BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC. (Exact Name of Registrant As Specified in Its Charter)

Table of Contents 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, 2020 or ☐ 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 (I.R.S. Employer Identification No.) incorporation or organization) 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: Trading Title of each class Symbol(s) Name of each exchange on which registered 7.625% Series A Cumulative Redeemable DTLA-P New York Stock Exchange Preferred Stock, $0.01 par value per share 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. ☐ 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, 2020 was $0. There is no established trading market for the registrant’s shares of common equity. As of March 19, 2021, 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, 2020 TABLE OF CONTENTS Page PART I Item 1. Business. 3 Item 1A. Risk Factors. 7 Item 1B. Unresolved Staff Comments. 21 Item 2. Properties. 21 Item 3. Legal Proceedings. 25 Item 4. Mine Safety Disclosures. 25 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters 26 and Issuer Purchases of Equity Securities. Item 7. Management’s Discussion and Analysis of Financial Condition 27 and Results of Operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 50 Item 8. Financial Statements and Supplementary Data. 51 Item 9. Changes in and Disagreements With Accountants on Accounting 104 and Financial Disclosure. Item 9A. Controls and Procedures. 104 Item 9B. Other Information. 105 PART III Item 10. Directors, Executive Officers and Corporate Governance. 105 Item 11. Executive Compensation. 109 Item 12. Security Ownership of Certain Beneficial Owners and Management 112 and Related Stockholder Matters. Item 13. Certain Relationships and Related Transactions, and 112 Director Independence. Item 14. Principal Accounting Fees and Services. 115 PART IV Item 15. Exhibits, Financial Statement Schedules. 116 Item 16. Form 10-K Summary. 127 Signatures 128 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 the potential future impact of the novel strain of coronavirus (“COVID-19”) pandemic, 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 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. In particular, in the near term, we expect to be impacted by the COVID-19 pandemic, which has interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial markets, resulting in uncertainty in equity prices, increased interest spreads and lower interest rates; impacted social conditions; and adversely impacted local, regional, national and international economic conditions, as well as the labor markets. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: • 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 in the regions in which Brookfield DTLA or any of its subsidiaries does business, including as a result of the shutdown of all nonessential services, such as dine-in restaurants, bars, gyms and conference or convention centers, and other businesses not deemed to support critical infrastructure; • The ability to enter into new leases or renew leases on favorable terms; • Business competition; • Dependence on tenants’ financial condition; • 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; 1 • 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; • The possible impact of international conflicts and other developments, including terrorist acts; • Potential environmental liabilities; • Changes in tax laws and other tax-related risks; • Dependence on management personnel; • Illiquidity of investments in real estate; • Operational and reputational risks; • 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

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