##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIESEXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 Commission File Number: 001  31524
 BROOKFIELD HOMES CORPORATION
  Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
    
    37-1446709
(I.R.S. Employer
Identification No.)12865 Pointe Del Mar
Suite 200
Del Mar, California
(Address of Principal Executive Offices)
    
    92014
(Zip Code)
 (858) 481-8500
  þ o
  þ o




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INDEX
 BROOKFIELD HOMES CORPORATION
 PAGEPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets  June 30, 2005 and December 31, 2004
    
    
    1Consolidated Statements of Income  Three Months and Six Months Ended June 30, 2005 and 2004
    
    
    2Consolidated Statements of Stockholders Equity  Six Months Ended June 30, 2005 and 2004
    
    
    3Consolidated Statements of Cash Flows  Three Months Ended and Six Months Ended June 30, 2005 and 2004
    
    
    4Notes to the Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    15Item 4.
    
    Controls and Procedures
    
    
    15PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    16Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3.
    
    Defaults Upon Senior Securities
    
    
    16Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    16Item 5.
    
    Other Information
    
    
    17Item 6.
    
    Exhibits
    
    
    17SIGNATURES
    
    
    
    
    18EXHIBITSEX-31.1EX-31.2EX-32.1




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 BROOKFIELD HOMES CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 (all dollar amounts are in thousands of U.S. dollars)
 (Unaudited)June 30,
    
    
    December 31,Note
    
    
    2005
    
    
    2004AssetsHousing and land inventory
    
    
    2
    
    
    $
    819,024
    
    
    $
    679,930Investments in housing and land joint ventures
    
    
    3
    
    
    
    40,344
    
    
    
    59,810Consolidated land inventory not owned
    
    
    2
    
    
    
    39,731
    
    
    
    47,240Receivables and other assets
    
    
    
    
    
    
    31,074
    
    
    
    73,986Cash and cash equivalents
    
    
    4
    
    
    
    175,250
    
    
    
    186,731Deferred income taxes
    
    
    
    
    
    
    34,885
    
    
    
    33,924$
    1,140,308
    
    
    $
    1,081,621Liabilities and EquityProject specific and other financings
    
    
    
    
    
    $
    535,552
    
    
    $
    512,098Accounts payable and other liabilities
    
    
    
    
    
    
    246,509
    
    
    
    256,985Minority interest
    
    
    2
    
    
    
    63,361
    
    
    
    66,422Preferred
stock  10,000,000 shares authorized, no shares issued
    
    
    
    
    
    
    
    
    
    
    Common stock and additional paid-in capital  65,000,000 shares
authorized, 30,951,081 shares issued and outstanding with par
value of $309, excluding 1,122,700 treasury shares with a cost of
$28,859 (December 31, 2004  30,889,632 shares issued and
outstanding with par value of $309, excluding 1,184,149 treasury
shares with a cost of $23,552)
    
    
    
    
    
    
    122,685
    
    
    
    120,246Retained earnings
    
    
    
    
    
    
    172,201
    
    
    
    125,870$
    1,140,308
    
    
    $
    1,081,621
 See accompanying notes to financial statements
 1




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BROOKFIELD HOMES CORPORATION
 
 CONSOLIDATED STATEMENTS OF INCOME
 (all dollar amounts are in thousands of U.S. dollars, except per share amounts)
 (Unaudited)Three Months Ended June 30,
    
    
    Six Months Ended June 30,Note
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004RevenueHousing
    
    
    
    
    
    $
    237,424
    
    
    $
    212,080
    
    
    $
    380,507
    
    
    $
    351,038Land and other revenues
    
    
    
    
    
    
    15,006
    
    
    
    16,367
    
    
    
    24,078
    
    
    
    20,598252,430
    
    
    
    228,447
    
    
    
    404,585
    
    
    
    371,636Direct Cost of Sales
    
    
    2
    
    
    
    (176,557
    )
    
    
    (180,927
    )
    
    
    (280,535
    )
    
    
    (290,978
    )75,873
    
    
    
    47,520
    
    
    
    124,050
    
    
    
    80,658Equity in earnings from housing and land joint
ventures
    
    
    3
    
    
    
    2,279
    
    
    
    3,142
    
    
    
    9,591
    
    
    
