregoing could adversely affect our ability to compete effectively in the markets in which we do business.

Brookfield DTLA could be adversely impacted by tenant defaults, bankruptcies or insolvencies. Brookfield DTLA owns, operates and manages commercial office and retail properties in the LACBD and receives its income primarily from lease income generated from tenants of those properties. Tenants of our properties may experience a downturn in their business from the effects of the measures taken to combat the spread of the COVID-19 pandemic, which could cause the loss of tenants or weaken their financial condition and result in the tenants’ inability to make lease payments when due or require rent concessions. If a tenant defaults, we may experience delays and incur costs in enforcing our rights as landlord and protecting our investments. If any tenant becomes a debtor in a case under the U.S. Bankruptcy Code, we cannot evict a tenant solely because of its bankruptcy. In addition, the bankruptcy court may authorize a tenant to reject and terminate its lease. In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In any event, it is unlikely that a bankrupt or insolvent tenant will pay in full the amounts it owes under a lease. The loss of lease payments from tenants and costs of re-leasing would adversely affect our cash flows, operating results and financial condition. In addition, the loss of a significant tenant could cause harm to our reputation. In the event of a significant number of lease defaults and/or tenant bankruptcies, it may be difficult, costly and time consuming to attract new tenants and lease the space for the rent and on terms as favorable as the previous leases or at all. The loss of lease payments from tenants and costs of re-leasing would adversely affect our operating results and financial condition, and our cash flows may not be sufficient to meet all of our obligations and liabilities.

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~~There~~Brookfield DTLA’s ~~are~~inability ~~numerous risks associated with the use of debt~~ to ~~finance~~enter ~~our~~into ~~business,~~renewal ~~including~~or ~~refinancing~~new ~~and~~leases ~~interest~~on ~~rate~~favorable ~~risks. Brookfield DTLA~~terms ~~incurs~~for ~~debt~~all inor ~~the~~a ~~ordinary~~substantial ~~course~~portion of ~~its~~space ~~business~~that ~~and~~will ~~therefore~~be is subject to ~~the~~expiring ~~risks~~leases ~~associated~~would ~~with~~adversely ~~debt~~affect ~~financing. These~~our ~~risks,~~cash ~~including the following~~flows, ~~may adversely impact our~~ operating results and financial condition:; ~~our~~Inability ~~cash~~to ~~flows~~finance ~~may~~tenant beimprovements. Our ~~insufficient~~income-producing toproperties ~~meet~~generate ~~required~~revenue ~~payments~~through ofrental ~~principal~~payments ~~and~~made ~~interest;~~by ~~payments~~tenants of ~~principal~~the ~~and~~properties. Upon ~~interest~~the onexpiry ~~borrowings~~of ~~may~~any ~~leave~~lease, usthere ~~with~~can ~~insufficient~~be ~~cash~~no ~~resources~~assurance tothat ~~pay~~the ~~operating~~lease ~~expenses~~will ~~and~~be ~~meet~~renewed ~~all~~or ofthe ~~our~~tenant ~~other~~replaced. The ~~obligations;~~terms ~~for~~of ~~our~~any ~~variable-rate~~lease ~~debt,~~renewal ~~there~~or ~~can~~extension, beor noof ~~assurance~~any ~~that~~new ~~the~~lease ~~benchmarks~~for onsuch ~~which~~space ~~these~~may ~~debt~~be isless ~~based~~favorable ~~will~~to ~~not~~us ~~increase~~than in the ~~future~~existing lease, and ~~there~~may isbe ~~can~~less nofavorable ~~assurance~~to ~~that~~us wethan ~~will~~prevailing ~~hedge~~market ~~such~~terms ~~exposure~~for ~~effectively~~similar orleases ~~at all~~ in the ~~future;~~relevant wemarket. We ~~may~~would ~~not~~ be ~~able~~adversely toaffected, ~~refinance~~in ~~indebtedness~~particular, onif ~~our~~any ~~properties~~significant attenant ~~maturity~~ceases ~~due~~ to ~~business~~be ~~and~~a ~~market~~tenant ~~factors~~and ~~(including:~~cannot ~~disruptions~~be ~~and~~replaced ~~volatility~~on insimilar ~~the~~or ~~capital~~better ~~and~~terms ~~credit~~or ~~markets,~~at ~~the~~all. New ~~estimated~~leases ~~cash~~or ~~flows~~the extension of ~~our~~existing ~~properties,~~leases ~~and~~often ~~the~~require ~~value~~us ~~(or~~to ~~appraised~~finance ~~value)~~in ofwhole ~~our~~or ~~properties);~~in ~~financial,~~part ~~competitive,~~improvements ~~business~~to ~~and~~be ~~other~~made ~~factors,~~to ~~including~~the ~~factors~~tenant’s ~~beyond~~space. The ~~our~~Company’s ~~control;~~limited liquidity and iflimited ~~refinanced,~~sources ~~the terms~~ of acash ~~refinancing~~ may ~~not~~make beit asdifficult ~~favorable~~or impossible to usprovide asthis ~~the~~financing ~~original~~for ~~terms~~tenants in certain of ~~the~~our ~~related~~assets ~~indebtedness.~~which ~~The~~would ~~prevailing~~adversely ~~interest~~affect ~~rates~~our ability to enter into new or ~~other~~extend ~~factors~~existing atleases ~~the~~or ~~time~~result ofin ~~refinancing~~lower ~~could~~rental ~~increase~~payments ~~our~~for ~~interest~~these ~~expense~~assets.

IfCompetition wemay ~~are~~adversely ~~unable~~affect toBrookfield DTLA’s ~~extend,~~ability ~~refinance~~to orlease ~~repay~~available ~~the~~space ~~debt~~in ~~secured~~its ~~by our~~ properties. Other ~~at maturity~~developers, wemanagers ~~could~~and ~~default~~owners onof ~~such~~office ~~debt,~~properties ~~which~~compete ~~may~~with ~~permit~~us ~~the~~in ~~lenders~~seeking ~~to foreclose on the applicable property~~tenants. ~~Proceeds~~Some ~~from~~of ~~any~~the ~~disposition~~properties of aour ~~foreclosed~~competitors ~~property~~ may ~~not~~ be ~~sufficient~~newer, tobetter ~~repay~~located ~~the~~or ~~full~~better ~~amount~~capitalized ofthan the ~~underlying~~properties ~~debt~~we own. IfThese wecompeting ~~are~~properties ~~unable~~may tohave ~~extend,~~vacancy ~~refinance~~rates orhigher ~~repay~~than our ~~debt as it comes due~~properties, ~~our~~which ~~business, financial condition and operating results~~ may beresult ~~materially~~in ~~and~~their ~~adversely~~owners ~~affected. If~~being wewilling ~~are unable~~ to ~~refinance~~make ~~our~~space ~~debt~~available asat itlower ~~matures~~prices onthan ~~acceptable~~the ~~terms,~~space orin atour ~~all~~properties, weparticularly ~~may~~if ~~need~~there tois ~~dispose~~an ofoversupply ~~one or more~~ of ~~our~~space ~~properties~~available onin ~~disadvantageous~~the ~~terms~~market. ~~Furthermore,~~Competition ~~even~~for iftenants wecould ~~are~~have ~~able~~an toadverse ~~obtain~~effect ~~extensions~~ on orour ~~refinance~~ability to lease our ~~existing~~properties ~~debt,~~and ~~such~~on ~~extensions~~the orrents ~~new~~that ~~debt~~we may ~~include~~charge ~~operational~~or ~~and~~concessions ~~financial~~that ~~covenants~~we ~~significantly~~may ~~more~~grant. If ~~restrictive~~our ~~than~~competitors adversely impact our ~~current~~ability ~~debt~~to ~~covenants~~lease ~~and~~our ~~may~~properties, ~~limit~~our ~~the~~cash ~~operation~~flows, oroperating ~~growth~~results ofand ~~our~~financial ~~business~~condition may suffer.

~~The~~Our ~~alteration~~ability orto ~~discontinuation~~realize ofour ~~LIBOR~~strategies ~~may~~and ~~adversely~~capitalize ~~affect~~on our ~~borrowing~~competitive ~~costs. The~~strengths ~~chief~~will ~~executive~~depend ofon ~~the~~our ~~United~~ability ~~Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, previously announced that the FCA intends~~ to ~~stop~~effectively ~~compelling~~operate ~~banks~~our ~~to submit rates for the calculation of LIBOR after 2021. In response~~properties, ~~the~~maintain ~~Federal~~good ~~Reserve~~relationships ~~Board~~with ~~and~~tenants the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and ~~other~~remain ~~financial~~well ~~contracts. In November 2020~~capitalized, the Intercontinental Exchange (“ICE”) Benchmark Administration Limited, the benchmark administrator for USD-LIBOR rates, proposed extending the publication of certain commonly-used USD-LIBOR settings until June 30, 2023 and ~~the~~our ~~FCA~~failure ~~issued a statement supporting such proposal. In connection with this proposal, certain U.S. banking regulators issued guidance strongly encouraging banks~~ to ~~generally~~do ~~cease entering into new contracts referencing USD-LIBOR as soon as practicable and in~~ any ~~event by December 31, 2021. It is not possible to predict the effect~~ of ~~these changes, including when there will be sufficient liquidity in~~ the ~~SOFR~~foregoing ~~markets. We~~could ~~have~~adversely ~~outstanding~~affect ~~variable debt and interest rate cap contracts that are indexed to LIBOR. If LIBOR changes or is replaced, the interest rates on~~ our ~~debt~~ability ~~which is indexed~~ to ~~USD-LIBOR~~compete ~~will~~effectively ~~be determined using a different successor rate, which may adversely affect interest expense and may result~~ in ~~interest obligations which are more than~~ the ~~payments~~markets ~~that would have been made on such debt if USD-LIBOR was available~~ in ~~its~~which ~~current~~we ~~form~~do business.

Brookfield DTLA could be adversely impacted by tenant defaults, bankruptcies or insolvencies. Brookfield DTLA owns, operates and manages commercial office and retail properties in the LACBD and receives its income primarily from lease income generated from tenants of those properties. Tenants of our properties may experience a downturn in their business, which could cause the loss of tenants or weaken their financial condition and result in the tenants’ inability to make lease payments when due or require rent concessions. If a tenant defaults, we may experience delays and incur costs in enforcing our rights as landlord and protecting our investments. If any tenant becomes a debtor in a case under the U.S. Bankruptcy Code, we cannot evict a tenant solely because of its bankruptcy. In addition, the bankruptcy court may authorize a tenant to reject and terminate its lease. In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In any event, it is unlikely that a bankrupt or insolvent tenant will pay in full the amounts it owes under a lease. The loss of lease payments from tenants and costs of re-leasing would adversely affect our cash flows, operating results and financial condition. In addition, the loss of a significant tenant could cause harm to our reputation. In the event of a significant number of lease defaults and/or tenant bankruptcies, it may be difficult, costly and time consuming to attract new tenants and lease the space for the rent and on terms as favorable as the previous leases or at all. The loss of lease payments from tenants and costs of re-leasing would adversely affect our operating results and financial condition, and our cash flows may not be sufficient to meet all of our obligations and liabilities.

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The alteration or discontinuation of LIBOR may adversely affect our borrowing costs. The chief executive of the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, previously announced that the FCA intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. In November 2020, the Intercontinental Exchange (“ICE”) Benchmark Administration Limited, the benchmark administrator for USD-LIBOR rates, proposed extending the publication of certain commonly-used USD-LIBOR settings until June 30, 2023 and the FCA issued a statement supporting such proposal. In connection with this proposal, certain U.S. banking regulators issued guidance strongly encouraging banks to generally cease entering into new contracts referencing USD-LIBOR as soon as practicable and in any event by December 31, 2021.

We have outstanding variable debt and interest rate protection agreements that are indexed to LIBOR. The Company is required to change the interest rates on our debt which is indexed to USD-LIBOR to SOFR, which may adversely affect interest expense and hedging costs and may result in interest obligations and interest rate protection agreements which are more than the payments that would have been made on such debt and interest rate protection agreements if USD-LIBOR was available in its current form. All of the Company’s variable debt contracts contain fallback language that lays out the process through which a replacement rate can be identified or used when LIBOR is not available. The LIBOR interest rate index for the debt secured by Wells Fargo Center–North Tower and Wells Fargo Center–South Tower was replaced by SOFR in October 2022 and November 2022, respectively. The Company will continue to track the exposure as of each reporting period and to assess the impact as the reference rate transition occurs through the cessation of LIBOR.

Because real estate investments are illiquid, we may not be able to sell properties when appropriate or desired. Large and high quality office properties like the ones that we own can be hard to sell, especially if local market conditions are poor. Such illiquidity could limit our ability to vary our portfolio promptly in response to changing economic or investment conditions. Additionally, financial difficulties of other property owners resulting in distressed sales could depress real estate values in the market in which we operate during times of illiquidity. These restrictions could reduce our ability to respond to changes in the performance of our investments and could adversely affect our financial condition and results of operations.

Insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates, which could adversely affect our financial condition and results of operations. The Manager maintains insurance on Brookfield DTLA’s properties in amounts and with deductibles that it believes are in line with coverage maintained by owners of similar types of properties; however, the insurance maintained by the Manager may not cover all potential losses Brookfield DTLA might experience. There also are certain types of risks (such as war or acts of terrorism, or environmental contamination, such as toxic mold) that are either uninsurable or not economically insurable. Should any uninsured or underinsured loss occur, the Company could lose its investment in, and anticipated profits and cash flows from, one or more of its properties, and would continue to be obligated to repay any recourse indebtedness on such properties. Any of these events could adversely impact the Company’s business, financial condition and results of operations.

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We are subject to possible environmental liabilities and other possible liabilities. As an owner and manager of real property, we are subject to various laws relating to environmental matters. These laws could hold us liable for the costs of removal and remediation of certain hazardous substances or wastes present in our buildings, released or deposited on or in our properties or disposed of at other locations. These costs could be significant and would reduce cash available for our business. The failure to remove or remediate such substances could adversely affect our ability to sell our properties or our ability to borrow using real estate as collateral, and could potentially result in claims or other proceedings against us. Environmental laws and regulations can change rapidly and compliance with more stringent environmental laws and regulations could have an adverse effect on our business, financial condition or results of operations.

Regulations under building codes and human rights codes generally require that public buildings, including office buildings, be made accessible to disabled persons. Non-compliance could result in the imposition of fines by the government or the award of damages to private litigants. If we are required to make substantial alterations and capital expenditures in one or more of our properties to comply with these codes, it could adversely affect our financial condition and results of operations.

We may also incur significant costs complying with other regulations. Our properties are subject to various federal, state, provincial and local regulatory requirements, such as state, and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. Existing requirements may change and compliance with future requirements may require significant unanticipated expenditures that could affect our cash flows and results from operations.

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Existing conditions at some of our properties may expose us to liability related to environmental matters, which may exceed our environmental insurance coverage limits. Independent environmental consultants have conducted Phase I or other environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey, and the assessments may fail to reveal all environmental conditions, liabilities or compliance concerns.

In connection with its due diligence of MPG prior to entering into the Merger Agreement, initial environmental tests were conducted at certain of MPG’s Downtown Los Angeles properties and a widely used commercial building material used in certain of MPG’s Downtown Los Angeles properties was found to contain ACBM. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, assets or results of operations. However, the assessments may have failed to reveal all environmental conditions, liabilities or compliance concerns. Material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future and future laws, ordinances or regulations may impose material additional environmental liability.

Losses resulting from the breach of our loan document representations related to environmental issues or hazardous substances will generally be recourse to Brookfield DTLA or one of its subsidiaries pursuant to “non-recourse carve out” guarantees and therefore present a risk to Brookfield DTLA should a special purpose property-owning subsidiary of DTLA Holdings be unable to cover such a loss. We cannot assure our stockholders that costs of future environmental compliance will not affect our ability to pay dividends or distributions to our stockholders, including on the Series A preferred stock, or such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

We may be subject to litigation. In the ordinary course of our business, we expect that we may be subject to litigation from time to time. The outcome of any such proceedings may materially adversely affect us and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of our management’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. The acquisition, ownership and disposition of real property will expose us to certain litigation risks which could result in losses, some of which may be material.

Future terrorist attacks in the United States could harm the demand for and the value of our properties. Future terrorist attacks in the U.S., such as the attacks that occurred in New York City and Washington, D.C. on September 11, 2001, and other acts of terrorism or war could harm the demand for and the value of our properties. Certain of the properties we own are well-known landmarks located in Downtown Los Angeles and may be perceived as more likely terrorist targets than similar, less recognizable properties. To the extent that future terrorist attacks impact our tenants, their businesses similarly could be adversely affected, including their ability to continue to honor their lease obligations.

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~~Climate~~We ~~change~~ may ~~adversely~~be ~~impact~~subject ~~our~~to ~~operations and markets~~litigation. ~~Climate~~In ~~change, including~~ the ~~impact~~ordinary course of ~~global~~our ~~warming~~business, ~~creates~~we ~~physical~~expect ~~and~~that ~~financial~~we ~~risk. Physical~~may ~~risks~~be ~~from~~subject ~~climate~~to ~~change~~litigation ~~include~~from antime ~~increase~~to intime. The ~~sea~~outcome ~~level~~of ~~and~~any ~~changes in weather conditions,~~ such asproceedings anmay ~~increase~~materially inadversely ~~intense~~affect ~~precipitation~~us and ~~extreme~~may ~~heat~~continue ~~events,~~without asresolution ~~well~~for aslong ~~tropical~~periods ~~and~~of ~~non-tropical storms~~time. ~~The~~Any ~~occurrence~~litigation ofmay ~~one~~consume orsubstantial ~~more~~amounts ~~natural~~of ~~disasters,~~our ~~such~~management’s astime ~~fires, floods~~ and ~~earthquakes (whether or not caused by climate change)~~attention, ~~could~~and ~~cause~~that ~~considerable~~time ~~damage~~and ~~to our properties, disrupt our operations or~~ the ~~operations~~devotion of ~~our tenants and negatively impact our financial performance. To the extent~~ these ~~events~~resources ~~result in significant damage~~ to orlitigation ~~closure~~may, ofat ~~one or more of our buildings~~times, ~~our operations and financial performance could~~ be ~~adversely~~disproportionate ~~affected~~to ~~through~~the ~~lost~~amounts ~~tenants~~at ~~and~~stake anin ~~inability to lease or re‑lease~~ the ~~space~~litigation. InThe ~~addition~~acquisition, ~~these~~ownership ~~events~~and ~~could~~disposition ~~result~~of inreal ~~significant expenses to restore or remediate a~~ property, ~~increases~~will inexpose ~~fuel~~us ~~(or~~to ~~other~~certain ~~energy)~~litigation ~~prices~~risks orwhich acould ~~fuel shortage and increases in the costs of insurance if they~~ result in ~~significant~~losses, ~~loss~~some of ~~property~~which ormay ~~other~~be ~~insurable damage~~material.

Climate change may adversely impact our operations and markets. Climate change, including the impact of global warming, creates physical and financial risks. Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in intense precipitation and extreme heat events, as well as tropical and non-tropical storms. The occurrence of one or more natural disasters, such as fires, floods and earthquakes (whether or not caused by climate change), could cause considerable damage to our properties, disrupt our operations or the operations of our tenants and negatively impact our financial performance. To the extent these events result in significant damage to or closure of one or more of our buildings, our operations and financial performance could be adversely affected through lost tenants and an inability to lease or re‑lease the space. In addition, these events could result in significant expenses to restore or remediate a property, increases in fuel (or other energy) prices or a fuel shortage and increases in the costs of insurance if they result in significant loss of property or other insurable damage.

TAX RISKS

Failure to maintain our status as a REIT could have significant adverse consequences to us, our ability to make distributions and the value of our stock, including the Series A preferred stock. Brookfield DTLA has elected to be taxed as a REIT pursuant to Sections 856 through 860 of the Code, commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts and intends to conduct its operations so as to continue to qualify as a REIT. To qualify as a REIT, Brookfield DTLA must satisfy a number of asset, income, organizational, operational, dividend distribution, stock ownership, and other requirements on an ongoing basis. However, qualification as a REIT involves the application of highly technical and complex provisions of the Code, for which only a limited number of judicial and administrative interpretations exist. Even an inadvertent or technical mistake could jeopardize our REIT qualification. Our ability to continue to qualify as a REIT depends on the ability of certain of our subsidiaries that own our commercial property assets to individually satisfy the asset, income, organizational, distribution, stock ownership and other requirements discussed above on a continuing basis. Whether these subsidiaries will be able to qualify for taxation as REITs, and therefore whether we will be able to continue to qualify, is a question of fact. Moreover, new tax legislation, administrative guidance or court decisions, in each instance potentially applicable with retroactive effect, could make it more difficult or impossible for us to continue to qualify as a REIT.

If Brookfield DTLA fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax on its taxable income at regular corporate tax rates, and it may be ineligible to qualify as a REIT for four subsequent tax years. Brookfield DTLA may also be subject to certain state or local income taxes, or franchise taxes on its REIT activities. Any such corporate tax liability could be substantial and would reduce the amount of cash available for investment, debt service and distribution to holders of our stock, which in turn could have an adverse effect on the value of our stock. Distributions to our stockholders if we fail to qualify as a REIT will not be deductible by us, nor will they be required to be made (unless required by the terms of our governing documents). In such event, to the extent of current and accumulated earnings and profits, all distributions to stockholders will be taxable as dividends (whether or not attributable to capital gains of the Company). Subject to certain limitations in the Code, corporate distributees may be eligible for the dividends received deduction. Dividends paid to non-corporate U.S. holders that constitute qualified dividend income will be eligible for taxation at the preferential rates applicable to long-term capital gains, provided certain conditions are met. As a result of all these factors, our failure to continue to qualify as a REIT could impair our business and operating strategies and adversely affect the value of our stock and our ability to make distributions on our stock, including, in each case, the Series A preferred stock.

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WeIf ~~may~~Brookfield DTLA ~~incur~~fails ~~other~~to ~~tax~~qualify ~~liabilities~~as ~~that~~a ~~could~~REIT ~~reduce~~in ~~our~~any ~~cash~~taxable ~~flows. We~~year, ~~may~~it will be subject to ~~certain~~ federal, ~~state~~ and ~~local~~state ~~taxes~~income tax on ~~our~~its taxable income ~~and~~at ~~assets~~regular ~~including~~corporate tax rates, ~~but~~and ~~not~~it ~~limited~~may ~~to,~~be ~~taxes~~ineligible onto ~~any~~qualify ~~undistributed~~as ~~income~~a ~~and~~REIT ~~property~~for ~~and~~four subsequent ~~transfer~~tax ~~taxes~~years. InBrookfield DTLA ~~order~~may also be subject to ~~avoid~~certain ~~federal~~state ~~corporate~~or local income ~~tax~~taxes, or franchise taxes on ~~our~~its ~~earnings,~~REIT ~~each~~activities. Any ~~year~~such wecorporate ~~must~~tax ~~distribute~~liability tocould ~~holders~~be ofsubstantial ~~our~~and ~~stock,~~would ~~including~~reduce ~~holders~~the amount of ~~the~~cash ~~Series A~~available ~~preferred~~for ~~stock~~investment, atdebt ~~least~~service ~~90%~~and ofdistribution ~~our~~to ~~REIT~~holders ~~taxable~~of ~~income~~our stock, ~~determined~~which ~~before~~in ~~the~~turn ~~deductions~~could ~~for~~have ~~dividends~~an ~~paid~~adverse ~~and~~effect ~~excluding~~on ~~any~~the ~~net~~value ~~capital~~of ~~gain~~our stock. ToDistributions ~~the~~to ~~extent~~our ~~that~~stockholders if we ~~satisfy~~fail ~~this~~to ~~distribution~~qualify ~~requirement,~~as ~~but~~a ~~distribute~~REIT ~~less~~will ~~than~~not ~~100%~~be ofdeductible ~~our~~by ~~taxable~~us, ~~income~~nor ~~and~~will ~~net~~they ~~capital~~be ~~gain,~~required weto ~~will~~ be ~~subject~~made to(unless ~~federal~~required ~~corporate~~by ~~income~~the ~~tax~~terms onof our ~~undistributed~~governing ~~REIT~~documents). In ~~taxable~~such ~~income~~event, to the extent of current and ~~net~~accumulated ~~capital~~earnings ~~gain. In~~and ~~addition~~profits, weall distributions to stockholders will be ~~subject~~taxable as dividends (whether or not attributable to acapital 4%gains of the ~~nondeductible~~Company). Subject ~~excise~~to ~~tax~~certain iflimitations in the ~~actual~~Code, ~~amount~~corporate ~~that~~distributees wemay ~~distribute~~be eligible for the dividends received deduction. Dividends paid to non-corporate U.S. holders ofthat ~~our~~constitute ~~stock,~~qualified ~~including~~dividend ~~holders~~income ofwill ~~the~~be ~~Series A~~eligible ~~preferred~~for ~~stock,~~taxation inat athe ~~calendar~~preferential ~~year~~rates isapplicable ~~less~~to ~~than~~long-term acapital ~~minimum~~gains, ~~amount~~provided ~~specified~~certain ~~under~~conditions ~~the~~are ~~Code~~met. ~~Any~~As a result of all these ~~taxes~~factors, ~~would~~our ~~decrease~~failure ~~cash~~to ~~available~~continue ~~for~~to ~~distributions~~qualify toas ~~holders~~a ofREIT could impair our ~~stock,~~business ~~including~~and ~~holders~~operating ofstrategies and adversely affect the ~~Series A~~value ~~preferred~~of our stock, and ~~lower~~our ~~distributions~~ability ofto ~~cash~~make ~~could~~distributions ~~adversely~~on ~~affect~~our ~~the~~stock, ~~value~~including, ofin each case, the Series A preferred stock.

