Hello. This is the [Corastar] conference operator. Welcome to the Brookfield Homes Corporation conference call and webcast to present the company’s fourth quarter and year-end 2008 results to shareholders. (Operator Instructions) At this time, I would like to turn the conference over to Mr. Ian Cockwell, President and Chief Executive Officer. Please go ahead.

Good afternoon ladies and gentlemen and thank you for joining us today for Brookfield Homes fourth 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 or 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-Qs which are posted on our website. We have 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 Craig Laurie, 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 Craig, who will review our performance for the fourth quarter. With regards to our operations, 2008 was another very challenging year for the housing industry as the downturn in the housing market intensified. Some foreclosures and lack of financing for homebuyers resulted in continued high inventories of new and resale homes and a sharp decline in new home deliveries. The current supply on resale and new home far exceeds demand, and even though annual single-family new home production has dropped below 600,000 units, we do not anticipate that overall equilibrium between housing supply and demand will be reached in 2009. This continuing imbalance, as well as the disruption in credit markets and uncertain economic outlook, has led to continued weak consumer confidence, a critical factor for home sales. As many home builders continue to migrate to manufacturing platform, land development in our markets is minimal and the lot supply for new home production is declining. This is leading to a fundamental shift in the ownership and future development of lots. We continue to position ourselves to participate in the increased demand for lots as the longer term demand for new homes returns, based on the fundamentals of population growth and the need for replacement housing. Over the past two years we have attempted to differentiate ourselves in the industry and have responded to the challenging market conditions, having achieved the following. Our operations have maintained a focus on controlling un-entitled land assets, with limited capital at risk and creating value through entitling the land. And despite the severity of the housing downturn and having had to address a number of shorter term operational challenges, we have continued our longer term strategic focus on enhancing the value of our land and projects. I would now like to turn the call over to Craig, who will discuss our financial performance for the year ended December 31, 2008.

Thank you Ian and good afternoon. For the year ended December 31, 2008 our net loss was $116 million or $4.33 per share compared to net income of $16 million for the comparable period in 2007. The decrease in net income was due to continued challenging market conditions in all of our markets which resulted in impairment charges and write-downs on our housing and land assets; an 11% decrease in home closings; and a reduction in our 2008 gross margin to 13% from 17% in 2007. Also included in the decrease in our 2008 net income was an expense of $19 million related to interest rate swaps compared to $8 million in 2007. The company reported impairments of $97 million on 2,326 owned lots located primarily in the Inland Empire California and Washington, D.C. area; as well $18 million in the write-off of option deposits on lots located in California and Washington, D.C. area; and $38 million on investments in equity accounted joint ventures. Turning to our unit activity in 2008, we closed 750 homes and 616 lots for a total of 1,366 home and lot closings. This compares to a total of 2,167 home and lot closings in 2007. Other revenue totaled $415 million compared to $541 in 2007. The decrease in housing revenue is primarily due to 89 fewer home closings during 2008 when compared to 2007, and the decrease in the average selling price to $562,000 compared to $662,000 in 2007. Gross margin on housing revenues for 2008 was $52 million or 13% compared with $92 million or 17% for the year ended 2007. For the year ended December 31, 2008, land revenues were $34 million and include the sale of 616 owned lots. The gross margin related to lot sales for the year was a loss…

Thank you Craig. As our assets are largely located in geographic areas with a constrained supply of lots and which have demonstrated strong economic characteristics over the long term, in 2009 we plan to achieve the following; further strength in our balance sheet upon the completion of the rights offering; continued to monetize our inventory of 3,000 developed lots. In addition, we do not expect to invest significantly in the development of new lots until we have meaningfully reduced our current inventories. Continue to entitle and advance the entitlement of our auctioned lots, which will provide visibility on future cash flow. Our goal is to entitle 1,500 lots during 2009 and 2010. Increase the lots we control in strategic market areas near where we have developed a strong reputation and relationship within the community; continue to meet the challenges presented in the market and position ourselves to return to profitability; and with these factors in mind, we are targeting approximately $120 million of operating cash flow in 2009. We plan to utilize this capital to reduce debt or capitalize on opportunities that arise from the current distressed market environment. In closing, I’d like to thank our shareholders and lenders for their support and all our employees for their continued dedication to creating value during these challenging times. I’ll now turn the call back to the operator, who will moderate questions.