    3,993Selling, general and administrative expense
    
    
    
    
    
    
    (19,763
    )
    
    
    (17,200
    )
    
    
    (40,987
    )
    
    
    (33,371
    )Minority interest
    
    
    
    
    
    
    (5,780
    )
    
    
    (4,661
    )
    
    
    (8,989
    )
    
    
    (6,807
    )Net Income Before Taxes
    
    
    
    
    
    
    52,609
    
    
    
    28,801
    
    
    
    83,665
    
    
    
    44,473Income tax expense
    
    
    
    
    
    
    (20,254
    )
    
    
    (10,945
    )
    
    
    (32,366
    )
    
    
    (16,900
    )Net Income
    
    
    
    
    
    $
    32,355
    
    
    $
    17,856
    
    
    $
    51,299
    
    
    $
    27,573Earnings Per ShareBasic
    
    
    1
    
    
    $
    1.05
    
    
    $
    0.58
    
    
    $
    1.66
    
    
    $
    0.89Diluted
    
    
    1
    
    
    $
    1.03
    
    
    $
    0.56
    
    
    $
    1.63
    
    
    $
    0.87Weighted
Average Common Shares Outstanding(in thousands)Basic
    
    
    1
    
    
    
    30,998
    
    
    
    30,882
    
    
    
    30,932
    
    
    
    30,881Diluted
    
    
    1
    
    
    
    31,555
    
    
    
    31,600
    
    
    
    31,536
    
    
    
    31,511
 See accompanying notes to financial statements
 2




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BROOKFIELD HOMES CORPORATION
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (all dollar amounts are in thousands of U.S. dollars)
 (Unaudited)Six Months EndedJune 30,Note
    
    
    2005
    
    
    2004Common Stock and Additional Paid-in
CapitalOpening balance
    
    
    
    
    
    $
    120,246
    
    
    $
    299,043Repurchase of common shares
    
    
    
    
    
    
    (5,550
    )
    
    
    Exercise of stock options
    
    
    
    
    
    
    7,989
    
    
    
    2,255Special dividend
    
    
    5
    
    
    
    
    
    
    
    (179,110
    )Ending balance
    
    
    
    
    
    
    122,685
    
    
    
    122,188Retained EarningsOpening balance
    
    
    
    
    
    
    125,870
    
    
    
    83,215Net income
    
    
    
    
    
    
    51,299
    
    
    
    27,573Dividends
    
    
    
    
    
    
    (4,968
    )
    
    
    (2,471
    )Special dividend
    
    
    5
    
    
    
    
    
    
    
    (98,819
    )Ending balance
    
    
    
    
    
    
    172,201
    
    
    
    9,498Total stockholders equity
    
    
    
    
    
    $
    294,886
    
    
    $
    131,686
 See accompanying notes to financial statements
 3




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BROOKFIELD HOMES CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (all dollar amounts are in thousands of U.S. dollars)
 (Unaudited)Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Cash Flows From Operating ActivitiesNet income
    
    $
    32,355
    
    
    $
    17,856
    
    
    $
    51,299
    
    
    $
    27,573Adjustments to reconcile net income to net cash used in
operating activities:Distribution of joint venture earnings in excess of
equity income
    
    
    209
    
    
    
    
    
    
    
    238
    
    
    
    Minority interest
    
    
    5,780
    
    
    
    4,661
    
    
    
    8,989
    
    
    
    6,807Deferred income taxes
    
    
    (369
    )
    
    
    (5,872
    )
    
    
    (961
    )
    
    
    (2,469
    )Changes in operating assets and liabilities:Decrease/(increase) in receivables and other assets
    
    
    (1,275
    )
    
    
    (45
    )
    
    
    42,912
    
    
    
    16,088Increase in housing and land inventory
    
    
    (35,552
    )
    
    
    (46,301
    )
    
    
    (144,890
    )
    
    
    (113,542
    )Increase in accounts payable and other
    
    
    50,229
    
    
    
    6,903
    
    
    
    10,064
    
    
    
    14,914Net cash (used in)/provided by operating activities
    
    
    51,377
    
    
    
    (22,798
    )
    
    
    (32,349
    )
    
    
    (50,629
    )Cash Flows From Investing ActivitiesNet recovery from/(investment in) housing and land
joint ventures
    