~~Dividends~~We ~~payable~~may byincur ~~REITs~~other dotax liabilities that could reduce our cash flows. We may be subject to certain federal, state and local taxes on our income and assets including, but not ~~qualify~~limited ~~for~~to, ~~the~~taxes ~~reduced~~on ~~tax~~any ~~rates~~undistributed ~~available~~income ~~for~~and ~~some~~property ~~dividends~~and transfer taxes. ~~Certain~~In ~~dividends~~order ~~known~~to asavoid ~~qualified~~federal ~~dividends~~corporate ~~currently~~income ~~are~~tax ~~subject~~on our earnings, each year we must distribute to ~~the~~holders ~~same~~of ~~tax~~our ~~rates~~stock, asincluding ~~long-term~~holders ~~capital~~of ~~gains~~the Series A preferred stock, ~~which~~at ~~are~~least ~~lower~~90% ~~than~~of ~~rates~~our ~~for~~REIT ~~ordinary~~taxable income, determined before the deductions for dividends paid and excluding any net capital gain. ~~Dividends~~To ~~payable~~the byextent ~~REITs~~that we satisfy this distribution requirement, ~~however~~but distribute less than 100% of our taxable income and net capital gain, ~~generally~~we ~~are~~will ~~not~~be ~~eligible~~subject ~~for~~to ~~such~~federal ~~reduced~~corporate ~~rates~~income tax on our undistributed REIT taxable income and net capital gain. ~~The~~In ~~more~~addition, ~~favorable~~we ~~rates~~will ~~applicable~~be subject to ~~regular~~a ~~corporate~~4% nondeductible ~~qualified~~excise ~~dividends~~tax ~~could~~if ~~cause~~the ~~investors~~actual ~~who~~amount ~~are~~that ~~individuals~~we distribute to holders of our stock, ~~trusts~~including ~~and~~holders ~~estates~~of tothe ~~perceive~~Series A ~~investments~~preferred stock, in ~~REITs~~a tocalendar beyear ~~relatively~~is less ~~attractive~~ than ~~investments~~a inminimum amount specified under the ~~stocks~~Code. Any of ~~non-REIT~~these ~~corporations~~taxes ~~that~~would ~~pay~~decrease ~~dividends,~~cash ~~which~~available ~~could~~for ~~adversely~~distributions ~~affect~~to ~~the~~holders ~~value~~ of our stock, including holders of the Series A preferred stock, and lower distributions of cash could adversely affect the value of the Series A preferred stock. Furthermore, the ordinance, Measure United to House L.A. (“Measure ULA”), which was passed in November 2022, reduces the net sales proceeds from our potential asset dispositions. This ordinance increases real estate transfer taxes in the City of Los Angeles effective April 1, 2023. Such real estate transfer taxes are levied when a property is sold, and usually paid by the seller. Prior to the effective date of this ordinance, the City of Los Angeles taxed all real estate transactions at 0.45% applied to the fair value of the property net of debt encumbering the property. This ordinance implements a new progressive structure for the transfer tax, which taxes real estate sales transactions valued at $10.0 million and above at 5.5% on the gross fair value of the property without regard to debt encumbering the property, resulting in a reduction in net cash proceeds from potential asset dispositions.

You may be deemed to receive a taxable distribution without the receipt of any cash or property. Under Section 305(c) of the Code, holders of the Company’s Series A preferred stock may be treated for U.S. federal income tax purposes as receiving constructive distributions if the “issue price” of the Series A preferred stock is lower than the redemption price of such Series A preferred stock. If the redemption price exceeds the issue price and, based on all the facts and circumstances as of the date of issuance, redemption pursuant to Brookfield DTLA’s right to redeem is more likely than not to occur, then a holder of Series A preferred stock will be deemed to receive a series of constructive distributions of stock in the total amount of such excess, so long as the amount by which the redemption price exceeds the issue price is not de minimis. These constructive distributions will be deemed to be made to such holders in increasing amounts (on a constant-yield basis) during the period from the date of issuance to the date on which it is most likely that the Series A preferred stock will be redeemed, based on all of the facts and circumstances as of the issue date. In addition, constructive distributions could arise in other circumstances as well. In the event a holder of Series A preferred stock receives a constructive distribution, such holder may incur U.S. federal income tax liability with respect to such constructive distribution without receiving any corresponding distribution of cash with which to pay such taxes.

Applicable REIT laws may restrict certain business activities. As a REIT, we are subject to various restrictions on the types of income we can earn, assets we can own and activities in which we can engage. Business activities that could be impacted by applicable REIT laws include, but are not limited to, activities such as developing alternative uses of real estate, including the development and/or sale of properties. To qualify as a REIT for federal income tax purposes, we must satisfy certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In order to meet these tests, we may be required to forgo investments we might otherwise make. Thus, our compliance with the REIT requirements may hinder our business and operating strategies, financial condition and results of operations.

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Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. Certain dividends known as qualified dividends currently are subject to the same tax rates as long-term capital gains, which are lower than rates for ordinary income. Dividends payable by REITs, however, generally are not eligible for such reduced rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our stock, including the Series A preferred stock. However, under current law and through 2025, individual taxpayers may be entitled to claim a deduction in determining their taxable income of 20% of “ordinary” REIT dividends (i.e., dividends other than capital gain dividends and qualified dividend income), which temporarily reduces the effective tax rate on such dividends.

We will participate in transactions and make tax calculations for which the ultimate tax determination may be uncertain. We will participate in many transactions and make tax calculations during the course of our business for which the ultimate tax determination will be uncertain. While we believe we maintain provisions for uncertain tax positions that appropriately reflect our risk, these provisions are made using estimates of the amounts expected to be paid based on a qualitative assessment of several factors. It is possible that liabilities associated with one or more transactions may exceed our provisions due to audits by, or litigation with, relevant taxing authorities which may materially affect our financial condition and results of operations.

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GENERAL RISK FACTORS

We may suffer a significant loss resulting from fraud, other illegal acts or inadequate or failed internal processes or systems. We may suffer a significant loss resulting from fraud or other illegal acts or inadequate or failed internal processes or systems. We rely on our employees to follow our policies and processes as well as applicable laws in their activities. Risk of illegal acts or failed systems are managed through our infrastructure, controls, systems, policies and people, complemented by central groups focusing on enterprise-wide management of specific operational risks such as fraud, trading, outsourcing, and business disruption, as well as people and systems risks. Failure to manage these risks can result in direct or indirect financial loss, reputational impact, regulatory censure or failure in the management of other risks such as credit or market risk.

If we are unable to recover from a business disruption on a timely basis, our financial condition and results of operations could be adversely affected. Our business may be vulnerable to damages from a number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. For example, major health issues and pandemics, such as COVID–19, may adversely affect trade and global and local economies. If we are unable to recover from a business disruption on a timely basis, our financial condition and results of operations could be adversely affected. We may also incur additional costs to remedy damages caused by such disruptions.

The failure of our information technology systems, or an act of deliberate cyber terrorism, could adversely impact our reputation and financial performance. We operate in businesses that are dependent on information systems and technology. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level, either of which could have a material adverse effect on us. We rely on third-party service providers to manage certain aspects of our business, including for certain information systems and technology, data processing systems, and the secure processing, storage and transmission of information. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair the quality of our operations and could adversely affect our business and reputation. We rely on certain information technology systems which may be subject to cyber terrorism intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, through the introduction of computer viruses, cyber-attacks and other means, and could originate from a variety of sources including our own employees or unknown third parties. Any such breach or compromise could also go undetected for an extended period. There can be no assurance that measures implemented to protect the integrity of our systems will provide adequate protection or enable us to detect and remedy any such breaches or compromises in a timely manner or at all. If our information systems are compromised, we could suffer a disruption in one or more of our businesses. This could have a negative impact on our financial condition and results of operations or result in reputational damage.

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Item 1B. Unresolved Staff Comments.

Not applicable.

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Item 2. Properties.

Lease Terms

Brookfield DTLA’s properties are typically leased to high credit-rated tenants for terms ranging from five to ten years, although we also enter into some shorter or longer-term leases. Our leases usually require the license of a minimum number of monthly parking spaces at the property and in many cases contain provisions permitting tenants to renew expiring leases at prevailing market rates. Most of our leases are either net or modified gross leases. Net and modified gross leases are those in which tenants pay not only base rent but also some or all real estate taxes and operating expenses of the leased property. Tenants typically reimburse us the full direct cost for use of lighting, heating and air conditioning during non-business hours, and for a certain number of parking spaces. We are generally responsible for structural repairs.

Historical Percentage Leased and Rental Rates

The following table sets forth the percentage leased, annualized rent, and annualized rent per rentable square foot of executed leases at Brookfield DTLA’s properties as of the dates indicated:

	PercentageLeased		AnnualizedRent (1)		AnnualizedRent$/RSF (2)
December 31, 2019	82.9	%	$	168,904,581	$	26.87
December 31, 2020	79.1	%	$	165,568,312	$	27.62
December 31, 2021	77.2	%	$	167,310,265	$	28.57
December 31, 2022	77.3	%	$	170,613,809	$	29.13

__________

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of the date indicated. This amount reflects total base rent before any rent abatements as of the date indicated. Total abatements for executed leases as of December 31, ~~2021~~2022 for the twelve months ending December 31, ~~2022~~2023 are approximately $1315.84 million, or $2.3562 per leased square foot. Total abatements for executed leases as of December 31, ~~2020~~2021 for the twelve months ended December 31, ~~2021~~2022 were approximately $613.18 million, or $12.02 35 per leased square foot. Total abatements for executed leases as of December 31, ~~2019~~2020 for the twelve months ended December 31, ~~2020~~2021 were approximately $76.91 million, or $1.2502 per leased square foot.

(2)Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of the same date.

Leasing Activity

The following table summarizes leasing activity at Brookfield DTLA’s properties for the year ended December 31, ~~2021~~2022:

	Leasing Activity	Percentage Leased
Leased square feet as of December 31, 2020	5,995,517	79.1	%
Contractual expirations and early terminations	(632,280)	(8.4)	%
New leases	142,516	1.9	%
Renewals	349,851	4.6	%
Leased square feet as of December 31, 2021	5,855,604	77.2	%
Contractual expirations and early terminations	(646,293)	(8.4)	%
New leases	297,351	3.9	%
Renewals	351,109	4.6	%
Remeasurement adjustments	(77)	—	%
Leased square feet as of December 31, 2022	5,857,694	77.3	%

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Property Statistics

The following table presents leasing information for executed leases at Brookfield DTLA’s properties as of December 31, ~~2021~~2022:

		Square Feet
Property	NumberofBuildings	NumberofTenants	YearAcquired/Constructed	NetBuildingRentable	% of NetRentable		%Leased		AnnualizedRent (1)		AnnualizedRent$/RSF (2)
BOA Plaza	1	2826	2006	1,405,428	18.5	%	8590.15	%	$	3537,~~036~~221,~~449~~739	$	29.2927
Wells Fargo Center–North Tower	1	3940	2013	1,~~400~~399,~~639~~795	18.5	%	7980.04	%	3334,~~752~~455,~~544~~904		30.4961
Gas Company Tower	1	2625	2013	1,345,163	17.8	%	7372.38	%	2627,~~936~~735,~~638~~956		2728.3231
EY Plaza	1	4439	2006	963,682	12.7	%	7876.96	%	21,~~967~~567,~~390~~786		2829.9021
FIGat7th	1	3032	2013	316,250	4.2	%	89.48	%	67,~~743~~268,~~412~~181		2325.8460
Wells Fargo Center–South Tower	1	2125	2013	1,124,960	14.8	%	63.10	%	2021,~~189~~751,~~036~~783		2830.4568
777 Tower	1	4945	2013	1,024,835	13.5	%	7973.41	%	2220,~~684~~612,~~796~~460		27.8751
	7	~~237~~232		7,580,~~957~~113	100.0	%	77.23	%	$	~~167~~170,~~310~~613,~~265~~809	$	2829.5713

__________

(1) Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, ~~2021~~2022. This amount reflects total base rent before any rent abatements as of December 31, ~~2021~~2022. Total abatements for executed leases as of December 31, ~~2021~~2022 for the twelve months ending December 31, ~~2022~~2023 are approximately $1315.84 million, or $2.3562 per leased square foot.

(2) Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of December 31, ~~2021~~2022.

Tenant Information

As of December 31, ~~2021~~2022, Brookfield DTLA’s properties were leased to ~~237~~232 tenants. The following table sets forth the annualized rent and leased square feet of our ten largest tenants as of December 31, ~~2021~~2022:

Tenant		Property	~~AnnualizedRent (1)~~		AnnualizedRent (1)		~~% of Total AnnualizedRent~~		% of Total AnnualizedRent		~~LeasedSquare Feet~~	LeasedSquare Feet	~~% of TotalLeased Square Feet~~		% of TotalLeased Square Feet		~~Year ofExpiry~~	Year ofExpiry
1	The Capital Group Companies	BOA Plaza	$	~~10,565,737~~	$	10,601,864	~~6.3~~	%	6.2	%	~~403,547~~	350,231	~~6.8~~	%	5.9	%	~~Various~~	2033
2	Southern California Gas Company	Gas Company Tower	~~8,582,440~~		8,817,062		~~5.1~~	%	5.2	%	~~350,998~~	351,211	~~6.0~~	%	6.0	%	~~2026~~	2026
3	Latham & Watkins LLP	Wells Fargo Center–South Tower; Gas Company Tower	~~8,362,250~~		8,635,960		~~5.0~~	%	5.1	%	~~245,206~~	245,206	~~4.2~~	%	4.2	%	~~Various~~	Various
4	~~Wells Fargo~~ Bank ~~National~~of ~~Association~~America N.A.	BOA Plaza	~~7,498,860~~		7,333,558		~~4.5~~	%	4.3	%	~~293,383~~	209,310	~~5.0~~	%	3.6	%	~~2023~~	2029
5	~~Bank~~Gibson, ofDunn ~~America~~& ~~N.A.~~Crutcher LLP	Wells Fargo Center–North Tower	~~7,330,488~~		7,315,270		~~4.4~~	%	4.3	%	~~209,310~~	215,155	~~3.6~~	%	3.7	%	~~2029~~	2035
6	~~Gibson,~~Wells ~~Dunn~~Fargo &Bank ~~Crutcher~~National ~~LLP~~Association	Wells Fargo Center–North Tower; BOA Plaza	~~6,386,475~~		6,243,999		~~3.8~~	%	3.7	%	~~215,155~~	242,003	~~3.7~~	%	4.1	%	~~2035~~	Various
7	Oaktree Capital Management, L.P.	Wells Fargo Center–North Tower	~~5,965,296~~		6,143,538		~~3.6~~	%	3.6	%	~~208,148~~	207,959	~~3.6~~	%	3.6	%	~~2030~~	2030
8	Sheppard, Mullin, Richter	BOA Plaza	~~5,083,470~~		5,083,470		~~3.0~~	%	3.0	%	~~173,959~~	173,959	~~3.0~~	%	3.0	%	~~2025~~	2025
9	Sidley Austin (CA) LLP	Gas Company Tower	~~3,789,054~~		3,902,725		~~2.3~~	%	2.2	%	~~135,798~~	135,798	~~2.3~~	%	2.3	%	~~2024~~	2024
10	Ernst & Young U.S. LLP	EY Plaza	~~3,720,879~~		3,504,563		~~2.2~~	%	2.0	%	~~127,613~~	127,613	~~2.2~~	%	2.2	%	~~2032~~	2032
			$	~~67,284,949~~	$	67,582,009	~~40.2~~	%	39.6	%	~~2,363,117~~	2,258,445	~~40.4~~	%	38.6	%

__________

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, ~~2021~~2022. This amount reflects total base rent before any rent abatements as of December 31, ~~2021~~2022. For those leases where rent has not yet commenced, the first month in which rent is to be received is used to determine annualized rent.

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The following table sets forth information of our ten largest tenants regarding lease expirations in leased square feet by year as of December 31, ~~2021~~2022:

Tenant		Property	~~2022~~	2023	~~2023~~	2024	~~2024~~	2025	~~2025~~	2026	~~2026~~	2027	~~Beyond~~	Beyond	~~Total~~	Total	~~Year of Final Expiry~~	Year of Final Expiry
1	The Capital Group Companies	BOA Plaza	~~53,316~~	—	—	—	—	—	—	—	—	—	~~350,231~~	350,231	~~403,547~~	350,231	~~2033~~	2033
2	Southern California Gas Company	Gas Company Tower	—	—	—	—	—	—	—	351,211	~~350,998~~	—	—	—	~~350,998~~	351,211	~~2026~~	2026
3	Latham & Watkins LLP	Wells Fargo Center–South Tower; Gas Company Tower	—	—	—	—	—	162,326	~~162,326~~	—	—	—	~~82,880~~	82,880	~~245,206~~	245,206	~~2031~~	2031
4	~~Wells Fargo~~ Bank ~~National~~of ~~Association~~America N.A.	BOA Plaza	—	—	~~293,383~~	—	—	—	—	—	—	—	—	209,310	~~293,383~~	209,310	~~2023~~	2029
5	~~Bank~~Gibson, ofDunn ~~America~~& ~~N.A.~~Crutcher LLP	Wells Fargo Center–North Tower	—	—	—	—	—	—	—	—	—	—	~~209,310~~	215,155	~~209,310~~	215,155	~~2029~~	2035
6	~~Gibson,~~Wells ~~Dunn~~Fargo &Bank ~~Crutcher~~National ~~LLP~~Association	Wells Fargo Center–North Tower; BOA Plaza	—	50,596	—	—	—	—	—	191,407	—	—	~~215,155~~	—	~~215,155~~	242,003	~~2035~~	2026
7	Oaktree Capital Management, L.P.	Wells Fargo Center–North Tower	—	—	—	—	—	—	—	—	—	—	~~208,148~~	207,959	~~208,148~~	207,959	~~2030~~	2030
8	Sheppard, Mullin, Richter	BOA Plaza	—	—	—	—	—	173,959	~~173,959~~	—	—	—	—	—	~~173,959~~	173,959	~~2025~~	2025
9	Sidley Austin (CA) LLP	Gas Company Tower	—	—	—	135,798	~~135,798~~	—	—	—	—	—	—	—	~~135,798~~	135,798	~~2024~~	2024
10	Ernst & Young U.S. LLP	EY Plaza	—	—	—	—	—	—	—	—	—	—	~~127,613~~	127,613	~~127,613~~	127,613	~~2032~~	2032
	Leased square feet expiring by year		~~53,316~~	50,596	~~293,383~~	135,798	~~135,798~~	336,285	~~336,285~~	542,618	~~350,998~~	—	~~1,193,337~~	1,193,148	~~2,363,117~~	2,258,445
	Percentage of leased square feet expiring by year		~~0.9%~~	0.9%	~~5.2%~~	2.3%	~~2.3%~~	5.7%	~~5.7%~~	9.3%	~~6.0%~~	—%	~~20.3%~~	20.4%	~~40.4%~~	38.6%

Lease Expirations

The following table presents a summary of lease expirations at Brookfield DTLA’s properties for executed leases as of December 31, ~~2021~~2022, plus currently available space, for future periods. This table assumes that none of our tenants will exercise renewal options or early termination rights, if any, at or prior to their scheduled expirations.

Year	Total Area in Square Feet Covered by Expiring Leases	Percentageof LeasedSquare Feet		Annualized Rent (1)		Percentage ofAnnualizedRent		Current Rent perLeased SquareFoot (2)		Rent per Leased Square Foot at Expiration (3)
2022	304,641	5.2	%	$	7,981,594	4.8	%	$	26.20	$	26.75
2023	643,135	11.0	%	$	18,818,130	11.0	%	$	29.26	$	29.41
2023	983,709	16.7	%	25,586,271		15.3	%	26.01		27.35
2024	681,570	11.6	%	18,300,155		10.7	%	26.85		27.98
2024	544,819	9.3	%	16,224,710		9.7	%	29.78		32.15
2025	743,895	12.7	%	22,725,992		13.3	%	30.55		32.23
2025	729,727	12.5	%	21,979,377		13.1	%	30.12		32.43
2026	795,918	13.6	%	20,765,501		12.2	%	26.09		28.61
2026	571,061	9.8	%	14,819,033		8.9	%	25.95		29.57
2027	299,580	5.1	%	9,307,951		5.5	%	31.07		35.74
2027	296,212	5.1	%	9,019,655		5.4	%	30.45		35.95
2028	126,016	2.2	%	4,172,390		2.4	%	33.11		40.05
2028	104,486	1.8	%	3,199,361		1.9	%	30.62		39.24
2029	302,989	5.2	%	10,068,324		5.9	%	33.23		42.05
2029	303,025	5.2	%	9,863,464		5.9	%	32.55		42.04
2030	330,076	5.6	%	10,390,792		6.1	%	31.48		39.73
2030	329,831	5.6	%	10,178,585		6.1	%	30.86		39.96
2031	358,684	6.1	%	10,721,065		6.3	%	29.89		39.40
2031	308,309	5.3	%	8,996,457		5.4	%	29.18		39.71
2032	200,448	3.4	%	5,648,625		3.3	%	28.18		40.43
Thereafter	1,~~379~~375,~~784~~383	23.5	%	39,~~461~~694,~~758~~884		23.53	%	28.6086		42.1210
Total expiring leases	5,~~855~~857,~~604~~694	100.0	%	$	~~167~~170,~~310~~613,~~265~~809	100.0	%	$	2829.5713	$	3435.8625
Currently available	1,~~725~~722,~~353~~419
Total rentable square feet	7,580,~~957~~113

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, 2021. This amount reflects total base rent before any rent abatements as of December 31, 2021. Total abatements for executed leases as of December 31, 2021 for the twelve months ending December 31, 2022 are approximately $13.8 million, or $2.35 per leased square foot.26

(2)Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of December 31, 2021.

(3)Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.

Table of Contents

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, 2022. This amount reflects total base rent before any rent abatements as of December 31, 2022. Total abatements for executed leases as of December 31, 2022 for the twelve months ending December 31, 2023 are approximately $15.4 million, or $2.62 per leased square foot.

(2)Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of December 31, 2022.

(3)Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.

Indebtedness

As of December 31, ~~2021~~2022 and the issuance date of this Annual Report, Brookfield DTLA’s secured debt was comprised of mortgage and mezzanine loans secured by seven properties. A summary of our secured debt as of ~~December 31,~~the ~~2021~~issuance date of this Annual Report is as follows, with both the 777 Tower Loans and Gas Company Tower Loans included in debt in default:

	PrincipalAmount		Percent ofTotal Debt		EffectiveInterestRate		Weighted Average Term toMaturity ~~(3)~~
Fixed-rate	$	458,500	20	%	4.03	%	3 years
Fixed-rate (3)	$	458,500	20	%	4.03	%	1.5 years
Variable-rate (1) (2)	1,805,796		80	%	2.62	%	3 years
Variable-rate (1)	1,070,447		47	%	5.98	%	0.8 years
	$	2,264,296	100	%	2.91	%	3 years
Total secured debt, excluding debt in default	1,528,947		67	%	5.40	%	1.0 year
Debt in default (2)	753,939		33	%	6.69	%
Total secured debt	$	2,282,886	100	%	5.82	%

__________

(1)As of December 31, ~~2021~~2022 and through the date of this report, a future advance amount of $2924.26 million is available under the Wells Fargo Center–South Tower mortgage loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.

(2)AsIncludes $288.9 million outstanding under the 777 Tower Loans and $465.0 million outstanding under the Gas Company Tower Loans as of December 31, ~~2021~~2022. The ~~and~~Company ~~through~~did not exercise the ~~date~~option to extend the maturity of ~~this~~the ~~report~~loans secured by Gas Company Tower and therefore on February 9, a2023, ~~future~~the ~~advance~~Gas ~~amount~~Company Tower Loans matured and, since this loan has not been repaid, an event of ~~$43.6 million~~default has occurred and is ~~available~~continuing. ~~under~~Accordingly, the ~~777~~ Gas Company Tower ~~mortgage~~Loans ~~and~~are ~~mezzanine~~included ~~loans~~as ~~that~~“Debt ~~can~~in bedefault” ~~drawn~~in tothis ~~fund~~table ~~approved~~presented ~~leasing~~as ~~costs~~of (the issuance date of this Annual Report, but because these loans were not in default as of December ~~defined~~31, 2022, they are excluded as “Debt in default” in the ~~underlying~~tables ~~loan~~presented ~~agreements),~~as ~~including~~of ~~tenant~~December 31, ~~improvements~~2022 ~~and~~in ~~inducements~~Part II, Item 8. “Financial Statements and ~~leasing~~Supplementary ~~commissions~~Data—Notes to Consolidated Financial Statements—Note 5—Secured Debt, Net.”

(3)Includes ~~the~~$58.5 million ~~effect~~outstanding ofunder ~~extension options that~~ the ~~Company~~loan ~~controls,~~secured ifby ~~applicable~~FIGat7th. AsIn ofMarch ~~December 31~~2023, ~~2021,~~the welender ~~meet~~of ~~the~~this ~~criteria~~loan ~~specified~~granted ina short-term extension of the ~~loan~~maturity ~~agreements~~date tofrom ~~extend~~March ~~the~~1, ~~loan~~2023 ~~maturity~~to ~~dates~~April 3, 2023.

See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” and Part II, Item 8. “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 65—Secured Debt, Net.”

Item 3. Legal Proceedings.

Brookfield DTLA and its subsidiaries may be subject to pending legal proceedings and litigation incidental to its business. After consultation with legal counsel, management believes that any liability that may potentially result upon resolution of such matters is not expected to have a material adverse effect on the Company’s business, financial condition or consolidated financial statements as a whole.

Item 4. Mine Safety Disclosures.

Not applicable.

2627

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PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities.

Market Information

There is no established public trading market for the registrant’s common stock.

Holders

All of the registrant’s issued and outstanding shares of common stock (all of which are privately owned and are not traded on a public market) are held by ~~Brookfield~~ DTLA Holdings ~~LLC~~.

Dividends

The registrant has not paid any cash dividends on its common stock in the past. Any future dividends declared would be at the discretion of Brookfield DTLA’s board of directors and would depend on its financial condition, results of operations, contractual obligations and the terms of its financing agreements at the time a dividend is considered, and other relevant factors.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

27Item 6. [RESERVED]

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Item 7. Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Forward-Looking Statements disclaimer, and the consolidated financial statements and related notes thereto that appear in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations, and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to, those described under Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. We do not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any document, whether as a result of new information, future events, or otherwise.

Overview and Background

Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or the “Company”) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended, and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the “Series A preferred stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, “MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (“DTLA Holdings”, and together with its affiliates excluding the Company and its subsidiaries, the “Manager”). DTLA Holdings is an indirect partially‑-owned subsidiary of Brookfield Property Partners L.P. (“BPY”), an exempted limited partnership under the Laws of Bermuda, which in turn is the flagship commercial property entity ~~and~~wholly-owned ~~the~~by ~~primary vehicle through which~~ Brookfield ~~Asset Management Inc. (“BAM”)~~Corporation, a corporation under the ~~Laws~~laws of ~~Canada~~Ontario, and the primary vehicle through which Brookfield Corporation invests in real estate on a global basis. On ~~April~~December 19, ~~2021~~2022, ~~BAM~~Brookfield ~~and~~Asset ~~BPY~~Management ~~announced~~Inc. an(“BAM”) ~~agreement~~completed ~~for~~a ~~BAM~~distribution toand ~~acquire~~listing ~~100~~of 25% of ~~the~~its ~~limited~~asset ~~partnership~~management ~~units~~business of— ~~BPY~~Brookfield Asset Management Ltd. The ~~acquisition~~global ~~was~~alternative ~~completed~~asset inmanagement ~~July~~business ~~2021~~is now owned and ~~the~~operated ~~acquisition~~through ~~did~~Brookfield ~~not~~Asset ~~have~~Management ~~any~~ULC. BAM ~~impact~~is tonow ~~the~~known ~~Company~~as Brookfield Corporation.

