UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2016~~March 31, 2017

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

For the transition period from N/A to

Commission file number 1-10959

CALATLANTIC GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-0475989
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
~~15360 Barranca Parkway, Irvine, CA~~1100 Wilson Boulevard, #2100, Arlington, Virginia (Address of principal executive offices)	~~92618-2215~~22209 (Zip Code)

~~(949) 789-1600~~(240) 532-3806

(Registrant’s telephone number, including area code)

	N/A
	(Former name, former address and former fiscal year, if changed since last report)

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 X No ___.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes X No ___.

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

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ___ No X .

Registrant's shares of common stock outstanding at ~~October~~April 27, ~~2016: 116,036,411~~2017: 114,623,151

CALATLANTIC GROUP, INC.

FORM 10-Q

INDEX

				Page No.

PART I.	Financial Information

		ITEM 1.	Financial Statements

			Unaudited Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	2

			Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	3

			Condensed Consolidated Balance Sheets as of ~~September 30, 2016~~March 31, 2017 (Unaudited) and December 31, ~~2015~~2016	4

			Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~	5

			Notes to Unaudited Condensed Consolidated Financial Statements	6

		ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2925

		ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	4337

		ITEM 4.	Controls and Procedures	4437

PART II.	Other Information

		ITEM 1.	Legal Proceedings	4639

		ITEM 1A.	Risk Factors	4639

		ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4639

		ITEM 3.	Defaults Upon Senior Securities	4639

		ITEM 4.	Mine Safety Disclosures	4639

		ITEM 5.	Other Information	4640

		ITEM 6.	Exhibits	4740

SIGNATURES				4841

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CALATLANTIC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2016			2015			2016			2015			2017			2016
	(Dollars in thousands, except per share amounts)												(Dollars in thousands, except per share amounts)
	(Unaudited)												(Unaudited)

Homebuilding:
Home sale revenues	$	1,665,030		$	626,008		$	4,402,896		$	1,789,065		$	1,337,699		$	1,179,165
Land sale revenues		5,928			26,182			32,107			33,035			―			6,518
Total revenues		1,670,958			652,190			4,435,003			1,822,100			1,337,699			1,185,683
Cost of home sales		(1,290,628	)		(467,358	)		(3,440,549	)		(1,346,108	)		(1,062,855	)		(932,128	)
Cost of land sales		(5,638	)		(25,076	)		(31,217	)		(30,190	)		―			(6,367	)
Total cost of sales		(1,296,266	)		(492,434	)		(3,471,766	)		(1,376,298	)		(1,062,855	)		(938,495	)
Gross margin		374,692			159,756			963,237			445,802			274,844			247,188
Selling, general and administrative expenses		(170,815	)		(73,260	)		(473,210	)		(219,240	)		(156,276	)		(136,701	)
Income (loss) from unconsolidated joint ventures		1,231			121			2,643			(381	)		3,888			1,189
Other income (expense)		(4,169	)		(11,170	)		(11,992	)		(16,742	)		(169	)		(3,408	)
Homebuilding pretax income		200,939			75,447			480,678			209,439			122,287			108,268
Financial Services:
Revenues		21,433			7,011			59,524			19,815			19,956			17,552
Expenses		(11,626	)		(4,164	)		(34,635	)		(12,942	)		(12,375	)		(10,616	)
Financial services pretax income		9,807			2,847			24,889			6,873			7,581			6,936

Income before taxes		210,746			78,294			505,567			216,312			129,868			115,204
Provision for income taxes		(78,398	)		(31,117	)		(187,798	)		(80,332	)		(47,248	)		(42,543	)
Net income		132,348			47,177			317,769			135,980			82,620			72,661
Less: Net income allocated to preferred shareholder		―			(11,342	)		―			(32,818	)
Less: Net income allocated to unvested restricted stock		(294	)		(93	)		(635	)		(274	)		(301	)		(113	)
Net income available to common stockholders	$	132,054		$	35,742		$	317,134		$	102,888		$	82,319		$	72,548

Income Per Common Share:
Basic	$	1.12		$	0.65		$	2.66		$	1.87		$	0.72		$	0.60
Diluted	$	0.97		$	0.59		$	2.34		$	1.71		$	0.62		$	0.52

Weighted Average Common Shares Outstanding:
Basic		118,338,891			55,345,443			119,188,145			55,059,683			114,487,245			120,814,939
Diluted		136,077,415			62,292,524			136,888,927			62,152,754			132,505,435			138,430,580

Weighted average additional common shares outstanding
if preferred shares converted to common shares		―			17,562,557			―			17,562,557

Total weighted average diluted common shares outstanding
if preferred shares converted to common shares		136,077,415			79,855,081			136,888,927			79,715,311

Cash Dividends Declared Per Common Share	$	0.04		$	―		$	0.12		$	―		$	0.04		$	0.04

The accompanying notes are an integral part of these condensed consolidated statements.

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CALATLANTIC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended March 31,
	2016			2015		2016		2015		2017			2016
	(Dollars in thousands)									(Dollars in thousands)
	(Unaudited)									(Unaudited)

Net income		$	132,348	$	47,177	$	317,769	$	135,980		$	82,620	$	72,661
Other comprehensive income, net of tax:
Unrealized gain on marketable securities, available for sale			―		―		39		―			―		39
Total comprehensive income		$	132,348	$	47,177	$	317,808	$	135,980		$	82,620	$	72,700

The accompanying notes are an integral part of these condensed consolidated statements.

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CALATLANTIC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2017			December 31, 2016
	(Dollars in thousands)
	(Unaudited)
ASSETS
Homebuilding:
Cash and equivalents	$	143,881		$	191,086
Restricted cash		30,306			28,321
Inventories:
Owned		6,556,275			6,438,792
Not owned		62,772			66,267
Investments in unconsolidated joint ventures		120,364			127,127
Deferred income taxes, net of valuation allowance of $2,456 at
March 31, 2017 and December 31, 2016		325,749			330,378
Goodwill		970,185			970,185
Other assets		221,091			204,489
Total Homebuilding Assets		8,430,623			8,356,645
Financial Services:
Cash and equivalents		38,112			17,041
Restricted cash		21,242			21,710
Mortgage loans held for sale, net		157,851			262,058
Mortgage loans held for investment, net		25,744			24,924
Other assets		20,198			26,666
Total Financial Services Assets		263,147			352,399
Total Assets	$	8,693,770		$	8,709,044

LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	170,545		$	211,780
Accrued liabilities		638,165			599,905
Revolving credit facility		―			―
Secured project debt and other notes payable		27,397			27,579
Senior notes payable		3,390,504			3,392,208
Total Homebuilding Liabilities		4,226,611			4,231,472
Financial Services:
Accounts payable and other liabilities		17,576			22,559
Mortgage credit facility		154,467			247,427
Total Financial Services Liabilities		172,043			269,986
Total Liabilities		4,398,654			4,501,458

Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued
and outstanding at March 31, 2017 and December 31, 2016		―			―
Common stock, $0.01 par value; 600,000,000 shares authorized; 114,587,534
and 114,429,297 shares issued and outstanding at March 31, 2017 and
December 31, 2016, respectively		1,146			1,144
Additional paid-in capital		3,206,584			3,204,835
Accumulated earnings		1,079,815			1,001,779
Accumulated other comprehensive income (loss), net of tax		(172	)		(172	)
Total Stockholders' Equity		4,287,373			4,207,586
Noncontrolling Interest		7,743			―
Total Equity		4,295,116			4,207,586
Total Liabilities and Equity	$	8,693,770		$	8,709,044

September 30,
2016

December 31,
2015

(Dollars in thousands)
(Unaudited)
ASSETS
Homebuilding:
Cash and equivalents $ 184,033 $ 151,076
Restricted cash 29,796 35,990
Inventories:
Owned 6,533,047 6,069,959
Not owned 75,484 83,246
Investments in unconsolidated joint ventures 139,373 132,763
Deferred income taxes, net of valuation allowance of $1,441 and $1,156 at
September 30, 2016 and December 31, 2015, respectively 323,955 396,194
Goodwill 970,185 933,360
Other assets 109,348 118,768
Total Homebuilding Assets 8,365,221 7,921,356
Financial Services:
Cash and equivalents 30,241 35,518
Restricted cash 21,799 22,914
Mortgage loans held for sale, net 171,262 325,770
Mortgage loans held for investment, net 24,450 22,704
Other assets 19,488 17,243
Total Financial Services Assets 267,240 424,149
Total Assets $ 8,632,461 $ 8,345,505

LIABILITIES AND EQUITY
Homebuilding:
Accounts payable $ 204,803 $ 191,681
Accrued liabilities 533,794 478,793
Revolving credit facility 146,000 ―
Secured project debt and other notes payable 40,930 25,683
Senior notes payable 3,393,799 3,462,016
Total Homebuilding Liabilities 4,319,326 4,158,173
Financial Services:
Accounts payable and other liabilities 16,802 22,474
Mortgage credit facilities 161,898 303,422
Total Financial Services Liabilities 178,700 325,896
Total Liabilities 4,498,026 4,484,069

Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued
and outstanding at September 30, 2016 and December 31, 2015 ― ―
Common stock, $0.01 par value; 600,000,000 shares authorized; 117,348,095
and 121,286,153 shares issued and outstanding at September 30, 2016 and
December 31, 2015, respectively 1,173 1,213
Additional paid-in capital 3,293,823 3,324,328
Accumulated earnings 839,395 535,890
Accumulated other comprehensive income, net of tax 44 5
Total Equity 4,134,435 3,861,436
Total Liabilities and Equity $ 8,632,461 $ 8,345,505

The accompanying notes are an integral part of these condensed consolidated balance sheets.

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CALATLANTIC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,						Three Months Ended March 31,
	2016			2015			2017			2016
	(Dollars in thousands)						(Dollars in thousands)
	(Unaudited)						(Unaudited)
Cash Flows From Operating Activities:
Net income	$	317,769		$	135,980		$	82,620		$	72,661
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Income) loss from unconsolidated joint ventures		(2,643	)		381			(3,888	)		(1,189	)
Depreciation and amortization		43,193			22,369			12,716			12,032
Amortization of stock-based compensation		11,216			8,620			4,294			3,786
Excess tax benefits from share-based payment arrangements		―			(8,573	)
Deferred income tax provision		8,118			52,132			5,483			2,203
Other operating activities		100			633			2,910			271
Changes in cash and equivalents due to:
Mortgage loans held for sale		154,622			88,360			104,225			138,433
Inventories - owned		(366,095	)		(521,646	)		(47,350	)		(186,680	)
Inventories - not owned		(29,192	)		(21,612	)		(9,428	)		(8,237	)
Other assets		7,665			8,862			(9,895	)		5,599
Accounts payable		13,122			37,669			(41,235	)		(22,045	)
Accrued liabilities		9,787			(19,005	)		(8,694	)		(44,456	)
Net cash provided by (used in) operating activities		167,662			(215,830	)		91,758			(27,622	)

Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		(27,000	)		(83,288	)		(18,909	)		(4,191	)
Distributions of capital from unconsolidated homebuilding joint ventures		23,727			10,289			6,471			99
Other investing activities		(5,389	)		(11,716	)		(1,921	)		1,142
Net cash provided by (used in) investing activities		(8,662	)		(84,715	)		(14,359	)		(2,950	)

Cash Flows From Financing Activities:
Change in restricted cash		7,309			1,047			(1,517	)		1,267
Borrowings from revolving credit facility		1,008,000			491,400			109,550			386,400
Principal payments on revolving credit facility		(862,000	)		(222,700	)		(109,550	)		(120,400	)
Principal payments on secured project debt and other notes payable		(10,389	)		(569	)		(179	)		(1,781	)
Principal payments on senior notes payable		(280,000	)		(29,789	)
Proceeds from the issuance of senior notes payable		300,000			―
Payment of debt issuance costs		(2,657	)		―
Net proceeds from (payments on) mortgage credit facilities		(141,524	)		(10,554	)
Net proceeds from (payments on) mortgage credit facility								(92,960	)		(138,479	)
Repurchases of common stock		(137,464	)		(22,073	)		―			(87,050	)
Common stock dividend payments		(14,264	)		―			(4,584	)		(4,792	)
Issuance of common stock under employee stock plans, net of tax withholdings		1,868			(461	)		(4,167	)		2,055
Excess tax benefits from share-based payment arrangements		―			8,573
Other financing activities		(199	)		―			(126	)		(23	)
Net cash provided by (used in) financing activities		(131,320	)		214,874			(103,533	)		37,197

Net increase (decrease) in cash and equivalents		27,680			(85,671	)		(26,134	)		6,625
Cash and equivalents at beginning of period		186,594			212,393			208,127			186,594
Cash and equivalents at end of period	$	214,274		$	126,722		$	181,993		$	193,219

Cash and equivalents at end of period	$	214,274		$	126,722		$	181,993		$	193,219
Homebuilding restricted cash at end of period		29,796			37,425			30,306			34,652
Financial services restricted cash at end of period		21,799			1,045			21,242			22,985
Cash and equivalents and restricted cash at end of period	$	265,869		$	165,192		$	233,541		$	250,856

The accompanying notes are an integral part of these condensed consolidated statements.

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CALATLANTIC GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2016~~MARCH 31, 2017

1. Basis of Presentation

The accompanying condensed consolidated financial statements ~~include the accounts of CalAtlantic Group, Inc. and its wholly owned subsidiaries and~~ have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for Form ~~10-Q.~~10-Q and include the accounts of CalAtlantic Group, Inc., its wholly owned subsidiaries and a variable interest entity in which CalAtlantic Group, Inc. is deemed to be the primary beneficiary. Certain information normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") has also been omitted pursuant to applicable rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements included herein reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position as of ~~September 30, 2016~~March 31, 2017 and the results of operations and cash flows for the periods presented.

The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10‑K for the year ended December 31, ~~2015.~~2016. Unless the context otherwise requires, the terms "we," "us," "our" and "the Company" refer to CalAtlantic Group, Inc. and its subsidiaries. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

2. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes existing accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 by one year. As a result, for public companies, ASU 2014-09 will be effective for annual reporting periods and interim periods within those annual periods beginning after December 15, 2017, and is to be applied either with a full retrospective or modified retrospective approach, with early application permitted. We do not plan to early adopt the guidance. We expect to adopt the new standard under the modified retrospective approach. Although we are ~~currently~~still in the process of evaluating our contracts, we do not believe the adoption of ASU 2014-09 will have a material impact on the amount or timing of our homebuilding revenues. We are continuing to evaluate the impact the adoption ~~will~~of ASU 2014-09 may have on other aspects of our business and on our condensed consolidated financial statements and ~~related~~ disclosures.

~~In June 2014, the FASB issued ASU No. 2014-12,~~ ~~Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period~~ ("ASU 2014-12"), which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC 718, ~~Compensation — Stock Compensation~~, as it relates to awards with performance conditions that affect vesting to account for such awards. Our adoption of ASU 2014-12 on January 1, 2016 did not have an effect on our financial statements.

~~In August 2014, the FASB issued ASU No. 2014-15,~~ ~~Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern~~ ("ASU 2014-15"), which requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Our adoption of ASU 2014-15 is not expected to have a material effect on our financial statements and related disclosures.

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~~Table of Contents~~

~~In February 2015, the FASB issued ASU No. 2015-02,~~ ~~Amendments to the Consolidation Analysis~~ ("ASU 2015-02"), which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Our adoption of ASU 2015-02 on January 1, 2016 did not have a material effect on our financial statements and related disclosures.

~~In September 2015, the FASB issued ASU No. 2015-16,~~ ~~Simplifying the Accounting for Measurement-Period Adjustments~~ ("ASU 2015-16"), which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. Our adoption of ASU 2015-16 on January 1, 2016 did not have a material effect on our financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ~~ASC~~Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements, and as such these investments may be measured at cost. ASU 2016-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. We are currently evaluating the impact adoption will have on our condensed consolidated financial statements.

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In March 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight line basis over the term of the lease. ~~Accounting for lessors remains largely unchanged from current GAAP.~~ ASU 2016-02 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018. We are currently evaluating the impact adoption will have on our condensed consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-07, Investments- Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"), which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. ~~ASU 2016-07 is effective for annual periods~~ ~~and interim periods within those annual periods~~ ~~beginning after December 15, 2016.~~ Our adoption of ASU 2016-07 ison January 1, 2017 did not ~~expected to~~ have ~~a material~~an effect on our condensed consolidated financial statements.

~~In March 2016, the FASB issued ASU 2016-08,~~ ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)~~ ("ASU 2016-08"). ASU 2016-08 does not change the core principle of the guidance stated in ASU 2014-09, instead, the amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and whether an entity reports revenue on a gross or net basis. ASU 2016-08 will have the same effective date and transition requirements as the new revenue standard issued in ASU 2014-09. We are currently evaluating the impact the adoption of this ASU and ASU 2014-09 will have on ~~our financial statements and related disclosures~~.