    
    9,094
    
    
    
    (1,436
    )
    
    
    19,228
    
    
    
    1,608Net cash provided by/(used in) investing activities
    
    
    9,094
    
    
    
    (1,436
    )
    
    
    19,228
    
    
    
    1,608Cash Flows From Financing ActivitiesNet borrowings under revolving project specific
and other financings
    
    
    5,654
    
    
    
    27,492
    
    
    
    23,454
    
    
    
    57,755Net distributions to minority interest
    
    
    (6,223
    )
    
    
    (119
    )
    
    
    (11,540
    )
    
    
    (3,142
    )Repurchase of common shares
    
    
    (4,594
    )
    
    
    
    
    
    
    (5,550
    )
    
    
    Exercise of stock options
    
    
    244
    
    
    
    85
    
    
    
    244
    
    
    
    85Dividends paid in cash
    
    
    (4,968
    )
    
    
    (143,106
    )
    
    
    (4,968
    )
    
    
    (143,106
    )Net cash provided by/(used in) financing activities
    
    
    (9,887
    )
    
    
    (115,648
    )
    
    
    1,640
    
    
    
    (88,408
    )(Decrease)/increase in cash and cash equivalents
    
    
    50,584
    
    
    
    (139,882
    )
    
    
    (11,481
    )
    
    
    (137,429
    )Cash and cash equivalents at beginning of period
    
    
    124,666
    
    
    
    221,059
    
    
    
    186,731
    
    
    
    218,606Cash and cash equivalents at end of period
    
    $
    175,250
    
    
    $
    81,177
    
    
    $
    175,250
    
    
    $
    81,177Supplemental Cash Flow InformationInterest paid
    
    $
    10,841
    
    
    $
    7,032
    
    
    $
    16,612
    
    
    $
    11,452Income taxes paid
    
    $
    4,584
    
    
    $
    22,000
    
    
    $
    43,995
    
    
    $
    29,010Non-cash decrease in consolidated land inventory
not owned
    
    $
    (6,703
    )
    
    $
    (11,298
    )
    
    $
    (13,305
    )
    
    $
    (4,913
    )Dividends paid through issuance of subordinated debt
    
    $
    
    
    
    $
    137,294
    
    
    $
    
    
    
    $
    137,294
 See accompanying notes to financial statements
 4




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BROOKFIELD HOMES CORPORATION
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular amounts in thousands of U.S. dollars except per share amounts)
 Note 1. Significant Accounting Policies
 (a) Basis of Presentation
      (b) Earnings Per Share
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Numerator:Net income
    
    $
    32,355
    
    
    $
    17,856
    
    
    $
    51,299
    
    
    $
    27,573Denominator:Basic average shares outstanding
    
    
    30,998
    
    
    
    30,882
    
    
    
    30,932
    
    
    
    30,881Net effect of stock options assumed to be exercised
    
    
    557
    
    
    
    718
    
    
    
    604
    
    
    
    630Diluted average shares outstanding
    
    
    31,555
    
    
    
    31,600
    
    
    
    31,536
    
    
    
    31,511Basic earnings per share
    
    $
    1.05
    
    
    $
    0.58
    
    
    $
    1.66
    
    
    $
    0.89Diluted earnings per share
    
    $
    1.03
    
    
    $
    0.56
    
    
    $
    1.63
    
    
    $
    0.87
 5




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BROOKFIELD HOMES CORPORATION
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular amounts in thousands of U.S. dollars except per share amounts)
 (c) Recent Accounting Pronouncements
 Share-Based Payment.
 (d) Variable Interest Entities
  (e) Reclassification
  Note 2. Housing and Land Inventory
  June 30,
    
    
    December 31,2005
    
    
    2004Housing inventory
    
    $
    441,309
    
    
    $
    244,041Model homes
    
    
    27,821
    
    
    
    19,179Land and land under development
    
    
    349,894
    
    
    
    416,710$
    819,024
    
    
    $
    679,930
 6




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BROOKFIELD HOMES CORPORATION
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular amounts in thousands of U.S. dollars except per share amounts)
     Number
    
    
    Totalof
    
    
    ExerciseYear of Expiry
    
    Lots
    
    
    Price2005
    
    
    930
    
    
    $
    84.42006
    
    
    4,954
    
    
    