2829

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Brookfield DTLA owns and manages six Class A office properties and a retail center, consisting of 7,580,~~957~~113 rentable square feet in total. Additionally, Brookfield DTLA also has an indirect noncontrolling interest in an unconsolidated real estate joint venture that owns a multifamily residential development property. All of these properties are located in the Los Angeles Central Business District (the “LACBD”) in Downtown Los Angeles, which has long been a major office district for law firms, accounting firms and government agencies. The following table sets forth information regarding these eight properties as of December 31, ~~2021~~2022:

Name	Property Type	Rentable Square Feet	Ownership Percentage	~~Occupancy~~Percentage Leased (1)	Weighted-Average Remaining Lease Term (Years) (2)
Bank of America Plaza (“BOA Plaza”)	Office (4)	1,405,428	100%	8590.15%	6.61
Wells Fargo Center–North Tower	Office (4)	1,~~400~~399,~~639~~795	100%	7980.04%	67.91
Gas Company Tower	Office (4)	1,345,163	100%	7372.38%	54.7
EY Plaza	Office (4)	963,682	100%	7876.96%	6.73
Wells Fargo Center–South Tower	Office (4)	1,124,960	100%	63.10%	54.09
777 Tower	Office (4)	1,024,835	100%	7973.41%	4.31
FIGat7th	Retail	316,250	100%	89.48%	76.12
755 South Figueroa	Multifamily (3)	N/A	33.6%	N/A	N/A
Beaudry (previously known as 755 South Figueroa)	Multifamily (3)	N/A	22.1%	N/A	N/A
Total		7,580,~~957~~113		77.23%	65.07

(1) Represents properties’ leased square feet over total rentable square feet for executed leases as of December 31, ~~2021~~2022.

(2) Represents weighted-average of the period remaining (denominated in years) for executed lease as of December 31, ~~2021~~2022, excluding tenant lease extension options.

(3) Under development as of December 31, ~~2021~~2022.

(4) Classified as Class A office properties as they are centrally-located buildings that are professionally managed and maintained, attract high-quality tenants and command upper-tier rental rates, and that are modern structures or have been modernized to compete with newer buildings.

Current Year Highlights

Coronavirus (“COVID-19”) Update

In December 2020, the U.S. began a large-scale COVID-19 vaccination campaign. On June 15, 2021, as California fully reopened its economy, restrictions such as physical distancing, capacity limits and the county tier system were lifted (the “Reopening”). However, since the Reopening, the spread of the Delta and Omicron variants brought uncertainty to the economic recovery and many office tenants revised their return-to-office plans in response to the soaring case counts.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

During 2021, the COVID-19 pandemic and the measures taken to combat the spread of the pandemic have continued to impact numerous aspects of our business and our properties, which are located in the City of Los Angeles. Some of the effects include the following:

•Prior to the Reopening, capacity limits were imposed on higher-risk activities and businesses such as indoor dining, bars, fitness centers and movie theaters according to the tier system of the California state’s reopening framework. As a result, our retail tenants in FIGat7th experienced the most immediate impact of the restrictions imposed. During 2021, 2020 and 2019, total lease income and parking revenue from FIGat7th represented approximately 5%, 3% and 4%, respectively, of the consolidated total. Due to the uncertainties posed to our tenants in FIGat7th by these restrictions, adjustments of $2.3 million were recognized during 2020, to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable. In contrast, the Company recorded favorable lease income adjustments of $0.5 million during 2021, as a result of the Reopening as various retail tenants benefited from higher visitor traffic.

•While our office properties have remained open, most of our office tenants have been working remotely since the “stay-at-home” order was issued in March 2020. Although state and local authorities lifted restrictions on businesses in June 2021, the physical occupancy of our office properties has remained well below capacity as infection rates fluctuated and most employers continued their COVID-19 response protocols and allowed employees to work from home when possible. As of December 31, 2021, most of our office tenants have been current in paying amounts due to us under their leases. Due to the uncertainties posed to our office property tenants by the COVID-19 pandemic, during 2020, adjustments of $6.1 million were recognized to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable. In contrast, the Company recorded favorable lease income adjustments of $0.7 million during 2021, as a result of the Reopening and office employees returning to offices.

•The Company received certain rent relief requests for certain periods in 2020 and 2021 from many of our retail tenants and some of our office tenants as a result of the measures taken to combat the spread of the COVID-19 pandemic. Some of our tenants have availed themselves of various federal and state relief funds, such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Paycheck Protection Program, which can be utilized to partially meet rental obligations. While our tenants are required to fulfill their commitments to us under their leases, we have implemented and will continue to carefully consider temporary rent deferrals and rent abatements on a lease-by-lease basis and only consider those which have a justifiable financial basis.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~•The~~Current ~~following~~Year ~~table presents parking net operating income during 2021, 2020 and 2019:~~Highlights

	For the Years Ended December 31,
	2021		2020		2019		2021 vs. 2020 % Change		2020 vs. 2019% Change
Parking revenue	$	25,426	$	27,775	$	39,715	(8)	%	(30)	%
Parking expense	(8,570)		(10,648)		(10,373)		(20)	%	3	%
Parking net operating income	$	16,856	$	17,127	$	29,342	(2)	%	(42)	%

In general, LACBD market conditions have not changed materially since our last Form 10-Q which was filed on November 10, 2022.

~~Decrease~~Leasing inActivity ~~parking net operating income is mainly attributable to the restrictions imposed by state and local authorities that impact the physical occupancy of both our office and retail properties.~~

~~•Decline~~Leasing inactivity ~~property~~improved ~~values~~since ~~resulting~~June ~~from~~2021 ~~lower~~with ~~than~~new ~~anticipated~~and ~~revenues~~renewal ~~due~~leases tototaling ~~reduced~~648,460 ~~increases~~square infeet ~~forecasted~~within ~~rental~~our ~~rates~~portfolio onin ~~new~~2022, orcompared ~~renewal~~to ~~leases~~492,367 ~~applied~~square ~~credit~~feet ~~losses~~in 2021, ~~lower~~an ~~leasing~~increase ~~velocity~~of ~~and~~32% ~~increased~~year ~~lease~~over ~~concessions or incentives~~year. ~~While~~Contractual ~~the~~expirations ~~carrying~~and ~~values~~early terminations of ~~the~~leases ~~properties~~totaled ~~are~~646,293 ~~recorded~~square atfeet ~~cost~~in ~~less~~2022, ~~accumulated~~compared ~~depreciation~~to 632,280 wesquare ~~estimate~~feet ~~the~~in ~~undiscounted~~2021, ~~cashflows~~an ~~and~~increase ~~fair~~of ~~values~~2% ofyear ~~the~~over ~~properties~~year. As asa ~~part~~result of ~~our~~the ~~impairment~~positive ~~review~~net ofabsorption, ~~investments~~leased inspace ~~real~~increased ~~estate.~~slightly ~~See~~from ~~Item 8~~77.2% ~~“Financial~~in ~~Statements~~2021 ~~and Supplementary Data—Notes~~ to ~~Consolidated~~77.3% ~~Financial~~in ~~Statements—Note 2—Basis~~2022. See of“Liquidity ~~Presentation~~ and ~~Summary~~Capital ofResource ~~Significant Accounting Policies~~—~~Significant~~ ~~Accounting~~Leasing ~~Policies—Impairment Review~~Activity” for ~~further discussion~~details.

~~The~~Capital ~~following table sets forth information regarding the collection percentage as of December 31, 2021 and 2020 related to the amounts due from our tenants since the onset of the pandemic:~~Improvements

	As of December 31, 2021
Property Type		Second Quarter of 2020 Billings Collected(1)		Third Quarter of 2020 Billings Collected(1)		Fourth Quarter of 2020 Billings Collected(1)		First Quarter of 2021Billings Collected(1)		Second Quarter of 2021Billings Collected(1)		Third Quarter of 2021 Billings Collected(1)		Fourth Quarter of 2021 Billings Collected(1)
Office		100	%	100	%	100	%	100	%	100	%	100	%	99	%
Retail		100	%	98	%	98	%	96	%	96	%	90	%	91	%
Total		100	%	100	%	100	%	100	%	100	%	99	%	99	%

The atrium development project at Wells Fargo Center was completed in 2020 and the construction of the various food vendor spaces is in progress and expected to be completed in 2023.

	As of December 31, 2020
Property Type		March 2020 Billings Collected (1)		Second Quarter of 2020 Billings Collected(1)		Third Quarter of 2020 Billings Collected(1)		Fourth Quarter of 2020 Billings Collected(1)
Office		100	%	98	%	98	%	98	%
Retail		97	%	39	%	62	%	65	%
Total		100	%	96	%	97	%	97	%

Expenditures for real estate improvements increased from $13.2 million in the 2021 to $50.4 million for the same period in 2022, an increase of $37.2 million or 282% year over year, mainly for tenant improvements and landlord works in Wells Fargo Center, 777 Tower and EY Plaza, mainly due to substantial completion of tenant improvement projects for several existing and new tenants during 2022.

~~(1) Adjusted~~Beaudry ~~for rent concessions granted to tenants.~~Development

The 755 South Figueroa multifamily site is held by an unconsolidated real estate joint venture in which the Company had an ownership interest of 22.1% as of December 31, 2022. In April 2022, vertical concrete construction for the development site was completed and a ceremony for the topping out of the project was held with the residential building officially named “Beaudry”. Interior work continued and has been substantially completed in the first quarter of 2023. The property will accommodate 785 residential rental units, approximately 5,300 square feet of retail space and 800 parking spaces. As the development progresses towards substantial completion by the first quarter of 2023, $176.9 million was capitalized as development cost during 2022, compared to $172.3 million in 2021. As such, during 2022, additional capital contributions of $70.0 million, compared to $39.8 million during 2021, were made by DTLA FP IV Holdings to fund development costs.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~See~~Liquidity ~~Item 8. “Financial Statements~~ and ~~Supplementary~~Capital Data—Notes to Consolidated Financial Statements—Note 2—Basis of Presentation and Summary of Significant Accounting Policies—Rents, Deferred Rents and Other Receivables, Net” for a discussion of how we assess the collectibility of amounts due under leases with our tenants. Resources

~~In addition, see Part I, Item 1A. “Risk Factors” for a discussion about risks that the COVID-19 pandemic directly or indirectly may pose to our business.~~General

~~While~~The wefollowing ~~cannot~~table bepresents ~~certain as to~~ the ~~duration~~major ofsources ~~the impact~~ of ~~COVID-19,~~Brookfield DTLA’s weliquidity ~~expect impacts of COVID-19 to continue affecting our financial results at least through 2022, albeit modestly. The future impact of the pandemic on the demand for office space is unclear,~~ as ~~companies consider the repercussion~~ of ~~the pandemic on their business and their demand for labor while~~December 31, at2022 ~~the same time, evaluate their space requirements in light of their current~~ and ~~projected headcounts and the continued focus on social distancing and employees’ desire for more work-location flexibility.~~ 2021:

Leasing Activity and Occupancy Level


	As of December 31,
	2022		2021
Cash and cash equivalents	$	23,523	$	38,901
Restricted cash (1)	35,206		49,322
Unused capital contribution commitments available on Series B preferred interest (2)	88,614		21,178
Availability under secured debt to fund approved leasing costs	24,553		72,804
Total Liquidity	$	171,896	$	182,205

Following the Reopening, leasing activity improved with new and renewal leases totaling 492,367 square feet within our portfolio in 2021, compared to 414,577 square feet in 2020, an increase of 19% year over year. Contractual expirations and early terminations of leases totaled 632,280 square feet in 2021, compared to 707,209 square feet in 2020, a decrease of 11% year over year. Despite the slight improvement in leasing activity, occupancy decreased from 79.1% in 2020 to 77.2% in 2021 due to the negative net absorption. See “Leasing Activity” for details.__________

~~Financing~~(1)See “Unrestricted and Restricted Cash” for detailed discussion of the nature and purposes of restricted cash.

In(2)During ~~February~~the ~~2021,~~three ~~Brookfield~~months ~~DTLA~~ended ~~closed~~March a31, 2023, $~~465~~8.0 1 million ~~interest-only~~was ~~debt~~contributed ~~secured~~from byDTLA ~~Gas~~Holdings ~~Company Tower. This debt, which is scheduled~~ to ~~mature~~Brookfield DTLA inunder ~~February 2026, bears interest at LIBOR plus 2.95%. All~~ the ~~proceeds~~Series ~~from~~B ~~this~~preferred ~~debt~~interest, ~~were~~which ~~used~~resulted toin ~~pay off the original~~ $~~450~~80.0 6 million ~~debt~~unused ~~that~~capital ~~previously~~contribution ~~encumbered~~commitments ~~the~~available ~~property~~as ~~and~~of toMarch ~~satisfy~~31, ~~the new loans’ required reserves~~2023. ~~See "Indebtedness" for details.~~

~~Capital~~Brookfield DTLA’s ~~Improvements~~business requires continued access to adequate cash to fund its liquidity needs. The amount of cash Brookfield DTLA currently generates from its operations is not sufficient to cover its investing and financing activities, including upcoming debt obligations, leasing costs and capital expenditures, without issuing additional debt or equity, resulting in “negative cash burn,” and there can be no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease. If Brookfield DTLA’s operating cash flows and capital are not sufficient to cover its operating costs or to repay its indebtedness as it comes due, we may issue additional debt and/or equity, including to affiliates of Brookfield DTLA, which issuances could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. Given the uncertainty in the economy, current office leasing volume and volatile financial markets created by the continued rise in interest rates and the Company’s upcoming debt maturities, management believes that access to liquidity will be challenging and is planning accordingly. We are also working to proactively address challenges to our long-term liquidity position. However, if uncertainty in the economy and financial and leasing markets do not improve, or the Company is not able to find additional sources of liquidity, the property-owning subsidiary debt obligors may not be able to successfully refinance the debt obligations when they fall due, which could result in foreclosure on the encumbered properties.

The ~~atrium~~following ~~development~~are ~~project~~our atexpected ~~Wells~~actual ~~Fargo Center was completed in 2020~~ and ~~the~~potential ~~construction~~sources of ~~the various food vendor spaces is in progress with openings starting in the second quarter of 2021 and expected to be completed in the second quarter of 2022.~~liquidity:

•Unrestricted ~~In 2020~~ and ~~2021,~~restricted incash; ~~response~~see to“Unrestricted ~~the measures taken to combat the spread of the COVID-19 pandemic, Brookfield DTLA strategically deferred~~ and ~~cancelled~~Restricted various capital expenditure projects of lower priority. Further, expenditures for tenant improvements has continued to decline as a result of decreased leasing activity in 2020 and 2021. Accordingly, expenditures for real estate improvements decreased by $65.3 million or 83% from $78.5 million in 2020 to $13.2 million in 2021. We anticipate that capital improvement activities will resume gradually starting 2022, as the economy continues to recover. Cash”;

•Cash generated from operating activities, see “Discussion of Consolidated Cash Flows — Operating Activities” ;

•Proceeds from additional secured debt financings, see “Indebtedness”; and

•Contributions from noncontrolling interests, see “Discussion of Consolidated Cash Flows — Financing Activities”

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~755~~These ~~South~~sources ~~Figueroa~~are ~~Development~~essential to our liquidity and financial position, and we cannot assure you that we will be able to successfully access them (particularly in light of the current conditions discussed elsewhere). If we are unable to generate adequate cash from these sources, we will have liquidity-related shortfalls and will be exposed to significant risks.

The ~~755~~following ~~South~~are ~~Figueroa~~our ~~multifamily~~uses ~~site is held by an unconsolidated real estate joint venture in which the Company had an ownership interest~~ of 33.6%. As of December 31, 2021, construction is actively underway with core concrete construction complete through eight levels of parking and thirty eight floors of the superblock. Substantial completion is expected in the fourth quarter of 2022 and will accommodate 785 rental units, approximately 5,300 square feet of retail space and 800 parking spaces. As the development progresses towards the targeted completion in 2022, $172.3 million was capitalized as development cost during 2021, compared to $76.4 million during 2020. As such, during 2021, additional capital contributions of $39.8 million, compared to $13.6 million in 2020, were made by DTLA FP IV Holdings to fund development costs. liquidity:

~~Liquidity~~•Cash ~~and~~used ~~Capital~~in ~~Resources~~operating activities, see “Discussion of Consolidated Cash Flows — Operating Activities”;

~~General~~•Capital expenditures and leasing costs, see “Capital Expenditures and Leasing Costs”;

~~The~~•Payments ~~following~~in ~~table~~connection ~~presents~~with ~~the~~secured ~~major~~debt, ~~sources~~such ofas ~~Brookfield DTLA’s~~debt ~~liquidity~~service, asprincipal payment obligations and acquisition of ~~December 31~~interest rate protection agreements, ~~2021~~see ~~and~~“Indebtedness”; ~~2020:~~and

	As of December 31,
	2021		2020
Cash and cash equivalents	$	38,901	$	37,394
Unused capital contribution commitments available on Series B preferred interest	21,178		46,678
Availability under secured debt to fund approved leasing costs	72,804		72,804
Total Liquidity	$	132,883	$	156,876

•Distributions to mezzanine equity holders, see “Distributions to Mezzanine Equity Holders”.

~~Brookfield DTLA’s~~Liquidity ~~business requires continued access to adequate cash to fund its liquidity needs. The amount of cash Brookfield DTLA currently generates from its operations is not sufficient to cover its investing~~ and ~~financing~~Going activities without issuing additional debt or equity, resulting in “negative cash burn,” and there can be no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease, or that it will not increase, in the future. If Brookfield DTLA’s operating cash flows and capital are not sufficient to cover its operating costs or to repay its indebtedness as it comes due, we may issue additional debt and/or equity, including to affiliates of Brookfield DTLA, which issuances could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. In many cases, such securities may be issued if authorized by the board of directors of Brookfield DTLA without the approval of holders of the Series A preferred stock. Concern

The consolidated financial statements have been prepared in accordance with GAAP on the basis that the Company will continue as a going concern. The going concern basis assumes that the Company will be able to meet its obligations and continue its operations one year from the date of the issuance of the Annual Report which is dependent upon the Company’s ability to effectively implement plans related to the secured debt currently in default and the secured debt that matures within one year after the date of the issuance of the Annual Report, as discussed below (together, the “Maturing Loans”).

As of the issuance date of this Annual Report, the Company had $2.3 billion of total consolidated debt, including $1,128.9 million and $400.0 million maturing in 2023 and 2024, respectively. Our substantial indebtedness requires us to use a material portion of our cash flow to service interest on our debt. Additionally, our consolidated debt also includes $288.9 million of mortgage and mezzanine debt secured by 777 Tower and $465.0 million of mortgage and mezzanine debt secured by Gas Company Tower that is in default. The Company has experienced a decline in occupancy since the onset of the COVID-19 pandemic as tenant leases expire which has resulted in a decrease in cash flow from operations and has negatively impacted the market values of the properties. Additionally, in order to attract or retain tenants needed to increase occupancy and sustain operations, the Company will need to spend a substantial amount on capital leasing costs (such as tenant improvements), however, the Company has limited amounts of liquidity to make these capital commitments. Furthermore, since the second quarter of 2022, uncertainty in the overall economy has increased due to the Federal Reserve materially raising interest rates to fight inflation. The increase and volatility in interest rates, not only increase the cost of our floating rate debt and the rates or spread on any refinancing we may seek, but it also materially increased the cost of interest rate protection agreements and interest rate risk hedging. We are required to obtain interest rate protection agreements with respect to the Company’s existing floating rate secured loans (and which we expect will be required to obtain for refinancing our maturing debt).

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Brookfield~~The ~~DTLA~~Company may be unable to extend or refinance the upcoming loan maturities at current terms and may be required to paydown a portion of the maturing debt in order to extend or refinance the loans. With the Company’s ~~primary~~limited ~~liquidity~~amount ~~sources~~of unrestricted cash on hand, the Company’s ability to make any loan paydowns is limited without the sale of real estate assets, and ~~uses~~we ~~during~~do not have any contracts to sell our properties as of the ~~years~~issuance ~~ended~~date ~~December 31~~of this Annual Report. Nevertheless, ~~2021~~if one or more of the properties securing our Maturing Loans were to be foreclosed upon by the lenders, ~~2020~~as ~~and~~these ~~2019~~secured debt obligations are not cross-collateralized with other properties in the portfolio, we believe we will have sufficient cash from our remaining properties and our Series B financings to meet our obligations to continue our operations within one year after the date of the issuance of the Annual Report. While these conditions and events raise substantial doubt about the Company’s ability to continue as ~~follows:~~a going concern, for the reasons stated in this paragraph and the further discussion below, management has determined that it is probable that the conditions and events raising substantial doubt about the entity’s ability to continue as a going concern have been alleviated, and that the Company will continue as a going concern during one year from the date of the issuance of the Annual Report.

~~Sources:~~The Company’s ability to continue as a going concern is dependent upon the Company’s ability to effectively implement plans related to the Maturing Loans.

~~•Cash~~Debt ~~provided~~Maturing bywithin ~~operating~~One ~~activities,~~Year ~~see~~From ~~“Discussion~~the Date of ~~Consolidated~~the ~~Cash~~Issuance ~~Flows~~of —the ~~Operating~~Annual ~~Activities” ;~~ Report:

~~•Proceeds~~FIGat7th — In March 2023, the lender granted a short-term extension of the maturity date from ~~additional~~March ~~secured~~1, ~~debt~~2023 ~~financings~~to April 3, ~~see~~2023. ~~“Indebtedness”;~~Brookfield ~~and~~DTLA is currently engaged in discussions with the lender to extend the debt secured by FIGat7th for three years. As of the issuance date of this Annual Report, we currently do not have a commitment from the lenders to extend the maturity dates of this loan for three years. If we are unable to extend the FIGat7th loan, then the lender would have the right to exercise its

•Contributions from noncontrolling interests, see “Discussion of Consolidated Cash Flows — Financing Activities”.

Uses:

•Cash used in operating activities, see “Discussion of Consolidated Cash Flows — Operating Activities”;

•Capital expenditures and leasing costs, see “Capital Expenditures and Leasing Costs”;

•Payments in connection with secured debt, see “Indebtedness”; and

•Distributions to noncontrolling interests, see “Discussion of Consolidated Cash Flows — Financing Activities”.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Capital~~remedies ~~Expenditures~~under the FIGat7th loan, including, but not limited to, declaring the debt to be immediately payable and ~~Leasing~~foreclosing ~~Costs~~on FIGat7th.

~~Capital~~Wells ~~expenditures~~Fargo ~~fluctuate~~Center in— ~~any~~South ~~given~~Tower ~~period~~— As of December 31, ~~subject~~2022, and the issuance date of this Annual Report, wholly-owned subsidiaries of the Company had and continue to have a secured mortgage loan of $265.4 million on Wells Fargo Center—South Tower (the ~~nature~~“Wells Fargo Center South Loan”) that matures on November 4, ~~extent~~2023. We currently plan to operate the property and ~~timing~~pay debt service on the loan through maturity. We will attempt to extend the Wells Fargo Center South Loan with the current lenders or refinance the loan with different lenders. As of ~~improvements~~the ~~required~~issuance date of this Annual Report, we currently do not have a commitment from the lenders to ~~maintain~~extend ~~Brookfield DTLA’s~~the ~~properties~~maturity dates of this loan. ~~Leasing~~ ~~costs~~Additionally, ~~also~~we ~~fluctuate~~do innot know what paydown may be required upon any ~~given~~refinancing ~~period~~of this loan, ~~depending~~and ~~upon~~therefore are not certain if we will have sufficient unrestricted cash on hand to make any such ~~factors~~paydown. asWe do not currently have any commitment for additional capital to the ~~type~~extent any paydown requires cash in excess of ~~property~~the unrestricted cash on hand that we would be able or willing to allocate to such paydown. If we are unable to negotiate a loan modification with the current lenders or refinance the Well Fargo Center South Loan, then the ~~length~~lenders ~~and~~would ~~type~~have ofthe ~~lease~~right to exercise the remedies under the WFC South Loan, including, but not limited to, declaring the ~~involvement~~debt ofto ~~external~~be ~~leasing~~immediately ~~agents~~payable and ~~overall~~foreclosing ~~market~~on ~~conditions~~Wells Fargo Center – South Tower.

Wells Fargo Center — North Tower Loans — As of December 31, ~~2021~~2022, and the issuance date of this Annual Report, wholly-owned subsidiaries of the Company (the “WFC North Borrowers”) had and continue to have secured loans of $35500.5 0 million inon ~~tenant-related~~Wells ~~commitments~~Fargo Center — North Tower, ~~including~~comprised ~~tenant~~of ~~improvements~~a $400.0 million mortgage loan, ~~tenant~~a ~~inducements~~$65.0 ~~and~~million ~~leasing~~mezzanine ~~commissions~~loan, ~~which~~and ~~are~~a ~~based~~$35.0 onmillion ~~executed~~junior ~~leases~~mezzanine loan (collectively, the “WFC North Loans”). The Asmaturity date of ~~December 31,~~the ~~2021~~WFC North Loans is October 9, ~~$30~~2023.~~0 million~~ In March 2023, the lender of ~~our~~the ~~tenant-related~~junior ~~commitments~~mezzanine ~~were~~loan ~~expected~~agreed, subject to becertain ~~paid~~conditions, ~~during~~to ~~2022,~~forbear ~~relating~~from ~~mainly~~exercising toany ~~tenant~~remedy ~~improvement~~as ~~works~~a ~~performed~~result of non-payment of the monthly debt service payment for aMarch ~~major~~due ~~tenant~~on inthe junior mezzanine loan. The amount of cash the property currently generates from its operations is not sufficient to cover the upcoming debt obligations, leasing costs and capital expenditures with respect to Wells Fargo Center – North Tower. ofThe ~~$20~~WFC North Borrowers will not have sufficient available cash to make the interest payments on the WFC North Loans.~~4 million~~ The WFC North Borrowers will attempt to negotiate favorable amendments to the WFC North Loans and/or interest payment forbearances from the current lenders. If WFC North Borrowers are unsuccessful, the forbearance agreement with any lender lapses, and the interest payments are not made on the due date or if the mechanics liens currently existing on the asset are not timely discharged, then the lenders would have the right to exercise the remedies under the WFC North Loans, including, but not limited to, declaring the debt to be immediately payable and foreclosing on Wells Fargo Center – North Tower.

Brookfield DTLA expects that capital improvements and leasing activities at its properties will require material amounts of cash for at least several years. According to our 2022 business plan, Brookfield DTLA projects spending approximately $435.5 million over the next five years consisting of $322.5 million for tenant improvements and landlord works, $98.7 million for leasing costs and $14.3 million for capital expenditures. The expected capital improvements include, but are not limited to, renovations and physical capital upgrades to Brookfield DTLA’s properties, elevator modernization, replacement of transformers and boilers, and upgrades to emergency generators. These projections are estimates and may be subject to changes per future revisions of speculative leasing plans.

