Welcome to Brookfield Homes Corporation conference call and webcast to present the company’s third quarter 2008 results to shareholders. (Operator Instructions). At this time, I’d like to turn the conference over to Mr. Ian Cockwell, President and Chief Executive Officer.

Good afternoon ladies and gentlemen and thank you for joining us today for Brookfield Homes’ third quarter conference call. Before we continue, please note that in talking about our financial performance and responding to questions, we may make forward-looking statements. Forward-looking statements are subject to known and unknown risks and results may differ materially. For further information on such factors and risks I would encourage you to see Brookfield Homes’ SEC filings and the full text relating to forward-looking statements in our Form 10-K and 10-Q’s which are posted on our website. We’ve also posted a supplementary information package on the website under the Investor Relations section under reports and presentations. It provides details of operations and other key measures of performance. Joining me for the call today are Paul Kerrigan our Chief Financial Officer and Linda Northwood our Director of Investor Relations. I will start today’s agenda and then turn the call over to Paul who will review our performance for the third quarter. Recent challenges in the overall economy and the credit markets have led to further increases in foreclosures, job losses, and declining consumer confidence. However, housing affordability and September year-over-year sales of existing homes did improve. Brookfield Homes sale phase during the third quarter 2008 increase when compared to the same period in 2007. Our focus on monetizing our inventory of developed lots continues with the visibility achieving $100 million of operating cash flow for 2008 being now dependent mainly on home closing backlog. Given our current level of finished locked inventory, we have not invested any significant amounts in developing any type of land we own and will in the interim be using the operating cash flow to repay debt. A number of larger land development projects in California and Nevada have faced debt repayment issues, and in this regard, we see new sources of capital coming into the market to acquire this swift land opportunity. We are still unaware of any major land transactions that have closed in our markets, and at this stage, the sources of debt or capital are reassessing what is available in the market. Our management skills in entitling and developing land continue to be sought after by those of which enter the market or wanting to monetize or add to the value of land assets they may now own. Our business model of adding value at each phase of the land development process enables us to participate in enhancing value for either land owners or financial holders of land. The fundamental shift of economic ownership in land assets should work itself through the markets over the next 12 to 18 months, and we are aligning ourselves to participate in these changes in ownership. I’d now like to turn the call over to Paul, who will discuss our financial performance for the quarter ended September 30, 2008.

For the quarter ended September 30, 2008, Brookfield Homes reported a net loss of $26 million or $0.95 per share. For the same period in 2007, net income was $2 million or $0.06 per share, of which $25 million or $0.93 per share was from a reversal of an income tax liability. The loss before taxes for the three months ended September 30th was $41 million compared to $38 million for the same period last year. The decline is primarily due to the company’s gross margin on its housing and land revenue decreasing by $9 million before impairments. This is primarily the result of a decline in the gross margin to 11% from 18% as a result of higher incentives and/or lower home selling prices. In offsetting this decrease in the gross margin was a change in the mark-to-market expense on interest rate contracts of $5 million and lower impairments of $1 million. In regards to impairments, the company recorded impairments of $27 million during the three months ended September 30, 2008, on 709 owned lots and write-offs of auction deposit of $5 million on 606 auction lots compared to $34 million of impairments on 555 owned lots during the same period in 2007. In addition, during the three months ended September 30th, the company reported a $9 million impairment of an investment in a equity kind of joint venture located in the Inland Empire of California compared to a $7 million impairment for the same period last year. For the third quarter of 2008, we closed 184 homes and 22 lots for a total of 206 home and lot closings. This compares to a total of 200 home and lot closing for the same period last year. Our housing revenue totaled $107 million for the three months ended September…

United States housing industry remains weak with the impact in recent months with the credit crisis spreading and further job losses. As a result, consumer confidence has declined and has kept many potential buyers from taking advantage of lower home prices. In addition, there are fewer mortgage products and tougher lending criteria leading to difficulties in obtaining financing for the purchase of a home. Having said that, home buyers are being assisted in obtaining financing through the increasing role of trading banks in the mortgage markets. Despite these conditions, the company believes there is a pent-up demand in certain markets as evidenced by increased traffic in the third quarter which resulted in more home closing and net new orders. However, if negative market conditions prevail, the company anticipates that increasing foreclosures and job losses could offset this pent-up demand. Unfortunately, the company cannot predict the markets and when the markets will stabilize. However, the focus remains of monetizing the current inventory of lots ready for home construction. I will now turn the call back to the operator who will moderate questions.

(Operator Instructions). Our first question today comes from Alex Barron of the Agency Trading Group.