    226.92007
    
    
    3,556
    
    
    
    164.7Thereafter
    
    
    8,012
    
    
    
    277.717,452
    
    
    $
    753.7
 Note 3. Investments in Housing and Land Joint Ventures
  June 30,
    
    
    December 31,2005
    
    
    2004AssetsHousing and land inventory
    
    $
    335,345
    
    
    $
    345,939Other assets
    
    
    28,985
    
    
    
    54,510$
    364,330
    
    
    $
    400,449Liabilities and EquityAccounts payable and other liabilities
    
    $
    12,504
    
    
    $
    46,313Project specific financings
    
    
    280,952
    
    
    
    277,568Investment and advancesBrookfield Homes
    
    
    40,344
    
    
    
    59,810Others
    
    
    30,530
    
    
    
    16,758$
    364,330
    
    
    $
    400,449
 7




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BROOKFIELD HOMES CORPORATION
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular amounts in thousands of U.S. dollars except per share amounts)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue and ExpensesRevenue
    
    $
    27,747
    
    
    $
    41,414
    

    
    $
    72,096
    
    
    $
    61,092Expenses
    
    
    (22,044
    )
    
    
    (27,771
    )
    
    
    (50,847
    )
    
    
    (45,576
    )Net income
    
    $
    5,703
    
    
    $
    13,643
    
    
    $
    21,249
    
    
    $
    15,516Companys share of net income
    
    $
    2,279
    
    
    $
    3,142
    
    
    $
    9,591
    
    
    $
    3,993
    Note 4. Commitments, Contingent Liabilities and Other
    2005Balance, January 1, 2005
    
    $
    18,202Payments made during the period
    
    
    (1,896
    )Warranties issued during the period
    
    
    2,591Balance, June 30, 2005
    
    $
    18,897
  8




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BROOKFIELD HOMES CORPORATION
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular amounts in thousands of U.S. dollars except per share amounts)
 Note 5. Special Dividend
  9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Overview
      Critical Accounting Policies and Estimates
  Selected Financial Information  ($ millions)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue:Housing
    
    $
    238
    
    
    $
    212
    
    
    $
    381
    
    
    $
    351Land and other revenues
    
    
    15
    
    
    
    17
    
    
    
    24
    
    
    
    21Total revenues (1)
    
    
    253
    
    
    
    229
    
    
    
    405
    
    
    
    372Direct cost of sales (1)
    
    
    (177
    )
    
    
    (181
    )
    
    
    (281
    )
    
    
    (291
    )Gross margin (1)
    
    
    76
    
    
    
    48
    
    
    
    124
    
    
    
    81Equity in earnings from housing and land joint ventures
    
    
    2
    
    
    
    3
    
    
    
    9
    
    
    
    4Selling, general and administrative expense
    
    
    (20
    )
    
    
    (17
    )
    
    
    (41
    )
    
    
    (33
    )Operating income
    
    
    58
    
    
    
    34
    
    
    
    92
    
    
    
    52Minority interest
    
    
    (6
    )
    
    
    (5
    )
    
    
    (9
    )
    
    
    (7
    )Net income before taxes
    
    
    52
    
    
    
    29
    
    
    
    83
    
    
    
    45Income tax expense
    
    
    (20
    )
    
    
    (11
    )
    
    
    (32
    )
    
    
    (17
    )Net income
    
    $
    32
    
    
    $
    18
    
    
    $
    51
    
    
    $
    28
 10




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Selected Financial Information  ($ millions)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Selected Operating DataHome closings (units):San Francisco Bay Area
    
    
    25
    
    
    
    75
    
    
    
    59
    
    
    
    129Southland / Los Angeles
    
    
    53
    
    
    
    115
    
    
    
    77
    
    
    
    173San Diego / Riverside
    
    
    182
    
    
    
    46
    
    
    
    265
    
    
    
    97Washington D.C. Area
    
    
    95
    
    
    
    96
    
    
    
    176
    
    
    
    177Total
    
    
    355
    
    
    
    332
    
    
    
    577
    
    
    
    576Average selling price:San Francisco Bay Area
    
    $
    794,000
    
    
    $
    695,000
    
    
    $
    823,000
    
    
    $
    715,000Southland / Los Angeles
    
    
    1,277,000
    
    
    