See “Indebtedness” below for more information regarding future advance amounts available as of December 31, 2021 under the loans secured by the Wells Fargo Center–South Tower and 777 Tower office properties that can be drawn to fund approved leasing costs, including tenant improvements and inducements and leasing commissions, and, in the case of Wells Fargo Center–South Tower, common area improvements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Indebtedness~~EY Plaza — As of December 31, 2022, and the issuance date of this Annual Report, wholly-owned subsidiaries of the Company (the “EY Borrowers”) have secured loans of $305.0 million on EY Plaza, comprised of a $275.0 million mortgage loan and a $30.0 million mezzanine loan (collectively, the “EY Plaza Loans”). The maturity date of the EY Plaza Loans is October 9, 2023, with two one-year extension options. The EY Borrowers have received notices from certain tenants of EY Plaza stating that they are not in compliance with the terms of their respective lease agreements. The amount of cash the EY Borrowers currently generate from operations is not sufficient to cover its upcoming debt obligations, leasing costs and capital expenditures with respect to EY Plaza. It is unlikely that they will be able to obtain additional sources of liquidity or negotiate favorable amendments to the EY Plaza Loans or interest payment forbearances from the lenders in time. In this case, the EY Borrowers will not have sufficient operating cash flow to cure the non-compliance with the leases or discharge mechanics liens currently existing on the asset or make the April 2023 interest payments on the EY Plaza Loans. If the lenders send the EY Borrowers a notice of default to cure the non-compliance with the leases and the EY Borrowers are unsuccessful in curing the defaults during the available cure period or discharging the mechanics liens within the time required under the EY Plaza Loans, or the interest payment is not made on the due date of April 7, 2023, then the lenders would have the right to exercise the remedies under the EY Plaza Loans, including, but not limited to, declaring the debt to be immediately payable and foreclosing on EY Plaza.

~~During~~Debt ~~the~~in ~~year ended December 31, 2021, our issuances and repayments of debt included the following~~Default:

	Interest Rate Type	Effective Date	Maturity Date/Term to Maturity	Interest Rate as of Effective Date		Principal Amount
Issuances
Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	2.01	%	$	350,000
Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	5.12	%	65,000
Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	7.87	%	50,000
Weighted average/total			4 years	3.07	%	$	465,000
Repayments of debt
Gas Company Tower	Fixed	2/5/2021	8/6/2021	3.47	%	$	319,000
Gas Company Tower	Fixed	2/5/2021	8/6/2021	6.50	%	131,000
Weighted average/total			N/A	4.35	%	$	450,000

777 Tower Loans — As previously disclosed in our public filings, wholly-owned subsidiaries of the Company (the “777 Borrowers”) have secured loans of $318.6 million on 777 Tower, comprised of a $268.6 million mortgage loan and a $50.0 million mezzanine loan (collectively, the “777 Tower Loans”). There was $288.9 million outstanding under the 777 Tower Loans as of December 31, 2022 and the issuance date of this Annual Report. In November 2022, the 777 Borrowers did not obtain an Interest Rate Protection Agreement (as defined in the underlying loan agreements) which constitutes an Event of Default (as defined in the underlying loan agreements). Wells Fargo Bank, National Association, as Administrative Agent for the lenders under the mortgage loan, and Mesa West Core Lending Fund, LLC, have notified the 777 Borrowers that defaults and potential defaults have occurred under the loan and that the lenders have the right to exercise their remedies under the 777 Tower Loans, including, without limitation, declaring the debt to be immediately due and payable and foreclosing on 777 Tower. As a result of the default under the mortgage loan, an Event of Default (as defined in the underlying loan agreements) has occurred and is continuing under the mezzanine loan. As of the issuance date of this Annual Report, the lenders have not exercised any of their remedies under the 777 Tower Loans. In addition, as of the issuance date of this Annual Report, the 777 Borrowers have not paid the March 2023 interest expense accrued on the mezzanine loan and currently do not intend to pay this or the future interest expense accrued on the 777 Tower Loans. Certain mechanics’ liens have also been filed against the asset, and if the 777 Borrowers do not discharge such liens within the time required under the 777 Tower Loans, an additional Event of Default on these loans will occur.

(1) Maturity dates include the effect of extension options that the Company controls.

N/A Not applicable since the loans were fully repaid as of December 31, 2021.

On February 5, 2021, Brookfield DTLA refinanced its Gas Company Tower secured loans. The original $450.0 million secured loans were replaced with secured loans of $465.0 million, comprised of a $350.0 million mortgage loan, a $65.0 million mezzanine loan and a $50.0 million mezzanine loan, each of which bears interest at variable rates equal to LIBOR plus 1.89%, 5.00% and 7.75%, respectively. The initial maturity date of these interest-only loans is February 9, 2023. The mortgage loan can be prepaid, in whole or in part, with prepayment fees (as defined in the underlying loan agreement) until February 2022 after which the loan may be repaid without prepayment fees. A voluntary prepayment of the mortgage or mezzanine loans requires a simultaneous pro-rata prepayment of all loans encumbering this property. Brookfield DTLA has three options to extend the loans maturity dates for a period of one year each, as long as the maturity date of the mezzanine loans is extended simultaneously with the mortgage loan, and no Event of Default (as defined in the underlying loan agreements) has occurred. All proceeds from the new secured loans were used to pay off the original $450.0 million encumbrance and to satisfy the new loans’ required reserves. The Company recognized a loss on early extinguishment of debt of $4.6 million, which represented a prepayment premium and debt yield maintenance fee, in interest expense in the consolidated statements of operations.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Gas Company Tower Loans — As ofpreviously ~~December 31,~~disclosed ~~2021~~in our public filings, ~~Brookfield DTLA’s~~wholly-owned ~~debt~~subsidiaries ~~was~~of the Company (the “Gas Company Borrowers”) have secured loans of $465.0 million on Gas Company Tower, comprised of a $350.0 million mortgage loan, a $65.0 million mezzanine loan and a $50.0 million junior mezzanine ~~loans~~loan ~~secured~~(collectively, bythe ~~seven properties~~“Gas Company Tower Loans”). A ~~summary~~There ofwas ~~our~~$465.0 ~~debt~~million outstanding under the Gas Company Tower Loans as of December 31, ~~2021~~2022 and the issuance date of this Annual Report. The initial maturity date of the Gas Company Tower Loans was February 9, 2023, with three one-year extension options. Gas Company Borrowers did not exercise the option to extend the maturity of the loans and therefore, subsequent to the current year-end period, on February 9, 2023, the Gas Company Tower Loans matured, and an Event of Default (as defined in the underlying loan agreements) has occurred and is continuing. The lenders may exercise their remedies under the loans, including foreclosing on Gas Company Tower. As of the issuance date of this Annual Report, the lenders have not exercised any of their remedies under the Gas Company Tower Loans, and have transferred these loans to a special servicer. In addition, as ~~follows:~~of the issuance date of this Annual Report, the Gas Company Borrowers have not paid the March 2023 interest expense accrued on the mezzanine loan and currently do not intend to pay this or the future interest expense accrued on the Gas Company Tower Loans.

	PrincipalAmount		Percent ofTotal Debt		EffectiveInterestRate		Weighted Average Term toMaturity (3)
Fixed-rate	$	458,500	20	%	4.03	%	3 years
Variable-rate (1) (2)	1,805,796		80	%	2.62	%	3 years
Total secured debt	$	2,264,296	100	%	2.91	%	3 years

There are several potential outcomes with respect to 777 Tower Loans and Gas Company Tower Loans, including negotiating a modification to the loans, refinancing the loans, or consensual short sales. However, there is no assurance that we will be successful in achieving any of these potential outcomes. If unsuccessful, the lenders would retain their right to exercise the remedies under the loans including, but not limited to, declaring the debt to be immediately payable and foreclosing on the assets.

Unrestricted and Restricted Cash

A summary of our cash position is as follows:


	As of December 31,
	2022		2021
Restricted cash:
Leasing costs, tenant improvements and capital expenditure reserves	$	7,120	$	23,511
Tax and insurance reserves	8,445		7,881
Cash trigger reserves	11,904		7,813
Other collateral reserves	7,737		10,117
Total restricted cash	$	35,206	$	49,322
Unrestricted cash and cash equivalents	$	23,523	$	38,901
Total restricted cash and unrestricted cash and cash equivalents	$	58,729	$	88,223

The leasing costs, tenant improvements and capital expenditure, tax, insurance and other working capital reserves are held in restricted accounts by our lenders in accordance with the terms of our secured debt agreements. The other working capital reserves mainly include reserves for free rent and discounted parking. The cash trigger reserves represent cash accounts controlled by loan administrative agents or lenders pursuant to cash sweep events associated with the loans secured by the Wells Fargo Center–North Tower and South Tower. See “Indebtedness” below for more information regarding the cash sweep events.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Capital Expenditures and Leasing Costs

Capital expenditures fluctuate in any given period, subject to the nature, extent and timing of improvements required to maintain Brookfield DTLA’s properties. Leasing costs also fluctuate in any given period, depending upon such factors as the type of property, the length and type of lease, the involvement of external leasing agents and overall market conditions.

As of December 31, 2022, the Company had $25.4 million in tenant-related commitments, including tenant improvements, tenant inducements and leasing commissions, which are based on executed leases. As of December 31, 2022, $16.4 million of our tenant-related commitments were expected to be paid during 2023 and $6.7 million in 2024.

Brookfield DTLA expects that capital improvements and leasing activities at its properties will require material amounts of cash for at least several years. The expected capital improvements include, but are not limited to, renovations and physical capital upgrades to Brookfield DTLA’s properties, elevator modernization, replacement of transformers and boilers, and upgrades to emergency generators.

See “Indebtedness” below for more information regarding future advance amounts available as of December 31, 2022 under the loans secured by the Wells Fargo Center–South Tower office property that can be drawn to fund approved leasing costs, including tenant improvements and inducements and leasing commissions, and, in the case of Wells Fargo Center–South Tower, common area improvements.

Distributions to Mezzanine Equity Holders

Other than as required under the “Distribution Waterfall” as described in Item 8. Financial Statements — Note 8 — “Mezzanine Equity”, there is no commitment or obligation on the part of Brookfield DTLA or DTLA Holdings to redeem or make distributions to the Series A preferred stock, Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest (collectively, the “Preferred Interests”). If we are unable to obtain sufficient sources of liquidity, including through asset sales above their secured debt balances, or through contributions from stockholders or from affiliates that hold interests in our subsidiaries, and the Company makes or is required to make distributions under the “Distribution Waterfall”, it is unlikely that we would be able to make distributions to the Preferred Interests in amounts equal to their redemption values, especially as the Series A preferred stock ranks junior to Series B preferred interest. Moreover, given our current valuations, as well as our obligations and liabilities, there can be no assurance that there would be any cash available for distributions to holders of the Series A preferred stock after the Company satisfies its debt obligations and makes the distributions to the Series B preferred interest holders to which they are entitled.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Indebtedness

As of December 31, 2022 and the issuance date of this Annual Report, Brookfield DTLA’s secured debt was comprised of mortgage and mezzanine loans secured by seven properties. A summary of our secured debt as of the issuance date of this Annual Report is as follows, with both the 777 Tower Loans and Gas Company Tower Loans included in debt in default:


	Principal Amount		Percent of Total Debt		Effective Interest Rate		Weighted Average Term to Maturity

Fixed-rate (3)	$	458,500	20	%	4.03	%	1.5 years
Variable-rate (1)	1,070,447		47	%	5.98	%	0.8 years
Total secured debt, excluding debt in default	1,528,947		67	%	5.40	%	1.0 year
Debt in default (2)	753,939		33	%	6.69	%
Total secured debt	$	2,282,886	100	%	5.82	%

__________

(1)As of December 31, ~~2021~~2022 and through the date of this Report, a future advance amount of $2924.26 million is available under the Wells Fargo Center–South Tower mortgage loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.

(2)AsIncludes $288.9 million outstanding under the 777 Tower Loans and $465.0 million outstanding under the Gas Company Tower Loans as of December 31, ~~2021~~2022. The ~~and~~Company ~~through~~did not exercise the ~~date~~option to extend the maturity of ~~this~~the ~~Report~~loans secured by Gas Company Tower and therefore on February 9, a2023, ~~future~~the ~~advance~~Gas ~~amount~~Company Tower Loans matured and, since this loan has not been repaid, an event of ~~$43.6 million~~default has occurred and is ~~available~~continuing. ~~under~~Accordingly, the ~~777~~ Gas Company Tower ~~mortgage~~Loans ~~and~~are ~~mezzanine~~included ~~loans~~as ~~that~~“Debt ~~can~~in bedefault” ~~drawn~~in tothis ~~fund~~table ~~approved~~presented ~~leasing~~as ~~costs~~of (the issuance date of this Annual Report, but because these loans were not in default as of December ~~defined~~31, 2022, they are excluded as “Debt in default” in the ~~underlying~~tables ~~loan~~presented ~~agreements)~~as of December 31, ~~including~~2022 ~~tenant~~in ~~improvements~~Part II, Item 8. “Financial Statements and ~~inducements~~Supplementary Data—Notes to Consolidated Financial Statements—Note 5—Secured Debt, Net.” See “Liquidity and ~~leasing~~Capital ~~commissions.~~Resources — Liquidity and Going Concern ” for additional discussion of debt in potential default.

The following table provides information with respect to Brookfield DTLA’s commitments as of December 31, ~~2021~~2022, including any guaranteed or minimum commitments under contractual obligations related to ~~principal~~secured debt, and ~~interest~~excluding ~~payments~~777 onTower ~~secured~~Loans ~~debt:~~and Gas Company Tower Loans that are in default as of the issuance date of this Annual Report.

	2022		2023		2024		2025		2026		Thereafter		Total
	2023		2024		2025		2026		2027		Thereafter		Total
Principal payments on secured debt (1)(2)	$	—	$	819,296	$	675,000	$	305,000	$	465,000	$	—	$	2,264,296
Principal payments on secured debt (1)	$	1,128,947	$	400,000	$	—	$	—	$	—	$	—	$	1,528,947
Interest payments –
Fixed-rate debt (3)	18,726		16,803		11,025		—		—		—		46,554
Fixed-rate debt (2)	17,011		11,025		—		—		—		—		28,036
Variable-rate debt (4)	47,986		44,551		30,241		22,471		1,583		—		146,832
Variable-rate debt (3)	51,028		—		—		—		—		—		51,028
	$	661,~~712~~196,986	$	~~880~~411,~~650~~025	$	~~716,266~~—	$	~~327,471~~—	$	~~466,583~~—	$	—	$	21,~~457~~608,~~682~~011

__________

(1)~~BAM~~Brookfield Corporation owns a significant interest in a company whose subsidiary is the lender of the $35.0 million mezzanine loan secured by Wells Fargo Center–North Tower, which matures in October 2023. See Item 8. “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 1413—Related Party Transactions.”

(2)~~Based~~Interest payments on ~~the~~fixed-rate ~~maturity~~debt ~~dates~~are ~~after~~calculated ~~the~~based ~~impact~~on ofthe ~~extension~~maturity ~~options~~dates ~~that~~and ~~the~~contractual ~~Company~~interest ~~controls, if applicable~~rates.

~~(3)Interest payments on fixed-rate debt are calculated based on the maturity dates (after the impact of extension options that the Company controls, if applicable) and contractual interest rates.~~39

(4)Interest payments on variable-rate debt are calculated based on the maturity dates (after the impact of extension options that the Company controls, if applicable) and the one-month LIBOR rate in place on the debt as of December 31, 2021 plus the contractual spread per the loan agreements. Interest payments due to the related party lender of the loan described in (1) above total $1.8 million for 2022 and $1.4 million for 2023.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~The~~(3)Interest ~~Company~~payments ~~may~~on ~~use~~variable-rate ~~operating~~debt ~~cash~~are ~~flows~~calculated ~~and~~based ~~contributions~~on ~~from~~the ~~noncontrolling~~maturity ~~interests~~dates to(after ~~satisfy~~the impact of extension options that the ~~secured~~Company ~~debt~~controls, if applicable) and the one-~~related~~month ~~commitment~~LIBOR/SOFR ~~disclosed~~rate in place on the ~~table~~debt ~~above~~as ~~before~~of orDecember 31, as2022 ~~they~~plus ~~come~~the contractual spread per the loan agreements. Interest payments due to the related party lender of the loan described in (1) above total $2.3 million for 2023.

~~Non-Recourse~~Management ~~Carve~~currently ~~Out~~intends ~~Guarantees~~to have discussions with lenders to extend or refinance the existing loans not currently in default on or before their maturity. Given the current values of the Company’s assets and the condition in the financing markets, it is likely that some of these refinancings will not be successfully accomplished, particularly as the resulting leverage ratio necessary to refinance some of the Company’s properties may be significantly above leverage ratios acceptable in the market. Where we cannot successfully complete a refinancing, we may convey certain properties to the lenders to satisfy the related debt obligations or the lender may exercise its remedies, including foreclosure of the related property. See “Liquidity and Capital Resources — Liquidity and Going Concern” for management plans regarding the existing loans maturing within the next twelve months from the issuance date of this Annual Report.

All of our secured debt is subject to “non-recourse carve out” guarantees that expire upon elimination of the underlying loan obligations. In connection with all of these loans, Brookfield DTLA entered into “non-recourse carve out” guarantees, which provide for these otherwise non-recourse loans to become partially or fully recourse against DTLA Holdings, if certain triggering events (as defined in the loan agreements) occur.

Debt Compliance

AsMortgage ~~of December 31, 2021~~ and ~~2020,~~Mezzanine ~~Brookfield DTLA~~Debt ~~was~~ in ~~compliance with all material financial covenants contained in the loan agreements.~~Default

~~Certain~~ ~~loan~~See ~~agreements~~“Liquidity ~~held~~and byCapital ~~Brookfield DTLA~~Resources ~~contain~~— ~~debt~~Liquidity ~~yield~~ and ~~debt~~Going ~~service~~Concern” ~~coverage~~for ~~ratios. As of December 31, 2021, Brookfield DTLA was meeting or exceeding these financial ratios, with~~ the ~~exception~~detailed discussion of ~~the~~777 ~~loans secured by Wells Fargo Center—South~~ Tower Loans and ~~Wells~~Gas ~~Fargo~~Company ~~Center —North~~ Tower Loans that ~~did~~are ~~not~~in ~~meet~~default ~~their~~as ~~respective~~of ~~minimum~~the ~~debt~~date ~~yield~~of ~~ratio~~this Report.

Certain loan agreements held by Brookfield DTLA contain debt yield and debt service coverage ratios. As of December 31, 2022, excluding the secured debt that is in default as of the issuance date of this Annual Report (the 777 Tower Loans and Gas Company Tower Loans), Brookfield DTLA was meeting or exceeding these financial ratios, with the exception of the loans secured by Wells Fargo Center–—South Tower and Wells Fargo Center—North Tower that did not meet their respective minimum debt yield ratio. Given the decline in the Company’s (and its subsidiaries) operating cash flows, net operating income and fair value of the properties, accentuated by continued increases in interest rates, DTLA Holdings and the property-owning subsidiary debt obligors may face challenges in meeting the material financial covenants contained in the loan agreements as the guarantor and the borrowers, respectively, which could result in events of default that could potentially allow lenders to exercise their remedies under the loans, including accelerating such debt and foreclosing on the asset.

Pursuant to the terms of the Wells Fargo Center–South Tower mortgage loan agreement, effective September 2020, a cash sweep event commenced as the borrower’s debt yield ratio was under the minimum debt yield ratio. While this does not constitute an Event of Default under the terms of the mortgage loan agreement, any excess operating cash flows are currently swept to a cash account controlled by the loan administrative agent. Funds within this account shall be applied to the borrower's approved operating expenses, capital expenditures and leasing costs; property taxes and insurance; interest and any other amounts due and payable under the loan and interest rate cap contracts; and fees and expenses due to the loan administrative agent.40

Wells Fargo Center–North Tower —

As of December 31, 2021, the borrower’s debt yield ratio was under the minimum debt yield ratio. While this does not constitute an Event of Default under the terms of the mortgage loan agreement, following the occurrence of such debt yield event, any excess operating cash flows are to be swept to a cash account controlled by the loan administrative agent. Funds within this account shall be applied to the borrower's approved operating expenses, tenant improvement costs and leasing commissions (capped at the leasing reserve deposit amount as specified in the loan agreements); property taxes and insurance; interest and any other amounts due and payable under the loan and interest rate cap contracts; reserve accounts; and fees and expenses due to the loan administrative agent. The cash sweep started in January 2022.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Wells Fargo Center–South Tower —

Wells Fargo Center–North Tower —

As of December 31, 2022, the borrower’s debt yield ratio was under the minimum debt yield ratio. While this does not constitute an Event of Default under the terms of the mortgage loan agreement, following the occurrence of such debt yield event, any excess operating cash flows are to be swept to a cash account controlled by the loan administrative agent. Funds within this account shall be applied to the borrower's approved operating expenses; tenant improvement costs and leasing commissions (capped at the leasing reserve deposit amount as specified in the loan agreements); property taxes and insurance; interest and any other amounts due and payable under the loan and interest rate cap contracts; reserve accounts; and fees and expenses due to the loan administrative agent. The cash sweep started in January 2022.

Leasing Activity

~~Occupancy level.~~ The following table summarizes leasing activity at Brookfield DTLA’s properties for the year ended December 31, ~~2021~~2022:

	Leasing Activity	Percentage Leased
Leased square feet as of December 31, 2020	5,995,517	79.1	%
Contractual expirations and early terminations	(632,280)	(8.4)	%
New leases	142,516	1.9	%
Renewals	349,851	4.6	%
Leased square feet as of December 31, 2021	5,855,604	77.2	%
Contractual expirations and early terminations	(646,293)	(8.4)	%
New leases	297,351	3.9	%
Renewals	351,109	4.6	%
Remeasurement adjustments	(77)	—	%
Leased square feet as of December 31, 2022	5,857,694	77.3	%

Lease contractual expirations and early terminations. The following table summarizes the large contractual expiries and early terminations at Brookfield DTLA’s properties during the year ended December 31, 2021:41

Tenant

Property

LeasedSquare Feet

Doubleline Capital LP (1)

Wells Fargo Center–North Tower

87,524

Latham & Watkins LLP

Wells Fargo Center–South Tower, Gas Company Tower

76,607

Convene

Wells Fargo Center–North Tower

51,954

Jackson Lewis LLP (1)

EY Plaza

49,508

CallisonRTKL (2)

BOA Plaza

46,951

Nossaman LLP (3)

777 Tower

43,760

General Service Administration of the United States of America

Gas Company Tower

36,077

Los Angeles Corporate Fitness, Inc. (1)

FIGat7th

34,730

Yukevich Cavanaugh (1)

Wells Fargo Center–South Tower

25,986

Pillsbury Winthrop Shaw Pittman LLP

EY Plaza

13,254

Wells Fargo Bank, N.A.

Wells Fargo Center–North Tower

12,382

Total

478,733

(1) All expired leased square feet were renewed during the year ended December 31, 2021.

(2) Out of the expired 46,951 square feet, 24,801 square feet were renewed during the year ended December 31, 2021.

(3) Out of the expired 43,760 square feet, 35,317 square feet were renewed during the year ended December 31, 2021.

Decline in occupancy during the year ended December 31, 2021 was mainly attributable to contractual expirations and early terminations of lease agreements. Compared to 2020, although leasing volume improved during 2021, many companies continued to consider the repercussion of the pandemic on their business and their demand for labor while, at the same time, evaluate their space requirements in light of their current and projected headcounts and the continued focus on social distancing and employees’ desire for more work-location flexibility. We have ongoing interest and lease negotiations with existing tenants on lease renewals/extensions and expansion of space and continued negotiations with prospective tenants on leasing of space.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Rental~~Lease ~~rates~~contractual expirations and early terminations. The following table ~~presents~~summarizes ~~leasing~~the ~~information~~large ~~for~~contractual ~~executed~~expiries ~~leases~~(greater than 20,000 leased square feet) and early terminations at Brookfield DTLA’s properties asduring ofthe year ended December 31, ~~2021~~2022:

			Square Feet
Tenant	Property	LeasedSquare Feet
Property			NetBuildingRentable	% of NetRentable		%Leased		AnnualizedRent (1)		AnnualizedRent$/RSF (2)
Wells Fargo Bank National Association (1)	Wells Fargo Center–North Tower, BOA Plaza	293,383
BOA Plaza			1,405,428	18.5	%	85.1	%	$	35,036,449	$	29.29
Orrick, Herrington & Sutcliffe	777 Tower	75,627
Wells Fargo Center–North Tower			1,400,639	18.5	%	79.0	%	33,752,544		30.49
The Capital Group Companies	Wells Fargo Center–South Tower	53,316
Gas Company Tower			1,345,163	17.8	%	73.3	%	26,936,638		27.32
City Storage Systems (2)	777 Tower	44,958
EY Plaza			963,682	12.7	%	78.9	%	21,967,390		28.90
HSBC Bank USA National Association	EY Plaza	20,523
FIGat7th			316,250	4.2	%	89.4	%	6,743,412		23.84
Total		487,807
Wells Fargo Center–South Tower			1,124,960	14.8	%	63.1	%	20,189,036		28.45
777 Tower			1,024,835	13.5	%	79.4	%	22,684,796		27.87
			7,580,957	100.0	%	77.2	%	$	167,310,265	$	28.57

(1) Out of the expired 293,383 square feet, 242,003 square feet were renewed during the year ended December 31, 2022.

(2) Out of the expired 44,958 square feet, 39,291 square feet were renewed during the year ended December 31, 2022.

Occupancy remained stable during the year ended December 31, 2022. Office tenants are still active in the leasing markets but are being more selective in making real estate decisions. LACBD remained tenant favorable. Lease concessions, particularly tenant improvement allowances, continue to remain high as landlords continued to market increased vacant space in the slow-recovering LACBD leasing market.

Rental rates. The following table presents leasing information for executed leases at Brookfield DTLA’s properties as of December 31, 2022:


	Square Feet
Property	Net Building Rentable	% of Net Rentable		% Leased		Annualized Rent (1)		Annualized Rent $/RSF (2)

BOA Plaza	1,405,428	18.5	%	90.5	%	$	37,221,739	$	29.27
Wells Fargo Center–North Tower	1,399,795	18.5	%	80.4	%	34,455,904		30.61
Gas Company Tower	1,345,163	17.8	%	72.8	%	27,735,956		28.31
EY Plaza	963,682	12.7	%	76.6	%	21,567,786		29.21
FIGat7th	316,250	4.2	%	89.8	%	7,268,181		25.60
Wells Fargo Center–South Tower	1,124,960	14.8	%	63.0	%	21,751,783		30.68
777 Tower	1,024,835	13.5	%	73.1	%	20,612,460		27.51
	7,580,113	100.0	%	77.3	%	$	170,613,809	$	29.13

__________

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, ~~2021~~2022. This amount reflects total base rent before any rent abatements as of December 31, ~~2021~~2022. Total abatements for executed leases as of December 31, ~~2021~~2022 for the twelve months ending December 31, ~~2022~~2023 are approximately $1315.84 million, or $2.3562 per leased square foot.

(2)Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of December 31, ~~2021~~2022.

~~Average asking net effective rents in the LACBD were essentially flat during the year ended December 31, 2021. Management believes that on average our current rents approximate market in the LACBD.~~ 42

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~The~~Average ~~following~~asking ~~table~~net ~~presents~~effective arents ~~summary~~in ofthe ~~lease~~LACBD ~~expirations~~declined atduring ~~Brookfield DTLA’s~~the ~~properties~~year ~~for~~ended ~~executed leases as of~~ December 31, ~~2021~~2022, ~~plus~~mainly ~~currently~~attributable ~~available~~to ~~space,~~increased ~~for~~leasing ~~future~~concessions ~~periods. This~~granted ~~table~~in ~~assumes~~the ~~that~~tenant-favorable ~~none~~LACBD ofoffice ~~our~~leasing ~~tenants~~market. Management ~~will~~believes ~~exercise~~that ~~renewal~~on ~~options~~average orour ~~early~~current ~~termination~~rents ~~rights,~~approximate ifmarket ~~any,~~in atthe ~~or prior to their scheduled expirations~~LACBD.