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In connection with our adoption of ASU 2016-09 ~~is effective for annual~~on January 1, 2017, the Company elected to apply the provisions of ASU 2016-09 related to the income statement and statement of cash flows impact of income taxes on a prospective basis, and as such, prior periods ~~and interim periods within those annual periods~~ ~~beginning~~

~~-7-~~

~~Table~~have not been adjusted. The Company made a policy election to continue to estimate forfeitures at the grant date of ~~Contents~~

~~after December 15, 2016. We are currently evaluating the impact~~an award. The remaining updates required in connection with our adoption ~~will~~of ASU 2016-09 did not have a material effect on our condensed consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15")~~. ASU 2016-15~~, which provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. We are currently evaluating the impact adoption will have on our condensed consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, 3.Statement of Cash Flows (Topic 230): Restricted Cash ~~Business Acquisition~~("ASU 2016-18"), which provides guidance on the classification of restricted cash in the statement of cash flows. ASU 2016-18 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. We are currently evaluating the impact adoption will have on our condensed consolidated financial statements.

~~On October 1, 2015, pursuant to~~In January 2017, the ~~terms~~FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business ("ASU 2017-01"), which clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for annual periods and ~~conditions of~~interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. We are currently evaluating the Amended and Restated Agreement and Plan of Merger, dated as of June 14, 2015 (the "Merger Agreement"), between Standard Pacific Corp. ("Standard Pacific") and The Ryland Group, Inc. ("Ryland"), Ryland merged with and into Standard Pacific (the "Merger"), with Standard Pacific continuing as the surviving corporation. At the same time Standard Pacific changed its name to CalAtlantic Group, Inc. The primary purpose forimpact adoption will have on our merger with Ryland was to gain both geographic and product diversification and expand our reach and enhance our growth prospects across the homebuilding spectrum, from entry level to luxury. In addition, the merger was intended to create production, purchasing and other synergies intended to result in cost savings and efficiencies.condensed consolidated financial statements.

~~Based on an evaluation of~~In January 2017, the ~~provisions of ASC Topic 805,~~FASB issued ASU No. 2017-04, ~~Business Combinations~~Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment ("~~ASC 805"~~ASU 2017-04"), ~~Standard Pacific was determined~~which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the ~~acquirer~~amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for ~~accounting purposes. Under ASC 805, Standard Pacific~~annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is treated as having acquired Ryland in an all-stock transaction for an estimated total purchase price of approximately $2.0 billion. The total purchase price was allocated to Ryland's assets and liabilities based upon fair values as determined bypermitted. We are currently evaluating the ~~Company, as follows (in thousands):~~

Cash and cash equivalents $ 268,517
Inventories 2,404,765
Investments in unconsolidated joint ventures 13,821
Deferred income taxes 120,615
Homebuilding other assets 77,124
Financial services assets, excluding cash 144,889
Goodwill 970,185
Total assets 3,999,916
Accounts payable and accrued liabilities (495,425 )
Secured project debt and other notes payables (22,213 )
Senior notes payable (1,291,541 )
Financial services liabilities (124,619 )
Additional paid-in capital (93,834 )
Total purchase price $ 1,972,284

During the 2016 first quarter the Company completed a valuation of the 1.625% convertible senior notes assumed in the merger with Ryland and determined that the value associated with the conversion feature was $93.8 million, which is included in additional paid-in capital in the accompanyingimpact adoption will have on our condensed consolidated balance sheet as of September 30, 2016. In connection with the valuation of the conversion feature, the related deferred tax asset was reduced by approximately $35.9 million, with a corresponding increase in goodwill. The $970.2 million of goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and it is not deductible for income tax purposes. As of the merger date, goodwill primarily consisted of the following: (i) expected production, purchasing and other synergies resulting from the merger, (ii) savings in corporate and divisional overhead costs, (iii) the benefit of the combination of the best components of the operating practices of both legacy companies, (iv) the benefit of the combination of the best employees of each legacy company, (v) expected expanded opportunities for growth through greater geographic and customer segment diversity.financial statements.

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The following presents summarized unaudited supplemental pro forma operating results as if Ryland had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2015.

Three Months Ended
September 30, 2015

Nine Months Ended
September 30, 2015

(Dollars in thousands)

Home sale revenues $ 1,318,885 $ 3,619,912
Pretax income $ 142,352 $ 383,655

The supplemental pro forma operating results have been determined after adjusting the operating results of Ryland to reflect additional amortization that would have been recorded assuming the fair value adjustment to intangible assets had been applied beginning January 1, 2015. Certain other adjustments, including those related to conforming accounting policies and adjusting acquired inventory to fair value, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts.

4.3. Segment Reporting

We operate two principal businesses: homebuilding and financial services.

Our homebuilding operations acquire and develop land and construct and sell single-family attached and detached homes. In connection with the merger with Ryland, the Company experienced key personnel changes and significant growth in its operations, and as a result, the Company began to develop processes and reporting packages to manage and assess the Company's performance at a regional level. In light of the key personnel changes, growth in operations, and the focus on regional information provided to the Company's chief operating decision maker, during 2016, we performed an assessment of our operating segments in accordance with ASC Topic 280, Segment Reporting ("ASC 280"), ~~and~~we have determined that each of our four homebuilding regions and financial services operations (consisting of our mortgage financing and title operations) are our operating segments. ~~Prior to this change, in accordance with the aggregation criteria defined in ASC 280, our~~Our four homebuilding ~~divisions were grouped into four~~ reportable segments ~~(which were our four homebuilding regions):~~include: North, consisting of our divisions in Georgia, Delaware, Illinois, Indiana, Maryland, Minnesota, New Jersey, Pennsylvania, Virginia and Washington D.C.; Southeast, consisting of our divisions in Florida and the Carolinas; Southwest, consisting of our divisions in Texas, Colorado and Nevada; and West, consisting of our divisions in California and Arizona. ~~As such, current period segment information is presented consistent with prior periods.~~

Our mortgage financing operation, CalAtlantic Mortgage, provides mortgage financing to many of our homebuyers in substantially all of the markets in which we operate, and sells substantially all of the loans it originates in the secondary mortgage market. Our title, escrow and insurance subsidiaries provide title, escrow and insurance services ~~operation provides various title services for our~~to homebuyers in ~~most~~many of our ~~operating divisions.~~markets. Our mortgage financing, title, escrow and ~~title~~insurance services operations are included in our financial services reportable segment, which is separately reported in our condensed consolidated financial statements under "Financial Services."

Corporate is a non-operating segment that develops and implements strategic initiatives and supports our operating segments by centralizing key administrative functions such as accounting, finance and treasury, information technology, insurance and risk management, litigation, marketing and human resources. Corporate also provides the necessary administrative functions to support us as a publicly traded company. All of the expenses incurred by Corporate are allocated to each of our four homebuilding regions based on their respective percentage of revenues.

Segment financial information relating to the Company's homebuilding operations was as follows:

	Three Months Ended March 31,
	2017		2016
	(Dollars in thousands)
Homebuilding revenues:
North	$	234,776	$	186,555
Southeast		351,103		277,482
Southwest		336,215		343,034
West		415,605		378,612
Total homebuilding revenues	$	1,337,699	$	1,185,683

Homebuilding pretax income (1):
North	$	18,865	$	9,570
Southeast		23,716		21,050
Southwest		30,177		26,926
West		49,529		50,722
Total homebuilding pretax income	$	122,287	$	108,268

Homebuilding income (loss) from unconsolidated joint ventures:
North	$	292	$	306
Southeast		―		457
Southwest		108		567
West		3,488		(141	)
Total homebuilding income (loss) from unconsolidated joint ventures	$	3,888	$	1,189

________________

(1)

Homebuilding pretax income includes depreciation and amortization expense of $1.0 million, $4.0 million, $2.4 million and $5.3 million, respectively, in the North, Southeast, Southwest and West for the quarter ended March 31, 2017 and $1.2 million, $2.9 million, $2.6 million and $5.3 million, respectively, in the North, Southeast, Southwest and West for the quarter ended March 31, 2016.

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Segment financial information relating to the Company's homebuilding ~~operations was as follows:~~

   Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015
   (Dollars in thousands)
Homebuilding revenues:
North $ 283,060 $ n/a $ 710,889 $ n/a
Southeast 400,720 211,759 1,065,038 556,330
Southwest 389,160 155,595 1,165,797 461,304
West 598,018 284,836 1,493,279 804,466
     Total homebuilding revenues $ 1,670,958 $ 652,190 $ 4,435,003 $ 1,822,100

Homebuilding pretax income (1):
North $ 25,627 $ n/a $ 53,177 $ n/a
Southeast 31,303 19,379 84,125 44,909
Southwest 39,312 16,552 113,145 49,817
West 104,697 39,516 230,231 114,713
     Total homebuilding pretax income $ 200,939 $ 75,447 $ 480,678 $ 209,439

~~__________________~~

~~(1)~~

Homebuilding pretax income includes depreciation and amortization expense of $1.7 million, $4.2 million, $2.8 million and $7.1 million, respectively, in the North, Southeast, Southwest and West for the quarter ended September 30, 2016 and $4.5 million, $11.2 million, $8.6 million and $18.9 million, respectively, in the North, Southeast, Southwest and West for the nine months ended September 30, 2016.

~~Segment financial information relating to the Company's homebuilding~~ assets was as follows:

		March 31,		December 31,
		2017		2016
		(Dollars in thousands)
Homebuilding assets:
	North	$	1,227,859	$	1,181,544
	Southeast		2,300,549		2,253,289
	Southwest		1,866,350		1,842,869
	West		2,448,338		2,500,163
	Corporate		587,527		578,780
	Total homebuilding assets	$	8,430,623	$	8,356,645

Homebuilding investments in unconsolidated joint ventures:
	North	$	5,547	$	5,691
	Southeast		334		334
	Southwest		5,931		6,085
	West		108,552		115,017
	Total homebuilding investments in unconsolidated joint ventures	$	120,364	$	127,127

   September 30, December 31,
2016 2015
   (Dollars in thousands)
Homebuilding assets:
North $ 1,158,975 $ 732,689
Southeast 2,189,173 1,766,241
Southwest 1,874,226 1,470,654
West 2,613,248 2,357,597
Corporate (1) 529,599 1,594,175
     Total homebuilding assets $ 8,365,221 $ 7,921,356

~~__________________~~

~~(1)~~

The assets in our Corporate Segment include cash and cash equivalents and our deferred tax asset, and at December 31, 2015 included $0.9 billion of goodwill recorded in connection with our merger with Ryland. During the 2016 second quarter, recorded goodwill was allocated to the Company's reporting units (as of September 30, 2016, approximately $0.3 billion was included in each of the North, Southeast and Southwest segments, and approximately $0.1 billion was included in the West segment).

5.4. Earnings Per Common Share

We compute earnings per share in accordance with ASC Topic 260, Earnings per Share ("ASC 260"), which requires earnings per share for each class of stock ~~(common stock and participating preferred stock)~~ to be calculated using the two-class method. The two-class method is an allocation of earnings between the holders of common stock and a company's participating security holders. Under the two-class method, earnings for the reporting period are allocated between common shareholders and other security holders based on their respective participation rights in undistributed earnings. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share pursuant to the two-class method.

Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. Our ~~Series B junior participating convertible preferred stock ("Series B Preferred Stock"), which was convertible into shares of our common stock at the holder's option, and our~~ unvested restricted stock are classified as participating securities in accordance with ASC 260. Net income allocated to the holders of our ~~Series B Preferred Stock and~~ unvested restricted stock is calculated based on the shareholders' proportionate share of weighted average shares of common stock outstanding on an if-converted basis.

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For purposes of determining diluted earnings per common share, basic earnings per common share is further adjusted to include the effect of potential dilutive common shares outstanding, including stock options, stock appreciation rights, performance share awards and unvested restricted stock using the more dilutive of either the two-class method or the treasury stock ~~method, and Series B Preferred Stock and convertible debt using the if-converted~~ method. Under the two-class method of calculating diluted earnings per share, net income is reallocated to common stock, ~~the Series B Preferred~~unvested restricted stock and all dilutive securities based on the contractual participating rights of the security to share in the current earnings as if all of the earnings for the period had been distributed. In the computation of diluted earnings per share, the two-class method and if-converted method for the Series B Preferred Stock resulted in the same earnings per share amounts as the holder of the Series B Preferred Stock had the same economic rights as the holders of the common stock.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2016 2015 2016 2015
(Dollars in thousands, except per share amounts)

Numerator:
Net income $ 132,348 $ 47,177 $ 317,769 $ 135,980
Less: Net income allocated to preferred shareholder ― (11,342 ) ― (32,818 )
Less: Net income allocated to unvested restricted stock (294 ) (93 ) (635 ) (274 )
Net income available to common stockholders for basic
earnings per common share 132,054 35,742 317,134 102,888
Effect of dilutive securities:
Net income allocated to preferred shareholder ― 11,342 ― 32,818
Interest on 1.625% convertible senior notes due 2018 91 ― 1,088 ―
Interest on 0.25% convertible senior notes due 2019 82 ― 984 ―
Interest on 1.25% convertible senior notes due 2032 62 41 744 490
Net income available to common and preferred stock for diluted
earnings per share $ 132,289 $ 47,125 $ 319,950 $ 136,196

Denominator:
Weighted average basic common shares outstanding 118,338,891 55,345,443 119,188,145 55,059,683
Weighted average additional common shares outstanding if preferred shares
converted to common shares (if dilutive) ― 17,562,557 ― 17,562,557
Total weighted average common shares outstanding if preferred shares
converted to common shares 118,338,891 72,908,000 119,188,145 72,622,240
Effect of dilutive securities:
Share-based awards 643,602 684,511 605,860 830,501
1.625% convertible senior notes due 2018 7,165,845 ― 7,165,845 ―
0.25% convertible senior notes due 2019 3,638,080 ― 3,638,080 ―
1.25% convertible senior notes due 2032 6,290,997 6,262,570 6,290,997 6,262,570
Weighted average diluted shares outstanding 136,077,415 79,855,081 136,888,927 79,715,311

Income per common share:
Basic $ 1.12 $ 0.65 $ 2.66 $ 1.87
Diluted $ 0.97 $ 0.59 $ 2.34 $ 1.71

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	Three Months Ended March 31,
	2017			2016
	(Dollars in thousands, except per share amounts)

Numerator:
Net income	$	82,620		$	72,661
Less: Net income allocated to unvested restricted stock		(301	)		(113	)
Net income available to common stockholders for basic
earnings per common share		82,319			72,548
Effect of dilutive securities:
Interest on 1.625% convertible senior notes due 2018		94			(370	)
Interest on 0.25% convertible senior notes due 2019		85			82
Interest on 1.25% convertible senior notes due 2032		64			62
Net income available to common stock for diluted
earnings per share	$	82,562		$	72,322

Denominator:
Weighted average basic common shares outstanding		114,487,245			120,814,939
Effect of dilutive securities:
Share-based awards		903,173			561,065
1.625% convertible senior notes due 2018		7,169,940			7,157,934
0.25% convertible senior notes due 2019		3,640,140			3,634,072
1.25% convertible senior notes due 2032		6,304,937			6,262,570
Weighted average diluted shares outstanding		132,505,435			138,430,580

Income per common share:
Basic	$	0.72		$	0.60
Diluted	$	0.62		$	0.52

5. Stock-Based Compensation

We account for share-based awards in accordance with ASC Topic 718, Compensation – Stock Compensation ("ASC 718") which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions with employees except for equity instruments held by employee share ownership plans.

Total compensation expense recognized related to stock-based compensation was ~~$3.7~~$4.3 million and ~~$3.5~~$3.8 million for the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015, respectively. For the nine months ended September 30, 2016 and 2015, we recognized stock-based compensation expense of $11.2 million and $8.6 million,~~ respectively. As of ~~September 30, 2016,~~March 31, 2017, total unrecognized stock-based compensation expense was ~~$23.7~~$23.4 million, with a weighted average period over which the remaining unrecognized compensation expense is expected to be recorded of approximately ~~2.0~~1.8 years.

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7.6. Cash and Equivalents and Restricted Cash

Cash and equivalents include cash on hand, demand deposits and all highly liquid short-term investments, including interest-bearing securities purchased with a maturity of three months or less from the date of purchase. At ~~September 30, 2016,~~March 31, 2017, cash and equivalents included ~~$116.5~~$83.0 million of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit.

At ~~September 30, 2016,~~March 31, 2017, homebuilding restricted cash represented ~~$29.8~~$30.3 million of cash held in cash collateral accounts primarily related to certain letters of credit that have been issued. Financial services restricted cash as of ~~September 30, 2016~~March 31, 2017 consisted of $17.7 million held in cash collateral accounts primarily related to certain letters of credit that have been issued, ~~$3.5~~$3.0 million related to our financial services subsidiary mortgage credit facilities and ~~$0.6~~$0.5 million related to funds held in trust for third parties.