Thank you sir. (Operator Instructions) Your first question comes from Alex Barron - Agency Trading Group.

I wanted to ask you about your land sales this quarter. I get an average price of about $41,000. I guess my first question is can you talk about where those land sales occurred? And second are they comparable to similar lots to what you sold in the previous three quarters?

Alex, it’s Ian. The lot sales are in Southwest Riverside and I think you’re aware what has transpired within Southwest Riverside. And no, this is the first time that we’ve sold lots in that area and it’s not comparable with previous quarters.

And are these finished lots or raw lots or lots under development?

These are lots under development.

And what kind of buyer is buying these lots?

With regards to the actual purchase, it’s not an individual but it’s an organization that would be looking to the longer term and making their judgments on that market with regards to the future supply.

So it was just one bulk purchase then?

That’s correct.

Moving on to land entitlement, you said you wanted to entitle about 1,500 lots this year. Can you just kind of give us an idea of how much value I guess you can create in doing so? Like in other words, how much is the land worth before the entitlement? How much is it worth after the entitlement?

Let me first clarify it that in 2009 and 2010. When adding value to entitlements it depends on the area and obviously it will depend upon the demand in the future. Certain market areas where we are and as you talk Ontario, for example, you can add substantially to the [prorated] land value to the extent that you can say double the [inaudible] land values upon entitlement. However, the question comes is when will the market return and the demand be there for lots in the future.

Is there a lot of capital involved in getting these entitled? Or is it just more time?

It’s time and it’s experience and it’s the relationship within the community.

Your next question comes from Joel Locker - FBN Securities.

Just was curious about the SG&A. I guess it was higher year-over-year in dollars even though revenues came off a little bit. And was wondering if you could give me a little more color on that.

Sure Joel. This is Craig. Let me get to the right page. It’s really – I’ll just go from memory, so it’s really broken down into two pieces. The SG&A’s is about equal, so it’s $69 million versus $69 million. Selling costs, I believe, were marginally – were up over last year but the actual salaries and G&A were down.

Are you talking about the full year or just – I was talking about the fourth quarter specifically. The $21.8 versus $19.8 or so. So it went up $2 million year-over-year in the fourth quarter.

Yes, so I think a big piece of it is you know we had the equity swap in place, so most of that actually in the quarter was due to the equity swap.

I thought they ran through that – or you guys ran through the other expense line item on the equity swap.

The interest rate swap goes through the other line. The equity swap goes through equity.

Taking out the equity swap, what would SG&A have been?

It would have been about equal at $19 million.

And just on the $120 million in cash flow goal for 2009, is that based on a certain amount of closings? It just seems, I guess, a little high in this environment.

Without getting into specifics of assumptions, it’s really just in a nutshell if you thought about – it’d be similar to this year, which the operating cash flow is $67, but you’ll see that we have a tax receivable of about $60 million, $64 to be exact.

So in the $64 million you’ll receive that in the first quarter?

That would be the aim to get it in the first quarter.

Your next question comes from Alex Barron - Agency Trading Group.

I wanted to talk a little bit about debt repayment. Looks like on the one hand you’re starting to pay down the debt on the project specific financings; on the other hand you’re borrowing from Brookfield Asset Management. Can you talk a little bit about what’s driving the debt repayment? Is that just more like you have a certain contractual schedule based on your deliveries? Or is that more kind of additional pressure from these banks?

Alex, this is Craig. I should just point out one thing first. I agree with you on the surface it appears that to your point, I think property debt moved by $212 and BAM by $225 so it would appear on the surface that they offset each other. But during the year, we consolidated two joint ventures and the numbers on that were the assets would have went up by about $66, cash went down by $6 and then debt went up by $60. And so that debt payment would have come equal from our operating cash flows up $67. So I just wanted to point out for debt and in fact on a cash basis would have went down by around that $60 million.

You mean that happened this quarter or that just happened this year?

It happened over the year.

Were there any JV consolidations this quarter?

No, I don’t believe so.

Not during the fourth quarter. No.

Now as it pertains to the right offering, I guess I’m just kind of curious. It sounds like you guys are counting on that money to come in. I mean – when is that supposed to close and what happens if you don’t get enough people that participate at the $250 level?