Year		Total Area inSquare FeetCovered byExpiringLeases	Percentageof LeasedSquare Feet		AnnualizedRent (1)		Percentage of Annualized Rent		Current Rent per Leased SquareFoot (2)		Rent per Leased Square Foot at Expiration (3)
2022		304,641	5.2	%	$	7,981,594	4.8	%	$	26.20	$	26.75
2023		983,709	16.7	%	25,586,271		15.3	%	26.01		27.35
2024		544,819	9.3	%	16,224,710		9.7	%	29.78		32.15
2025		729,727	12.5	%	21,979,377		13.1	%	30.12		32.43
2026		571,061	9.8	%	14,819,033		8.9	%	25.95		29.57
2027		296,212	5.1	%	9,019,655		5.4	%	30.45		35.95
2028		104,486	1.8	%	3,199,361		1.9	%	30.62		39.24
2029		303,025	5.2	%	9,863,464		5.9	%	32.55		42.04
2030		329,831	5.6	%	10,178,585		6.1	%	30.86		39.96
2031		308,309	5.3	%	8,996,457		5.4	%	29.18		39.71
Thereafter		1,379,784	23.5	%	39,461,758		23.5	%	28.60		42.12
Total expiring leases		5,855,604	100.0	%	$	167,310,265	100.0	%	$	28.57	$	34.86
Currently available		1,725,353
Total rentable square feet	7,580,957

The following table presents a summary of lease expirations at Brookfield DTLA’s properties for executed leases as of December 31, 2022, plus currently available space, for future periods. This table assumes that none of our tenants will exercise renewal options or early termination rights, if any, at or prior to their scheduled expirations.


Year		Total Area in Square Feet Covered by Expiring Leases	Percentage of Leased Square Feet		Annualized Rent (1)		Percentage of Annualized Rent		Current Rent per Leased Square Foot (2)		Rent per Leased Square Foot at Expiration (3)

2023		643,135	11.0	%	$	18,818,130	11.0	%	$	29.26	$	29.41
2024		681,570	11.6	%	18,300,155		10.7	%	26.85		27.98
2025		743,895	12.7	%	22,725,992		13.3	%	30.55		32.23
2026		795,918	13.6	%	20,765,501		12.2	%	26.09		28.61
2027		299,580	5.1	%	9,307,951		5.5	%	31.07		35.74
2028		126,016	2.2	%	4,172,390		2.4	%	33.11		40.05
2029		302,989	5.2	%	10,068,324		5.9	%	33.23		42.05
2030		330,076	5.6	%	10,390,792		6.1	%	31.48		39.73
2031		358,684	6.1	%	10,721,065		6.3	%	29.89		39.40
2032		200,448	3.4	%	5,648,625		3.3	%	28.18		40.43
Thereafter		1,375,383	23.5	%	39,694,884		23.3	%	28.86		42.10
Total expiring leases		5,857,694	100.0	%	$	170,613,809	100.0	%	$	29.13	$	35.25
Currently available		1,722,419
Total rentable square feet	7,580,113

__________

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, ~~2021~~2022. This amount reflects total base rent before any rent abatements as of December 31, ~~2021~~2022. Total abatements for executed leases as of December 31, ~~2021~~2022 for the twelve months ending December 31, ~~2022~~2023 are approximately $1315.84 million, or $2.3562 per leased square foot.

(2)Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of December 31, ~~2021~~2022.

(3)Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Discussion of Consolidated Cash Flows

The following discussion of Brookfield DTLA’s cash flows is based on the consolidated statements of cash flows in Item 8. “Financial Statements and Supplementary Data” and is not meant to be an all‑inclusive discussion of the changes in its cash flows for the periods presented below.

A summary of changes in Brookfield DTLA’s cash flows is as follows:

	For the Year Ended December 31,				DollarChange
	2021		2020
	2022		2021
Net cash provided by operating activities	$	6139,~~652~~827	$	5261,~~949~~652	$	8(21,~~703~~825)
Net cash used in investing activities	$	(2364,~~836~~660)	$	(5823,~~062~~836)	$	34(40,~~226~~824)
Net cash (used in) provided by financing activities	$	(33,076)	$	29,608	$	(62,684)
Net cash used in financing activities	$	(4,661)	$	(33,076)	$	28,415

Operating Activities

Brookfield DTLA’s cash flows from operating activities are primarily dependent upon (1) the ~~occupancy~~leasing ~~level~~activity of its portfolio, (2) the rental rates achieved on its leases, (3) the collectibility of rent and other amounts billed to tenants, (4) changes in working capital, and (5) interest payments. The ~~increase~~decrease in cash provided by operating activities is primarily attributable to increases in interest payments on secured debt of $23.6 million due to the rising interest rate environment in 2022, as well as increases in rental property operating and maintenance expense by $11.3 million as a result of increased physical occupancy. The decrease in cash provided by operating activities was partially offset by cash inflows from working capital changes byof $128.7 million, ~~and~~as ~~decreases~~well as increases in ~~interest~~lease ~~payments~~income onby ~~secured~~$3.8 ~~debt~~million and net parking income by $82.97 million. Working capital changes are subject to variability period over period as a result of timing differences, including with respect to the collection of tenant receivables and payments of accounts and tenant payables. ~~The~~ ~~cash inflows were partially offset by decreases in cash lease revenue by $11.7 million, reflecting the reduction in occupancy.~~

Investing Activities

Brookfield DTLA’s cash flows from investing activities are generally impacted by the amount of capital expenditures and tenant improvement activities for its properties. The ~~decrease~~increase in net cash used in investing activities was mainly due to ~~decreases~~increases in ~~capital~~tenant improvement expenditures ~~by $17.7 million following the completion of the atrium development project~~ at Wells Fargo Center ~~in 2020,~~ and ~~decreases~~777 ~~in tenant improvement expenditure by $5~~Tower.~~8 million. Furthermore, following the onset of the COVID-19 pandemic, Brookfield DTLA strategically deferred and cancelled various capital expenditure projects of lower priority.~~

42Financing Activities

Brookfield DTLA’s cash flows from financing activities are generally impacted by its loan activity, and contributions from and distributions to its equity holders, if any. During the year ended December 31, 2022, proceeds from drawings on loans secured by 777 Tower and Wells Fargo Center–South Tower of $13.9 million and $4.7 million, respectively, as well as net proceeds from the issuance of Series B preferred interest of $47.6 million was the main source of cash provided by financing activities. Cash outflows were mainly driven by repurchases of and distributions to Series B preferred interest of $47.0 million and $9.8 million, respectively, using the excess operating cash flows generated from properties. In addition, as required by various mortgage and mezzanine loan agreements, the Company paid $12.0 million related to purchases of interest rate protection agreements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Financing~~In ~~Activities~~comparison, during the same period in 2021, net proceeds from the refinancing of the loans secured by the Gas Company Tower and the issuance of Series B preferred interest of $25.5 million were the main source of cash provided by financing activities. All proceeds from the new secured loans were used to pay off the original $450.0 million encumbrance and to satisfy the new loans’ required reserves. As Brookfield DTLA had excess cash from operating activities generated from properties, it repurchased $45.3 million of the Series B preferred interest and made distributions of $17.8 million to the Series B preferred interest.

~~Brookfield DTLA’s~~Comparison ~~cash~~of ~~flows~~the ~~from~~Year ~~financing~~Ended ~~activities are generally impacted by its loan activity~~December 31, ~~and~~2021 ~~contributions from and distributions~~ to ~~its equity holders~~December 31, if2020 ~~any.~~

~~During~~See ~~the year ended December~~Part 31II, ~~2021,~~Item 7. ~~net~~“Management’s ~~proceeds~~Discussion ~~from~~and ~~the~~Analysis ~~refinancing~~ of ~~the~~Financial ~~loans~~Condition ~~secured by the Gas Company Tower~~ and ~~the~~Results ~~issuance~~ of ~~Series~~Operations—Discussion ~~B preferred interest~~ of ~~$25.5~~Consolidated ~~million~~Cash ~~were~~Flows” ~~the~~in ~~main~~Brookfield DTLA’s ~~source~~Annual Report ofon ~~cash~~Form 10-K ~~provided~~filed bywith ~~financing activities. All proceeds from~~ the ~~new~~United ~~secured~~States Securities ~~loans~~and ~~were~~Exchange ~~used~~Commission to("SEC") ~~pay~~on ~~off the original $450.0~~March ~~million~~24, 2022 ~~encumbrance~~for ~~and~~a todiscussion ~~satisfy~~of ~~the new loans’ required reserves. As~~ Brookfield DTLA’s ~~had~~consolidated ~~excess~~ cash ~~from~~flows ~~operating~~for ~~activities, it repurchased $45.3 million of~~ the ~~Series~~year Bended ~~preferred~~December 31, ~~interest~~2021 ~~and~~compared ~~made distributions of $17.8 million~~ to the ~~Series~~year Bended ~~preferred~~December 31, ~~interest~~2020.

During the year ended December 31, 2020, net proceeds from the refinancing of the loans secured by EY Plaza office property and proceeds from the Series B preferred interest of $47.9 million were the main source of cash provided by financing activities. Cash outflows were mainly driven by repurchases of and distributions to the Series B preferred interest of $34.2 million and $17.9 million, respectively, using the excess cash from the upsized refinancing of the loans secured by 777 Tower and EY Plaza and operating activities generated from other properties. 45

Comparison of the Year Ended December 31, 2020 to December 31, 2019

See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Consolidated Cash Flows” in Brookfield DTLA’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 25, 2021 for a discussion of Brookfield DTLA’s consolidated cash flows for the year ended December 31, 2020 compared to the year ended December 31, 2019.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Discussion of Results of Operations

Comparison of the Year Ended December 31, ~~2021~~2022 to December 31, ~~2020~~2021

Consolidated Statements of Operations Information

(In millions, except percentage amounts)

	For the Year EndedDecember 31,				Increase/(Decrease)		%Change
	2021		2020
	2022		2021
Revenue:
Lease income	$	~~257~~264.41	$	~~256~~257.74	$	06.7	—3	%
Parking	2530.47		2725.84		(25.4)3		~~(9)~~21	%
Interest and other	1.01		1.0		—0.1		—10	%
Total revenue	~~283~~295.89		~~285~~283.58		(112.7)1		~~(1)~~4	%
Expenses:
Rental property operating and maintenance	97108.47		9697.34		111.13		112	%
Real estate taxes	39.7		39.37		~~0.4~~—		1—	%
Parking	811.61		108.6		(2.0)5		~~(19)~~29	%
Other expenses	810.65		148.06		(51.4)9		~~(39)~~22	%
Depreciation and amortization	~~104~~101.03		104.90		(02.97)		(13)	%
Interest	79101.78		8279.87		(322.1)		~~(4)~~28	%
Total expenses	338.0		347.9		(9.9)		(3)	%
Impairment of real estate and intangible assets	112.1		—		112.1		100	%
Other Income (Expense):
Total expenses	485.2		338.0		147.2		44	%
Equity in earning (loss) of unconsolidated real estate joint venture	0.8		(0.5)		1.3		(260)	%
Other Income:
Total other income (expense)	0.8		(0.5)		1.3		(260)	%
Equity in earning of unconsolidated real estate joint venture	1.2		0.8		0.4		50	%
Net loss	$	(53.4)	$	(62.9)	$	9.5	(15)	%
Total other income	1.2		0.8		0.4		50	%
Net loss	$	(188.1)	$	(53.4)	$	(134.7)	252	%

~~Parking~~Lease ~~revenue~~income and ~~expense~~parking revenue

~~Parking~~The ~~revenue~~increase ~~includes~~in ~~monthly~~lease ~~and transient parking~~ income~~. With~~ during the ~~restrictive~~year ~~measures~~ended ~~imposed~~December 31, on2022 ~~non‑essential~~was ~~businesses~~mainly ~~and~~due ~~employees~~to ~~working~~higher ~~from home~~recoveries, ~~both~~driven ~~parking~~by ~~revenue~~increased ~~and~~operating ~~variable expense decreased accordingly. Although state~~ and ~~local~~maintenance ~~authorities~~expenses ~~began~~as ~~easing~~a ~~restrictions~~result ~~on businesses in the second quarter~~ of ~~2021~~higher ~~and the California State fully reopened its economy in June 2021, the~~ physical occupancy ~~of our office properties has remained well below capacity~~ as ~~infection~~discussed ~~rates~~in ~~fluctuated~~“Current ~~and~~Year ~~most~~Highlights”. The ~~employers~~increase ~~continued~~in ~~their~~parking ~~COVID-19~~revenue ~~response~~was ~~protocols~~also ~~and~~due ~~allowed employees~~ to ~~work~~higher ~~from~~physical ~~home when possible~~occupancy.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Other~~Rental ~~Expenses~~Property Operating and Maintenance Expense

Rental ~~Other~~property ~~expenses~~operating ~~mainly~~and ~~represent~~maintenance ~~asset~~expense ~~management~~mainly ~~fee~~includes janitorial, ~~audit~~repairs and ~~professional fees~~maintenance, ~~and miscellaneous expenses. Decrease in other expenses was mainly due to nonrecurring charges made during the year ended December 31~~utilities, ~~2020~~insurance, ~~including~~and avarious ~~provision~~other ~~for~~recurring ~~loan losses related to a construction loan receivable to a Company’s affiliate of $2~~expenses.~~7 million,~~ With athe ~~realized~~higher ~~loss~~physical onoccupancy ~~interest~~since ~~rate~~the ~~swap~~Reopening ~~contracts~~in ofJune ~~$1.8 million~~2021, ~~and~~rental aproperty ~~loss~~operating ~~on early extinguishment of debt~~ and ~~termination~~maintenance ofexpense ~~interest rate swap contracts of $1~~increased.~~0 million.~~

Interest Expense

~~Interest~~An increase in interest expense ~~decreased~~on secured debt by $22.1 million was primarily due to ~~decline~~the rise in ~~weighted~~interest ~~average LIBOR~~ rates onduring ~~our~~2022. Such ~~variable-rate~~an ~~debt~~increase ~~from~~was ~~0.49%~~partially ~~for~~offset by the ~~year~~$4.6 ~~ended~~million ~~December 31,~~nonrecurring ~~2020~~loss toon ~~0.13%~~early ~~for~~extinguishment of the ~~year~~debt ~~ended~~secured ~~December 31,~~by Gas Company Tower in February 2021.

~~Comparison~~Impairment of ~~the~~Real ~~Year~~Estate ~~Ended~~and ~~December 31,~~Intangible ~~2020 to December 31, 2019~~ Assets

~~See~~During ~~Part~~the year ended December II31, ~~Item 7.~~2022, ~~“Management~~upon our review of the current market conditions, the Company recognized impairment charges on Wells Fargo Center – South Tower’s ~~Discussion~~investments ~~and~~in ~~Analysis~~real estate of ~~Financial~~$111.1 million ~~Condition~~ and ~~Results~~intangible ofassets ~~Operations—Discussion~~associated ofwith ~~Results~~this property of ~~Operations”~~$1.0 million into ~~Brookfield DTLA~~reduce their carrying amounts to their estimated fair value. Wells Fargo Center – South Tower’s ~~Annual Report~~estimated onfair ~~Form 10-K~~value ~~filed~~and ~~with~~impairment charges reflect the ~~SEC~~impact of the 5.5% transfer tax that will be levied on ~~March 25, 2021~~real ~~for~~estate asales ~~discussion~~transactions in the City of Los Angeles valued at $10.0 million and above effective April 1, 2023. While there were no impairment charges on other properties in our portfolio during the year ended December 31, ~~2020~~2022, ~~compared~~in tolight of the ~~year~~evolving ~~ended~~office ~~December 31~~rental business environment and the slowdown in economic growth in the near term because of rising interest rates, ~~2019~~decreases in our property valuations may lead to additional impairment charges in our portfolio in the near future. No impairment loss was recorded in the same period in 2021 on any of the Company’s properties.

45Comparison of the Year Ended December 31, 2021 to December 31, 2020

See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Results of Operations” in Brookfield DTLA’s Annual Report on Form 10-K filed with the SEC on March 24, 2022 for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Related Party Transactions

See Item 8. “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 1413—Related Party Transactions” of this Annual Report on Form 10-K.

Litigation

See Part I, Item 3. “Legal Proceedings” of this Annual Report on Form 10-K.

Critical Accounting Estimates

Critical accounting estimates are defined as accounting estimates or assumptions made in accordance with generally accepted accounting principles in the United States of America, which involve a significant level of estimation uncertainty or subjectivity and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our significant accounting policies, which utilize these critical accounting estimates, are described in Item 8. “Financial Statements and Supplementary Data —Notes to Consolidated Financial Statements—Note 2—Basis of Presentation and Summary of Significant Accounting Policies”. Our critical accounting estimates are described below.

Impairment of Long-lived Assets

Impairment of investments in real estate

Investments in long-lived assets, including our investments in real estate, are individually reviewed for impairment quarterly or if events or changes in circumstances indicate that the carrying amount of the long-lived assets might not be recoverable, which is referred to as a “triggering event” or an “impairment indicator.” ~~The~~Indicators ~~carrying amount~~ of ~~long-lived~~potential assets to be held and used is deemed not recoverable if it exceeds the estimated sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. Triggering events or impairment ~~indicators for long-lived assets to be held and used are assessed by property and~~ include ~~significant~~the fluctuations in estimated net operating income, changes in occupancy, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors. following:

~~When~~•Change ~~conducting~~in ~~the~~strategy ~~impairment~~resulting ~~review of our investments~~ in real estate, we assessed the expected undiscounted cash flows based upon numerous factors that require management to make assumptions and apply judgement. These factors include, but are not limited to, the credit quality of our tenants, available market information, known trends, current market/economic conditions that may affect the asset, and historical and forecasted financial and operating information relating to the property, such as net operating income, occupancy statistics, vacancy projections, renewal percentage, and rent collection rates. If the undiscounted cash flows expected to be generated by a property are less than its carrying amount, the Company determines the fair value of the property and an ~~impairment~~increased ~~loss would be recorded to write down the carrying amount of such property to its fair value. As of December 31, 2021, the carrying amounts of our investments in real estate aggregated $2.4 billion,~~ or ~~approximately~~decreased ~~87%~~holding ~~of our total assets. During the years ended December 31, 2021 and 2020, management concluded that none of Brookfield DTLA’s real estate properties were impaired.~~period;

46•Lower stabilized occupancy levels;

•Deterioration of the rental market as evidenced by rent decreases, record-high capital expense obligations, and/or elevated concessions such as tenant improvement, over numerous quarters;

•Properties with recent impairment issues that are adjacent to or located in the same submarket;

•Significant decrease in properties’ market price;

•Tenant financial problems; and/or

•Comparable market barriers of competitors in the same submarket.

The carrying amount of long-lived assets to be held and used is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. Triggering events or impairment indicators for long-lived assets to be held and used are assessed by property and include significant fluctuations in estimated net operating income, changes in leasing activity, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

As of December 31, 2022, the carrying amounts of our investments in real estate aggregated $2.2 billion, or approximately 87% of our total assets. During the year ended December 31, 2022, the Company recognized impairment charges on Wells Fargo Center–South Tower’s investments in real estate of $111.1 million and intangible assets associated with this property of $1.0 million to reduce their carrying amounts to their estimated fair value. There were no impairment charges on other properties in our portfolio during the same period. In comparison, during the year ended December 31, 2021, none of Brookfield DTLA’s real estate properties were impaired.

Impairment of an investment in unconsolidated real estate joint venture

Our investment in the unconsolidated real estate joint venture, Brookfield DTLA Fund Properties IV LLC, is ~~evaluated~~reviewed for impairment quarterly or when conditions exist that may indicate that the decrease in the carrying amount of ~~our~~the investment has occurred and is other than temporary. Triggering events or impairment indicators for anthe Company’s unconsolidated real estate joint venture ~~includes~~include its recurring operating losses, and other events such as significant changes in construction costs, estimated completion dates, intended holding periods, and other factors related to the development property owned by the real estate joint venture. AsUpon ofdetermination ~~December 31,~~that ~~2021,~~an ~~the~~other-than-temporary ~~carrying~~impairment ~~amount~~has ofoccurred, ~~our~~a ~~investment~~write-down inis ~~the~~recognized ~~unconsolidated~~to ~~real~~reduce ~~estate~~the ~~joint~~carrying ~~venture~~amount ~~was $43.2 million, or approximately 2%~~ of ~~our total assets. During~~ the ~~years~~investment ~~ended December 31, 2021 and 2020, no other-than-temporary impairments related~~ to ~~our~~its ~~unconsolidated~~estimated ~~real~~fair ~~estate joint venture were identified~~value.

As of December 31, 2022, the carrying amount of our investment in the unconsolidated real estate joint venture was $44.4 million, or approximately 2% of our total assets. During the years ended December 31, 2022 and 2021, no other-than-temporary impairments related to our unconsolidated real estate joint venture were identified.

Recently Issued Accounting Literature

Please refer to Item 8. “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2—Basis of Presentation and Summary of Significant Accounting Policies” of this Annual Report on Form 10-K for information regarding the impact of the adoption of new accounting pronouncements during the year ended December 31, ~~2021~~2022.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

~~Interest~~Excluding ~~rate~~the ~~fluctuations~~debt ~~may~~in ~~impact~~default ~~Brookfield DTLA’s~~secured ~~results~~by ofthe ~~operations~~777 Tower and ~~cash~~Gas ~~flows. As~~Company ~~of December 31~~Tower, ~~2021,~~ $1.81 billion, or 8047%, of Brookfield DTLA’s debt bears interest at variable rates based on one‑month LIBOR or SOFR as of December 31, 2022. Brookfield DTLA does not trade in financial instruments for speculative purposes. The primary market risk to which we believe we may be exposed is interest rate risk, which results from many factors, including government monetary and tax policies, economic considerations, and other factors that are beyond our control.

~~Brookfield DTLA’s~~We utilize interest rate cap contracts into ~~place~~manage asthe interest rate risk of ~~December 31,~~our ~~2021~~outstanding ~~are~~debt and to limit the effects of interest rate risks on our operations. The use of interest rate cap contracts to hedge a portion of our exposure to changes in interest rates may carry additional risks, such as ~~follows:~~counterparty credit risk.

	NotionalValue		StrikeRate		EffectiveDate	ExpirationDate	FairValue
Wells Fargo Center–North Tower	$	400,000	2.57	%	10/15/2021	10/15/2022	$	7
Wells Fargo Center–North Tower	65,000		2.57	%	10/15/2021	10/15/2022	1
Wells Fargo Center–North Tower	35,000		2.57	%	10/15/2021	10/15/2022	1
Wells Fargo Center–South Tower	290,000		3.63	%	11/4/2020	11/4/2022	4
777 Tower	268,600		4.00	%	11/10/2021	11/10/2022	3
777 Tower	50,000		4.00	%	11/10/2021	11/10/2022	1
EY Plaza	275,000		4.00	%	9/22/2020	10/15/2022	2
EY Plaza	30,000		4.00	%	9/22/2020	10/15/2022	—
Gas Company Tower	350,000		4.00	%	2/3/2021	2/15/2023	20
Gas Company Tower	65,000		4.00	%	2/3/2021	2/15/2023	4
Gas Company Tower	50,000		4.00	%	2/3/2021	2/15/2023	3
Total	$	1,878,600					$	46

Brookfield DTLA’s interest rate protection agreements in place as of December 31, 2022 are as follows:


	Notional Value		Strike Rate (1)			Effective Date	Expiration Date

Wells Fargo Center–North Tower	$	400,000	3.40	%	(1)	10/15/2022	10/15/2023
Wells Fargo Center–North Tower	65,000		3.40	%	(1)	10/15/2022	10/15/2023
Wells Fargo Center–North Tower	35,000		3.40	%	(1)	10/15/2022	10/15/2023
Wells Fargo Center–South Tower	263,219		2.87	%	(1)	11/4/2022	11/4/2023
EY Plaza	275,000		6.02	%	(2)	10/15/2022	10/15/2023
EY Plaza	30,000		6.02	%	(2)	10/15/2022	10/15/2023
Gas Company Tower (3)	350,000		4.00	%	(2)	2/3/2021	2/15/2023
Gas Company Tower (3)	65,000		4.00	%	(2)	2/3/2021	2/15/2023
Gas Company Tower (3)	50,000		4.00	%	(2)	2/3/2021	2/15/2023
Total	$	1,533,219

__________

(1)The index used for these derivative financial instruments is 1-Month SOFR.

(2)The index used for these derivative financial instruments is 1-Month LIBOR.

(3)As of the issuance date of this Annual Report, debt secured by Gas Company Tower is in maturity default and the related interest rate cap contracts expired.

Interest Rate Sensitivity

~~The~~Our ~~impact~~future ofearnings anand ~~assumed~~fair ~~50 basis~~value ~~point~~relating ~~movement~~to inour outstanding debt are primarily dependent upon prevalent market interest rates. The ~~would~~following ~~have~~table ~~had~~illustrates the ~~following~~effect ~~impact~~of ona ~~Brookfield DTLA’s~~1% ~~consolidated~~change ~~statements~~in ofinterest ~~operations~~rates ~~and~~on ~~financial~~our ~~position~~fixed- ~~during~~and ~~the~~variable-rate ~~year~~debt ~~ended~~as of December 31, ~~2021~~2022:

			Fair Value of
	InterestExpense		Secured Debt
	Effect on Future InterestExpense due to Variable-rate Debt:		Secured Debt
50 basis point increase	$	9,154	$	(6,826)
Rate increase of 1%	$	3,092	$	(9,914)
50 basis point decrease	$	(8,936)	$	3,791
Rate decrease of 1%	$	(7,807)	$	9,824

~~The impact of a~~ 50 ~~basis point increase or decrease in interest rates would have an immaterial effect on the fair value of Brookfield DTLA’s interest rate cap contracts as of December 31, 2021.~~

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These amounts were determined considering the impact of hypothetical interest rates on Brookfield DTLA’s financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Furthermore, in the event of a change of the magnitude discussed above, management may take actions to further mitigate Brookfield DTLA’s exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in Brookfield DTLA’s financial structure.

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Item 8. Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements

			Page
Report of Independent Registered Public Accounting Firm			5053
Consolidated Balance Sheets as of December 31, 2021 and 2020			53
Consolidated Balance Sheets as of December 31, 2022 and 2021			57
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019			55
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020			59
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2021, 2020 and 2019			56
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021 and 2020			60
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2021, 2020 and 2019			57
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2022, 2021 and 2020			61
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019			58
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020			62
Notes to Consolidated Financial Statements			6165

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Brookfield DTLA Fund Office Trust Investor Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brookfield DTLA Fund Office Trust Investor Inc. and subsidiaries (the “Company”) as of December 31, ~~2021~~2022 and ~~2020~~2021, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows, for each of the three years in the period ended December 31, ~~2021~~2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2021~~2022 and ~~2020~~2021, and the results of ~~their~~its operations and ~~their~~its cash flows for each of the three years in the period ended December 31, ~~2021~~2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~ Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current-period audit of the financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that (1) ~~relates~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate opinion on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.