8.7. Marketable Securities, Available-for-sale

The Company's investment portfolio includes mainly municipal debt securities and metropolitan district bond securities, which are included in homebuilding other assets in the accompanying condensed consolidated balance sheets. As defined in ASC Topic 320, Investments—Debt and Equity Securities ("ASC 320"), the Company considers its investment portfolio to be available-for-sale. Accordingly, these

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investments are recorded at their fair values. The cost of securities sold is based on an average-cost basis. Unrealized gains and losses on these investments are included in accumulated other comprehensive income (loss), net of tax, within stockholders' equity. At ~~September 30, 2016,~~March 31, 2017, accumulated other comprehensive income (loss) included unrealized gains of ~~$392,000~~$1,000 on available-for-sale marketable securities, offset with reclassification adjustments, which represent net realized earnings associated with the Company's investment portfolio, which included interest, dividends and net realized gains on sales of marketable securities, and totaled ~~$348,000~~$173,000 for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017. Realized gains or losses were included in homebuilding other income (expense) in the accompanying condensed consolidated statements of operations.

The Company periodically reviews its available-for-sale securities for other-than-temporary declines in fair values that are below their cost bases, as well as whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. At ~~September 30, 2016,~~March 31, 2017, the Company believes that the cost bases for its available-for-sale securities were recoverable in all material respects.

The primary objectives of the Company's investment portfolio are safety of principal and liquidity. Investments are made with the purpose of achieving the highest rate of return consistent with these two objectives. The Company's investment policy limits investments to debt securities rated investment grade or better, as well as to bank and money market instruments and to issues by the U.S. government, U.S. government agencies and municipal or other institutions primarily with investment‑grade credit ratings. Our policy places restrictions on maturities, as well as on concentration by type and issuer.

The following table displays the fair values of marketable securities, available-for-sale, by type of security:

March 31, 2017

December 31, 2016

Amortized Cost

Gross Unrealized Losses

Estimated Fair Value

Amortized Cost

Gross Unrealized Losses

Estimated Fair Value

(Dollars in thousands)

Type of security:

Municipal bond and metropolitan district securities

$18,563

$(465)

$18,098

$18,563

$(465)

$18,098

   September 30, 2016 December 31, 2015

Amortized
Cost
Gross Unrealized Gains
Estimated
Fair Value

Amortized
Cost
Gross Unrealized Gains
Estimated
Fair Value
   (Dollars in thousands)
Type of security:
Municipal bond and metropolitan district securities    $            18,438 $                   44 $         18,482 $            19,439 $                     5 $         19,444

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The following table displays the fair values of marketable securities, available-for-sale, by contractual maturity:

	March 31, 2017
	(Dollars in thousands)
Contractual maturity:
Maturing in one year or less	$	―
Maturing after three years		18,098
Total marketable securities, available-for-sale	$	18,098

September 30, 2016
(Dollars in thousands)
Contractual maturity:
Maturing in one year or less $ ―
Maturing after three years 18,482
Total marketable securities, available-for-sale $ 18,482

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8. Inventories

a. Inventories Owned

Inventories owned consisted of the following at:

	March 31, 2017
	North		Southeast		Southwest		West		Total
	(Dollars in thousands)

Land and land under development (1)	$	418,256	$	1,119,696	$	580,263	$	1,381,594	$	3,499,809
Homes completed and under construction		396,682		720,209		768,655		687,930		2,573,476
Model homes		74,753		133,945		115,607		158,685		482,990
Total inventories owned	$	889,691	$	1,973,850	$	1,464,525	$	2,228,209	$	6,556,275

	December 31, 2016
	North		Southeast		Southwest		West		Total
	(Dollars in thousands)

Land and land under development (1)	$	445,245	$	1,177,646	$	594,585	$	1,410,264	$	3,627,740
Homes completed and under construction		327,421		585,938		710,509		680,241		2,304,109
Model homes		79,306		132,968		116,575		178,094		506,943
Total inventories owned	$	851,972	$	1,896,552	$	1,421,669	$	2,268,599	$	6,438,792

September 30, 2016
North Southeast Southwest West Total
(Dollars in thousands)

Land and land under development (1) $ 441,119 $ 1,121,369 $ 631,520 $ 1,258,888 $ 3,452,896
Homes completed and under construction 341,535 651,531 713,662 874,834 2,581,562
Model homes 76,905 131,147 115,784 174,753 498,589
Total inventories owned $ 859,559 $ 1,904,047 $ 1,460,966 $ 2,308,475 $ 6,533,047

December 31, 2015
North Southeast Southwest West Total
(Dollars in thousands)

Land and land under development (1) $ 370,584 $ 1,169,350 $ 687,792 $ 1,318,563 $ 3,546,289
Homes completed and under construction 266,967 464,668 599,183 708,779 2,039,597
Model homes 66,100 119,283 113,549 185,141 484,073
Total inventories owned $ 703,651 $ 1,753,301 $ 1,400,524 $ 2,212,483 $ 6,069,959

~~__________________~~________________

(1)

During the ~~nine~~three months ended ~~September 30,~~March 31, 2017, we purchased $165.3 million of land (3,075 homesites), of which 34% (based on homesites) were located in the North, 36% in the Southeast, 25% in the Southwest, and 5% in the West. During the year ended December 31, 2016, we purchased ~~$680.9~~$960.8 million of land ~~(10,048~~(13,566 homesites), of which 25% (based on homesites) were located in the North, 25% in the Southeast, ~~25%~~24% in the Southwest, and ~~25%~~26% in the West. During the year ended December 31, 2015, we purchased $515.3 million of land (6,631 homesites) and acquired an additional 40,245 homesites as a result of the merger with Ryland. The homesites we purchased during 2015, other than through the merger, were located as follows: 12% (based on homesites) were located in the North, 39% in the Southeast, 18% in the Southwest, and 31% in the West.

In accordance with ASC Topic 360, Property, Plant, and Equipment ("ASC 360"), we record impairment losses on inventories when events and circumstances indicate that they may be impaired, and the future undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. We perform a detailed budget and cash flow review of all of our real estate communities (including actively selling communities, future communities and communities on hold/inactive) on a semi-annual basis throughout each fiscal year to, among other things, determine whether the community's estimated remaining undiscounted future cash flows are more or less than the carrying value of the inventory balance. Inventories that are determined to be impaired are written down to their estimated fair value. We calculate the fair value of a community under a land residual value analysis and in certain cases in conjunction with a discounted cash flow analysis. As of ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ the total active and future communities that we owned were ~~879~~815 and ~~380,~~762, respectively. During the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ we reviewed all communities for indicators of impairment and based on our review we did not record any inventory impairments during these periods.

b. Inventories Not Owned

Inventories not owned as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 consisted of land purchase and lot option deposits outstanding at the end of each period, and purchase price allocated to lot option contracts assumed in connection with business acquisitions. Under ASC Topic 810, Consolidation ("ASC 810"), a non-refundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity's expected losses if they occur. Our land purchase and lot option deposits generally represent our maximum exposure to the land seller if we elect not to purchase the optioned property. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown. Such costs are classified as inventories owned, which we would

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have to write-off should we not exercise the option. Therefore, whenever we enter into a land option or purchase contract with an entity and make a non-refundable deposit, a variable interest entity ("VIE") may have been created. In accordance with ASC 810, we perform ongoing reassessments of whether we are the primary beneficiary of a VIE.

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9. Capitalization of Interest

We follow the practice of capitalizing interest to inventories owned during the period of development and to investments in unconsolidated homebuilding and land development joint ventures in accordance with ASC Topic 835, Interest ("ASC 835"). Homebuilding interest capitalized as a cost of inventories owned is included in cost of sales as related units or lots are sold. Interest capitalized to investments in unconsolidated homebuilding and land development joint ventures is included as a reduction of income from unconsolidated joint ventures when the related homes or lots are sold to third parties. Interest capitalized to investments in unconsolidated land development joint ventures is transferred to inventories owned if the underlying lots are purchased by us. To the extent our debt exceeds our qualified assets as defined in ASC 835, we expense a portion of the interest incurred by us. Qualified assets represent communities that are actively selling or under development as well as investments in homebuilding and land development unconsolidated joint ventures. During the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ our qualified assets exceeded our debt, and as a result, all of our homebuilding interest incurred during the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ was capitalized in accordance with ASC 835.

The following is a summary of homebuilding interest capitalized to inventories owned and investments in unconsolidated joint ventures, amortized to cost of sales and income (loss) from unconsolidated joint ventures and expensed as interest expense, for the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2017 and ~~2015:~~2016:

	Three Months Ended March 31,
	2017			2016
	(Dollars in thousands)

Total interest incurred (1)	$	51,705		$	62,725
Less: Interest capitalized to inventories owned (1)		(50,875	)		(61,845	)
Less: Interest capitalized to investments in unconsolidated joint ventures		(830	)		(880	)
Interest expense	$	―		$	―

Interest previously capitalized to inventories owned, included in cost of home sales	$	39,428		$	30,203
Interest previously capitalized to inventories owned, included in cost of land sales	$	―		$	179
Interest previously capitalized to investments in unconsolidated joint ventures,
included in income (loss) from unconsolidated joint ventures	$	―		$	―
Interest capitalized in ending inventories owned (2)	$	377,647		$	336,922
Interest capitalized as a percentage of inventories owned		5.8	%		5.3	%
Interest capitalized in ending investments in unconsolidated joint ventures (2)	$	3,693		$	3,821
Interest capitalized as a percentage of investments in unconsolidated joint ventures		3.1	%		2.8	%

Three Months Ended
September 30,

Nine Months Ended
September 30,

2016 2015 2016 2015
(Dollars in thousands)

Total interest incurred (1) $ 56,872 $ 42,304 $ 175,207 $ 125,964
Less: Interest capitalized to inventories owned (1) (55,761 ) (41,611 ) (172,170 ) (124,520 )
Less: Interest capitalized to investments in unconsolidated joint ventures (1,111 ) (693 ) (3,037 ) (1,444 )
Interest expense $ ― $ ― $ ― $ ―

Interest previously capitalized to inventories owned, included in cost of home sales $ 44,636 $ 30,275 $ 115,367 $ 87,721
Interest previously capitalized to inventories owned, included in cost of land sales $ 115 $ 3,048 $ 1,596 $ 4,803
Interest previously capitalized to investments in unconsolidated joint ventures,
included in income (loss) from unconsolidated joint ventures $ 613 $ ― $ 613 $ ―
Interest capitalized in ending inventories owned (2) $ 362,807 $ 307,603 $ 362,807 $ 307,603
Interest capitalized as a percentage of inventories owned 5.6 % 8.1 % 5.6 % 8.1 %
Interest capitalized in ending investments in unconsolidated joint ventures (2) $ 3,224 $ 2,109 $ 3,224 $ 2,109
Interest capitalized as a percentage of investments in unconsolidated joint ventures 2.3 % 1.7 % 2.3 % 1.7 %

~~__________________~~________________

(1)

Total interest incurred and interest capitalized to inventories owned during the ~~nine~~three months ended ~~September 30,~~March 31, 2016 includes a $9 million increase related to the valuation of the 1.625% convertible senior notes that was completed during the 2016 first quarter. ~~Please see Note 3 for further discussion.~~

(2)

During the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2017, in connection with lot purchases from our joint ventures, ~~$1.6~~$0.5 million ~~and $2.1 million, respectively,~~ of capitalized interest was transferred from investments in unconsolidated joint ventures to inventories owned.

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~~11.~~10. Investments in Unconsolidated Land Development and Homebuilding Joint Ventures

The table set forth below summarizes the condensed combined statements of operations for our unconsolidated land development and homebuilding joint ventures that we account for under the equity method:

Nine Months Ended
September 30,

2016 2015
(Dollars in thousands)
(Unaudited)

Revenues $ 27,426 $ 22,350
Cost of sales and expenses (17,791 ) (25,444 )
Income (loss) of unconsolidated joint ventures $ 9,635 $ (3,094 )
Income (loss) from unconsolidated joint ventures reflected in the
accompanying condensed consolidated statements of operations $ 2,643 $ (381 )

Income (loss) from unconsolidated joint ventures reflected in the accompanying condensed consolidated statements of operations represents our share of the income (loss) of our unconsolidated land development and homebuilding joint ventures, which is allocated based on the provisions of the underlying joint venture operating agreements less any additional impairments recorded against our investments in joint ventures which we do not deem recoverable. In addition, we defer recognition of our share of income that relates to lots purchased by us from land development joint ventures until we ultimately sell the homes to be constructed to third parties, at which time we account for these earnings as a reduction of the cost basis of the lots purchased from these joint ventures. For the nine months ended September 30, 2016, income (loss) from unconsolidated joint ventures included $0.8 million, $0.9 million, $0.4 million and $0.5 million of income from joint ventures within our West, Southwest, Southeast and North reportable segments, respectively. For the nine months ended September 30, 2015, income (loss) from unconsolidated joint ventures was primarily attributable to our share of income (loss) related to our West region joint ventures.

During each of the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ all of our investments in unconsolidated joint ventures were reviewed for impairment. Based on the impairment review, ~~during the three and nine months ended September 30, 2016, we recorded a $1.0 million impairment charge related to one joint venture in the West. No~~no joint venture communities were determined to be impaired for the ~~nine~~three months ended ~~September 30, 2015.~~March 31, 2017 or 2016.

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~~The table set forth below summarizes the condensed combined balance sheets for our unconsolidated land development and homebuilding joint ventures that we accounted for under the equity method:~~

   September 30, December 31,
2016 2015
(Dollars in thousands)
(Unaudited)
Assets:
Cash $ 33,799 $ 34,893
Inventories 600,056 510,502
Other assets 11,872 14,540
              Total assets $ 645,727 $ 559,935

Liabilities and Equity:
Accounts payable and accrued liabilities $ 37,176 $ 26,571
Non-recourse debt 30,683 33,704
CalAtlantic equity 159,214 130,750
Other members' equity 418,654 368,910
              Total liabilities and equity $ 645,727 $ 559,935

Investments in unconsolidated joint ventures reflected in
the accompanying condensed consolidated balance sheets (1) $ 139,373 $ 132,763

~~__________________~~

~~(1)~~

~~As of September 30, 2016, our investments in unconsolidated joint ventures consisted of $127.6 million, $5.9 million, $0.3 million and $5.6 million~~, within our West, Southwest, Southeast and North reportable segments, respectively. As of December 31, 2015, our investments in unconsolidated joint ventures consisted of $121.3 million, $5.6 million, $0.3 million and $5.6 million, ~~within our West, Southwest, Southeast and North reportable segments, respectively.~~

In some cases our net investment in these unconsolidated joint ventures is not equal to our proportionate share of total equity reflected in the table above primarily because of differences between asset impairments that we recorded in prior periods against our joint venture investments and the impairments recorded by the applicable joint venture. As of September 30, 2016 and December 31, 2015, substantially all of our investments in unconsolidated joint ventures were in California. Our investments in unconsolidated joint ventures also included approximately $3.2 million and $2.9 million of homebuilding interest capitalized to investments in unconsolidated joint ventures as of September 30, 2016 and December 31, 2015, respectively, which capitalized interest is not included in the condensed combined balance sheets above.

~~Our investments in these~~ unconsolidated joint ventures may represent a variable interest in a VIE depending on, among other things, the economic interests of the members of the entity and the contractual terms of the arrangement. We analyze all of our unconsolidated joint ventures under the provisions of ASC 810 to determine whether these entities are deemed to be VIEs, and if so, whether we are the primary beneficiary. As of ~~September 30, 2016,~~March 31, 2017, with the exception of one homebuilding joint venture that we consolidated during the 2017 first quarter in accordance with ASC 810, all of our homebuilding and land development joint ventures with unrelated parties were determined under the provisions of ASC 810 to be unconsolidated joint ventures either because they were not deemed to be VIEs and we did not have a controlling interest, or, if they were a VIE, we were not deemed to be the primary beneficiary. During the 2017 first quarter, we entered into a homebuilding joint venture with an unrelated party. Based on our assessment of the joint venture's operating agreement in accordance with ASC 810, we determined that this joint venture is a consolidated VIE where CalAtlantic Group, Inc. is the primary beneficiary that has both (i) the power to direct the activities of the entity that most significantly impact the entity's economic performance and (ii) the obligation to absorb the expected losses of the entity and right to receive benefits from the entity that could be potentially significant to the joint venture.

~~12.~~11. Warranty Costs

Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized. Amounts accrued are based upon historical experience. Indirect warranty overhead salaries and related costs are charged to cost of sales in the period incurred. We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts recorded if necessary. Our warranty accrual is included in accrued liabilities in the accompanying condensed consolidated balance sheets.

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Changes in our warranty accrual are detailed in the table set forth below:

	Nine Months Ended September 30,							Three Months Ended March 31,
	2016				2015			2017				2016
	(Dollars in thousands)							(Dollars in thousands)

Warranty accrual, beginning of the period		$	40,691		$	13,584			$	43,932			$	40,691
Warranty costs accrued during the period			16,903			7,403				4,805				4,588
Warranty costs paid during the period			(15,088	)		(7,119	)			(5,237	)			(4,774	)
Warranty accrual, end of the period		$	42,506		$	13,868			$	43,500			$	40,505

~~13.~~12. Revolving Credit Facility and Letter of Credit Facilities

As of ~~September 30, 2016,~~March 31, 2017, we were party to a $750 million unsecured revolving credit facility, ~~(the "Revolving Facility"),~~ $350 million of which is available for letters of credit, which matures in October 2019. The ~~Revolving Facility~~facility has an accordion feature under which the Company may increase the total commitment up to a maximum aggregate amount of $1.2 billion, subject to certain conditions, including the availability of additional bank commitments. Interest rates, as defined in the credit agreement, approximate (i) LIBOR (approximately ~~0.53%~~0.983% at ~~September 30, 2016)~~March 31, 2017) plus 1.75%, or (ii) Prime ~~(3.50%~~(4.00% at ~~September 30, 2016)~~March 31, 2017) plus 0.75%.