Best of luck on your next endeavors, Paul. I wanted to ask, looking at the trend I guess in your debt as it pertains to project-specific financing and the line of credit with Brookfield Asset Management, I’m just kind of wondering, what are the requirements the banks have at this point today, are they basically just requiring a certain pay-down per quarter that’s relatively fixed or is it based on the number of deliveries, and also how far is this going to go, is Brookfield eventually going to end up replacing the debt you guys have currently outstanding with the banks?

I think as a general consideration, we think we got certainly many financeable assets with third party financing. We said we have 3000 fully developed lots in good locations, so certainly we do not expect Brookfield Asset Management to finance the company in total. The answer for your first question, we are not on a regular payment plan with the banks. It’s been business as usual and that’s the majority of our repayments are coming through as we close homes. If certain assets get appraised and we have certain sort of requirements to normalize a particular loan, we’ve been doing that also, but business as a relation to the finance haven’t changed at all from that perspective.

My second question had to do with prior impairments on your gross margins, do you guys have some kind of number of how much benefit you received from prior impairments on your gross margins this quarter?

I don’t have that number. I can certainly get it for you.

Third question, down-payment assistance, do you have the number or percentage of your closings this quarter that received down-payment assistance?

We don’t have the number readily available, but where we do see that and have felt the impact certainly is in our Virginia operations, down in some markets for sure, but the biggest impact there is clearly in our Virginia operations.

And have you guys come up with any alternative incentive or anything to try to replace now that the down-payment is gone?

The number of down-payment assistance programs or sales that we had was not that material and I think we’re just looking as to whether there are other opportunities where those individuals would have taken the benefit of them to finance their houses.

Our next question comes from Joel Locker of FBN Securities.

Just wanted to get what you’re looking, for community count going into ’09, you felt pretty steady around 32 on a consolidated basis, do you expect that going forward or do you expect that just to come down?

Generally speaking, Joel, to answer your question, in that range of 30 to 35 again, when we relate to the fully developed lots we have, almost 3000 lots, there’s that number of communities certainly for the full year of 2009.

So that won’t come down much at all?

Don’t expect it to.

And just on the lot sales, obviously you guys would probably want to be selling more lots, but do you have any slated for the fourth quarter? I guess a year ago, the fourth quarter had a significant amount.

The year ago fourth quarter lot sales would have been lots that were sold into joint venture with CalSTRS, that is significant. We are continually looking at where there are opportunities to trade lots and have an economic interest in a certain number of lots but being able to withdraw capital, and the situation in the month of September is quite different to what has transpired in the first 3 or 4 weeks of October, or the month of October. At this stage, our projections, we’re not building in anticipation of any meaningful lot sales. Lots are still being, where we have projects especially in the coastal area, people have been very interested in the lots, and from that aspect, yes there could be lot sales in the fourth quarter.

On the $3.3 million of land revenues for the third quarter, was there any profit in that or was that a break-even or loss?

It’s nominal in nature, but we did book profits of around $0.5 million.

We have a followup question at this time from Alex Barron of the Agency Trading Group.

I was wondering if you guys have like a count of how many communities have been impaired to date, like either a counter or percentage?

I must confess we don’t really track that to be frank with you.

I think where the impairments have principally been is the Riverside, Central Valley where we’ve had options that we walked away from, and then in our Virginia operations.

My other question was did you guys give out the number of specifics that you have finished and under construction?

In terms of unsold inventories, is that what you’re saying?

Yes.

At this stage, Alex, we started the year with a significant number of unsold. We generally worked that through the system and it’s in the range of 100 units.

Only 100 are unsold right now?

Yes, right.

And my last question, as it pertains to joint ventures, can you give us some rough idea of what the age of that land is, and what state is it in right now, is it fairly undeveloped still or mostly finished lots or what percentage of those JVs are finished right now and when did you approximately buy most of that land?

The joint ventures within the Virginia area, we have one which is under development and this land would have been acquired in 2003-2004. We have another one which we have not commenced development and that would be in the same timeframe of acquisition, and as a joint venture, we have got one that is under housing development in the Y.

So, you only have 3?

The smaller ones, not much material ones.

Our next question comes from Ted Crawford of Maple Leaf Partners

The $275 million facility you have with Brookfield Asset Management, I believe that comes to you next September, is that correct?

That’s correct.

Do you anticipate being able to refinance that, have they given you any indication that they would do that?

Over the next, whether it’s 3 or 6 months, we’re looking in these current market conditions what is the appropriate capitalization. I think from the support having been provided and Brookfield Asset Management has increased their facility to $300 million, and they gave no indication that this support is not continuing into the future as well.

On the project finance, I believe there was a net debt to cap covenant there of 65%, it sounds like you may be in violation there, is that correct?