    802,000
    
    
    
    1,225,000
    
    
    
    778,000San Diego / Riverside
    
    
    568,000
    
    
    
    433,000
    
    
    
    573,000
    
    
    
    365,000Washington D.C. Area
    
    
    489,000
    
    
    
    498,000
    
    
    
    487,000
    
    
    
    502,000Average
    
    $
    669,000
    
    
    $
    639,000
    
    
    $
    659,000
    
    
    $
    609,000Net new orders (units): (2)San Francisco Bay Area
    
    
    54
    
    
    
    140
    
    
    
    117
    
    
    
    271Southland / Los Angeles
    
    
    61
    
    
    
    136
    
    
    
    155
    
    
    
    276San Diego / Riverside
    
    
    183
    
    
    
    243
    
    
    
    342
    
    
    
    404Washington D.C. Area
    
    
    204
    
    
    
    123
    
    
    
    405
    
    
    
    258Total
    
    
    502
    
    
    
    642
    
    
    
    1,019
    
    
    
    1,209Backlog (units at end of period): (3)San Francisco Bay Area
    
    
    112
    
    
    
    255Southland / Los Angeles
    
    
    164
    
    
    
    288San Diego / Riverside
    
    
    358
    
    
    
    421Washington D.C. Area
    
    
    424
    
    
    
    318Total
    
    
    1,058
    
    
    
    1,282Lots controlled:Lots owned:San Francisco Bay Area
    
    
    1,341
    
    
    
    1,749Southland / Los Angeles
    
    
    575
    
    
    
    482San Diego / Riverside
    
    
    6,253
    
    
    
    6,258Sacramento
    
    
    310
    
    
    
    310Washington D.C. Area
    
    
    4,038
    
    
    
    2,63412,517
    
    
    
    11,433Lots under option
    
    

    17,801
    
    
    
    11,671Total
    
    
    30,318
    
    
    
    23,104
 
 (1)
    
    To conform to the current periods presentation, for the three and six months ended June
30, 2004, revenue excludes equity in earnings from housing and land joint ventures, and gross
margin excludes equity in earnings from housing and land joint ventures and includes interest
expense.(2)
    
    Net new orders for any period represent the aggregate of all homes ordered by customers, net of
cancellations for consolidated projects.(3)
    
    Backlog represents the number of new homes subject to pending sales contracts for consolidated
projects. Three Months and Six Months Ended June 30, 2005 Compared with Three Months and Six Months
Ended June 30, 2004
 Net Income
  Results of Operations
  11




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##### Table of Contents



Other Expenses
  Sales Activity
  Liquidity and Capital Resources
 Financial Position
   ($ millions)
 Maturities2005
    
    
    2006
    
    
    2007
    
    
    Post 2007
    
    
    TotalSan Francisco Bay Area
    
    $
    32
    
    
    $
    53
    
    
    $
    
    
    
    $
    
    
    
    $
    85Southland / Los Angeles
    
    
    15
    
    
    
    39
    
    
    
    10
    
    
    
    
    
    
    
    64San Diego / Riverside
    
    
    118
    
    
    
    103
    
    
    
    14
    
    
    
    
    
    
    
    235Washington D.C. Area
    
    
    58
    
    
    
    
    
    
    
    58
    
    
    
    21
    
    
    
    137Other
    
    
    
    
    
    
    7
    
    
    
    5
    
    
    
    3
    
    
    
    15Total
    
    $
    223
    
    
    $
    202
    
    
    $
    87
    
    
    $
    24
    
    
    $
    536
 12




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##### Table of Contents



Cash Flow
  2005
    
    
    2004Housing units and model homes
    
    
    1,232
    
    
    
    1,271Lots ready for house construction
    
    
    800
    
    
    
    514Graded lots and lots commenced grading
    
    
    1,201
    
    
    
    1,622Undeveloped land
    
    
    9,284
    
    
    
    8,02612,517
    
    
    
    11,433
    Contractual Obligations and Other Commitments
    Off-Balance Sheet Arrangements
  13