In addition to customary representations and warranties, the facility contains financial and other covenants, including a minimum tangible net worth requirement of $1.65 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), a net homebuilding leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 2.00 to 1.00 and a land covenant that limits land not under development to an amount not to exceed tangible net worth. The Company is also required to maintain either (a) a minimum liquidity level (unrestricted cash in excess of interest incurred for the previous four quarters) or (b) a minimum interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.25 to 1.00. We were in compliance with all of the ~~Revolving Facility~~revolving facility covenants as of ~~September 30, 2016.~~March 31, 2017. The ~~Revolving Facility~~revolving facility also limits, among other things, the Company's investments in joint ventures and the amount of the Company's common stock that the Company can repurchase. On ~~September 30, 2016,~~March 31, 2017, we had ~~$146.0 million~~no borrowings outstanding under the facility and

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had outstanding letters of credit issued under the facility totaling ~~$112.9~~$106.5 million, leaving ~~$491.1~~$643.5 million available under the facility to be drawn.

As of ~~September 30, 2016,~~March 31, 2017, in addition to our $350 million letter of credit sublimit under our ~~Revolving Facility,~~revolving facility, we were party to four committed letter of credit facilities totaling ~~$48~~$40.2 million, of which ~~$28.2~~$26.1 million was outstanding. These facilities require cash collateralization and have maturity dates ranging from ~~January~~August 2017 to October 2017. As of ~~September 30, 2016,~~March 31, 2017, these facilities were secured by cash collateral deposits of ~~$28.7~~$26.6 million. Upon maturity, we may renew or enter into new letter of credit facilities with the same or other financial institutions.

~~14.~~13. Secured Project Debt and Other Notes Payable

Our secured project debt and other notes payable consist of seller non-recourse financing and community development district and similar assessment district bond financings used to finance land acquisition, development and infrastructure costs for which we are responsible. At ~~September 30, 2016,~~March 31, 2017, we had approximately ~~$40.9~~$27.4 million outstanding in secured project debt and other notes payable.

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~~15.~~14. Senior Notes Payable

Senior notes payable consisted of the following at:

	September 30,		December 31,		March 31,		December 31,
	2016		2015		2017		2016
	(Dollars in thousands)				(Dollars in thousands)

10.75% Senior Notes due September 2016	$	―	$	275,845
8.4% Senior Notes due May 2017		238,625		248,975	$	231,725	$	235,175
8.375% Senior Notes due May 2018		574,397		574,058		574,600		574,501
1.625% Convertible Senior Notes due May 2018		219,396		301,754		221,077		220,236
0.25% Convertible Senior notes due June 2019		252,357		248,098		255,196		253,777
6.625% Senior Notes due May 2020		321,402		325,882		318,416		319,909
8.375% Senior Notes due January 2021		394,970		394,152		395,525		395,246
6.25% Senior Notes due December 2021		297,504		297,148		297,742		297,623
5.375% Senior Notes due October 2022		249,197		249,096		249,264		249,230
5.875% Senior Notes due November 2024		296,886		296,598		297,077		296,982
5.25% Senior Notes due June 2026		297,428		―		297,427		297,483
1.25% Convertible Senior Notes due August 2032		251,637		250,410		252,455		252,046
	$	3,393,799	$	3,462,016	$	3,390,504	$	3,392,208

The carrying amount of our senior notes listed above are net of debt issuance costs and any discounts and premiums that are amortized to interest costs over the respective terms of the notes.

The Company's 1.625% Convertible Senior Notes due 2018 ~~(the "1.625% Convertible Notes")~~ are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.625% Convertible Notes bear interest at a rate of 1.625% per year and will mature on May 15, 2018, unless earlier converted or repurchased. The holders may convert their 1.625% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of ~~31.8482~~31.8664 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately ~~$31.40~~$31.38 per share), subject to adjustment. The Company may not redeem the 1.625% Convertible Notes prior to the stated maturity date.

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its option, if the closing sale price of its common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within 5 trading days immediately preceding the date on which it provides notice of redemption, including the last trading day of such 30 day trading period, exceeds 130 percent of the applicable conversion price on each applicable trading day. The redemption price will equal 100 percent of the principal amount of the 0.25% Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company's 1.25% Convertible Senior Notes due 2032 ~~(the "1.25% Convertible Notes")~~ are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.25% Convertible Notes bear interest at a rate of 1.25% per year and will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. The holders may convert their 1.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of ~~24.8656~~24.9207 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately ~~$40.22~~$40.13 per share), subject to adjustment. The Company may not redeem the 1.25% Convertible Notes prior to August 5, 2017. On or after August 5, 2017 and prior to the maturity date, the Company may redeem for cash all or part of the 1.25% Convertible Notes at a redemption price equal to 100% of the principal amount of the 1.25% Convertible Notes being redeemed. On each of August 1, 2017,

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August 1, 2022 and August 1, 2027, holders of the 1.25% Convertible Notes may require the Company to purchase all or any portion of their 1.25% Convertible Notes for cash at a price equal to 100% of the principal amount of the 1.25% Convertible Notes to be repurchased.

Our senior notes payable are all senior obligations and rank equally with our other existing senior indebtedness and, with the exception of our Convertible Notes, are redeemable at our option, in whole or in part, pursuant to a "make whole" formula. These notes contain various restrictive covenants, including, but not limited to, a limitation on secured indebtedness and a restriction on sale leaseback transactions. As of ~~September 30, 2016,~~March 31, 2017, we were in compliance with the covenants required by our senior notes.

Many of our 100% owned direct and indirect subsidiaries (collectively, the "Guarantor Subsidiaries") guarantee our outstanding senior notes. The guarantees are full and unconditional, and joint and several. Under our most restrictive indenture, a Guarantor Subsidiary will be released and relieved of any obligations under the applicable note guarantee in the event that i) such Guarantor Subsidiary ceases to be a restricted subsidiary in the homebuilding segment or ii) in the event of a sale or other disposition of such Guarantor Subsidiary, in compliance with the indenture, and such Guarantor Subsidiary ceases to guaranty any other debt of the Company. Please see Note 2220 for supplemental financial statement information about our guarantor subsidiaries group and non-guarantor subsidiaries group.

~~During the 2016 second quarter,~~In April 2017, the Company issued ~~$300~~$225 million in aggregate principal amount of senior notes, consisting of $125 million aggregate principal amount of additional notes to the Company's existing 5.875% Senior Notes due 2024 and $100 million aggregate principal amount of additional notes to the Company's existing 5.25% Senior Notes due 2026, which are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. A portion of the net proceeds of this issuance ~~was~~will be used to repay or repurchase the ~~remaining $280 million principal balance of our 10.75%~~Company's 8.4% Senior Notes ~~upon maturity in September 2016.~~due May 2017.

~~16.~~15. ~~Preferred Stock~~

Prior to our merger with Ryland, MP CA Homes, LLC ("MatlinPatterson") held all of the outstanding shares of Company Series B Preferred Stock and 126.4 million shares of Company common stock, which, together, represented approximately 59% of the total number of shares of Company common stock issued and outstanding on an if-converted basis. Immediately following the merger, MatlinPatterson converted all of their shares of preferred stock into 17.6 million shares of Company common stock. As of September 30, 2016, MatlinPatterson held 42.8 million shares (approximately 37%) of the Company's outstanding common stock and no shares of preferred stock.

~~17.~~Mortgage Credit Facility

At ~~September 30, 2016,~~March 31, 2017, we had ~~$161.9~~$154.5 million outstanding under our mortgage financing subsidiary's mortgage credit facility. This mortgage credit facility consisted of a $300 million uncommitted repurchase facility with one lender, maturing in ~~January~~June 2017. This facility requires our mortgage financing subsidiary to maintain cash collateral accounts, which totaled ~~$3.5~~$3.0 million as of ~~September 30, 2016,~~March 31, 2017, and also contains financial covenants which require CalAtlantic Mortgage to, among other things, maintain a minimum level of tangible net worth, not to exceed a debt to tangible net worth ratio, maintain a minimum liquidity amount based on a measure of total assets (inclusive of the cash collateral requirement), and satisfy pretax income

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(loss) requirements. As of ~~September 30, 2016,~~March 31, 2017, CalAtlantic Mortgage was in compliance with the financial and other covenants contained in this facility.

~~18.~~16. Disclosures about Fair Value

ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), establishes a framework for measuring fair value, expands disclosures regarding fair value measurements and defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Further, ASC 820 requires us to maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. ASC 820 specifies a hierarchy of valuation

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techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. The three levels of the hierarchy are as follows:

• Level 1 – quoted prices for identical assets or liabilities in active markets;

• Level 2 – quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~The following table presents the Company's financial~~Financial instruments measured at fair value on a recurring basis:

			Fair Value at
Description		Fair Value Hierarchy	March 31, 2017		December 31, 2016
			(Dollars in thousands)

	Marketable securities, available-for-sale
	Municipal debt securities	Level 2	$	9,387	$	9,387
	Metropolitan district bond securities	Level 3	$	8,711	$	8,711
	Mortgage loans held for sale	Level 2	$	161,385	$	265,542

Fair Value at
Description Fair Value Hierarchy
September 30,
2016

December 31,
2015
(Dollars in thousands)

Marketable securities, available-for-sale
     Municipal debt securities    Level 2    $ 9,771 $ 9,734
     Metropolitan district bond securities    Level 3 $ 8,711 $ 9,710
Mortgage loans held for sale    Level 2    $ 173,568 $ 328,835

Marketable Securities, Available-for-sale

Marketable securities that are available-for-sale are comprised mainly of municipal debt securities and metropolitan district bond securities. The Company's municipal debt securities are valued based on quoted market prices of similar instruments, which uses Level 2 inputs, and the metropolitan district bond securities are based on a discounted future cash flow model, which uses Level 3 inputs. The primary unobservable inputs used in our discounted cash flow model are (1) the forecasted number of homes to be closed, as homes drive increases to the taxpaying base for the metro district, (2) the forecasted assessed value of those closed homes and (3) the discount rate.

Mortgage loans held for sale

Mortgage loans held for sale consist of FHA, VA, USDA and agency first mortgages on single-family residences which are eligible for sale to FNMA/FHLMC, GNMA or other investors, as applicable. Fair values of these loans are based on quoted prices from third party investors when preselling loans.

~~The following table presents the carrying values and estimated fair values~~

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Table of ~~our other financial~~Contents

Financial instruments for which we have not elected the fair value option in accordance with ASC 825:

			March 31, 2017				December 31, 2016
Description		Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value
		(Dollars in thousands)

Financial services assets:
	Mortgage loans held for investment, net	Level 2	$	25,744	$	25,744	$	24,924	$	24,924
Homebuilding liabilities:
	Senior and convertible senior notes payable, net	Level 2	$	3,390,504	$	3,639,774	$	3,392,208	$	3,617,838

September 30, 2016 December 31, 2015
Description Fair Value Hierarchy
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
(Dollars in thousands)

Financial services assets:
Mortgage loans held for investment, net    Level 2    $ 24,450 $ 24,450 $ 22,704 $ 22,704
Homebuilding liabilities:    ��
Senior and convertible senior notes payable, net    Level 2    $ 3,393,799 $ 3,677,455 $ 3,462,016 $ 3,675,276

Mortgage Loans Held for Investment – Fair value of these loans is based on the estimated market value of the underlying collateral based on market data and other factors for similar type properties as further adjusted to reflect the estimated net realizable value of carrying the loans through disposition.

Senior Notes Payable – The senior notes are traded over the counter and their fair values were estimated based upon the values of their last trade at the end of the period.

The fair value of our cash and equivalents, restricted cash, accounts payable and ~~other~~accrued liabilities, secured project debt and other notes payable, revolving credit facility, and mortgage credit ~~facilities~~facility approximate their carrying amounts due to the short-term nature of these assets and liabilities.

~~19.~~17. Commitments and Contingencies

a. Land Purchase and Option Agreements

We are subject to obligations associated with entering into contracts for the purchase of land and improved homesites. These purchase contracts typically require us to provide a cash deposit or deliver a letter of credit in favor of the seller, and our purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the near-term use of funds from our corporate financing sources. Option contracts generally require a non-refundable deposit for the right to acquire lots over a specified period of time at predetermined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit or by repaying amounts drawn under our letter of credit with no further financial responsibility to the land seller, although in certain instances, the land seller has the right to compel us to purchase a specified number of lots at predetermined prices.

In some instances, we may also expend funds for due diligence, development and construction activities with respect to our land purchase and option contracts prior to purchase, which we would have to write off should we not purchase the land. At ~~September 30, 2016,~~March 31, 2017, we had non-refundable cash deposits outstanding of approximately ~~$67.8~~$56.0 million and capitalized pre-acquisition and other development and construction costs of approximately ~~$11.8~~$16.5 million relating to land purchase and option contracts having a total remaining purchase price of approximately ~~$790.6~~$788.6 million.

Our utilization of option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries, general housing market conditions, and geographic preferences. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

b. Land Development and Homebuilding Joint Ventures

Our joint ventures have historically obtained secured acquisition, development and construction financing designed to reduce the use of funds from corporate financing sources. As of ~~September 30, 2016,~~March 31, 2017, we held ownership interests in 27 homebuilding and land development joint ventures, of which 13 were active

and 14 were inactive or winding down. As of such date, only two joint ventures had project specific debt outstanding, which totaled ~~$30.7~~$30.1 million. This joint venture bank debt is non-recourse to us and is scheduled to mature in June 2017. At ~~September 30, 2016,~~March 31, 2017, we had no joint venture surety bonds outstanding.

c. Surety Bonds

c. ~~Surety Bonds~~

We obtain surety bonds in the normal course of business to ensure completion of the infrastructure of our communities. At ~~September 30, 2016,~~March 31, 2017, we had approximately ~~$841.3~~$918.1 million in surety bonds outstanding, with respect to which we had an estimated ~~$390.2~~$464.7 million remaining in cost to complete.

We commit to making mortgage loans to our homebuyers through our mortgage financing subsidiary, CalAtlantic Mortgage. CalAtlantic Mortgage sells substantially all of the loans it originates in the secondary mortgage market and finances these loans under its mortgage credit facilities for a short period of time (typically for 30 to 45 days), as investors complete their administrative review of applicable loan documents. Mortgage loans in process for which interest rates were committed to borrowers totaled approximately ~~$266.6~~$358.4 million at ~~September 30, 2016~~March 31, 2017 and carried a weighted average interest rate of approximately ~~3.5%~~3.9%. Interest rate risks related to these obligations are mitigated by CalAtlantic Mortgage through the preselling of loans to investors or through its interest rate hedging program. As of ~~September 30, 2016,~~March 31, 2017, CalAtlantic Mortgage had approximately ~~$168.6~~$156.4 million in closed mortgage loans held for sale and ~~$28.1~~$36.1 million of mortgage loans that we were committed to sell to investors subject to our funding of the loans and the investors' completion of their administrative review of the applicable loan documents. In addition, as of ~~September 30, 2016,~~March 31, 2017, CalAtlantic Mortgage had approximately ~~$238.5~~$322.3 million of mortgage loans in process that were or are expected to be originated on a non-presold basis, substantially all of which were hedged by forward sale commitments of mortgage-backed securities prior to entering into loan sale transactions with third party investors.

Substantially all of the loans originated by CalAtlantic Mortgage are sold with servicing rights released on a non-recourse basis. These sales are generally subject to CalAtlantic Mortgage's obligation to repay its gain on sale if the loan is prepaid by the borrower within a certain time period following such sale, or to repurchase the loan if, among other things, the purchaser's underwriting guidelines are not met, or there is fraud in connection with the loan. During the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ CalAtlantic Mortgage recorded no loan loss expense related to indemnification and repurchase ~~allowances of $0.1 million and $0.1 million, respectively.~~allowances. As of ~~September 30,~~March 31, 2017 and December 31, 2016, CalAtlantic Mortgage had indemnity and repurchase allowances related to loans sold of approximately ~~$3.5~~$3.6 million. In addition, during the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ CalAtlantic Mortgage made make-whole payments of ~~$0.3 million~~$0 and $0.1 million, respectively.

Insurance and litigation accruals are established with respect to estimated future claims cost. We maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-related claims. We also generally require our subcontractors and design professionals to indemnify us for liabilities arising from their work, subject to various limitations. However, such indemnity is significantly limited with respect to certain subcontractors that are added to our general liability insurance policy. We record allowances to cover ~~our~~the estimated costs of ~~self-insured retentions~~our self-insurance liability based on an analysis performed by an independent third party actuary that uses our historical claim and ~~deductible amounts under~~expense data, as well as industry data to estimate these ~~policies and estimated costs for claims that may not be covered by applicable insurance or indemnities.~~overall costs. Our total insurance and litigation accruals as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 were ~~$130.5~~$233.7 million and ~~$125.3~~$233.5 million, respectively, which are included in accrued liabilities in the accompanying condensed consolidated balance sheets. Estimation of these accruals include consideration of our claims history, including current claims, estimates of claims incurred but not yet reported, and potential for recovery of costs from insurance and other sources. We utilize the services of an independent third party actuary to assist us with evaluating the level of our insurance and litigation accruals. Because of the high degree of judgment required in determining these estimated accrual amounts, actual future claim costs could differ materially from our currently estimated amounts.