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Liquidity and Going Concern — Refer to Note 2 to the financial statements

Critical Audit Matter Description

As of December 31, 2022, the Company had $2.3 billion of total consolidated debt, including $1,128.9 million and $400.0 million maturing in 2023 and 2024, respectively. The Company’s substantial indebtedness requires the Company to use a material portion of cash flow to service interest on the debt outstanding. Additionally, the consolidated debt also included $288.9 million of mortgage and mezzanine debt secured by 777 Tower and $465.0 million of mortgage and mezzanine debt secured by Gas Company Tower that is in default. Additionally, in order to attract or retain tenants needed to increase occupancy and sustain operations, the Company will need to spend a substantial amount on capital leasing costs (such as tenant improvements), however, the Company has limited amounts of liquidity to make these capital commitments. The Company may be unable to extend or refinance the upcoming loan maturities at current terms and may be required to paydown a portion of the maturing debt in order to extend or refinance the loans. With the Company’s limited amount of unrestricted cash on hand the Company’s ability to make any loan paydowns is limited. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

We identified the Company’s liquidity and going concern disclosure as a critical audit matter because of the significant judgments in management’s plans to fund its debt in default, upcoming debt maturities and future tenant improvements within one year after the date the financial statements are issued. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate management’s conclusion that it is probable the Company’s plan will be effectively implemented within one year after the date the financial statements are issued and will provide the necessary cash flows to fund the Company’s debt maturities and future tenant improvements.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s liquidity and going concern disclosure included the following, among others:

•We evaluated conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern.

•We tested management’s plan and its key assumptions including, but not limited to:

◦Projected revenues and property operating expenses by comparing such assumptions to underlying lease agreements and historical operating costs.

◦Estimates relating to future tenant improvements by comparing to underlying lease agreements.

•We engaged in discussions with management and evaluated the Company’s intent and ability to exercise extensions of its debt where available, foreclose certain properties collateralizing its loans, etc. and addressed the feasibility of the plan.

•We evaluated management’s disclosure in the notes to the financial statements to ensure it is in accordance with the appropriate guidance.

•We evaluated management’s plans in the context of other audit evidence and analyzed external filings and press releases to determine whether it supported or contradicted the conclusion reached by management.

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Impairment Review — Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company’s investments in long-lived assets, including investments in real estate, are individually reviewed for impairment quarterly or if events or changes in circumstances indicate that the carrying amount of the long-lived assets might not be recoverable, which is referred to as a "triggering event" or an "impairment indicator." The carrying amount of long-lived assets to be held and used is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. Triggering events or impairment indicators for long-lived assets to be held and used are assessed by property and include significant fluctuations in estimated net operating income, changes in occupancy, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors. The impact of the measures imposed to combat the spread of the COVID -19 pandemic on economic and market conditions, together with many of the Company's tenants working from home, was deemed to be a triggering event during the year ended December 31, 2021.

When conducting the impairment review of the investments in real estate, the Company assessed the expected undiscounted cash flows based on numerous factors, ~~including the impact of the onset of COVID-19 pandemic and measures taken to combat the spread of the pandemic. These factors include,~~ but are not limited to, the credit quality of their tenants, available market information, known trends, current market/economic conditions that may affect the asset, and historical and forecasted financial and operating information relating to the property, such as net operating income, occupancy statistics, vacancy projections, renewal percentage, and rent collection rates. If the undiscounted cash flows expected to be generated by a property are less than its carrying amount, the Company determines the fair value of the property and an impairment loss would be recorded to write down the carrying amount of such property to its fair value. ~~Based on its review, management concluded that none of Brookfield DTLA’s real estate properties were impaired during the year ended December 31, 2021.~~

~~Given~~During the ~~Company’s~~year ~~evaluation~~2022, ofthe ~~possible~~Company recognized impairment ~~indicators~~charges ofon ~~its~~ investments in real estate ~~requires~~and ~~management~~intangible toassets ~~make~~of ~~significant~~$112.1 ~~assumptions~~million, ~~performing~~which ~~audit~~are ~~procedures~~included ~~to evaluate whether management appropriately identified events or changes~~ in ~~circumstances~~“Impairment ~~indicating that the carrying amounts~~ of ~~investments in~~ real estate ~~may~~and ~~not~~intangible beassets” ~~recoverable~~within ~~required~~the aconsolidated ~~high~~statements ~~degree~~ of ~~auditor judgment~~operations.

We identified the impairment of investments in real estate properties as a critical audit matter because of the significant estimates and assumptions related to future market rental rates, capitalization rates and discount rates. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of investments in real estate for possible indicators of impairment included the following, among others:

•We evaluated the Company’s assessment of impairment indicators and estimate of future operating performance of the assets by evaluating the following:

•◦Inquired with management, read minutes of executive committee and Board of Directors meetings and identified any indicators that it is likely a long-lived investment in real estate will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

•◦Tested investments in real estate for possible indicators of impairment, including searching for adverse real-estate-specific and/or market conditions.

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•Compared the carrying value of the assets to their respective fair values to assess whether any properties had a carrying value in excess of the fair value which could be an indicator of impairment. Further, we evaluated the reasonableness of the cash flow assumptions (future market rental rates, capitalization rates, and discount rates) utilized in the fair value analysis by testing management’s ability to forecast future cash flows by comparing actual results to management’s historical forecasts. In addition, we utilized independent market data focusing on geographical location and property type to test management’s assumption.

•With the assistance of our fair value specialists, on a sample basis, we evaluated certain key assumptions utilized by management to determine the fair value of the investments in real estate such as the (1) valuation methodology utilized by management; (2) the discount rate, rental rates, growth rates, and capitalization rates; and (3) mathematical accuracy of the calculation by developing a range of independent estimates and comparing our estimates to those used by management.

•We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/ DELOITTE & TOUCHE LLP

New York, New York

March 2431, ~~2022~~2023

We have served as the Company’s auditor since 2013.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	As of December 31,
	2021		2020
	2022		2021
ASSETS
Investments in Real Estate:
Land	$	~~222~~216,~~555~~982	$	222,555
Buildings and improvements	2,~~308~~145,~~836~~830		2,~~307~~308,~~762~~836
Tenant improvements	~~418~~420,~~460~~010		~~437~~418,~~114~~460
Investments in real estate, gross	2,~~949~~782,~~851~~822		2,~~967~~949,~~431~~851
Less: accumulated depreciation	~~580~~561,~~403~~382		~~517~~580,~~329~~403
Investments in real estate, net	2,~~369~~221,~~448~~440		2,~~450~~369,~~102~~448
Investment in unconsolidated real estate joint venture	4344,~~191~~421		4243,~~395~~191
Cash and cash equivalents	3823,~~901~~523		3738,~~394~~901
Restricted cash	4935,~~322~~206		4649,~~089~~322
Rents, deferred rents and other receivables, net	~~125~~135,~~625~~447		~~133~~125,~~639~~625
Intangible assets, net	1610,~~023~~067		2216,~~046~~023
Deferred charges, net	5754,~~529~~877		6357,~~406~~529
Due from affiliates, net of allowance for loan losses of $0 and $2,653 as of December 31, 2021 and 2020, respectively	10,062		10,847
Due from affiliates	6,823		10,062
Prepaid and other assets, net	12,~~377~~365		1012,~~538~~377
Total assets	$	2,~~722~~544,~~478~~169	$	2,~~816~~722,~~456~~478
LIABILITIES AND DEFICIT
Liabilities:
Secured debt, net	$	2,~~255~~279,~~921~~573	$	2,~~239~~255,~~640~~921
Accounts payable and other liabilities	7771,~~612~~029		9677,~~041~~612
Due to affiliates	15,~~782~~553		1,~~700~~782
Intangible liabilities, net	42,~~455~~905		64,~~005~~455
Total liabilities	2,~~339~~359,~~770~~060		2,~~343~~339,~~386~~770
Commitments and Contingencies (See Note 16)
Commitments and Contingencies (See Note 15)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED BALANCE SHEETS (continued)

(In thousands, except share amounts)

	As of December 31,
	2021		2020
	2022		2021
LIABILITIES AND DEFICIT (continued)
Mezzanine Equity:
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value, 9,730,370 shares issued and outstanding as of December 31, 2021 and 2020	$	465,577	$	447,028
7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value, 9,730,370 shares issued and outstanding as of December 31, 2022 and 2021	$	484,126	$	465,577
Noncontrolling Interests:
Series A-1 preferred interest	~~452~~469,~~454~~666		~~435~~452,~~242~~454
Senior participating preferred interest	2111,~~191~~677		2021,~~413~~191
Series B preferred interest	~~177~~182,~~290~~486		~~198~~177,~~827~~290
Total mezzanine equity	1,~~116~~147,~~512~~955		1,~~101~~116,~~510~~512
Stockholders’ Deficit:
Common stock, $0.01 par value, 1,000 shares issued and outstanding as of December 31, 2021 and 2020	—		—
Common stock, $0.01 par value, 1,000 shares issued and outstanding as of December 31, 2022 and 2021	—		—
Additional paid-in capital	~~203~~204,369		~~202~~203,369
Accumulated deficit	(~~865~~1,~~927~~167,270)		(~~726~~865,~~369~~927)
Noncontrolling interests	~~(71,246)~~55		(~~104~~71,~~440~~246)
Total stockholders’ deficit	(~~733~~962,~~804~~846)		(~~628~~733,~~440~~804)
Total liabilities and deficit	$	2,~~722~~544,~~478~~169	$	2,~~816~~722,~~456~~478

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	For the Year Ended December 31,
	2021		2020		2019
	2022		2021		2020
Revenue:
Lease income	$	~~257~~264,~~352~~090	$	~~256~~257,~~733~~352	$	~~276~~256,~~895~~733
Parking	2530,~~426~~725		2725,~~775~~426		3927,~~715~~775
Interest and other	1,~~020~~085		1,~~040~~020		1,~~235~~040
Total revenue	~~283~~295,~~798~~900		~~285~~283,~~548~~798		~~317~~285,~~845~~548
Expenses:
Rental property operating and maintenance	97108,~~444~~719		9697,~~347~~444		~~105~~96,~~738~~347
Real estate taxes	39,~~702~~719		39,~~292~~702		3739,~~657~~292
Parking	811,~~570~~128		108,~~648~~570		10,~~373~~648
Other expenses	810,~~604~~535		138,~~952~~604		913,~~031~~952
Depreciation and amortization	~~104~~101,~~047~~252		104,~~920~~047		~~105~~104,~~529~~920
Interest	79101,~~739~~801		8279,~~808~~739		9882,~~875~~808
Total expenses	338,106		347,967		367,203
Impairment of real estate and intangible assets	112,073		—		—
Total expenses	485,227		338,106		347,967
Other Income (Expense):
Gain from derecognition of assets	—		—		24,777
Equity in earning (loss) of unconsolidated real estate joint venture	1,230		796		(525)
Equity in earning (loss) of unconsolidated real estate joint venture	796		(525)		(2,080)
Total other income (expense)	1,230		796		(525)
Total other income (expense)	796		(525)		22,697
Net loss	(188,097)		(53,512)		(62,944)
Net loss	(53,512)		(62,944)		(26,661)
Net income (loss) attributable to noncontrolling interests:
Net loss (income) attributable to noncontrolling interests:
Series A-1 preferred interest returns	17,212		17,212		17,213
Series A-1 preferred interest returns	17,212		17,213		17,213
Senior participating preferred interest redemption measurement adjustments	(8,248)		1,028		(1,580)
Senior participating preferred interest redemption measurement adjustments	1,028		(1,580)		(1,017)
Series B preferred interest returns	14,432		16,063		17,708
Series B preferred interest returns	16,063		17,708		18,049
Series B common interest – allocation of net income	71,301		33,194		111,743
Series B common interest – allocation of net income	33,194		111,743		35,181
Net loss attributable to Brookfield DTLA	(282,794)		(121,009)		(208,028)
Net loss attributable to Brookfield DTLA	(121,009)		(208,028)		(96,087)
Series A preferred stock dividends	18,549		18,549		18,548
Series A preferred stock dividends	18,549		18,548		18,548
Net loss attributable to common interest holders of Brookfield DTLA	$	(301,343)	$	(139,558)	$	(226,576)
Net loss attributable to common interest holders of Brookfield DTLA	$	(139,558)	$	(226,576)	$	(114,635)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

	For the Year Ended December 31,
	2021		2020		2019
	2022		2021		2020
Net loss	$	(53188,~~512~~097)	$	(6253,~~944~~512)	$	(2662,~~661~~944)
Other comprehensive income (loss):
Other comprehensive income:
Interest rate swap contracts designated as cash flow hedges:
Unrealized derivative holding gains (losses)	—		562		(2,117)
Unrealized derivative holding gains	—		—		562
Reclassification adjustment for realized loss included in net loss	—		~~1,779~~—		—1,779
Total other comprehensive income (loss)	—		2,341		(2,117)
Total other comprehensive income	—		—		2,341
Comprehensive loss	(53188,~~512~~097)		(6053,~~603~~512)		(2860,~~778~~603)
Less: comprehensive income attributable to noncontrolling interests	6794,~~497~~697		~~145~~67,~~084~~497		69145,~~543~~084
Comprehensive loss attributable to common interest holders of Brookfield DTLA	$	(~~121~~282,~~009~~794)	$	(~~205~~121,~~687~~009)	$	(98205,~~321~~687)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands, except share amounts)

	Number ofShares	CommonStock		AdditionalPaid-inCapital		AccumulatedDeficit		AccumulatedOther ComprehensiveLoss		Non-controlling Interests		TotalStockholders’Deficit
	CommonStock
Balance, December 31, 2018	1,000	$	—	$	195,825	$	(385,158)	$	(107)	$	(251,481)	$	(440,921)
Balance, December 31, 2019	1,000	$	—	$	197,535	$	(499,793)	$	(2,341)	$	(216,183)	$	(520,782)
Net (loss) income						(96,087)				69,426		(26,661)
Other comprehensive (loss) income								(2,234)		117		(2,117)
Contributions				1,710								1,710
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity						(18,548)				(34,245)		(52,793)
Balance, December 31, 2019	1,000	—		197,535		(499,793)		(2,341)		(216,183)		(520,782)
Net (loss) income						(208,028)				145,084		(62,944)
Other comprehensive income								2,341		—		2,341
Contributions				4,834								4,834
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity						(18,548)				(33,341)		(51,889)
Balance, December 31, 2020	1,000	—		202,369		(726,369)		—		(104,440)		(628,440)
Net (loss) income						(121,009)				67,497		(53,512)
Other comprehensive income								—		—		—
Contributions				1,000								1,000
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity						(18,549)				(34,303)		(52,852)
Balance, December 31, 2021	1,000	$—	—	$203,369	~~203,369~~	$(865,927)	~~(865,927)~~	$—	—	$(71,246)	~~(71,246)~~	$(733,804)	~~(733,804)~~
Net (loss) income						(282,794)				94,697		(188,097)
Other comprehensive income								—		—		—
Contributions				1,000								1,000
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity						(18,549)				(23,396)		(41,945)
Balance, December 31, 2022	1,000	$	—	$	204,369	$	(1,167,270)	$	—	$	55	$	(962,846)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Year Ended December 31,
	2021		2020		2019
	2022		2021		2020
Cash flows from operating activities:
Net loss	$	(53188,~~512~~097)	$	(6253,~~944~~512)	$	(2662,~~661~~944)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	~~104~~101,~~047~~252		104,~~920~~047		~~105~~104,~~529~~920
Gain from derecognition of assets	—		—		(24,777)
Equity in (earning) loss of unconsolidated real estate joint venture	(1,230)		(796)		525
Equity in (earning) loss of unconsolidated real estate joint venture	(796)		525		2,080
(Recovery) write-off of lease receivables previously deemed uncollectible	(196)		(1,136)		8,400
(Recovery) write-off of lease receivables previously deemed uncollectible	(1,136)		8,400		165
Provision for loan losses	—		—		2,653
Provision for loan losses	—		2,653		—
Amortization of acquired below-market leases, net of acquired above-market leases	(141)		206		1,331
Amortization of acquired below-market leases, net of acquired above-market leases	206		1,331		(195)
Straight-line rent amortization	(3,655)		(1,413)		1,441
Straight-line rent amortization	(1,413)		1,441		(10,083)
Amortization of tenant inducements	2,529		3,803		3,897
Amortization of tenant inducements	3,803		3,897		3,852
Amortization and write-off of debt financing costs	6,763		7,825		5,471
Amortization and write-off of debt financing costs	7,825		5,471		5,264
Impairment of real estate and intangible assets	112,073		—		—
Loss on early extinguishment of debt	~~4,575~~—		—4,575		—
Unrealized (gain) loss on interest rate cap contracts	(41)		127		44
Unrealized loss (gain) on interest rate cap contracts	1,832		(41)		127
Realized loss (gain) on interest rate swap contracts	—		1,779		—
Realized loss on interest rate swap contracts	—		—		1,779
Changes in assets and liabilities:
Rents, deferred rents and other receivables, net	(6,~~383~~282)		(46,~~496)~~383		~~299~~(4,496)
Deferred charges, net	(98,~~446~~965)		(79,~~053~~446)		(87,~~497~~053)
Due from affiliates, net	1,~~043~~324		~~(647)~~1,043		(~~2,690~~647)
Prepaid and other assets, net	(110,~~726)~~157		(1,~~019~~726)		(~~570~~1,019)
Accounts payable and other liabilities	18,~~758~~692		(1,~~570)~~758		(51,~~541~~570)
Due to affiliates	823,771		~~134~~82		~~1,566~~134
Net cash provided by operating activities	6139,~~652~~827		5261,~~949~~652		3952,~~785~~949
Cash flows from investing activities:
Expenditures for real estate improvements	(2364,~~836~~660)		(5823,~~062~~836)		(~~127~~58,~~775~~062)
Net cash used in investing activities	(2364,~~836~~660)		(5823,~~062~~836)		(~~127~~58,~~775~~062)

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(In thousands)

For the Year Ended December 31,

2021

2020

2019

2022

2021

2020

Cash flows from financing activities:

Proceeds from secured debt

~~465~~18,~~000~~590

~~305~~465,000

~~277~~305,~~610~~000

Principal payments on secured debt

~~(450,000)~~—

(~~265~~450,000)

(~~220~~265,000)

Proceeds from Series B preferred interest

2547,~~500~~564

4725,~~850~~500

4047,~~700~~850

Proceeds from senior participating preferred interest

~~629~~288

~~777~~629

~~538~~777

Distributions to Series B preferred interest

(179,~~794~~825)

(17,~~865~~794)

(2017,~~574~~865)

Repurchases of Series B preferred interest

(4546,~~306~~975)

(3445,~~218~~306)

(34,~~521~~218)

Distributions to senior participating preferred interest

(~~879~~1,554)

(~~1,146~~879)

(~~602~~1,146)

Contributions to additional paid-in capital

1,000

1,~~710~~000

Purchase of interest rate cap contracts

(~~107~~12,048)

(~~130~~107)

(35130)

Payment for early extinguishment of debt and termination of interest rate swap contracts

~~(4,575)~~—

(~~849~~4,575)

—(849)

Debt financing costs paid

(61,~~544~~701)

(56,~~811~~544)

(35,~~618~~811)

Net cash (used in) provided by financing activities

(334,~~076~~661)

29(33,~~608~~076)

4129,~~208~~608

Net change in cash, cash equivalents and restricted cash

4(29,~~740~~494)

244,~~495~~740

~~(46~~24,~~782)~~495

Cash, cash equivalents and restricted cash at beginning of year

8388,~~483~~223

5883,~~988~~483

~~105~~58,~~770~~988

Cash, cash equivalents and restricted cash at end of year

8858,~~223~~729

8388,~~483~~223

5883,~~988~~483

Supplemental disclosure of cash flow information:

Cash paid for interest

6791,~~976~~596

7667,~~873~~976

9376,~~020~~873

Cash paid for income taxes

~~1,723~~473

~~792~~1,723

59792

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(In thousands)

	For the Year Ended December 31,
	2021		2020		2019
	2022		2021		2020
Supplemental disclosure of non-cash investing and financing activities:
Accrual for current-year additions to real estate investments	$	1215,~~818~~946	$	5312,~~760~~818	$	3353,~~812~~760
Contribution of investments in real estate, net, to unconsolidated real estate joint venture	$	—	$	—	$	20,139
Increase in fair value of interest rate swaps	$	—	$	—	$	562
Increase (decrease) in fair value of interest rate swaps	$	—	$	562	$	(2,117)
Writeoff of fully depreciated investments in real estate	$	24,008	$	24,233	$	36,613
Writeoff of fully depreciated investments in real estate	$	24,233	$	36,613	$	37,373
Writeoff of fully amortized intangible assets	$	6,322	$	8,634	$	14,414
Writeoff of fully amortized intangible assets	$	8,634	$	14,414	$	40,077
Writeoff of fully amortized intangible liabilities	$	14,746	$	13,529	$	6,850
Writeoff of fully amortized intangible liabilities	$	13,529	$	6,850	$	5,766
Noncash contributions to additional paid-in capital	$	—	$	—	$	3,834
Noncash contributions to additional paid-in capital	$	—	$	3,834	$	—

The following is a reconciliation of Brookfield DTLA’s cash, cash equivalents and restricted cash at the beginning and end of the years ended December 31, ~~2021~~2022, ~~2020~~2021 and ~~2019~~2020:

	For the Year Ended December 31,
	2021		2020		2019
	2022		2021		2020
Cash and cash equivalents at beginning of year	$	3738,~~394~~901	$	3337,~~964~~394	$	8033,~~421~~964
Restricted cash at beginning of year	4649,~~089~~322		2546,~~024~~089		25,~~349~~024
Cash, cash equivalents and restricted cash at beginning of year	$	8388,~~483~~223	$	5883,~~988~~483	$	~~105~~58,~~770~~988
Cash and cash equivalents at end of year	$	3823,~~901~~523	$	3738,~~394~~901	$	3337,~~964~~394
Restricted cash at end of year	4935,~~322~~206		4649,~~089~~322		2546,~~024~~089
Cash, cash equivalents and restricted cash at end of year	$	8858,~~223~~729	$	8388,~~483~~223	$	5883,~~988~~483

See accompanying notes to consolidated financial statements.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization and Description of Business

Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or the “Company”) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended, and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the “Series A preferred stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, “MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (“DTLA Holdings”, and together with its affiliates excluding the Company and its subsidiaries, the “Manager”). DTLA Holdings is an indirect partially-owned subsidiary of Brookfield Property Partners L.P. (“BPY”), an exempted limited partnership under the Laws of Bermuda, which in turn is the flagship commercial property entity ~~and~~wholly-owned ~~the~~by ~~primary vehicle through which~~ Brookfield ~~Asset Management Inc. (“BAM”)~~Corporation, a corporation under the ~~Laws~~laws of ~~Canada~~Ontario, and the primary vehicle through which Brookfield Corporation invests in real estate on a global basis. On ~~April~~December 19, ~~2021~~2022, ~~BAM~~Brookfield ~~and~~Asset ~~BPY~~Management ~~announced~~Inc. an(“BAM”) ~~agreement~~completed ~~for~~a ~~BAM~~distribution toand ~~acquire~~listing ~~100~~of 25% of ~~the~~its ~~limited~~asset ~~partnership~~management ~~units~~business of— ~~BPY~~Brookfield Asset Management Ltd. The ~~acquisition~~global ~~was~~alternative ~~completed~~asset inmanagement ~~July~~business ~~2021~~is now owned and ~~the~~operated ~~acquisition~~through ~~did~~Brookfield ~~not~~Asset ~~have~~Management ~~any~~ULC. BAM ~~impact~~is tonow ~~the~~known ~~Company~~as Brookfield Corporation.

As of December 31, ~~2021~~2022 and ~~2020~~2021, Brookfield DTLA owned Bank of America Plaza (“BOA Plaza”), EY Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower and 777 Tower, which are Class A office properties, and FIGat7th, a retail center nestled between EY Plaza and 777 Tower. Additionally, Brookfield DTLA Fund Properties II LLC (“Fund II”) has a noncontrolling interest in an unconsolidated real estate joint venture with Brookfield DTLA FP IV Holdings LLC (“DTLA FP IV Holdings”), a wholly‑owned subsidiary of DTLA Holdings, which owns Beaudry (previously known as 755 South Figueroa), a residential development property. All of these properties are located in the Los Angeles Central Business District (the “LACBD”) in Downtown Los Angeles, which has long been a major office district for law firms, accounting firms and government agencies.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 2—Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated balance sheets as of December 31, ~~2021~~2022 and ~~2020~~2021 include the accounts of Brookfield DTLA and subsidiaries in which it has a controlling financial interest. All material intercompany transactions have been eliminated in consolidation as of and for the years ended December 31, ~~2021~~2022, ~~2020~~2021 and ~~2019~~2020.

~~Determination~~Liquidity ofand ~~Controlling~~Going ~~Financial Interest~~Concern

WeThe ~~consolidate~~consolidated ~~entities~~financial instatements ~~which~~have ~~Brookfield DTLA~~been isprepared ~~considered~~in toaccordance bewith ~~the~~GAAP ~~primary~~on ~~beneficiary~~the ofbasis athat ~~variable~~the ~~interest~~Company ~~entity~~will ~~(“VIE”)~~continue oras ~~has~~ a ~~majority~~going ofconcern. The ~~the~~going ~~voting~~concern ~~interest~~basis inassumes that the ~~entity. We~~Company ~~are~~will ~~deemed to~~ be ~~the~~able ~~primary~~to ~~beneficiary~~meet ofits aobligations ~~VIE~~and ~~when~~continue weits ~~have~~operations ~~(i) the~~one ~~power~~year tofrom ~~direct~~ the ~~activities~~date of the ~~VIE~~issuance ~~that~~of ~~most significantly impact its economic performance, and (ii)~~ the ~~obligation~~Annual ~~to absorb losses of~~Report, orwhich ~~the~~is ~~right~~dependent toupon ~~receive benefits from,~~ the ~~VIE~~Company’s ~~that~~ability ~~could~~to ~~potentially~~effectively beimplement ~~significant~~plans related to the ~~VIE. We~~secured dodebt ~~not~~currently ~~consolidate entities~~ in ~~which~~default ~~the~~and ~~other parties have substantive kick-out rights to remove~~ the ~~Company’s~~ ~~power~~secured todebt ~~direct~~that ~~the~~matures ~~activities,~~within ~~and~~one ~~most~~year ~~significantly~~after ~~impacting~~ the ~~economic~~date ~~performance,~~ of the ~~VIE. In~~issuance ~~determining~~of ~~whether we are~~ the ~~primary~~Annual ~~beneficiary~~Report, ~~we consider factors such~~ as ~~ownership~~discussed ~~interest,~~below ~~management representation~~(together, ~~authority~~the to“Maturing ~~control decisions, and contractual and substantive participating rights of each party~~Loans”).