Well, in terms of closing there’s a obviously the entire profit that we laid out in the press release, including the proxy has to be reviewed by the SEC and then there has to be the mailing and the appropriate record dates and all those different things. So to some extent I couldn’t give you a specific timeframe, but the goal would be at the end of the first quarter or the beginning part of the second quarter.

I was just saying do you guys have a back-up plan in case, you know, it doesn’t fully go through or whatever like how you’re going to reduce debt?

Yes, if you went to the press release on the second page, the second to last paragraph where we said that Brookfield Asset Management indicates its intention to exercise in full it’s subscription rights, as well as any over subscription rights to which it might be entitled.

So you mean they’re going to complete anything that’s not done by other investors?

Yes, that’s what they have indicated so far.

So it’s just basically like a recap, then. They would swap the debt for equity.

I’d say it’s two separate things, so they would participate within the rights offering. And then it’s just our intention that we would utilize that rights offering to pay for general corporate purposes including paying down that line.

Your next question comes from Joel Locker - FBN Securities.

On the gross margins were a little better than I had modeled them and just was wondering after the third quarter guidance I think you guys had mentioned 10 to 12% and it came in around I guess 13%. I can’t really tell. But above the gross margin in backlog in the third quarter, I just wanted to see what the cause of that was or how that happened.

It’s just a mix in the product. I couldn’t really give you one or two specific things.

Were there some specs that were closed at a higher gross margin or just – I guess gross margins are usually lower than what they are in backlog just due to extra spec closings which usually lower gross margins than –

I think it was more just the regions that were where they were sold.

And then on the land sale, was that any of the land previously impaired? And if it was, do you have a pre-impairment value of what it was before it sold?

I don’t have it readily available. I can get back to you on a pre-impairment value but yes it had been impaired.

Your next question comes from Alex Barron - Agency Trading Group.

Do you guys have a breakdown of the inventory line item? You guys usually in the 10-Q put out like housing and land in models.

In the supplementary information on Page 10 there will be a breakdown of how much is housing in inventory, how much model homes and auction lots. That’s on our website.

My other question on the closing you guys did this quarter, what kind of benefit did the gross margins receive from previous impairment?

Neither Craig nor myself can give you that answer.

You mean you guys don’t track it?

Not individually by project.

And as far as your joint ventures, is the idea there that you guys will continue to develop land? Or are you kind of putting some of those on hold?

At this stage we’re not planning on developing any further lots whether it’s directly owned land ourselves or within any of the joint ventures. And from that aspect I think, does that answer your question?

Yes, but I mean is there any like – are there any requirements on the part of your partners, though, to have these things continue to cash flow somehow?

No they are not.

Your next question comes from Joel Locker - FBN Securities.

Just a follow-up on the gross margin, if you have the ones at the end of the fourth quarter, if they were – and it’s still at 10 to 12% range or if they improved or deproved?

The gross margin for the fourth quarter was 13%, roughly consistent with the year.

Right. I’m just saying going into the first quarter, the 100 and so you have in backlog currently. Are those above fourth quarter margins or below fourth quarter margins or similar?

Yes, I don’t have the exact number with me but I would say it’s probably roughly consistent.

And then I guess just on the rights offering and just thinking from a logically point of view, if you were BAM why would you pay more for the assets or actually rather than if you took your line away went to your last resort kind of and picked up the assets cheaper? I’m just trying to think through this and wondering if you could give me some color on that. Why would that benefit them?

Number one, I don’t think we could speak specifically for BAM but I will say obviously they have been very supportive, a major shareholder along the way, supported by the BAM line and such.

If none of the other shareholders actually went, you know, had the offering or subscribe for the rights offering would – did BAM, have they indicated that they would just take the entire $250 million?

Yes, I think as we mentioned there’s very specific language within the press release. I won’t read it, but they had indicated – I won’t read it again, but there is language within the press release that describes what their intention would be.

Right. I know for part of it, but I was just a scenario where they are the only ones if they would just foot the entire $250 million.

I think they indicated they would over-subscribe as well.

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

Thank you operator and let me thank all of those – all of you on the line this afternoon for joining us and we look forward to your participation on future conference calls. Thanks very much.

Ladies and gentlemen, the conference today’s has been concluded. You may disconnect your line. Thank you for participating and have a pleasant day.