~~20.~~-19-

Table of Contents

We account for income taxes in accordance with ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered. Changes to enacted tax rates could materially impact the recorded amount of our deferred tax asset.

Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable. Our assessment considers, among other things, the nature, frequency and severity of our prior and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods, our utilization experience with operating loss and tax credit carryforwards, and tax planning alternatives.

Our ~~2016 third~~2017 first quarter provision for income taxes of ~~$78.4~~$47.2 million primarily related to our ~~$210.7~~$129.9 million of pretax income. As of ~~September 30, 2016,~~March 31, 2017, we had a ~~$325.4~~$328.2 million deferred tax asset which was partially offset by a valuation allowance of ~~$1.4~~$2.5 million related to state net operating loss carryforwards that are limited by shorter carryforward periods. As of such date, ~~$136.9~~$101.0 million of our deferred tax asset related to net operating loss carryforwards ~~($119.6 million of federal and state net operating loss carryforwards that were~~is subject to the Internal Revenue Code Section 382 ~~("Section 382")~~gross annual deduction limitation of $15.6 million for both federal and state purposes. Additionally, $15.3 million of our state deferred tax asset related to net operating losses is subject to 382 limitations resulting from our October 1, 2015 merger with Ryland, and ~~$17.3~~$5.2 million ofrelated to state net operating loss ~~carryforwards~~carryfowards that ~~were~~are not ~~subject to such limitations).~~limited by Section 382. The remaining deferred tax asset balance of ~~$188.5~~$206.7 million represented deductible timing differences, primarily related to inventory impairments and financial accruals, which have no expiration date. As of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, our liability for unrecognized tax benefits was ~~$12.2~~$12.8 million and ~~$10.6~~$12.1 million, respectively, which is included in accrued liabilities in the accompanying condensed consolidated balance sheets. In addition, as of ~~September 30, 2016,~~March 31, 2017, we remained subject to examination by various tax jurisdictions for the tax years ended December 31, ~~2011~~2012 through ~~2015.~~2016.

The following are supplemental disclosures to the condensed consolidated statements of cash flows:

Nine Months Ended September 30,
2016 2015
(Dollars in thousands)
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Income taxes    $ 150,822 $ 66,310

Supplemental Disclosures of Noncash Activities:
       Increase in secured project debt related to seller financed inventory purchases $ 25,625 $ 1,725

~~-23-~~-20-

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~~22.~~20. Supplemental Guarantor Information

Certain of our 100% owned direct and indirect subsidiaries guarantee our outstanding senior notes payable (please see Note 1514 "Senior Notes Payable"). Presented below are the condensed consolidated financial statements for our guarantor subsidiaries and non-guarantor subsidiaries.

CalAtlantic
Group, Inc.

Non-
Guarantor Subsidiaries

Consolidated
CalAtlantic
Group, Inc.

CalAtlantic
Group, Inc.

Non-
Guarantor Subsidiaries

Consolidated
CalAtlantic
Group, Inc.

CalAtlantic
Group, Inc.

Non-
Guarantor Subsidiaries

Consolidated
CalAtlantic
Group, Inc.

CalAtlantic
Group, Inc.

Non-
Guarantor Subsidiaries

Consolidated
CalAtlantic
Group, Inc.

~~-24-~~-21-

Table of Contents

~~22.~~20. ~~Supplemental Guarantor Information (continued)~~

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS~~

CalAtlantic
Group, Inc.

Non-
Guarantor Subsidiaries

Consolidated
CalAtlantic
Group, Inc.

CalAtlantic
Group, Inc.

Non-
Guarantor Subsidiaries

Consolidated
CalAtlantic
Group, Inc.

CalAtlantic
Group, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
Adjustments

Consolidated
CalAtlantic
Group, Inc.

CalAtlantic
Group, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
Adjustments

Consolidated
CalAtlantic
Group, Inc.

~~-26-~~-22-

Table of Contents

~~22.~~20. Supplemental Guarantor Information (continued)

CalAtlantic
Group, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
Adjustments

Consolidated
CalAtlantic
Group, Inc.

CalAtlantic
Group, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
Adjustments

Consolidated
CalAtlantic
Group, Inc.

~~-27-~~-23-

Table of Contents

~~22.~~20. Supplemental Guarantor Information (continued)

CalAtlantic
Group, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
Adjustments

Consolidated
CalAtlantic
Group, Inc.

Nine Months Ended September 30, 2016

CalAtlantic
Group, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
Adjustments

Consolidated
CalAtlantic
Group, Inc.

(Dollars in thousands)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities $ (49,169 ) $ 16,087 $ 200,744 $ ― $ 167,662

Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures (235 ) (192 ) (26,573 ) ― (27,000 )
Distributions of capital from unconsolidated homebuilding joint ventures 1,107 333 22,287 ― 23,727
Loan to parent and subsidiaries ― ― (88,800 ) 88,800 ―
Other investing activities (325 ) (1,958 ) (3,106 ) ― (5,389 )
Net cash provided by (used in) investing activities 547 (1,817 ) (96,192 ) 88,800 (8,662 )

Cash Flows From Financing Activities:
Change in restricted cash ― ― 7,309 ― 7,309
Borrowings from revolving credit facility 1,008,000 ― ― ― 1,008,000
Principal payments on revolving credit facility (862,000 ) ― ― ― (862,000 )
Principal payments on secured project debt and other notes payable (9,985 ) ― (404 ) ― (10,389 )
Principal payments on senior notes payable (280,000 ) ― ― ― (280,000 )
Proceeds from the issuance of senior notes payable 300,000 ― ― ― 300,000
Payment of debt issue costs (2,657 ) ― ― ― (2,657 )
Loan from subsidiary 88,800 ― ― (88,800 ) ―
Net proceeds from (payments on) mortgage credit facilities ― ― (141,524 ) ― (141,524 )
(Contributions to) distributions from Corporate and subsidiaries 18,350 ― (18,350 ) ― ―
Repurchases of common stock (137,464 ) ― ― ― (137,464 )
Common stock dividend payments (14,264 ) ― ― ― (14,264 )
Issuance of common stock under employee stock plans, net of tax withholdings 1,868 ― ― ― 1,868
Other financing activities ― (199 ) ― ― (199 )
Intercompany advances, net 49,757 (95,992 ) 46,235 ― ―
Net cash provided by (used in) financing activities 160,405 (96,191 ) (106,734 ) (88,800 ) (131,320 )

Net increase (decrease) in cash and equivalents 111,783 (81,921 ) (2,182 ) ― 27,680
Cash and equivalents at beginning of period 6,387 112,852 67,355 ― 186,594
Cash and equivalents at end of period $ 118,170 $ 30,931 $ 65,173 $ ― $ 214,274

CalAtlantic
Group, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
Adjustments

Consolidated
CalAtlantic
Group, Inc.

CalAtlantic
Group, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
Adjustments

Consolidated
CalAtlantic
Group, Inc.

~~-28-~~-24-

Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Selected Financial Information

Three Months Ended
September 30,

Nine Months Ended
September 30,

2016 2015 2016 2015
(Dollars in thousands, except per share amounts)
Homebuilding:
Home sale revenues $ 1,665,030 $ 626,008 $ 4,402,896 $ 1,789,065
Land sale revenues 5,928 26,182 32,107 33,035
Total revenues 1,670,958 652,190 4,435,003 1,822,100
Cost of home sales (1,290,628 ) (467,358 ) (3,440,549 ) (1,346,108 )
Cost of land sales (5,638 ) (25,076 ) (31,217 ) (30,190 )
Total cost of sales (1,296,266 ) (492,434 ) (3,471,766 ) (1,376,298 )
Gross margin 374,692 159,756 963,237 445,802
Gross margin percentage 22.4 % 24.5 % 21.7 % 24.5 %
Selling, general and administrative expenses (170,815 ) (73,260 ) (473,210 ) (219,240 )
Income (loss) from unconsolidated joint ventures 1,231 121 2,643 (381 )
Other income (expense (4,169 ) (11,170 ) (11,992 ) (16,742 )
Homebuilding pretax income 200,939 75,447 480,678 209,439

Financial Services:
Revenues 21,433 7,011 59,524 19,815
Expenses (11,626 ) (4,164 ) (34,635 ) (12,942 )
Financial services pretax income 9,807 2,847 24,889 6,873

Income before taxes 210,746 78,294 505,567 216,312
Provision for income taxes (78,398 ) (31,117 ) (187,798 ) (80,332 )
Net income 132,348 47,177 317,769 135,980
Less: Net income allocated to preferred shareholder ― (11,342 ) ― (32,818 )
Less: Net income allocated to unvested restricted stock (294 ) (93 ) (635 ) (274 )
Net income available to common stockholders $ 132,054 $ 35,742 $ 317,134 $ 102,888

Income Per Common Share:
Basic $ 1.12 $ 0.65 $ 2.66 $ 1.87
Diluted $ 0.97 $ 0.59 $ 2.34 $ 1.71

Weighted Average Common Shares Outstanding:
Basic 118,338,891 55,345,443 119,188,145 55,059,683
Diluted 136,077,415 62,292,524 136,888,927 62,152,754

Weighted average additional common shares outstanding
if preferred shares converted to common shares ― 17,562,557 ― 17,562,557

Total weighted average diluted common shares outstanding
if preferred shares converted to common shares 136,077,415 79,855,081 136,888,927 79,715,311

Cash dividends declared per common share $ 0.04 $ ― $ 0.12 $ ―
Net cash provided by (used in) operating activities $ 104,048 $ (104,633 ) $ 167,662 $ (215,830 )
Net cash provided by (used in) investing activities $ 9,981 $ (60,675 ) $ (8,662 ) $ (84,715 )
Net cash provided by (used in) financing activities $ (187,625 ) $ 203,717 $ (131,320 ) $ 214,874
Adjusted Homebuilding EBITDA (1) $ 267,835 $ 130,769 $ 682,113 $ 350,732

(1)

Adjusted Homebuilding EBITDA means net income (plus cash distributions of income from unconsolidated joint ventures) before (a) income taxes, (b) homebuilding interest expense, (c) expensing of previously capitalized interest included in cost of sales, (d) impairment charges, ~~and deposit write-offs,~~ (e) gain (loss) on early extinguishment of debt, (f) homebuilding depreciation and amortization, including amortization of capitalized model costs, (g) amortization of stock-based compensation, (h) income (loss) from unconsolidated joint ventures, (i) income (loss) from financial services subsidiaries, (j) purchase accounting adjustments and (k) merger and other one-time transaction related costs. Other companies may calculate Adjusted Homebuilding EBITDA (or similarly titled measures) differently. We believe Adjusted Homebuilding EBITDA information is useful to management and investors as it provides perspective on the underlying performance of the business. However, it should be noted that Adjusted Homebuilding EBITDA is not a U.S. generally accepted accounting principles ("GAAP") financial measure. Due to the significance of the GAAP components excluded, Adjusted Homebuilding EBITDA should not be considered in isolation or as an alternative to cash flows from operations or any other liquidity performance measure prescribed by GAAP.

~~-29-~~-25-

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The table set forth below reconciles net income, calculated and presented in accordance with GAAP, to Adjusted Homebuilding EBITDA:

Three Months Ended
September 30,

Nine Months Ended
September 30,

LTM Ended
September 30,

~~__________________~~________________

(1)

~~During~~Beginning with the 2016 third quarter, the Company removed amortization of stock-based compensation as a component of the EBITDA subtotal and began including this amount as an adjusting item to calculate Adjusted Homebuilding EBITDA. Prior periods presented have been restated to conform to this new presentation.

~~Recent Developments~~

~~October 1, 2015 Closing of Merger Transaction with The Ryland Group, Inc.; Supplemental Pro Forma Information~~

On October 1, 2015, Standard Pacific Corp. ("Standard Pacific") completed its merger transaction with The Ryland Group, Inc. ("Ryland"), with Standard Pacific continuing as the surviving corporation and changing its name to CalAtlantic Group, Inc. Because the closing of the merger occurred after the 2015 second quarter, the discussion under the heading "Discussion and Analysis of CalAtlantic's Actual Results for the Three and Nine Months Ended September 30, 2016 with comparisons to stand-alone actual results for predecessor Standard Pacific for the Three and Nine Months Ended September 30, 2015" includes only stand-alone data for predecessor Standard Pacific for the three and nine months ended September 30, 2015. To aid readers with 2016 third quarter and year to date over 2015 third quarter and year to date comparability for the entire merged business, we also are including limited supplemental pro forma information in this Management's Discussion and Analysis of Financial Conditions and Results of Operations.

The foregoing description does not purport to be complete. Additional information regarding the merger may be found in the Company's current report on Form 8-K, filed with the SEC on October 5, 2015, which is incorporated herein by reference.

~~Selected 2016 Third Quarter and Nine months CalAtlantic to Pro Forma CalAtlantic 2015 Third Quarter and Nine months~~

The below table compares actual 2016 third quarter and nine month CalAtlantic financial and operating data to pro forma combined 2015 third quarter and nine month Standard Pacific and Ryland financial and operating data. The 2015 unaudited selected condensed combined pro forma data combines the historical home sale revenues, homes delivered, net new orders, backlog and average active selling communities of Standard Pacific and Ryland, giving effect to the merger as if it had been consummated on January 1, 2015. The 2015 unaudited selected condensed combined pro forma data is presented for illustrative purposes only, and are not necessarily indicative of results that actually would have occurred or

Three Months Ended
September 30,

Nine Months Ended
September 30,

In addition to the above supplemental pro forma information, the following presents limited unaudited supplemental pro forma operating results as if Ryland had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2015.

Three Months Ended
September 30,

Nine Months Ended
September 30,

~~The supplemental pro forma operating results have been determined in accordance with ASC Topic 805,~~ ~~Business Combinations~~ ("ASC 805") after adjusting the operating results of Ryland to reflect additional amortization that would have been recorded assuming the fair value adjustment to intangible assets had been applied beginning January 1, 2015. Certain other adjustments, including those related to conforming accounting policies and adjusting acquired inventory to fair value, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts. The increase in home sale revenues and pretax income was primarily attributable to the increase in deliveries and average selling prices compared to the prior year periods.

The Company's ~~2016 third~~2017 first quarter results reflect a continuation of the housing market recovery and our focus on the execution of our strategy. We delivered ~~3,680~~3,012 homes during the quarter, generating home sale revenues of ~~$1.7~~$1.3 billion, up ~~166%~~13% from the prior year period, on an average selling price of ~~$452~~$444 thousand, compared to ~~$537~~$432 thousand for the ~~third~~first quarter of ~~2015.~~2016. We reported net income of ~~$132.3~~$82.6 million, or ~~$0.97~~$0.62 per diluted share, as compared to ~~$47.2~~$72.7 million, or ~~$0.59~~$0.52 per diluted share, for the ~~2015 third quarter. Our~~ 2016 ~~third quarter results include approximately $3.9 million of merger costs, compared to $11.2 million of merger and other one-time transaction related costs in the 2015 third~~first quarter. Homebuilding pretax income for the ~~2016 third~~2017 first quarter was ~~$200.9~~$122.3 million, compared to ~~$75.4~~$108.3 million in the ~~2015 third~~2016 first quarter. Our gross margin from home sales was ~~22.5%~~20.5% for the ~~third~~first quarter of ~~2016,~~2017, compared to ~~25.3%~~21.0% for the prior year period, and our operating margin from home sales for the ~~2016 third~~2017 first quarter was ~~12.2%~~8.9%, compared to ~~13.6%~~9.4% for the ~~2015 third~~2016 first quarter. For the nine months ended September 30, 2016, we reported net income of $317.8 million, or $2.34 per diluted share, as compared to $136.0 million, or $1.71 per diluted share, in the prior period. Homebuilding pretax income for the nine months ended September 30, 2016 was $480.7 million, compared to $209.4 million in the prior year period.