~~Brookfield~~As ~~DTLA~~of ~~Fund~~the ~~Properties~~issuance IIdate ~~LLC. The~~ of this Annual Report, the Company ~~earns~~had a$2.3 ~~return~~billion ~~through~~of antotal ~~indirect~~consolidated ~~investment~~debt, inincluding ~~Fund~~$1,128.9 IImillion and $400. ~~DTLA Holdings,~~0 ~~the~~million ~~parent~~maturing ofin ~~Brookfield DTLA~~2023 and 2024, ~~owns~~respectively. ~~all~~Our substantial indebtedness requires us to use a material portion of ~~the~~our ~~common~~cash flow to service interest inon ~~Fund~~our IIdebt. ~~Brookfield DTLA~~Additionally, ~~has~~our anconsolidated ~~indirect~~debt ~~preferred~~also ~~stock~~includes ~~interest~~$288.9 inmillion ~~Fund~~of IImortgage and ~~its~~mezzanine ~~wholly-owned~~debt ~~subsidiary~~secured isby ~~the~~777 ~~managing~~Tower ~~member~~and $465.0 million of ~~Fund~~mortgage ~~II. The Company~~and ~~determined~~mezzanine ~~that~~debt ~~Fund~~secured IIby Gas Company Tower that is ain ~~VIE~~default. AsThe Company has experienced a ~~result~~decline ofin ~~having~~occupancy since the ~~power~~onset toof ~~direct~~the COVID-19 pandemic as tenant leases expire which has resulted in a decrease in cash flow from operations and has negatively impacted the ~~significant~~market ~~activities~~values of ~~Fund~~the IIproperties. Additionally, ~~that~~in ~~impact~~order ~~Fund~~to ~~II’s~~attract ~~economic~~or ~~performance,~~retain tenants needed to increase occupancy and sustain operations, the ~~obligation~~Company will need to ~~absorb~~spend ~~losses~~a ofsubstantial amount on capital leasing costs (such as tenant improvements), orhowever, the ~~right~~Company has limited amounts of liquidity to ~~receive~~make ~~benefits~~these ~~from~~capital commitments. Furthermore, ~~Fund~~since IIthe ~~that~~second ~~could~~quarter ~~potentially~~of be2022, ~~significant~~uncertainty in the overall economy has increased due to the ~~Fund~~Federal IIReserve materially raising interest rates to fight inflation. The increase and volatility in interest rates, ~~Brookfield DTLA~~not ~~meets~~only increase the ~~two conditions~~cost ~~for~~of ~~being~~our floating rate debt and the ~~primary~~rates ~~beneficiary~~or spread on any refinancing we may seek, but it also materially increased the cost of ~~Fund~~interest IIrate protection agreements and interest rate risk hedging. We are required to obtain interest rate protection agreements with respect to the Company’s existing floating rate secured loans (and which we expect will be required to obtain for refinancing our maturing debt).

We consolidate entities through which we conduct substantially all of our business, and own, directly and through subsidiaries, substantially all of our assets. As of December 31, 2021, these consolidated VIEs had in aggregate total consolidated assets of $2.7 billion (of which $2.4 billion is related to investments in real estate) and total consolidated liabilities of $2.3 billion (of which $2.3 billion is related to non-recourse debt secured by our office and retail properties). The Company is obligated to repay substantially all of the liabilities of our consolidated VIEs, except for the non-recourse secured debt. 66

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~Investment~~The Company may be unable to extend or refinance the upcoming loan maturities at current terms and may be required to paydown a portion of the maturing debt in ~~Unconsolidated~~order ~~Real~~to ~~Estate~~extend ~~Joint~~or ~~Venture~~refinance the loans. ~~Fund~~With IIthe ~~has~~Company’s alimited ~~noncontrolling~~amount ~~interest~~of inunrestricted acash ~~joint~~on ~~venture~~hand, ~~Brookfield~~the ~~DTLA~~Company’s ~~Fund~~ability ~~Properties~~to IVmake ~~LLC~~any ~~(“Fund~~loan ~~IV”)~~paydowns is limited without the sale of real estate assets, ~~with~~and ~~DTLA FP~~we IVdo ~~Holdings~~not have any contracts to sell our properties as of the issuance date of this Annual Report. ~~The Company~~Nevertheless, ~~determined~~if ~~that~~one or more of the ~~joint~~properties ~~venture~~securing isour aMaturing ~~VIE~~Loans ~~mainly~~were ~~because~~to ~~its~~be ~~equity~~foreclosed ~~investment~~upon atby ~~risk~~the islenders, ~~insufficient~~as these secured debt obligations are not cross-collateralized with other properties in the portfolio, we believe we will have sufficient cash from our remaining properties and our Series B financings to ~~finance~~meet our obligations to continue our operations within one year after the ~~joint~~date ~~venture’s~~of ~~activities~~the ~~without~~issuance ~~additional~~of ~~subordinated~~the ~~financial~~Annual ~~support~~Report. While ~~the~~these ~~joint~~conditions ~~venture~~and ~~meets~~events raise substantial doubt about the ~~definition~~Company’s ofability to continue as a ~~VIE~~going concern, ~~Brookfield DTLA~~for isthe ~~not~~reasons ~~its~~stated ~~primary~~in ~~beneficiary~~this asparagraph and the ~~Company~~ ~~lacks~~further ~~the~~discussion ~~power~~below, ~~through~~management ~~voting~~has ordetermined ~~similar~~that ~~rights~~it tois ~~direct~~probable that the ~~activities~~conditions ~~that~~and ~~most~~events ~~significantly~~raising ~~impact~~substantial ~~the~~doubt ~~joint~~about ~~venture~~the entity’s ~~economic~~ability ~~performance. Therefore~~to continue as a going concern have been alleviated, and that the Company ~~accounts~~will ~~for~~continue ~~its~~as ~~ownership~~a ~~interest~~going inconcern during one year from the ~~joint~~date ~~venture~~of ~~under~~the issuance of the ~~equity~~Annual ~~method~~Report.

The ~~liabilities of the joint venture may only be settled using the assets of 755 South Figueroa and are not recourse to the~~ Company~~. Brookfield DTLA~~’s ~~exposure~~ability to ~~its~~continue ~~investment~~as ina ~~the~~going ~~joint~~concern ~~venture~~ is ~~limited~~dependent toupon ~~its investment balance and~~ the Company’s ~~has~~ability ~~no obligation~~ to ~~make~~effectively ~~future~~implement ~~contributions~~plans torelated ~~the joint venture. Pursuant~~ to the ~~operating~~Maturing agreement of the joint venture, DTLA FP IV Holdings may be required to fund additional amounts for the development of 755 South Figueroa, routine operating costs, and guaranties or commitments of the joint ventureLoans.

~~Impact~~Debt Maturing within One Year From the Date of ~~Coronavirus~~the ~~(“COVID-19”)~~Issuance of the Annual Report:

~~The~~FIGat7th ~~U.S.~~— ~~began~~In March 2023, the lender granted a ~~large~~short-~~scale~~term ~~COVID-19~~extension ~~vaccination~~of ~~campaign~~the inmaturity ~~December~~date ~~2020. On~~from ~~June~~March 151, ~~2021,~~2023 asto ~~California~~April ~~fully~~3, ~~reopened~~2023. Brookfield ~~its~~DTLA ~~economy,~~is ~~restrictions~~currently ~~such~~engaged asin ~~physical~~discussions ~~distancing,~~with ~~capacity~~the ~~limits~~lender ~~and~~to extend the ~~county~~debt ~~tier~~secured ~~system~~by ~~were~~FIGat7th ~~lifted~~for ~~(the~~three ~~“Reopening”)~~years. ~~However,~~ ~~since~~As of the ~~Reopening~~issuance date of this Annual Report, we currently do not have a commitment from the ~~spread~~lenders ofto extend the ~~Delta~~maturity ~~and~~dates ~~Omicron~~of ~~variants~~this ~~brought~~loan ~~uncertainty~~for three years. If we are unable to extend the ~~economic~~FIGat7th ~~recovery~~loan, ~~and~~then ~~many~~the ~~office~~lender ~~tenants~~would ~~revised~~have ~~their~~the ~~return-~~right to~~-office~~ ~~plans~~exercise inits ~~response~~remedies under the FIGat7th loan, including, but not limited to, declaring the ~~soaring~~debt ~~case~~to ~~counts~~be immediately payable and foreclosing on FIGat7th.

63Wells Fargo Center — South Tower — As of December 31, 2022, and the issuance date of this Annual Report, wholly-owned subsidiaries of the Company had and continue to have a secured mortgage loan of $265.4 million on Wells Fargo Center—South Tower (the “Wells Fargo Center South Loan”) that matures on November 4, 2023. We currently plan to operate the property and pay debt service on the loan through maturity. We will attempt to extend the Wells Fargo Center South Loan with the current lenders or refinance the loan with different lenders. As of the issuance date of this Annual Report, we currently do not have a commitment from the lenders to extend the maturity dates of this loan. Additionally, we do not know what paydown may be required upon any refinancing of this loan, and therefore are not certain if we will have sufficient unrestricted cash on hand to make any such paydown. We do not currently have any commitment for additional capital to the extent any paydown requires cash in excess of the unrestricted cash on hand that we would be able or willing to allocate to such paydown. If we are unable to negotiate a loan modification with the current lenders or refinance the Well Fargo Center South Loan, then the lenders would have the right to exercise the remedies under the WFC South Loan, including, but not limited to, declaring the debt to be immediately payable and foreclosing on Wells Fargo Center – South Tower.

Wells Fargo Center — North Tower Loans — As of December 31, 2022, and the issuance date of this Annual Report, wholly-owned subsidiaries of the Company (the “WFC North Borrowers”) had and continue to have secured loans of $500.0 million on Wells Fargo Center — North Tower, comprised of a $400.0 million mortgage loan, a $65.0 million mezzanine loan, and a $35.0 million junior mezzanine loan (collectively, the “WFC North Loans”). The maturity date of the WFC North Loans is October 9, 2023.

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~~During~~In March 2023, the ~~year~~lender ~~ended~~of ~~December 31~~the junior mezzanine loan agreed, ~~2021~~subject to certain conditions, ~~the~~to ~~COVID-19~~forbear ~~pandemic~~from ~~and~~exercising any remedy as a result of non-payment of the ~~measures~~monthly ~~taken~~debt toservice ~~combat~~payment for March due on the ~~spread~~junior mezzanine loan. The amount of cash the ~~pandemic~~property currently generates from its operations is not sufficient to cover the upcoming debt obligations, leasing costs and capital expenditures with respect to Wells Fargo Center – North Tower. The WFC North Borrowers will not have ~~continued~~sufficient available cash to ~~impact~~make ~~numerous~~the ~~aspects~~interest ofpayments ~~our~~on ~~business~~the WFC North Loans. The WFC North Borrowers will attempt to negotiate favorable amendments to the WFC North Loans and/or ~~our~~interest ~~properties~~payment forbearances from the current lenders. If WFC North Borrowers are unsuccessful, ~~which~~the forbearance agreement with any lender lapses, and the interest payments are ~~located~~not inmade on the ~~City~~due ofdate ~~Los Angeles. Some~~or ofif the ~~effects~~mechanics ~~include~~liens currently existing on the ~~following:~~asset are not timely discharged, then the lenders would have the right to exercise the remedies under the WFC North Loans, including, but not limited to, declaring the debt to be immediately payable and foreclosing on Wells Fargo Center – North Tower.

~~•Prior~~EY toPlaza ~~the~~— ~~Reopening~~As of December 31, ~~capacity~~2022, ~~limits~~and ~~were~~the ~~imposed~~issuance ondate ~~higher~~of this Annual Report, wholly-~~risk~~owned ~~activities~~subsidiaries ~~and~~of ~~businesses~~the ~~such~~Company as(the ~~indoor~~“EY ~~dining,~~Borrowers”) ~~bars~~have secured loans of $305.0 million on EY Plaza, ~~fitness~~comprised ~~centers~~of a $275.0 million mortgage loan and ~~movie~~a ~~theaters~~$30.0 ~~according~~million tomezzanine loan (collectively, the ~~tier~~“EY ~~system~~Plaza Loans”). The maturity date of the ~~California~~EY ~~state’s~~Plaza ~~reopening~~Loans ~~framework~~is October 9, 2023, with two one-year extension options. AsThe aEY ~~result,~~Borrowers ~~our~~have ~~retail~~received notices from certain tenants of EY Plaza stating that they are not in ~~FIGat7th~~compliance ~~experienced~~with the ~~most~~terms ~~immediate~~of ~~impact~~their respective lease agreements. The amount of cash the ~~restrictions~~EY ~~imposed. Due~~Borrowers currently generate from operations is not sufficient to ~~the~~cover ~~uncertainties~~its ~~posed~~upcoming debt obligations, leasing costs and capital expenditures with respect to ~~our~~EY ~~tenants~~Plaza. It inis ~~FIGat7th~~unlikely bythat ~~these~~they ~~restrictions,~~will ~~adjustments~~be able to obtain additional sources of ~~$2.3 million~~liquidity ~~were~~or ~~recognized~~negotiate ~~during~~favorable amendments to the ~~year~~EY ~~ended~~Plaza ~~December 31~~Loans or interest payment forbearances from the lenders in time. In this case, ~~2020~~the toEY ~~lower~~Borrowers ~~our~~will ~~lease~~not ~~income~~have ~~related~~sufficient operating cash flow to ~~certain~~cure the non-compliance with the leases ~~where~~or wedischarge ~~determined~~mechanics ~~that~~liens currently existing on the ~~collection~~asset ofor ~~future~~make ~~lease~~the April 2023 interest payments ~~was~~on ~~not~~the ~~probable~~EY Plaza Loans. InIf ~~contrast~~the lenders send the EY Borrowers a notice of default to cure the non-compliance with the leases and the EY Borrowers are unsuccessful in curing the defaults during the available cure period or discharging the mechanics liens within the time required under the EY Plaza Loans, or the ~~Company~~interest ~~recorded~~payment ~~favorable~~is ~~lease~~not ~~income~~made ~~adjustments~~on the due date of ~~$0.5 million~~April ~~during~~7, 2023, then the ~~year~~lenders ~~ended~~would ~~December 31~~have the right to exercise the remedies under the EY Plaza Loans, ~~2021~~including, asbut anot ~~result~~limited ofto, declaring the ~~Reopening~~debt asto ~~various~~be ~~retail~~immediately ~~tenants~~payable ~~benefited~~and ~~from~~foreclosing ~~higher~~on ~~visitor~~EY ~~traffic~~Plaza.

•While our office properties have remained open, most of our office tenants have been working remotely since the “stay-at-home” order was issued in March 2020. Although state and local authorities lifted restrictions on businesses in June 2021, the physical occupancy of our office properties has remained well below capacity as infection rates fluctuated and most employers continued their COVID-19 response protocols and allowed employees to work from home when possible. As of December 31, 2021, most of our office tenants have been current in paying amounts due to us under their leases. Due to the uncertainties posed to our office property tenants by the COVID-19 pandemic, during the year ended December 31, 2020, adjustments of $6.1 million were recognized to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable. In contrast, the Company recorded favorable lease income adjustments of $0.7 million during the year ended December 31, 2021, as a result of the Reopening and office employees returning to offices. 68

•Decline in property values resulting from lower than anticipated revenues due to reduced increases in forecasted rental rates on new or renewal leases, applied credit losses, lower leasing velocity and increased lease concessions or incentives. While the carrying values of the properties are recorded at cost less accumulated depreciation, we estimate the undiscounted cashflows and fair values of the properties as part of our impairment review of investments in real estate. See Note 2—“Basis of Presentation and Summary of Significant Accounting Policies—Significant Accounting Policies—Impairment Review” for further discussion.

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Debt in Default:

Gas Company Tower Loans — As previously disclosed in our public filings, wholly-owned subsidiaries of the Company (the “Gas Company Borrowers”) have secured loans of $465.0 million on Gas Company Tower, comprised of a $350.0 million mortgage loan, a $65.0 million mezzanine loan and a $50.0 million junior mezzanine loan (collectively, the “Gas Company Tower Loans”). There was $465.0 million outstanding under the Gas Company Tower Loans as of December 31, 2022 and the issuance date of this Annual Report. The initial maturity date of the Gas Company Tower Loans was February 9, 2023, with three one-year extension options. Gas Company Borrowers did not exercise the option to extend the maturity of the loans and therefore, subsequent to the current year-end period, on February 9, 2023, the Gas Company Tower Loans matured, and an Event of Default (as defined in the underlying loan agreements) has occurred and is continuing. The lenders may exercise their remedies under the loans, including foreclosing on Gas Company Tower. As of the issuance date of this Annual Report, the lenders have not exercised any of their remedies under the Gas Company Tower Loans, and have transferred these loans to a special servicer. In addition, as of the issuance date of this Annual Report, the Gas Company Borrowers have not paid the March 2023 interest expense accrued on the mezzanine loan and currently do not intend to pay this or the future interest expense accrued on the Gas Company Tower Loans.

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Determination of Controlling Financial Interest

We consolidate entities in which Brookfield DTLA is considered to be the primary beneficiary of a variable interest entity (“VIE”) or has a majority of the voting interest in the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. We do not consolidate entities in which the other parties have substantive kick-out rights to remove the Company’s power to direct the activities, and most significantly impacting the economic performance, of the VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, management representation, authority to control decisions, and contractual and substantive participating rights of each party.

Brookfield DTLA Fund Properties II LLC. The Company earns a return through an indirect investment in Fund II. DTLA Holdings, the parent of Brookfield DTLA, owns all of the common interest in Fund II. Brookfield DTLA has an indirect preferred stock interest in Fund II and its wholly-owned subsidiary is the managing member of Fund II. The Company determined that Fund II is a VIE. As a result of having the power to direct the significant activities of Fund II that impact Fund II’s economic performance, and the obligation to absorb losses of, or the right to receive benefits from, Fund II that could potentially be significant to the Fund II, Brookfield DTLA meets the two conditions for being the primary beneficiary of Fund II.

We consolidate entities through which we conduct substantially all of our business, and own, directly and through subsidiaries, substantially all of our assets. As of December 31, 2022, these consolidated VIEs had in aggregate total consolidated assets of $2.5 billion (of which $2.2 billion is related to investments in real estate) and total consolidated liabilities of $2.4 billion (of which $2.3 billion is related to non-recourse debt secured by our office and retail properties). The Company is obligated to repay substantially all of the liabilities of our consolidated VIEs, except for the non-recourse secured debt.

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Investment in Unconsolidated Real Estate Joint Venture. Fund II has a noncontrolling interest in a joint venture, Brookfield DTLA Fund Properties IV LLC (“Fund IV”), with DTLA FP IV Holdings. The Company determined that the joint venture is a VIE mainly because its equity investment at risk is insufficient to finance the joint venture’s activities without additional subordinated financial support. While the joint venture meets the definition of a VIE, Brookfield DTLA is not its primary beneficiary as the Company lacks the power through voting or similar rights to direct the activities that most significantly impact the joint venture’s economic performance. Therefore, the Company accounts for its ownership interest in the joint venture under the equity method. Under the equity method of accounting, we initially recognize Fund II’s investment in the joint venture at the fair value of the assets contributed, and subsequently adjust the joint venture’s carrying amount for Fund II’s share of the joint venture’s redemption value and other-than-temporary impairments (if any). The redemption value represents the amount to be distributed to Fund II in the event of termination or liquidation of the joint venture. Adjustments to the joint venture’s carrying amount to its redemption value are recorded in the consolidated statements of operations as equity in earning (loss) of unconsolidated real estate joint venture. As of December 31, 2022, the Company’s ownership interest in the unconsolidated real estate joint venture was 22.1%, a decrease from 33.6% as of December 31, 2021 as a result of additional capital contributed by DTLA FP IV Holdings during the year ended December 31, 2022.

The liabilities of the joint venture may only be settled using the Beaudry assets and are not recourse to the Company. Brookfield DTLA’s exposure to its investment in the joint venture is limited to its investment balance and the Company has no obligation to make future contributions to the joint venture. Pursuant to the operating agreement of the joint venture, DTLA FP IV Holdings may be required to fund additional amounts for the Beaudry development, routine operating costs, and guaranties or commitments of the joint venture.

Impact of COVID-19 pandemic

Leasing activity and occupancy in the LACBD has not caught up to pre-pandemic levels as businesses consider how to best implement return-to-office plans and transition to hybrid or remote work policies. Office tenants are still active in the leasing markets but are more selective in making real estate decisions. Relocating and renewing tenants are pursuing space efficiencies which are often accompanied by size reduction and a focus on highest quality assets. Retail tenants have continued to benefit from higher visitor traffic since COVID mandates throughout California were lifted in June 2021 (the “Reopening”) but short of pre-pandemic levels. During the years ended December 31, 2022 and 2021, the Company recorded favorable lease income adjustments of $0.2 million and $1.1 million, respectively, as a result of the Reopening with various retail tenants benefited from higher visitor traffic, as well as office employees returning to offices. In contrast, during the year ended December 31, 2020, due to the uncertainties posed to our retail and office tenants by the restrictions implemented to combat the spread of COVID-19 pandemic, adjustments of $8.4 million were recognized to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods presented. The Company bases its estimates on historical experience and on various other assumptions that it considers to be reasonable under the circumstances, including the impact of events such as ~~the outbreak of the~~ COVID-19 pandemic and the measures taken to combat the spread of the pandemic. For example, estimates and assumptions have been made with respect to the fair value of assets and liabilities for purposes of the contribution of the Company’s wholly-owned interests in exchange for its noncontrolling interest in its unconsolidated real estate joint venture in May 2019, the useful lives of assets, recoverable amounts of receivables, impairment of long-lived assets and the fair value of debt. Actual results could ultimately differ from such estimates.

Significant Accounting Policies

Investments in Real Estate, Net—

Land is carried at cost. Buildings are recorded at historical cost and are depreciated on a straight‑line basis over their estimated useful lives of 60 years. Building improvements are recorded at historical cost and are depreciated on a straight-line basis over their estimated useful lives, ranging from 5 years to 25 years. Land improvements are combined with building improvements for financial reporting purposes and are carried at cost. Tenant improvements that are determined to be assets of Brookfield DTLA are recorded at cost and amortized on a straight‑line basis over the shorter of their estimated useful life or the applicable lease term, with the related amortization reported as part of depreciation and amortization expense in the consolidated statements of operations.

Depreciation expense related to investments in real estate during the years ended December 31, ~~2021~~2022, ~~2020~~2021 and ~~2019~~2020 totaled $87.3 million, $87.53 million and $8587.65 million, respectively, and is reported as part of depreciation and amortization expense in the consolidated statements of operations.

65The Company capitalizes costs associated with capital expenditures and tenant improvements. Capitalization of costs is required while activities are ongoing to prepare an asset for their intended use. Costs incurred after the capital expenditures and tenant improvement projects are substantially complete and ready for its intended use are expensed as incurred. Expenditures for repairs and maintenance, real estate taxes and insurance are expensed as incurred.

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The Company capitalizes costs associated with capital expenditures and tenant improvements. Capitalization of costs is required while activities are ongoing to prepare an asset for its intended use. Costs incurred after the capital expenditures and tenant improvement projects are substantially complete and ready for its intended use are expensed as incurred. Expenditures for repairs and maintenance, real estate taxes and insurance are expensed as incurred.

Investment in Unconsolidated Real Estate Joint Venture—

Fund II’s noncontrolling interests in the real estate joint venture with DTLA FP IV Holdings were initially recorded at the fair value of the assets contributed and have been adjusted to redemption value as of December 31, 2021. The redemption value represents the amount to be distributed to Fund II in the event of termination or liquidation of the unconsolidated real estate joint venture, Fund IV. Adjustments to increase or decrease the carrying amount to redemption value are recorded in the consolidated statements of operations as equity in earning (loss) of unconsolidated real estate joint venture.

Impairment Review—

Investments in long-lived assets, including our investments in real estate, are individually reviewed for impairment quarterly or if events or changes in circumstances indicate that the carrying amount of the long-lived assets might not be recoverable, which is referred to as a “triggering event” or an “impairment indicator.” ~~The~~Indicators ~~carrying amount~~ of ~~long-lived~~potential ~~assets to be held and used is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. Triggering events or~~ impairment ~~indicators for long-lived assets to be held and used are assessed by property and~~ include significant fluctuations in estimated net operating income, changes in occupancy, significant near-term lease expirations, current and historical operating and/or cash flow losses, rental rates, and other market factors. The impact of the measures imposed to combat the spread of the COVID-19 pandemic on economic and market conditions, together with many of our office property tenants working from home, was deemed to be a triggering event during the years ended December 31, 2021 and 2020.following:

~~When~~•Change ~~conducting~~in ~~the~~strategy ~~impairment~~resulting ~~review of our investments~~ in real estate, we assessed the expected undiscounted cash flows based upon numerous factors, including the impact of the onset of COVID-19 pandemic and measures taken to combat the spread of the pandemic. These factors include, but are not limited to, the credit quality of our tenants, available market information, known trends, current market/economic conditions that may affect the asset, and historical and forecasted financial and operating information relating to the property, such as net operating income, occupancy statistics, vacancy projections, renewal percentage, and rent collection rates. If the undiscounted cash flows expected to be generated by a property are less than its carrying amount, the Company determines the fair value of the property and an ~~impairment~~increased ~~loss~~or ~~would~~decreased beholding recorded to write down the carrying amount of such property to its fair value. Based on its review, management concluded that none of Brookfield DTLA’s real estate properties were impaired during the years ended December 31, 2021 and 2020. period;

66•Lower stabilized occupancy levels;

•Deterioration of the rental market as evidenced by rent decreases, record-high capital expense obligations, and/or elevated concessions such as tenant improvement, over numerous quarters;

•Properties with recent impairment issues that are adjacent to or located in the same submarket;

•Significant decrease in properties’ market price;

•Tenant financial problems; and/or

•Comparable market barriers of competitors in the same submarket.

When conducting the impairment review of our investments in real estate, we assessed the expected undiscounted cash flows based upon numerous factors. These factors include, but are not limited to, the credit quality of our tenants, available market information, known trends, current market/economic conditions that may affect the asset, and historical and forecasted financial and operating information relating to the property, such as net operating income, leasing activity statistics, vacancy projections, renewal percentage, and rent collection rates. If the undiscounted cash flows expected to be generated by a property are less than its carrying amount, the Company determines the fair value of the property and an impairment loss would be recorded to write down the carrying amount of such property to its fair value. During the year ended December 31, 2022, the Company recognized impairment charges on Wells Fargo Center–South Tower’s investments in real estate of $111.1 million and intangible assets associated with this property of $1.0 million to reduce their carrying amounts to their estimated fair value. While there were no impairment charges on other properties in our portfolio during the year ended December 31, 2022, in light of the evolving office rental business environment and the slowdown in economic growth in the near term because of rising interest rates, decreases in our property valuations may lead to additional impairment charges in our portfolio in the near future. In comparison, during the same period in 2021, none of Brookfield DTLA’s real estate properties were impaired. See “Note 12 - Fair Value Measurements” for a detailed discussion of the factors that were considered when determining the fair value of Wells Fargo Center–South Tower.