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##### Table of Contents



Forward-Looking Statements
  
    
    expected home closings and project completions and the timing thereof;
    
    targeted lot sales;
    
    expected lot supply;
    
    estimates of revenues and cash flows;
    
    the visibility on our future cash flow and earnings;
    
    sources of future growth;
    
    the effect of interest rate changes on our cash flows;
    
    the effect on our business of existing lawsuits; and
    
    whether or not our letters of credit or performance bonds will be drawn upon.
  
    
    changes in general economic, real estate and other conditions;
    
    mortgage rate changes;
    
    availability of suitable undeveloped land at acceptable prices;
    
    adverse legislation or regulation;
    
    ability to obtain necessary permits and approvals for the development of our land;
    
    availability of labor or materials or increases in their costs;
    
    ability to develop and market our master-planned communities successfully;
    
    confidence levels of consumers;
    
    ability to raise capital on favorable terms;
    
    adverse weather conditions and natural disasters;
    
    relations with the residents of our communities;
    
    risks associated with increased insurance costs or unavailability of adequate coverage;
    
    ability to obtain surety bonds;
    
    competitive conditions in the homebuilding industry, including product and pricing pressures; and
    
    additional risks and uncertainties, many of which are beyond our control, referred to in our Form
10-K for the year ended December 31, 2004 and our other SEC filings.
  14




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Exchange Rates
  Interest Rates
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   15




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  MaximumTotal Number
    
    
    Approximateof Shares
    
    
    Dollar ValuePurchased as
    
    
    of Shares thatPart of Publicly
    
    
    May Yet beTotal Number
    
    
    
    
    
    
    Announced
    
    
    Purchasedof Shares
    
    
    Average Price
    
    
    Plans or
    
    
    Under the PlansPeriod
    
    Purchased
    
    
    Paid Per Share
    

    
    Programs
    
    
    or ProgramsApril 1, 2005 to April 30, 2005 (1)
    
    
    8,200
    
    
    $
    42.22
    
    
    
    8,200
    
    
    $
    34,653,837May 1, 2005 to May 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,653,837June 1, 2005 to June 30, 2005
    
    
    97,700
    
    
    $
    43.44
    
    
    
    97,700
    
    
    $
    30,409,354Total
    
    
    105,900
    
    
    $
    43.35
    
    
    
    105,900
    
    
    $
    30,409,354
 
 (1)
    
    All shares were purchased pursuant to the publicly announced plan in
open-market transactions. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
   Nominee
    
    For
    
    Withheld AuthorityIan G. Cockwell
    
    
    28,863,840
    
    
    
    40,830Robert A. Ferchat
    
    
    28,878,286
    
    
    
    26,384J. Bruce Flatt
    
    
    28,815,746
    
    
    
    88,924Bruce T. Lehman
    
    
    28,849,939
    
    
    
    54,731Alan Norris
    
    
    28,833,751
    
    
    
    70,919Timothy R. Price
    
    
    28,129,108
    
    
    
    775,562David M. Sherman
    
    
    28,876,439
    
    
    
    28,231Robert L. Stelzl
    
    
    28,877,659
    
    
    
    27,011Michael D. Young
    
    
    28,877,106
    
    
    
    27,564
  For
    
    Against
    
    Abstain28,856,777
    
    
    46,247
    
    
    
    1,646
 16




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##### Table of Contents



Item 5. Other Information
  
 Item 6. Exhibits
  31.1
    
    Rule 13a  14(a) certification by Ian G. Cockwell, President and Chief Executive Officer.31.2
    
    Rule 13a  14(a) certification by Paul G. Kerrigan, Executive Vice President, Chief Financial
Officer and Treasurer.32.1
    
    Section 1350 certification of the Chief Executive Officer and Chief Financial Officer.
 17




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##### Table of Contents



SIGNATURES
 th
 BROOKFIELD HOMES CORPORATIONBy:
    
    /s/ PAUL G. KERRIGANPaul G. KerriganExecutive Vice President, Chief Financial Officer and Treasurer
 18




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Description31.1
    
    Rule 13a  14(a) certification by Ian G. Cockwell, President and Chief Executive Officer.31.2
    
    Rule 13a  14(a) certification by Paul G. Kerrigan, Executive Vice President, Chief
Financial Officer and Treasurer.32.1
    
    Section 1350 certification of the Chief Executive Officer and Chief Financial Officer.