~~Homebuilding~~

-26-

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 % Change 2016 2015 % Change
(Dollars in thousands)
Homebuilding revenues:
North    $ 283,060 $ n/a n/a $ 710,889 $ n/a n/a
Southeast    400,720 211,759 89% 1,065,038 556,330 91%
Southwest    389,160 155,595 150% 1,165,797 461,304 153%
West    598,018 284,836 110% 1,493,279 804,466 86%
Total homebuilding revenues    $ 1,670,958 $ 652,190 156% $ 4,435,003 $ 1,822,100 143%

Homebuilding pretax income:
North    $ 25,627 $ n/a n/a $ 53,177 $ n/a n/a
Southeast    31,303 19,379 62% 84,125 44,909 87%
Southwest    39,312 16,552 138% 113,145 49,817 127%
West    104,697 39,516 165% 230,231 114,713 101%
Total homebuilding pretax income    $ 200,939 $ 75,447 166% $ 480,678 $ 209,439 130%

Homebuilding pretax income as a percentage
of homebuilding revenues:
North    9.1% n/a n/a 7.5% n/a n/a
Southeast    7.8% 9.2% (1.4%) 7.9% 8.1% (0.2%)
Southwest    10.1% 10.6% (0.5%) 9.7% 10.8% (1.1%)
West    17.5% 13.9% 3.6% 15.4% 14.3% 1.1%
Total homebuilding pretax income percentage    12.0% 11.6% 0.4% 10.8% 11.5% (0.7%)

Table of Contents

Homebuilding pretax income for the ~~2016 third~~2017 first quarter was ~~$200.9~~$122.3 million compared to ~~$75.4~~$108.3 million in the year earlier period. This increase was primarily attributable to the ~~166%~~13% increase in home sale revenues, which was partially offset by a 50 basis point decrease in gross margin percentage from home sales.

~~For the nine months ended September 30, 2016, we reported homebuilding~~ Homebuilding pretax income as a percentage of ~~$480.7 million~~homebuilding revenues for the 2017 first quarter was flat compared to ~~$209.4 million~~the prior year period at 9.1%, ranging from up 290 basis points in the North to down 150 basis points in the West. The North region pretax income as a percentage of homebuilding revenues for the 2016 first quarter was adversely impacted by the fair value accounting applied to homes under construction in connection with the merger with Ryland, with $3.3 million recognized as an increase to cost of sales in the 2016 first quarter, compared to none during the 2017 first quarter. The West region pretax income as a percentage of homebuilding revenues was down 150 basis points primarily due to a mix shift from higher to lower margin communities. Homebuilding pretax income as a percentage of homebuilding revenues for the 2017 first quarter was relatively consistent with the prior year ~~earlier period. This increase was primarily attributable to the 146% increase in home sale revenues, which was partially offset by a decrease in gross margin percentage from home sales.~~for our Southeast and Southwest regions.

Home sale revenues increased ~~166%~~13%, from ~~$626.0 million for the 2015 third quarter to $1.7~~$1.2 billion for the 2016 ~~third~~first quarter to $1.3 billion for the 2017 first quarter, primarily as a result of a ~~216%~~10% increase in new home deliveries ~~which was partially offset by~~and a ~~16% decrease~~3% increase in ~~our consolidated~~the Company's average ~~selling~~home price to ~~$452 thousand~~$444 thousand. In the Southwest, revenues decreased 2% in the 2017 first quarter compared to the prior

year ~~period. Home sale revenues increased 146%, from $1.8 billion for the nine months ended September 30, 2015 to $4.4 billion for the nine months ended September 30, 2016,~~period, primarily as a result of ~~a 187% increase~~an 8% decrease in ~~new home~~ deliveries, ~~which was~~ partially offset by a ~~14% decrease in our consolidated average selling price to $445 thousand compared to the prior year period. The~~6% increase in average home sale revenues is primarily attributable to the merger with Ryland combined with meaningful organic growth. On a pro forma basis, home sale revenues increased 26% for the 2016 third quarter, and 22% for the nine months ended September 30, 2016, compared to the prior year periods.price.

Three Months Ended
September 30,

Nine Months Ended
September 30,

The increase in new home deliveries for the ~~2016 third~~2017 first quarter as compared to the prior year period resulted primarily from ~~the new selling communities we acquired in connection with our merger with Ryland, as well as~~ stronger deliveries ~~from~~in our Southeast, North and West ~~region~~regions, which experienced increased deliveries in ~~all~~the majority of divisions within the ~~region.~~regions. In the Southwest, double digit percentage decreases were experienced in Austin, Houston and Las Vegas, which were partially offset by a 47% increase in deliveries in Colorado.

Three Months Ended
September 30,

Nine Months Ended
September 30,
2016 2015 % Change 2016 2015 % Change
(Dollars in thousands)
Average selling prices of homes delivered:
North $ 332 $ n/a n/a $ 335 $ n/a n/a
Southeast 380 437 (13%) 387 411 (6%)
Southwest 435 552 (21%) 424 533 (20%)
West 671 641 5% 645 625 3%
Total $ 452 $ 537 (16%) $ 445 $ 520 (14%)

-27-

Table of Contents

Our ~~2016 third~~2017 first quarter consolidated average selling price of ~~$452~~$444 thousand ~~decreased~~increased 3% compared to ~~$537 thousand for the prior year period. For the nine months ended September 30, 2016, our consolidated average selling price of $445 thousand decreased compared to $520~~$432 thousand for the prior year period. The ~~decrease~~increase in our consolidated average selling price ~~in both the three and nine months ended September 30, 2016 compared to the prior year~~ was primarily attributable to ~~a shift in~~ product ~~mix.~~mix and general price increases within select markets.

Our ~~2016 third~~2017 first quarter gross margin percentage from home sales ~~decreased to 22.5%~~was 20.5% compared to ~~25.3%~~21.0% in the ~~2015 third~~2016 first quarter. ~~For the nine months ended September 30, 2016, our gross margin percentage from home sales decreased to 21.9% compared to 24.8% in the prior year period.~~ The year over year decrease ~~in our gross margin percentage from home sales~~ was primarily attributable to a shift in product mix and an increase in direct construction costs per home. ~~In addition, the~~Our 2016 first quarter gross margin from home sales was adversely impacted by ~~the~~ required fair value adjustments to homes in backlog and speculative homes under construction ~~and model homes~~ acquired ~~from~~in connection with our October 2015 merger with Ryland, ~~in the merger, of which $18.5~~with fair value accounting causing us to recognize approximately $12.7 million ~~was recognized~~ as an increase to cost of sales during the ~~six months ended June 30, 2016.~~period. No such merger related adjustments were ~~recognized during~~required for the ~~2016 third~~2017 first quarter.

Our ~~2016 third~~2017 first quarter SG&A expenses (including Corporate G&A) were ~~$170.8~~$156.3 million compared to ~~$73.3~~$136.7 million for the prior year period, ~~down 140~~up 10 basis points as a percentage of home sale revenues to ~~10.3%~~11.7% compared to ~~11.7%~~11.6% for the ~~2015 third~~2016 first quarter. ~~For~~Isolating selling expenses from G&A, we continue to leverage our G&A expenses as higher year over year home sale revenues have resulted in G&A expenses as a percentage of home sale revenues improving to 6.2% for the ~~nine months ended September 30, 2016, our~~2017 first quarter compared to 6.3% for the prior year period. Our selling expenses as a percentage of home sale revenues increased slightly to 5.5% for the 2017 first quarter compared to 5.3% in the prior year period, primarily as a result of a 20 basis point increase in co-broker commissions.

			Three Months Ended March 31,
			2017		2016		% Change
Cancellation Rates:
	North			14%		11%	3%
	Southeast			11%		10%	1%
	Southwest			13%		11%	2%
	West			15%		16%	(1%)
		Total		13%		12%	1%

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SG&A expenses (including Corporate G&A) were $473.2 million compared to $219.2 million, down 160 basis points as a percentage of home sales revenues to 10.7%, compared to 12.3% for the prior year period. While the dollar amount of the Company's SG&A expenses increased period over period as a result of the merger, the improvement in our SG&A rate in both the three and nine months ended September 30, 2016 compared to the prior year was primarily the result of the increase in home sale revenues and the operating leverage we gained in connection with the merger with Ryland.

~~Other Income (Expense)~~

Other expense of $4.2 million for the 2016 third quarter was primarily attributable to $3.9 million of transaction and integration costs incurred in connection with the merger with Ryland. Other expense of $11.2 million for the 2015 third quarter was primarily attributable to $9.0 million of transaction costs incurred in connection with the merger with Ryland and $2.2 million of one-time transaction related project abandonment costs.

Three Months Ended
September 30,

Nine Months Ended
September 30,

Three Months Ended
September 30,

Nine Months Ended
September 30,

Three Months Ended
September 30,

Nine Months Ended
September 30,

(1)	Represents the percentage change of net new orders per average number of selling communities during the period.

(2)	Net new orders are new orders for the purchase of homes during the period, less cancellations during such period of existing contracts for the purchase of homes.

Net new orders for the ~~2016 third~~2017 first quarter increased ~~166%~~4%, to ~~3,531~~4,304 homes, from the prior year period on a ~~163% increase~~2% decrease in average active selling communities. Our monthly sales absorption rate was ~~2.1~~2.6 per community for the ~~2016 third~~2017 first quarter, ~~flat compared to the 2015 third quarter and down 10%~~up 6% compared to the 2016 ~~second~~first quarter ~~approximately half~~and up 56% compared to the ~~decline associated with normal seasonal patterns.~~2016 fourth quarter. Although our monthly sales absorption rate of ~~2.1~~2.6 per community for the ~~2016 third~~2017 first quarter was ~~flat~~up slightly compared to the ~~2015 third~~2016 first quarter, the change in our absorption rates varied widely across our regions, from up ~~32%~~26% in the ~~Southeast,~~West, to down ~~16%~~3% in the ~~Southwest.~~North. In the ~~Southeast,~~West, most divisions experienced strong double digit increases in absorption rate, ~~with Orlando experiencing the highest increase,~~ partially offset by a ~~14%~~

2% decrease in ~~Charlotte~~Phoenix compared to the prior year period. The ~~16%~~3% decrease in absorption rate for our ~~Southwest~~North region was driven primarily by decreases in ~~Dallas~~Atlanta and ~~Austin.~~the Mid-Atlantic. Our cancellation rate for the ~~2016 third~~2017 first quarter was ~~16%~~13%, ~~down~~up compared to ~~19% for the 2015 third quarter and up from 15%~~12% for the 2016 ~~second~~first quarter ~~but~~and down from ~~our~~20% for the 2016 fourth quarter. Our 2017 first quarter cancellation rate was down significantly from the average historical cancellation rate of approximately ~~21%~~18% we have experienced over the last 10 years. At ~~September 30, 2016,~~March 31, 2017, we had ~~572~~555 active selling communities.

The dollar value of our backlog as of ~~September 30, 2016~~March 31, 2017 increased ~~100%~~1% from the year earlier period to $3.3 billion, or ~~7,307~~7,109 homes. The increase in backlog value compared to the prior year period was driven primarily by the ~~167%~~1% increase in units in ~~backlog as a result of our merger with Ryland, partially offset by a 25% decrease in our consolidated average home price in backlog to $454 thousand.~~backlog. The ~~lower~~ average home price in our backlog of $458 thousand as of ~~September 30, 2016~~March 31, 2017 was flat compared to the prior year ~~period was primarily attributable to a shift in product mix.~~period.

At September 30,
2016 2015 % Change
Homesites owned and controlled:
North 15,966 n/a n/a
Southeast 22,993 16,098 43%
Southwest 15,113 6,537 131%
West 13,892 12,880 8%
Total (including joint ventures) 67,964 35,515 91%

Homesites owned 51,385 28,343 81%
Homesites optioned or subject to contract 15,209 5,792 163%
Joint venture homesites (1) 1,370 1,380 (1%)
Total (including joint ventures) 67,964 35,515 91%

Homesites owned:
Raw lots 13,168 6,916 90%
Homesites under development 11,836 7,717 53%
Finished homesites 14,235 7,674 85%
Under construction or completed homes 10,055 4,323 133%
Held for sale 2,091 1,713 22%
Total 51,385 28,343 81%

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(1)	Joint venture homesites represent our expected share of land development joint venture homesites and all of the homesites of our homebuilding joint ventures.

Total homesites owned and controlled as of ~~September 30, 2016 increased 91%~~March 31, 2017 decreased 6% from the year earlier period and decreased 4%1% from the ~~70,494~~65,424 homesites owned and controlled as of December 31, ~~2015.~~2016. We purchased ~~$227.6~~$165.3 million of land ~~(3,798~~(3,075 homesites) during the ~~2016 third~~2017 first quarter, of which ~~20%~~34% (based on homesites) were located in the North, ~~37%~~36% in the Southeast, ~~33%~~25% in the Southwest, and ~~10%~~5% in the West. As of ~~September 30, 2016,~~March 31, 2017, we owned or controlled ~~67,964~~64,903 homesites, of which ~~46,119~~46,392 were owned and actively selling or under development, ~~16,579~~13,905 were controlled or under option (including joint venture homesites), and the remaining ~~5,266~~4,606 homesites were held for future development or for sale. Land acquisition remains a key strategic initiative and we continue a disciplined approach in pursuing opportunities across our regions that meet our underwriting standards.

Homes under construction (excluding speculative homes) as of ~~September 30, 2016~~March 31, 2017 increased ~~151%~~2% compared to ~~September 30, 2015,~~March 31, 2016, consistent with our homes in backlog, which were up ~~167%~~1% compared to ~~September 30, 2015.~~March 31, 2016. Speculative homes under construction as of ~~September 30, 2016 increased 92% over~~March 31, 2017 decreased 1% from the prior year period, resulting primarily from athe 2% year over year ~~increase~~decrease in our number of active selling ~~communities as a result of our merger with Ryland and our strategy to maintain a supply of speculative homes in each community.~~communities.

In the ~~2016 third~~2017 first quarter our financial services segment reported pretax income of ~~$9.8~~$7.6 million compared to ~~$2.8~~$6.9 million in the year earlier period. The increase was driven primarily by ~~a 111%~~an increase in margins on loans originated and sold, partially offset by an 8% decrease in the dollar volume of loans originated and ~~sold and a $3.8 million increase in title services revenues.~~sold.

The following table details information regarding loan originations and related credit statistics for our mortgage financing operations:

Three Months Ended
September 30,

Nine Months Ended
September 30,
2016 2015 2016 2015
(Dollars in thousands)
Total Originations:
Loans    1,779 691 5,026 2,102
Principal $546,408 $251,163 $1,567,455 $766,326
Capture Rate 54% 72% 57% 74%

Loans Sold to Third Parties:
Loans 1,813 729 5,434 2,354
Principal    $562,962 $275,417 $1,713,306 $842,642

Mortgage Loan Origination Product Mix:
FHA loans 15% 8% 15% 8%
Other government loans (VA & USDA) 10% 9% 11% 8%
Total government loans 25% 17% 26% 16%
Conforming loans 71% 72% 70% 72%
Jumbo loans    4% 11% 4% 12%
100% 100% 100% 100%
Loan Type:
Fixed 98% 89% 97% 91%
ARM 2% 11% 3% 9%
Credit Quality:
Avg. FICO score 737 753 738 752
Other Data:
Avg. combined LTV ratio 83% 79% 83% 79%
Full documentation loans 100% 100% 100% 100%

Our ~~2016 third~~2017 first quarter provision for income taxes of ~~$78.4~~$47.2 million primarily relates to our ~~$210.7~~$129.9 million of pretax income. As of ~~September 30, 2016,~~March 31, 2017, we had a ~~$325.4~~$328.2 million deferred tax asset which was

partially offset by a valuation allowance of ~~$1.4~~$2.5 million related to state net operating loss carryforwards that are limited by shorter carryforward periods. As of such date, ~~$119.6~~$101.0 million of our deferred tax asset related to net operating loss carryforwards ~~that are~~is subject to the Section 382 ~~limitations. The $205.8~~gross annual deduction limitation of $15.6 million ~~balance~~for both federal and state purposes. Additionally, $15.3 million of ~~the~~our state deferred tax asset related to net operating losses is ~~not~~ subject to ~~such limitations.~~382 limitations resulting from our October 1, 2015 merger with Ryland, and $5.2 million related to state net operating loss carryfowards that are not limited by Section 382. The remaining deferred tax asset balance of $206.7 million represented deductible timing differences, primarily related to inventory impairments and financial accruals, which have no expiration date.

Liquidity and Capital Resources

Our principal uses of cash over the last several years have been for:

Cash requirements over the last several years have been met by:

For the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, cash provided by operating activities was ~~$167.7~~$91.8 million ~~versus~~as compared to $27.6 million of cash used in operating activities ~~of $215.8 million~~ in the year earlier period. The change in operating activities cash flow during ~~2016~~2017 as compared to the prior year period was driven primarily by a ~~143%~~13% increase in homebuilding revenues ~~partially offset by~~and a ~~$517.2~~$77.4 million ~~increase~~decrease in cash land purchase and development costs. ~~Cash flows from financing activities for the nine months ended September 30, 2016 included $297.3 million of net proceeds from a senior notes offering during the 2016 second quarter, offset by a~~ ~~$280 million~~ r~~epayment of our 10.75% Senior Notes upon maturity in September 2016 and $137.5 million of stock repurchases~~. As of ~~September 30, 2016,~~March 31, 2017, our homebuilding cash balance was ~~$213.8~~$174.2 million, ~~(including $29.8~~including $30.3 million of restricted ~~cash).~~cash.

Revolving Credit Facility. As of ~~September 30, 2016,~~March 31, 2017, we were party to a $750 million unsecured revolving credit facility, ~~(the "Revolving Facility"),~~ $350 million of which is available for letters of credit, which matures in October 2019. The ~~Revolving Facility~~facility has an accordion feature under which the Company may increase the total commitment up to a maximum aggregate amount of $1.2 billion, subject to certain conditions, including the availability of additional bank commitments. Interest rates, as defined in the credit agreement, approximate (i) LIBOR (approximately ~~0.53%~~0.983% at ~~September 30, 2016)~~March 31, 2017) plus 1.75%, or (ii) Prime ~~(3.50%~~(4.00% at ~~September 30, 2016)~~March 31, 2017) plus 0.75%.