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The Company’s investment in its unconsolidated real estate joint venture is also reviewed for impairment quarterly or ifwhen ~~events~~conditions orexist ~~changes~~that inmay ~~circumstances~~ indicate that the decrease in the carrying amount of ~~our~~the investment ~~might~~has ~~not~~occurred beand ~~recoverable~~is ~~using~~other ~~similar~~than ~~criteria~~temporary. Triggering asevents ~~its~~or ~~investments~~impairment inindicators for the Company’s unconsolidated real estate~~. An~~ ~~impairment~~joint ~~loss~~venture isinclude ~~measured~~its ~~based~~recurring onoperating ~~the~~losses, ~~excess~~and ofother ~~the~~events ~~carrying~~such ~~amount~~as ofsignificant anchanges ~~investment~~in ~~compared~~construction tocosts, ~~its~~ estimated ~~fair~~completion ~~value~~dates, intended holding periods, and other factors related to the Beaudry development. ~~Impairment~~Upon ~~analyses~~determination ~~are~~that ~~based~~an onother-than-temporary ~~current~~impairment ~~plans~~has occurred, ~~intended~~a ~~holding~~write-down ~~periods~~is ~~and~~recognized ~~information~~to ~~available~~reduce at the ~~time~~carrying amount of the ~~analyses~~investment ~~are~~to ~~prepared~~its estimated fair value. Based on its review, management concluded that Brookfield DTLA’s investment in its unconsolidated real estate joint venture was not impaired ~~during~~as ~~the~~of ~~years ended~~ December 31, ~~2021~~2022 and ~~2020~~2021.

Our future results may continue to be impacted by risks associated with the measures taken to combat the spread of the pandemic and the related global reduction in services, investments, commerce, and travel, which may result in a decrease in our cash flows and a potential increase in impairment losses and/or revaluations of our investments in real estate and unconsolidated real estate joint venture.

Cash and Cash Equivalents—

Cash and cash equivalents include cash, deposits with major commercial banks, and short-term investments with an original maturity of three months or less.

Restricted Cash—

Restricted cash consists primarily of deposits for leasing costs, tenant improvements and ~~leasing~~capital ~~commissions,~~expenditures; real estate taxes and insurance reserves, debt service reserves and other items as required by certain of the Company’s secured debt agreements. It also includes cash accounts controlled by loan administrative agents or lenders pursuant to cash sweep events associated with the loans secured by certain properties. See Note 65 — Secured Debts, Net for details.

Rents, Deferred Rents and Other Receivables, Net —

Deferred rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements. The Company offers various types of lease incentives to induce tenants to sign a lease, including free rent lease periods, and various allowances such as cash paid to tenants and for tenant improvements that are the assets of the tenants. The Company records these allowances as tenant inducements, which are included in rents, deferred rents and other receivables in the consolidated balance sheets and amortized as a reduction to lease income on a straight-line basis over the term of the related lease. See Note 43—“Rents, Deferred Rents and Other Receivables, Net.”

6774

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Under ~~Accounting Standards Codification (“~~ASC”) Topic 842, Leases, Brookfield DTLA must assess on an individual lease basis whether it is probable that the Company will collect the future lease payments throughout the term of the lease. The Company considers the tenant’s payment history and current credit status when assessing collectibility. If the collectibility of the lease payments is probable at lease commencement, the Company recognizes lease income over the term of the lease on a straight-line basis. During the term of the lease, Brookfield DTLA monitors the credit quality and any related material changes of our tenants by (i) reviewing financial statements of the tenants that are publicly available or that are required to be delivered to us pursuant to the applicable lease, (ii) monitoring news reports regarding our tenants and their respective businesses, ~~including the impact of the measures taken to combat the spread of the COVID-19 pandemic on the tenant’s business,~~ (iii) monitoring the tenant’s payment history and current credit status, and (iv) analyzing current economic trends, and reasonable and supportable forecasts of future economic conditions. When collectibility is not deemed probable at the lease commencement date, the Company’s lease income is constrained to the lesser of (i) the income that would have been recognized if collection were probable, or (ii) the lease payments that have been collected from the lessee. If the collectibility assessment changes to probable after the lease commencement date, any difference between the lease income that would have been recognized if collectibility had always been assessed as probable and the lease income recognized to date is recognized as a current-period adjustment to lease income. If the collectibility assessment changes to not probable after the lease commencement date, lease income is reversed to the extent that the lease payments that have been collected from the lessee are less than the lease income recognized to date. Changes to the collectibility of operating leases are recorded as adjustments to lease income in the consolidated statements of operations. As the result of our assessment of the collectibility of amounts due under leases with our tenants, the Company recognized a recovery (reduction) of lease income totaling $10.12 million ~~during the year ended December 31~~, ~~2021~~$1. ~~In comparison, during the year ended December~~1 ~~31,~~million ~~2020,~~and ~~the Company recognized a reduction in lease income totaling~~ $(8.4) million, ofrespectively, ~~which $4.8 million related to lease income from an affiliate of the Company. There was no write-off of lease receivables and lease income~~ during the ~~year~~years ended December 31, ~~2019~~2022, 2021 and 2020.

~~The Company~~Intangible ~~received~~Assets ~~certain rent relief requests for certain periods in 2020~~ and 2021 from many of our retail tenants and some of our office tenants as a result of the measures taken to combat the spread of the COVID-19 pandemic. Some of our tenants have availed themselves of various federal and state relief fundsLiabilities, such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Paycheck Protection Program, which can be utilized to partially meet rental obligations. While our tenants are required to fulfill their commitments to us under their leases, we have implemented and will continue to carefully consider temporary rent deferrals and rent abatements on a lease-by-lease basis and only consider those which have a justifiable financial basis. For leases with deferrals, the Company elected to account for the lease concessions as if they were part of the enforceable rights rather than as a modification. For leases with abatements, the Company accounted for the lease concessions on a lease-by-lease basis in accordance with the existing lease modification accounting framework. During the years ended December 31, 2021 and 2020, lease concessions granted to tenants did not have a significant impact on the Company’s consolidated financial statements. Net—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Intangibles Assets and Liabilities, Net—

Brookfield DTLA evaluates each acquisition of real estate to determine whether the integrated set of assets and activities meets the definition of a business and needs to be accounted for as a business combination. An acquisition of an integrated set of assets and activities that does not meet the definition of a business is accounted for as an asset acquisition. For acquisitions of real estates that are accounted for as business combinations, the Company allocates the acquisition consideration (excluding acquisition costs) to the assets acquired, liabilities assumed, noncontrolling interests, and any previously existing ownership interests at fair value as of the acquisition date. Acquired assets include tangible real estate assets consisting primarily of land, buildings, and tenant improvements, as well as identifiable intangible assets and liabilities, consisting primarily of acquired above- and below-market leases, in-place leases and tenant relationships.

The principal valuation technique employed by Brookfield DTLA in determining the fair value of identified assets acquired and liabilities assumed is the income approach, which is then compared to the cost approach. Tangible values for investments in real estate are calculated based on replacement costs for like-type quality assets. Above- and below-market lease values are determined by comparing in-place rents with current market rents. In‑place lease amounts are determined by calculating the potential lost revenue during the replacement of the current leases in place. Leasing commissions and legal/marketing fees are determined based upon market allowances pro-rated over the remaining lease terms. Loans assumed in an acquisition are analyzed using current market terms for similar debt.

The value of acquired above- and below-market leases are amortized and recorded as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income in the consolidated statements of operations over the remaining terms of the associated leases. The value of tenant relationships is amortized over the expected term of the relationship, which includes an estimated probability of lease renewal. The value of in-place leases is amortized as an expense over the remaining life of the leases. Amortization of tenant relationships and in‑place leases is included as part of depreciation and amortization in the consolidated statements of operations. 75

Deferred Charges, Net—

Deferred charges mainly include initial direct costs, primarily commissions related to the leasing of the Company’s office properties, and are stated net of accumulated amortization of $52.0 million and $45.7 million as of December 31, 2021 and 2020, respectively.

All leasing commissions paid for new or renewed leases are capitalized and deferred. Deferred leasing costs are amortized on a straight‑line basis over the initial fixed terms of the related leases as part of depreciation and amortization expense in the consolidated statements of operations. Costs to negotiate or arrange a lease, regardless of its outcome, such as tax or legal advice to negotiate lease terms, and lessor costs related to advertising or soliciting potential tenants, are expensed as incurred.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The value of acquired above- and below-market leases are amortized and recorded as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income in the consolidated statements of operations over the remaining terms of the associated leases. The value of tenant relationships is amortized as an expense over the expected term of the relationship, which includes an estimated probability of lease renewal. The value of in-place leases is amortized as an expense over the remaining life of the leases. Amortization of tenant relationships and in‑place leases is included as part of depreciation and amortization in the consolidated statements of operations.

Deferred Charges, Net—

Due From/To Affiliates—

Amounts due from/to affiliates consist of related party receivables from and payables due to affiliates of BPY and ~~BAM~~Brookfield Corporation, primarily related to lease income, parking ~~income~~revenue, and fees for property, development and asset management and other services. See Note 1413—“Related Party Transactions.”

Prepaid and Other Assets, Net—

Prepaid and other assets, net, mainly include ~~prepaid~~interest ~~insurance~~rate ~~and~~cap ~~real estate taxes~~contracts.

Secured Debt, Net—

Debt secured by our properties ~~are~~is presented in the consolidated balance sheets net of unamortized debt financing costs.

Debt financing costs totaling $76.58 million, $57.45 million and $5.34 million were amortized during the years ended December 31, ~~2021~~2022, ~~2020~~2021 and ~~2019~~2020, respectively, over the terms of the related loans using the effective interest method and are included as part of interest expense in the consolidated statements of operations. Any unamortized amounts remaining upon ~~the~~ early repayment of debt are written off, and the related costs and accumulated amortization are removed from the consolidated balance sheets.

~~Mezzanine Equity—~~76

Mezzanine equity in the consolidated balance sheets is comprised of the Series A preferred stock, a Series A-1 preferred interest, a senior participating preferred interest, and a Series B preferred interest (collectively, the “Preferred Interests”). The Series A-1 preferred interest, senior participating preferred interest and Series B preferred interest are held by a noncontrolling interest holder. The Preferred Interests are classified as mezzanine equity because they are callable, and the holder of the Series A-1 preferred interest, senior participating preferred interest, Series B preferred interest, and some of the Series A preferred stock indirectly controls the ability to elect to redeem such instruments, through its controlling interest in the Company and its subsidiaries. There is no commitment or obligation on the part of Brookfield DTLA or DTLA Holdings to redeem the Preferred Interests.

The Preferred Interests included within mezzanine equity were recorded at fair value on the date of issuance and have been adjusted to the greater of their carrying amount or redemption value as of December 31, 2021 and 2020. Adjustments to increase or decrease the carrying amount to redemption value are recorded in the consolidated statements of operations as redemption measurement adjustments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Mezzanine Equity—

The Preferred Interests included within mezzanine equity were recorded at fair value on the date of issuance and have been adjusted to the greater of their carrying amount or redemption value as of each reporting period. Adjustments to increase or decrease the carrying amount to redemption value are recorded in the consolidated statements of operations as redemption measurement adjustments.

Revenue Recognition—

Lease Income—

Brookfield DTLA’s lease income primarily represents revenue related to agreements for rental of our investments in real estate, subject to ASC Topic 842, Leases. All of the leases in which the Company is the lessor are classified as operating leases. The Company’s leases do not have guarantees of residual value of the underlying assets. We manage risk associated with the residual value of our leased assets by carefully selecting our tenants and monitoring their credit quality throughout their respective lease terms. Upon the expiration or termination of a lease, the Company often has the ability to re-lease the space with an existing tenant or to a new tenant within a reasonable amount of time.

The Company’s lease income is comprised of variable payments including fixed and contingent rental payments and tenant recoveries. Fixed contractual payments from the Company’s leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of lease income recognized during the period. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises.

Certain leases with retail tenants also provide for the payment by the lessee of additional rent based on a percentage of the tenant’s sales. Percentage rents are recognized as lease income in the consolidated statements of operations only after the tenant sales thresholds have been achieved.

Tenant recoveries, including reimbursements of utilities, repairs and maintenance, common area expenses, real estate taxes and insurance, and other operating expenses, are recognized as part of lease income in the consolidated statements of operations in the period when the applicable expenses are incurred and the tenant’s obligation to reimburse us arises.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Some of the Company’s leases have termination options that allow the tenant to terminate the lease prior to the end of the lease term under certain circumstances. Termination options generally become effective half way or further into the original lease term and require advance notification from the tenant and payment of a termination fee that reimburses the Company for a portion of the remaining rent under the original lease term and the undepreciated lease inception costs such as commissions, tenant improvements and lease incentives. Termination fees are recognized as part of lease income in the consolidated statements of operations at the later of when the tenant has vacated the space or the lease has expired, a fully executed lease termination agreement has been delivered to the Company, the amount of the fee is determinable and collectability of the fee is reasonably assured.

Parking Revenue—

Parking revenue is recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers, when the services are provided and the performance obligations are satisfied, which normally occurs at a point in time.

71Income Taxes—

Brookfield DTLA has elected to be taxed as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts its operations with the intent to continue to qualify as a REIT. Accordingly, Brookfield DTLA is not subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to its stockholders, if any, that generally equal or exceed its taxable income.

Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). A TRS is permitted to engage in activities that a REIT cannot engage in directly, such as performing non‑customary services for the Company’s tenants, holding assets that the Company cannot hold directly and conducting certain affiliate transactions. A TRS is subject to both federal and state income taxes. During the years ended December 31, 2022, 2021 and 2020, the Company’s various TRS recorded income tax expenses of $0.4 million, $0.4 million and $0.8 million respectively.

As of December 31, 2022 and 2021, Brookfield DTLA had net operating loss carryforwards (“NOLs”) totaling $474.0 million and $406.4 million, respectively. The NOLs generated prior to January 1, 2018 will begin to expire in 2033, while NOLs generated in tax years beginning January 1, 2018 or later have an indefinite carryforward period. Brookfield DTLA does not expect to utilize these NOLs and as a result, no deferred tax assets have been established as of December 31, 2022 and 2021.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Income Taxes—

Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). A TRS is permitted to engage in activities that a REIT cannot engage in directly, such as performing non‑customary services for the Company’s tenants, holding assets that the Company cannot hold directly and conducting certain affiliate transactions. A TRS is subject to both federal and state income taxes. The Company’s various TRS did not have significant tax provisions or deferred income taxes during the years ended December 31, 2021, 2020 and 2019.

As of December 31, 2021 and 2020, Brookfield DTLA had net operating loss carryforwards (“NOLs”) totaling $406.4 million and $348.8 million, respectively. The NOLs generated prior to January 1, 2018 will begin to expire in 2033, while NOLs generated in tax years beginning January 1, 2018 or later have an indefinite carryforward period. A valuation allowance fully offsets the NOLs and as a result, no deferred tax assets have been established as of December 31, 2021 and 2020.

Uncertain Tax Positions—

Brookfield DTLA recognizes tax benefits from uncertain tax positions when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold. Brookfield DTLA has no unrecognized tax benefits as of December 31, ~~2021~~2022 and ~~2020~~2021, and does not expect its unrecognized tax benefits balance to change during the next 12 months. As of December 31, ~~2021~~2022, Brookfield DTLA’s ~~2017,~~ 2018, 2019, 2020 and ~~2020~~2021 tax years remain open under the normal statute of limitations and may be subject to examination by federal, state and/or local authorities.

Derivative Financial Instruments—

Brookfield DTLA uses interest rate swap and cap contracts to manage interest rate fluctuation risk by limiting the impact of changes in LIBOR and SOFR on certain of its debt. Interest rate swaps involve the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. Interest rate caps involve the receipt of variable-rate amounts beyond a specified strike price over the life of the agreements without exchange of the underlying principal amount. The Company believes these contracts are with counterparties who are creditworthy financial institutions.

72At the inception of the contracts, Brookfield DTLA designates its interest rate swap contracts as cash flow hedges and documents the relationship of the hedge to the underlying transaction. Hedge effectiveness is assessed at inception and throughout the life of the hedge to ensure the hedge qualifies for hedge accounting. Changes in fair value associated with hedge ineffectiveness, if any, are recorded as part of interest expense in the consolidated statements of operations. Changes in fair value of cash flow hedge derivative financial instruments are deferred and recorded as part of accumulated other comprehensive loss in the consolidated statements of stockholders’ deficit until the underlying transaction affects earnings. In the event that an anticipated transaction is no longer likely to occur, the Company recognizes the change in fair value of the derivative financial instrument in the consolidated statement of operations in the period the determination is made. Interest rate swap assets are included in prepaid and other assets, net and interest rate swap liabilities are included in accounts payable and other liabilities in the consolidated balance sheets. In September 2020, in conjunction with the extinguishment of our loans that previously encumbered EY Plaza, the Company terminated the related LIBOR-based interest rate swap contracts.

Additionally, Brookfield DTLA uses interest rate cap contracts to limit impact of changes in LIBOR on certain of its debt. The Company does not elect hedge accounting for these contracts, and as such, changes in fair value are recorded in the period of change as part of other expenses in the consolidated statements of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

At the inception of the contracts, Brookfield DTLA designates its interest rate swap contracts as cash flow hedges and documents the relationship of the hedge to the underlying transaction. Hedge effectiveness is assessed at inception and throughout the life of the hedge to ensure the hedge qualifies for hedge accounting. Changes in fair value associated with hedge ineffectiveness, if any, are recorded as part of interest expense in the consolidated statements of operations. Changes in fair value of cash flow hedge derivative financial instruments are deferred and recorded as part of accumulated other comprehensive loss in the consolidated statements of stockholders’ deficit until the underlying transaction affects earnings. In the event that an anticipated transaction is no longer likely to occur, the Company recognizes the change in fair value of the derivative financial instrument in the consolidated statement of operations in the period the determination is made. Interest rate swap assets are included in prepaid and other assets, net and interest rate swap liabilities are included in accounts payable and other liabilities in the consolidated balance sheets. In September 2020, in conjunction with the extinguishment of our loans that previously encumbered EY Plaza, the Company terminated the related LIBOR-based interest rate swap contracts. As of December 31, 2020, Brookfield DTLA no longer had any interest rate swap contracts.

Additionally, Brookfield DTLA uses interest rate cap contracts to limit impact of changes in LIBOR on certain of its debt. The Company does not use hedge accounting for these contracts, and as such, changes in fair value are recorded in the period of change as part of other expenses in the consolidated statements of operations.

Other Financial Instruments—

Brookfield DTLA’s other financial instruments that are exposed to concentrations of credit risk consist primarily of cash and lease receivables. Brookfield DTLA assesses collectibility of lease receivables by monitoring the credit quality and any related material changes of our tenants. This involves (i) reviewing financial statements of the tenants that are publicly available or that are required to be delivered to us pursuant to the applicable lease, (ii) monitoring news reports regarding our tenants and their respective businesses, (iii) monitoring the tenant’s payment history and current credit status, and (iv) analyzing current economic trends. As a consequence, management believes that its lease receivable credit risk exposure is limited. Brookfield DTLA places its temporary cash investments with federally insured institutions. Cash balances with any one institution may at times be in excess of the federally insured limits.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Fair Value Measurements—

Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis, such as interest rate swaps and cap contracts. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired long-lived assets such as investments in real estate and unconsolidated real estate joint venture). Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date and, in many cases, requires management to make a number of significant judgments. Based on the observable inputs used in the valuation techniques, Brookfield DTLA classifies its assets and liabilities measured and disclosed at fair value in accordance with a three-level hierarchy (i.e., Level 1, Level 2 and Level 3) established under ASC Topic 820, Fair Value Measurement.

The Company estimates the fair value of its debt by calculating the credit-adjusted present value of principal and interest payments for each loan. The calculation incorporates observable market interest rates, which management considers to be Level 2 inputs, assumes that each loan will be outstanding until maturity, and excludes any options to extend the maturity date of the loan available per the terms of the loan agreement, if any. See Note 1211—“Financial Instruments.”

~~Recently Issued Accounting Literature~~80

New Accounting Pronouncements Adopted

There have been no new accounting pronouncements adopted during the year ended December 31, 2021.

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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Recently Issued Accounting Literature

New Accounting Pronouncements Adopted

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides accounting relief from the future impact of the cessation of LIBOR by, among other things, providing optional expedients to treat contract modifications resulting from such reference rate reform as a continuation of the existing contract and for hedging relationships to not be de-designated resulting from such changes provided certain criteria are met. The guidance is effective beginning on March 12, 2020, and we may elect to apply the amendments prospectively through December 31, 2022 (the “sunset date”). In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modifications made on or before December 31, 2022 (the “sunset date”). The Company adopted ASU 2020-04 and ASU 2021-01 on a prospective basis on January 1, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which defers the sunset date of ASC 848, Reference Rate Reform, from December 31, 2022 to December 31, 2024. ASU 2022-06 is effective immediately for all entities. At the time of adoption, the guidance did not have a material impact on the Company’s consolidated financial statements. The Company will continue to track the exposure as of each reporting period and to assess the impact as the reference rate transition occurs through the cessation of LIBOR.

Accounting Pronouncements Issued But Not Yet Adopted

InThe ~~March~~Company ~~2020,~~does ~~the~~not ~~Financial~~anticipate ~~Accounting~~any ~~Standards~~recently ~~Board (“FASB”)~~ issued ~~Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides~~ accounting ~~relief~~standards ~~from~~pronouncements ~~the future impact of the cessation of LIBOR by, among other things, providing optional expedients~~ to ~~treat~~have ~~contract modifications resulting from such reference rate reform as~~ a ~~continuation~~significant ofimpact ~~the existing contract and for hedging relationships to not be de-designated resulting from such changes provided certain criteria are met. The guidance is effective beginning~~ on ~~March 12, 2020, and we may elect to apply~~ the ~~amendments~~consolidated ~~prospectively~~financial ~~through~~position December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or ~~contract~~results ~~price alignment that is modified as a result~~ of ~~reference~~operations rate reform. ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modifications made on or before December 31, 2022. The Company’s variable debt and interest rate cap contracts currently reference LIBOR. The Company is currently in ~~the~~these process of identifying its LIBOR-based contracts that will be impacted by the cessation of LIBOR, incorporating fallback language in negotiated contracts and incorporating non-LIBOR reference rate and/or ~~fallback~~future language in new contracts to prepare for these changes. Notwithstanding these efforts, the Company expects to utilize the optional expedients provided by ASU 2020-04 for debt contracts left unmodified. In addition, the fair value of interest rate cap contracts was de minimis as of December 31, 2021 and the Company does not use hedge accounting for these contracts. As such, we do not expect the adoption of ASU 2020-04 and 2021-01 to have a material effect on the Company’s consolidated financial statements.

Segment Reporting

Brookfield DTLA currently operates as one reportable segment, which includes the operation and management of its six commercial office properties and one retail property. Each of Brookfield DTLA’s properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. Management does not distinguish or group Brookfield DTLA’s consolidated operations based on geography, size or type. Brookfield DTLA’s properties have similar economic characteristics and provide similar products and services to tenants. As a result, Brookfield DTLA’s properties are aggregated into a single reportable segment.

Management also views the unconsolidated real estate joint venture, Fund IV, as a separate operating segment. This joint venture engages in the development of the multifamily residential real estate property, 755 South Figueroa, which has different economic characteristics compared to commercial office and retail properties described above. The progress of the development project, funding requirements, projected returns and other discrete financial information of the joint venture are regularly reviewed by management to assess performance. However, since this joint venture is not considered material to the overall results of the Company, it is not a reportable segment.81

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~Note 3—Investment~~Management also views the unconsolidated real estate joint venture, Fund IV, as a separate operating segment. This joint venture engages in ~~Unconsolidated~~the ~~Real~~development ~~Estate~~of ~~Joint~~the ~~Venture~~multifamily residential real estate property, Beaudry, which has different economic characteristics compared to commercial office and retail properties described above. The progress of the development project, funding requirements, projected returns and other discrete financial information of the joint venture are regularly reviewed by management to assess performance. However, since this joint venture is not considered material to the overall results of the Company, it is not a reportable segment.

~~On May~~Note 313—Rents, ~~2019,~~Deferred ~~Fund~~Rents ~~II entered into an agreement to contribute~~ and ~~transfer~~Other ~~all of its wholly‑owned interests in Brookfield DTLA 4050/755 Inc.~~Receivables, the indirect property owner of 755 South Figueroa, a residential development property, in exchange for noncontrolling interests in a newly formed joint venture with DTLA FP IV Holdings (the “Existing Agreement”). Net

During the year ended December 31, 2019, the Company recognized a gain from derecognition of assets in the consolidated statements of operations representing the difference between the amount of consideration measured and allocated to the assets and their carrying amount as follows:

Consideration			$	45,000
Investments in real estate, net	$	20,139
Cash and cash equivalents	73
Prepaid and other assets	11
Carrying amount			20,223
Gain from derecognition of assets			$	24,777

The consideration allocated to the assets contributed to the joint venture by Fund II increased by $9.8 million during the three months ended December 31, 2019 as a result of an amendment to the Existing Agreement. As of December 31, 2019, the Company’s ownership interest in the joint venture was 55.8%. During the year ended December 31, 2020, DTLA FP IV Holdings made additional cash contributions of $13.6 million to the joint venture, which reduced the Company’s ownership interest in the joint venture to 47.8%. During the year ended December 31, 2021, DTLA FP IV Holdings made additional cash contributions of $39.8 million to the joint venture, which further reduced the Company’s ownership interest in the joint venture to 33.6%.

Note 4—Rents, Deferred Rents and Other Receivables, Net

Brookfield DTLA’s rents, deferred rents and other receivables are comprised of the following:

	As of December 31,
	2021		2020
	2022		2021
Straight-line and other deferred rents	$	~~108~~114,~~913~~414	$	~~109~~108,~~196~~913
Tenant inducements receivable	2831,~~445~~689		3328,~~280~~445
Tenant receivables	32,~~316~~406		53,~~057~~316
Other receivables	~~362~~1,588		~~2,079~~362
Rents, deferred rents and other receivables, gross	~~141~~150,~~036~~097		~~149~~141,~~612~~036
Less: accumulated amortization of tenant inducements	1514,~~411~~650		15,~~973~~411
Rents, deferred rents and other receivables, net	$	~~125~~135,~~625~~447	$	~~133~~125,~~639~~625

76See Note 2 “Basis of Presentation and Summary of Significant Accounting Policies — Significant Accounting Policies — Rents, Deferred Rents and Other Receivables, Net” for a discussion of assessments regarding the collectibility of rents and deferred rent receivables and related adjustments made during the year ended December 31, 2022, 2021 and 2020.

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Filing Compare · Brookfield DTLA Fund Office Trust Investor Inc.