We have in past conference calls, that net debt covenant calculation is at the level of Brookfield Homes Holdings Inc., which is a 100% owned subsidiary of Brookfield Homes Corporation, and the debt-to-equity ratio at that level is considerably better than the 67%.

Do you know what it is off-hand or roughly?

Less than 50%.

Our next question comes from Eric Simon, private investor.

Is Brookfield involved with mortgage partnership still or are they being consolidated, and if still, is there any income still being produced in those ventures?

Eric, the question is do we still invest in mortgage partnerships?

Mortgage partnership for your divisions.

Generally speaking, our involvement with mortgages in terms of the lenders is we will refer a customer to a mortgage lender and then collect a fee. We have not had mortgage partnership in regards to taking any mortgage exposure in the past nor do we currently.

In where the land joint ventures partnered with other organizations that may have gone in for Chapter 11, are those land ventures still proceeding forward with entitlements and value add? Or are they being held back because of the partners’ Chapter 11?

Our attitude towards any of our assets is to continue to add value as to whether it’s entitlements, whether it’s relating to the aspects with regards to cost control, and that’s where the joint venture partners are in Chapter 11, not sure what you’re specifically referring to, but we’re more focussed and would continue to focus on whether our assets are within a venture or we own it directly is are we adding value to those assets.

We have a followup question from Joel Locker of FBN Securities.

Just wanted to follow up on the credit revolver and the project financing, what interest rates are you currently paying on both those lines?

The prime based, LIBOR plus ranging from 195 to 225.

And that’s on both facilities? Each separately, the credit revolver and the project financing?

I gave you project financing. The bank credit facility is LIBOR plus 300.

Do you have a number for land spend for the first three quarters and the third quarter?

It’s approximately $40 million for the year, year-to-date.

On the minority interest, you received a $4 million gain, do you have a breakdown of that? It comes from the divisional.

What it effectively is as you know our minority interest is mainly comprised of the investment that our business group presidents own it within their divisions. So if we take the $40 million in pyramids, the average investment is around 10%, so that’s recapturing $4 million of that amount.

Then following up on the sale phase was pretty good in the third quarter, about 5 per community, do you see that continuing in the fourth quarter or with the credit crisis tightening and the DPA going away, is that going to be hard to attain, the 5 per community rate?

I think what we’ve seen over the last 3 years, we’ve seen a lot of stops and starts, and good months and not-so-good months. It’s fair to say that since the markets have certainly changed in the last 3 or 4 weeks, so we’ve definitely seen some slow weeks in the month of October, but now that we’ve been this for 3 years, we’ve definitely seen it before.

Have you seen like, in October, one per community or a little more for the month?

It varies community to community and business group to business group, but certainly to get to the 130 sales, 140 sales for the fourth quarter, if November is as slow as October, it’s going to be a challenge.

Our next question comes from Ronald Redfield of Redfield, Blonsky & Co.

On the amount due band, which LIBOR are you using please?

The 30-day LIBOR rate.

The balance was 272 at quarter end, can you please tell us the balance as of right now?

May be 280.

And do you pay them in cash or in kind on the interest?

We pay them in cash.

If you don’t mind me asking, just say no comment, is there a business reason that, Paul, you’re leaving, were there any disputes with auditors or disputes internally from any accounting or operational areas?

Yes. I can answer that question. I can say absolutely not.

Are you retiring? Can you go further on the personal reasons or leave it at that?

It’s a personal reason, so I’ll leave it at that.

We have an additional question from Alex Barron at the Agency Trading Group.

Many other builders have taken an allowance against their deferred tax asset and I noticed that you guys don’t have, I believe, E & Y as your auditor, I was wondering if that’s something that might be potentially coming up in the future, and if so, what is the criteria that the auditors are using to determine whether you need to take one or not?

I think the criteria, Alex, is similar to the other builders and it’s for the period of time when you have taxable income. We definitely don’t see it as an issue today and we would expect we would have taxable income in 2009, but it could possibly be something that we could address towards the end of next year.

And another question I had was, can you give us some guidance or idea what’s happening to your margins and your backlog, I mean, are they going to be similar to what you did next quarter or are they starting to come down because of...

The margin and the backlog again are in that range of 10% to 12%.

There are no further questions at this time. I will turn the conference back to Mr. Cockwell for any closing comments.

Just in conclusion, I’d just like to say that board of directors, all the colleagues at Brookfield Homes, and I thank Paul for his dedication to Brookfield Homes over the past 12 years, and we all wish him well as a number of you have in his future endeavours, and I thank you all for the time this afternoon and look forward to your participation on future conference calls. Thank you all.

Ladies and gentlemen, this concludes today’s conference call. You may now disconnect your phone lines. Thank you for participating and have a pleasant day.