In addition to customary representations and warranties, the facility contains financial and other covenants, including a minimum tangible net worth requirement of $1.65 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), a net homebuilding leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 2.00 to 1.00 and a land covenant that limits land not under development to an amount not to exceed tangible net worth. The Company is also required to maintain either (a) a minimum liquidity level (unrestricted cash in excess of interest incurred for the previous four quarters) or (b) a minimum interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.25 to 1.00. The ~~Revolving Facility~~revolving facility also limits, among other things, the Company's investments in joint ventures and the amount of the Company's common stock that the Company can repurchase. On ~~September 30, 2016, we had $146.0 million~~March 31, 2017, no borrowings were outstanding under the facility and the Company had outstanding letters of credit issued under the facility totaling ~~$112.9~~$106.5 million, leaving ~~$491.1~~$643.5 million available under the facility to be drawn.

Our covenant compliance for the ~~Revolving Facility~~revolving facility is set forth in the table below:

Covenant and Other Requirement
Actual at
September 30, 2016

Covenant
Requirements at
September 30, 2016
(Dollars in millions)

Consolidated Tangible Net Worth (1) $3,164.0 ≥ $1,849.8
Leverage Ratio:
Net Homebuilding Debt to Adjusted Consolidated Tangible Net Worth Ratio (2) 1.10 ≤ 2.00
Liquidity or Interest Coverage Ratio (3):
Liquidity $149.1 ≥ $220.4
EBITDA (as defined in the Revolving Facility) to Consolidated Interest Incurred (4) 3.13 ≥ 1.25
Investments in Homebuilding Joint Ventures or Consolidated Homebuilding Non-Guarantor Entities (5) $767.8 ≤ $1,187.4
__________________

Covenant and Other Requirement		Actual at March 31, 2017	Covenant Requirements at March 31, 2017
		(Dollars in millions)

Consolidated Tangible Net Worth (1)		$3,317.2	≥	$1,974.6
Leverage Ratio:
	Net Homebuilding Debt to Adjusted Consolidated Tangible Net Worth Ratio (2)	1.01	≤	2.00
Liquidity or Interest Coverage Ratio (3):
	Liquidity	$120.1	≥	$224.5
	EBITDA (as defined in the Revolving Facility) to Consolidated Interest Incurred (4)	3.14	≥	1.25
Investments in Homebuilding Joint Ventures or Consolidated Homebuilding Non-Guarantor Entities (5)		$878.6	≤	$1,241.0

________________

(1)	The ~~minimum~~mininum covenant requirement amount is subject to increase over time based on subsequent earnings (without deductions for losses) and proceeds from equity offerings.

(2)	Net Homebuilding Debt represents Consolidated Homebuilding Debt reduced for certain cash balances in excess of $5 million.

(3)

Under the liquidity and interest coverage covenant, we are required to either (i) maintain an unrestricted cash balance in excess of our consolidated interest incurred for the previous four fiscal quarters or (ii) satisfy a minimum interest coverage ratio. At ~~September 30, 2016,~~March 31, 2017, we met the condition described in clause (ii).

(4)	Consolidated Interest Incurred excludes noncash interest expense.

(5)	Net investments in unconsolidated homebuilding joint ventures or consolidated homebuilding non-guarantor entities must not exceed 35% of consolidated tangible net worth plus $80 million.

Letter of Credit Facilities. As of ~~September 30, 2016,~~March 31, 2017, in addition to our $350 million letter of credit sublimit under our ~~Revolving Facility,~~revolving credit facility, we were party to four committed letter of credit facilities totaling ~~$48~~$40.2 million, of which ~~$28.2~~$26.1 million was outstanding. These facilities require cash collateralization and have maturity dates ranging from ~~January~~August 2017 to October 2017. As of ~~September 30, 2016,~~March 31,

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2017, these facilities were secured by cash collateral deposits of ~~$28.7~~$26.6 million. Upon maturity, we may renew or enter into new letter of credit facilities with the same or other financial institutions.

Senior and Convertible Senior Notes. As of ~~September 30, 2016,~~March 31, 2017, the principal amount outstanding on our senior and convertible senior notes payable consisted of the following:

	~~September 30, 2016~~March 31, 2017
	(Dollars in thousands)

8.4% Senior Notes due May 2017	$	230,000
8.375% Senior Notes due May 2018		575,000
1.625% Convertible Senior Notes due May 2018		225,000
0.25% Convertible Senior Notes due June 2019		267,500
6.625% Senior Notes due May 2020		300,000
8.375% Senior Notes due January 2021		400,000
6.25% Senior Notes due December 2021		300,000
5.375% Senior Notes due October 2022		250,000
5.875% Senior Notes due November 2024		300,000
5.25% Senior Notes due June 2026		300,000
1.25% Convertible Senior Notes due August 2032		253,000
	$	3,400,500

As required by the applicable note indentures, certain Company subsidiaries guarantee the Company's obligations under the notes. The guarantees are unsecured obligations of each subsidiary, ranking equal in right of payment with all such subsidiary's existing and future unsecured and unsubordinated indebtedness. Interest on each series of notes is payable semi-annually. Each of the senior notes rank equally with all of the Company's other unsecured and unsubordinated indebtedness.

The Company's notes contain various restrictive covenants, including, but not limited to, a limitation on secured indebtedness and a restriction on sale leaseback transactions. As of ~~September 30, 2016,~~March 31, 2017, we were in compliance with the covenants required by our senior notes.

~~During the 2016 second quarter, the Company issued $300 million in aggregate principal amount of~~

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5.25% Senior Notes due 2026, which are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. A portion of the net proceeds of this issuance was used to repay the remaining $280 million principal balance of our 10.75% Senior Notes upon maturity in September 2016.

The Company's 1.625% Convertible Senior Notes due 2018 ~~(the "1.625% Convertible Notes")~~ are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.625% Convertible Notes will mature on May 15, 2018, unless earlier converted or repurchased. The holders may convert their 1.625% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of ~~31.8482~~31.8664 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately ~~$31.40~~$31.38 per share), subject to adjustment. The Company may not redeem the 1.625% Convertible Notes prior to the stated maturity date.

The Company's 0.25% Convertible Senior Notes due 2019 ~~(the "0.25% Convertible Notes")~~ are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 0.25% Convertible Notes will mature on June 1, 2019, unless earlier converted, redeemed or repurchased. The holders may convert their 0.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of ~~13.6003~~13.6080 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately ~~$73.53~~$73.49 per share), subject to adjustment. The Company may not redeem the 0.25% Convertible Notes prior to June 6, 2017. On or after that date, the Company may redeem for cash any or all of the 0.25% Convertible Notes, at its option, if the closing sale price of its common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within 5 trading days immediately preceding the date on which it provides notice of redemption, including the last trading day of such 30 day trading period, exceeds 130 percent of the applicable conversion price on each applicable trading day. The redemption price will equal 100 percent of the principal amount of the 0.25% Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

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1.25% Convertible Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. The holders may convert their 1.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of ~~24.8656~~24.9207 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately ~~$40.22~~$40.13 per share), subject to adjustment. The Company may not redeem the 1.25% Convertible Notes prior to August 5, 2017. On or after August 5, 2017 and prior to the maturity date, the Company may redeem for cash all or part of the 1.25% Convertible Notes at a redemption price equal to 100% of the principal amount of the 1.25% Convertible Notes being redeemed. On each of August 1, 2017, August 1, 2022 and August 1, 2027, holders of the 1.25% Convertible Notes may require the Company to purchase all or any portion of their 1.25% Convertible Notes for cash at a price equal to 100% of the principal amount of the 1.25% Convertible Notes to be repurchased.

In April 2017, the Company issued $225 million in aggregate principal amount of senior notes, consisting of $125 million aggregate principal amount of additional notes to the Company's existing 5.875% Senior Notes due 2024 and $100 million aggregate principal amount of additional notes to the Company's existing 5.25% Senior Notes due 2026, which are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. A portion of the net proceeds of this issuance will be used to repay or repurchase the Company's 8.4% Senior Notes due May 2017.

Potential Future Transactions. In the future, we may, from time to time, undertake negotiated or open market purchases of, or tender offers for, our notes prior to maturity when they can be purchased at prices that we believe are attractive. We may also, from time to time, engage in exchange transactions (including debt for equity and debt for debt transactions) for all or part of our notes. Such transactions, if any, will depend on market conditions, our liquidity requirements, contractual restrictions and other factors.

Joint Venture Loans. As described more particularly under the heading "Off-Balance Sheet Arrangements", our land development and homebuilding joint ventures have historically obtained secured acquisition, development and/or construction financing. This financing is designed to reduce the use of funds from our corporate financing sources. As of ~~September 30, 2016,~~March 31, 2017, only two joint ventures had project specific debt outstanding, which totaled ~~$30.7~~$30.1 million. This joint venture bank debt was non-recourse to us. At ~~September 30, 2016,~~March 31, 2017, we had no joint venture surety bonds outstanding subject to indemnity arrangements by us.

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Secured Project Debt and Other Notes Payable. At ~~September 30, 2016,~~March 31, 2017, we had ~~$40.9~~$27.4 million outstanding in secured project debt and other notes payable. Our secured project debt and other notes payable consist of seller non-recourse financing and community development district and similar assessment district bond financings used to finance land acquisition, development and infrastructure costs for which we are responsible.

Mortgage Credit Facility. At ~~September 30, 2016,~~March 31, 2017, we had ~~$161.9~~$154.5 million outstanding under our mortgage financing subsidiary's mortgage credit facility. This mortgage credit facility consisted of a $300 million uncommitted repurchase facility with one lender, maturing in ~~January~~June 2017. This facility requires our mortgage financing subsidiary to maintain cash collateral accounts, which totaled ~~$3.5~~$3.0 million as of ~~September 30, 2016,~~March 31, 2017, and also contains financial covenants which require CalAtlantic Mortgage to, among other things, maintain a minimum level of tangible net worth, not to exceed a debt to tangible net worth ratio, maintain a minimum liquidity amount based on a measure of total assets (inclusive of the cash collateral requirement), and satisfy pretax income (loss) requirements. As of ~~September 30, 2016,~~March 31, 2017, CalAtlantic Mortgage was in compliance with the financial and other covenants contained in this facility.

Surety Bonds. Surety bonds serve as a source of liquidity for the Company because they are used in lieu of cash deposits and letters of credit that would otherwise be required by governmental entities and other third parties to ensure our completion of the infrastructure of our communities and other performance obligations. At ~~September 30, 2016,~~March 31, 2017, we had approximately ~~$841.3~~$918.1 million in surety bonds outstanding ~~(exclusive~~

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(exclusive of surety bonds related to our joint ventures), with respect to which we had an estimated ~~$390.2~~$464.7 million remaining in cost to complete.

Availability of Additional Liquidity. Over the last several years we have focused on acquiring and developing strategically located and appropriately priced land and on designing and building highly desirable, amenity-rich communities and homes that appeal to the home buying segments we target. In the near term, so long as we are able to continue to find appropriately priced land opportunities, we plan to continue with this strategy. To that end, we may utilize cash generated from our operating activities, our $750 million revolving credit facility (including through the exercise of the accordion feature which would allow the facility be increased up to $1.2 billion, subject to the availability of additional capital commitments and certain other conditions) and the debt and equity capital markets to finance these activities.

It is important to note, however, that the availability of additional capital, whether from private capital sources (including banks) or the public capital markets, fluctuates as market conditions change. There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we would not be able to access capital from these sources. A weakening of our financial condition, including in particular, a material increase in our leverage or a decrease in our profitability or cash flows, could adversely affect our ability to obtain necessary funds, result in a credit rating downgrade or change in outlook, or otherwise increase our cost of borrowing.

Dividends. For the three months ended ~~September 30,~~March 31, 2017 and 2016, we paid a dividend of $0.04 per share on ~~September~~March 30, ~~2016. We did not pay dividends during the three months ended September 30, 2015.~~2017 and 2016, respectively. On ~~October 27, 2016~~April 28, 2017 our Board of Directors declared a dividend of $0.04 per share to be paid on ~~December~~June 30, ~~2016~~2017 to holders of record on ~~December~~June 15, ~~2016.~~

2017.

Stock Repurchases. On July 27, 2016, our Board of Directors authorized a new $500 million stock repurchase plan that replaces in its entirety its previous $200 million authorization. During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, we ~~repurchased 4.3 million~~did not repurchase any shares of our common stock, ~~in open market transactions,~~ and as of ~~September 30, 2016,~~March 31, 2017, we had remaining authorization to repurchase ~~$462.4~~$367.4 million of our common stock.

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Leverage. Our homebuilding debt to total book capitalization as of ~~September 30, 2016~~March 31, 2017 was ~~46.4%~~44.4%. In addition, our homebuilding debt to adjusted homebuilding EBITDA for the trailing twelve month periods ended ~~September 30,~~March 31, 2017 and 2016 was 3.4x and ~~2015 was 3.7x and 4.7x,~~5.0x, respectively, and our adjusted net homebuilding debt to adjusted homebuilding EBITDA was ~~3.4x~~3.2x and ~~4.5x,~~4.7x, respectively (please see page 3026 for the reconciliation of net income, calculated and presented in accordance with GAAP, to adjusted homebuilding EBITDA). We believe that these adjusted ratios are useful to investors as additional measures of our ability to service debt.

Off-Balance Sheet Arrangements

Land Purchase and Option Agreements

We are subject to customary obligations associated with entering into contracts for the purchase of land and improved homesites. These purchase contracts typically require us to provide a cash deposit or deliver a letter of credit in favor of the seller, and our purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the near-term use of funds from our corporate financing sources. Option contracts generally require us to provide a non-refundable deposit for the right to acquire lots over a specified period of time at predetermined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit or by repaying amounts drawn under our letter of credit with no further financial responsibility to the land seller, although in certain

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instances, the land seller has the right to compel us to purchase a specified number of lots at predetermined prices.

Land Development and Homebuilding Joint Ventures

Historically, we have entered into land development and homebuilding joint ventures from time to time as a means of:

· accessing larger or highly desirable lot positions

· establishing strategic alliances

· leveraging our capital base

· expanding our market opportunities

· managing the financial and market risk associated with land holdings

These joint ventures have historically obtained secured acquisition, development and/or construction financing designed to reduce the use of funds from our corporate financing sources. As of ~~September 30, 2016,~~March 31, 2017, we held ownership interests in 27 homebuilding and land development joint ventures, of which 13 were active and 14 were inactive or winding down. As of such date, only two joint ventures had project specific debt outstanding, which totaled ~~$30.7~~$30.1 million. This joint venture debt is non-recourse to us and is scheduled to mature in June 2017. At ~~September 30, 2016,~~March 31, 2017, we had no joint venture surety bonds outstanding subject to indemnity arrangements by us.

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Critical Accounting Policies

The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those that impact our most critical accounting policies. We base our estimates and judgments on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies related to the following accounts or activities are those that are most critical to the portrayal of our financial condition and results of operations and require the more significant judgments and estimates:

·	Segment reporting;

·	Inventories and impairments;

·	Stock-based compensation;

·	Homebuilding revenue and cost of sales;

·	Variable interest entities;

·	Unconsolidated homebuilding and land development joint ventures;

·	Warranty accruals;

·	Insurance and litigation accruals;

·	Income taxes; and

Goodwill.

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There have been no significant changes to our critical accounting policies from those described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks related to fluctuations in interest rates on our rate-locked loan commitments, mortgage loans held for sale and outstanding variable rate debt. Other than forward sales commitments in connection with preselling loans to third party investors and forward sale commitments of mortgage-backed securities entered into by our financial services subsidiary for the purpose of hedging interest rate risk as described below, we did not utilize swaps, forward or option contracts on interest rates or commodities, or other types of derivative financial instruments as of or during the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017. We have not entered into and currently do not hold derivatives for trading or speculative purposes.

As part of our ongoing operations, we provide mortgage loans to our homebuyers through our mortgage financing subsidiary, CalAtlantic Mortgage. For a portion of its loan originations, CalAtlantic Mortgage manages the interest rate risk associated with making loan commitments to our customers and holding loans for sale by preselling loans. Preselling loans consists of obtaining commitments (subject to certain conditions) from third party investors to purchase the mortgage loans while concurrently extending interest rate locks to loan applicants. Before completing the sale to these investors, CalAtlantic Mortgage finances these loans under its mortgage credit facilities for a short period of time (typically for 30 to 45 days), while the investors complete their administrative review of the applicable loan documents. While preselling these loans reduces risk, we remain subject to risk relating to investor non-performance, particularly during periods of significant market turmoil. As of ~~September 30, 2016,~~March 31, 2017, CalAtlantic Mortgage had approximately ~~$168.6~~$156.4 million in closed mortgage loans held for sale and ~~$28.1~~$36.1 million of mortgage loans that we were committed to sell to investors subject to our funding of the loans and the investors' completion of their administrative review of the applicable loan documents.

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CalAtlantic Mortgage also originates a portion of its mortgage loans on a non-presold basis. When originating mortgage loans on a non-presold basis, CalAtlantic Mortgage locks interest rates with its customers and funds loans prior to obtaining purchase commitments from third party investors, thereby creating interest rate risk. To hedge this interest rate risk, CalAtlantic Mortgage enters into forward sale commitments of mortgage-backed securities. Loans originated in this manner are typically held by CalAtlantic Mortgage and financed under its mortgage credit facilities for a short period of time (typically for 30 to 45 days) before the loans are sold to third party investors. CalAtlantic Mortgage utilizes third party hedging software to assist with the execution of its hedging strategy for loans originated on a non-presold basis. While this hedging strategy is designed to assist CalAtlantic Mortgage in mitigating risk associated with originating loans on a non-presold basis, these instruments involve elements of market risk related to fluctuations in interest rates that could result in losses on loans originated in this manner. As of ~~September 30, 2016,~~March 31, 2017, CalAtlantic Mortgage had approximately ~~$238.5~~$322.3 million of mortgage loans in process that were or are expected to be originated on a non-presold basis, all of which were hedged by forward sale commitments of mortgage-backed securities prior to entering into loan sale transactions with third party investors.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), including controls and procedures to timely alert management to material information relating to

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CalAtlantic Group, Inc. and its subsidiaries required to be included in our periodic SEC filings. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

Change in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, other statements we may make from time to time, such as press releases, oral statements made by Company officials and other reports we file with the Securities and Exchange Commission, may also contain such forward-looking statements. These statements, which represent our expectations or beliefs regarding future events, may include, but are not limited to, statements regarding:

·	our strategy;

·	housing market and economic conditions and trends in the geographic markets in which we operate;

·	our land acquisition strategy and our sources of funds relating thereto;

·	litigation outcomes and related costs;

·	plans to purchase notes prior to maturity and engage in debt exchange transactions;

·	the impact of recent accounting ~~pronouncements;~~standards;

·	amounts remaining to complete relating to existing surety bonds; and

·	our interest rate hedging and derivatives strategy.

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Forward-looking statements are based on our current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors—many of which are out of our control and difficult to forecast—that may cause actual results to differ materially from those that may be described or implied. Such factors include, but are not limited to, the following:

·	adverse economic developments that negatively impact the demand for homes;

·	the market value and availability of land;

·	the willingness of customers to purchase homes at times when mortgage-financing costs are high or when credit is difficult to obtain;

·	competition with other homebuilders as well as competition from the sellers of existing homes and rental properties;

·	the cost and availability of labor and materials;

·	our ability to obtain suitable bonding for development of our communities;

·	high cancellation rates;

·	the risk of our longer term acquisition strategy;

·	adverse weather conditions, natural disasters and ~~natural disasters;~~climate change;

·	~~litigation~~product liability and warranty claims;

·	the inherent danger of our building sites;

·	our reliance on subcontractors and their ability to construct our homes;

·	risks relating to our mortgage financing activities, including our obligation to repurchase loans we previously sold in the secondary market;

·	our dependence on key employees;

·	risks relating to acquisitions, including integration risks;

·	our failure to maintain the security of our electronic and other confidential information;

·	the adverse effects of negative media publicity;

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·	government regulation, including environmental, building, energy efficiency, climate change, worker health, safety, mortgage lending, title insurance, zoning and land use regulation;

·	increased regulation of the mortgage industry;

·	changes to tax laws that make homeownership more expensive;

·	the impact of "slow growth", "no growth" and similar initiatives;

·	our ability to obtain additional capital when needed and at an acceptable cost;

·	the impact of restrictive covenants in our credit agreements, public notes and private term loans and our ability to comply with these covenants, including our ability to incur additional indebtedness;

·	the amount of, and our ability to repay, renew or extend, our outstanding debt and its impact on our operations and our ability to obtain financing;

·	our ability to generate cash, including to service our debt;

risks relating to our unconsolidated joint ventures, including our ability and the ability of our partners to contribute funds to our joint ventures when needed or contractually agreed to, entitlement and development risks for the land owned by our joint ventures, the availability of financing to the joint ventures, our completion obligations to the joint venture, the illiquidity of our joint venture investments, partner disputes, and risks relating to our determinations concerning the consolidation or non-consolidation of our joint venture investments;

·	integration risk relating to Ryland, including the difficulty of the process, loss of key personnel, that we may incur additional costs, that our future results will suffer if we do not effectively manage our expanded operations, and that our rebranding initiative may not be successful;

·	the influence of our principal stockholder;

·	the provisions of our charter, bylaws, stockholders' rights agreements and debt covenants that could prevent a third party from acquiring us or limit the price investors might be willing to pay for shares of our common stock; and

·	other risks discussed in this report and our other filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

Except as required by law, we assume no, and hereby disclaim any, obligation to update any of the foregoing or any other forward-looking statements. We nonetheless reserve the right to make such updates

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from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Various claims and actions that we consider normal to our business have been asserted and are pending against us. We do not believe that any of such claims and actions are material to our financial statements.

ITEM 1A.RISK FACTORS

There has been no material change in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016. For a detailed description of risk factors, refer to Item 1A, "Risk Factors", of our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~September 30, 2016,~~March 31, 2017, we ~~repurchased the following~~did not repurchase any shares under our repurchase ~~program:~~

Total Number Approximate
of Shares Dollar Value
Purchased as of Shares that
Part of May Yet be
Average Publicly Purchased
Total Number Price Announced Under the
of Shares Paid per Plans or Plans or
Period Purchased (1) Share Programs (1) Programs (1)
July 1, 2016 to July 31, 2016        ―     ―     ― $500,000,000
August 1, 2016 to August 31, 2016        ―     ―     ― $500,000,000
September 1, 2016 to September 30, 2016    1,102,500 $34.12 1,102,500 $462,387,155
Total    1,102,500 $34.12 1,102,500

~~__________________~~

~~(1)~~

On July 27, 2016, our Board of Directors authorized a new $500 million common stock repurchase plan. The stock repurchase plan has no stated expiration date and replaces in its entirety the $200 million authorized by our Board of Directors on February 11, 2016.

program.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.OTHER INFORMATION

Not applicable.

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ITEM 6.EXHIBITS

~~4.1~~

~~Twenty-Seventh Supplemental Indenture, dated as of May 31, 2016, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.~~

31.1	Certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following materials from CalAtlantic Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2016,~~March 31, 2017, formatted in eXtensible Business Reporting Language (XBRL): (i) Unaudited Condensed Consolidated Statements of Operations, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CALATLANTIC GROUP, INC.

(Registrant)

Dated: ~~October~~April 28, ~~2016~~2017	By:	/s/ Larry T. Nicholson
		Larry T. Nicholson President and Chief Executive Officer (Principal Executive Officer)


Dated: ~~October~~April 28, ~~2016~~2017	By:	/s/ Jeff J. McCall
		Jeff J. McCall Executive Vice President and Chief Financial Officer (Principal Financial Officer)

	Three Months Ended March 31,				LTM Ended March 31,
	2017		2016		2017		2016
	(Dollars in thousands)

Net income	$	82,620	$	72,661	$	494,689	$	254,565
Provision for income taxes		47,248		42,543		273,091		154,632
Homebuilding interest amortized to cost of sales		39,428		30,382		180,747		147,125
Homebuilding depreciation and amortization		12,676		12,012		62,216		47,043
EBITDA (1)		181,972		157,598		1,010,743		603,365
Add:
Amortization of stock-based compensation (1)		4,294		3,786		18,302		16,715
Cash distributions of income from unconsolidated
joint ventures		3,081		450		3,302		3,280
Merger-related purchase accounting adjustments
included in cost of home sales		―		12,677		5,858		76,847
Merger and other one-time costs		986		4,844		12,627		66,374
Less:
Income (loss) from unconsolidated joint ventures		3,888		1,189		6,756		3,606
Income from financial services subsidiaries		7,581		6,936		40,259		22,667
Adjusted Homebuilding EBITDA	$	178,864	$	171,230	$	1,003,817	$	740,308

			Three Months Ended September 30,					Nine Months Ended September 30,
			Actual 2016		Pro Forma 2015		% Change	Actual 2016		Pro Forma 2015		% Change
			(Dollars in thousands)
Home sale revenues
	North		$	281,860	$	260,202	8%	$	709,329	$	660,387	7%
	Southeast			399,904		356,579	12%		1,062,737		914,471	16%
	Southwest			389,128		351,384	11%		1,165,269		1,025,906	14%
	West			594,138		350,720	69%		1,465,561		1,019,148	44%
		Consolidated total	$	1,665,030	$	1,318,885	26%	$	4,402,896	$	3,619,912	22%

	September 30, 2016		December 31, 2015
	(Dollars in thousands)
	(Unaudited)
ASSETS
Homebuilding:
Cash and equivalents	$	184,033	$	151,076
Restricted cash		29,796		35,990
Inventories:
Owned		6,533,047		6,069,959
Not owned		75,484		83,246
Investments in unconsolidated joint ventures		139,373		132,763
Deferred income taxes, net of valuation allowance of $1,441 and $1,156 at
September 30, 2016 and December 31, 2015, respectively		323,955		396,194
Goodwill		970,185		933,360
Other assets		109,348		118,768
Total Homebuilding Assets		8,365,221		7,921,356
Financial Services:
Cash and equivalents		30,241		35,518
Restricted cash		21,799		22,914
Mortgage loans held for sale, net		171,262		325,770
Mortgage loans held for investment, net		24,450		22,704
Other assets		19,488		17,243
Total Financial Services Assets		267,240		424,149
Total Assets	$	8,632,461	$	8,345,505

LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	204,803	$	191,681
Accrued liabilities		533,794		478,793
Revolving credit facility		146,000		―
Secured project debt and other notes payable		40,930		25,683
Senior notes payable		3,393,799		3,462,016
Total Homebuilding Liabilities		4,319,326		4,158,173
Financial Services:
Accounts payable and other liabilities		16,802		22,474
Mortgage credit facilities		161,898		303,422
Total Financial Services Liabilities		178,700		325,896
Total Liabilities		4,498,026		4,484,069

Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued
and outstanding at September 30, 2016 and December 31, 2015		―		―
Common stock, $0.01 par value; 600,000,000 shares authorized; 117,348,095
and 121,286,153 shares issued and outstanding at September 30, 2016 and
December 31, 2015, respectively		1,173		1,213
Additional paid-in capital		3,293,823		3,324,328
Accumulated earnings		839,395		535,890
Accumulated other comprehensive income, net of tax		44		5
Total Equity		4,134,435		3,861,436
Total Liabilities and Equity	$	8,632,461	$	8,345,505


Cash and cash equivalents	$	268,517
Inventories		2,404,765
Investments in unconsolidated joint ventures		13,821
Deferred income taxes		120,615
Homebuilding other assets		77,124
Financial services assets, excluding cash		144,889
Goodwill		970,185
Total assets		3,999,916
Accounts payable and accrued liabilities		(495,425	)
Secured project debt and other notes payables		(22,213	)
Senior notes payable		(1,291,541	)
Financial services liabilities		(124,619	)
Additional paid-in capital		(93,834	)
Total purchase price	$	1,972,284

	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
	(Dollars in thousands)

Home sale revenues		$	1,318,885	$	3,619,912
Pretax income		$	142,352	$	383,655

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(Dollars in thousands)
Homebuilding revenues:
North	$	283,060	$	n/a	$	710,889	$	n/a
Southeast		400,720		211,759		1,065,038		556,330
Southwest		389,160		155,595		1,165,797		461,304
West		598,018		284,836		1,493,279		804,466
Total homebuilding revenues	$	1,670,958	$	652,190	$	4,435,003	$	1,822,100

Homebuilding pretax income (1):
North	$	25,627	$	n/a	$	53,177	$	n/a
Southeast		31,303		19,379		84,125		44,909
Southwest		39,312		16,552		113,145		49,817
West		104,697		39,516		230,231		114,713
Total homebuilding pretax income	$	200,939	$	75,447	$	480,678	$	209,439

	September 30, 2016
	(Dollars in thousands)
Contractual maturity:
Maturing in one year or less	$	―
Maturing after three years		18,482
Total marketable securities, available-for-sale	$	18,482

				September 30, 2016				December 31, 2015
Description		Fair Value Hierarchy			Carrying Amount		Fair Value		Carrying Amount		Fair Value
			(Dollars in thousands)

Financial services assets:
	Mortgage loans held for investment, net	Level 2		$	24,450	$	24,450	$	22,704	$	22,704
Homebuilding liabilities:										��
	Senior and convertible senior notes payable, net	Level 2		$	3,393,799	$	3,677,455	$	3,462,016	$	3,675,276

	Three Months Ended September 30, 2016															Three Months Ended March 31, 2017
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.			CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)															(Dollars in thousands)
Homebuilding:
Revenues	$	707,397		$	656,095		$	307,466		$	―		$	1,670,958		$	577,268		$	540,524		$	219,907		$	―		$	1,337,699
Cost of sales		(561,856	)		(520,810	)		(213,600	)		―			(1,296,266	)		(471,297	)		(431,552	)		(160,006	)		―			(1,062,855	)
Gross margin		145,541			135,285			93,866			―			374,692			105,971			108,972			59,901			―			274,844
Selling, general and administrative expenses		(75,217	)		(75,834	)		(19,764	)		―			(170,815	)		(64,708	)		(73,391	)		(18,177	)		―			(156,276	)
Income (loss) from unconsolidated joint ventures		(717	)		44			1,904			―			1,231			674			133			3,081			―			3,888
Equity income of subsidiaries		95,380			―			―			(95,380	)		―			57,597			―			―			(57,597	)		―
Interest income (expense), net		1,075			(886	)		(189	)		―			―			874			(680	)		(194	)		―			―
Other income (expense)		(3,602	)		(762	)		195			―			(4,169	)		(1,987	)		(28	)		1,846			―			(169	)
Homebuilding pretax income		162,460			57,847			76,012			(95,380	)		200,939			98,421			35,006			46,457			(57,597	)		122,287
Financial Services:
Financial services pretax income		―			―			9,807			―			9,807			―			―			7,581			―			7,581
Income before taxes		162,460			57,847			85,819			(95,380	)		210,746			98,421			35,006			54,038			(57,597	)		129,868
Provision for income taxes		(30,112	)		(23,111	)		(25,175	)		―			(78,398	)		(15,801	)		(16,723	)		(14,724	)		―			(47,248	)
Net income	$	132,348		$	34,736		$	60,644		$	(95,380	)	$	132,348		$	82,620		$	18,283		$	39,314		$	(57,597	)	$	82,620

	Three Months Ended September 30, 2015															Three Months Ended March 31, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.			CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)															(Dollars in thousands)
Homebuilding:
Revenues	$	172,420		$	296,420		$	183,350		$	―		$	652,190		$	461,738		$	534,454		$	189,491		$	―		$	1,185,683
Cost of sales		(132,775	)		(226,945	)		(132,714	)		―			(492,434	)		(372,841	)		(430,002	)		(135,652	)		―			(938,495	)
Gross margin		39,645			69,475			50,636			―			159,756			88,897			104,452			53,839			―			247,188
Selling, general and administrative expenses		(21,582	)		(37,660	)		(14,018	)		―			(73,260	)		(55,051	)		(67,846	)		(13,804	)		―			(136,701	)
Income (loss) from unconsolidated joint ventures		14			―			107			―			121			689			144			356			―			1,189
Equity income of subsidiaries		48,155			―			―			(48,155	)		―			54,167			―			―			(54,167	)		―
Interest income (expense), net		3,109			(2,160	)		(949	)		―			―			1,337			(965	)		(372	)		―			―
Other income (expense)		(11,782	)		(212	)		824			―			(11,170	)		(3,615	)		189			18			―			(3,408	)
Homebuilding pretax income		57,559			29,443			36,600			(48,155	)		75,447			86,424			35,974			40,037			(54,167	)		108,268
Financial Services:
Financial services pretax income		―			―			2,847			―			2,847			―			―			6,936			―			6,936
Income before taxes		57,559			29,443			39,447			(48,155	)		78,294			86,424			35,974			46,973			(54,167	)		115,204
Provision for income taxes		(10,382	)		(13,931	)		(6,804	)		―			(31,117	)		(13,763	)		(17,474	)		(11,306	)		―			(42,543	)
Net income	$	47,177		$	15,512		$	32,643		$	(48,155	)	$	47,177		$	72,661		$	18,500		$	35,667		$	(54,167	)	$	72,661

	Nine Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	1,817,935		$	1,866,598		$	750,470		$	―		$	4,435,003
Cost of sales		(1,451,579	)		(1,486,644	)		(533,543	)		―			(3,471,766	)
Gross margin		366,356			379,954			216,927			―			963,237
Selling, general and administrative expenses		(201,503	)		(220,595	)		(51,112	)		―			(473,210	)
Income (loss) from unconsolidated joint ventures		29			444			2,170			―			2,643
Equity income of subsidiaries		229,414			―			―			(229,414	)		―
Interest income (expense), net		3,685			(2,785	)		(900	)		―			―
Other income (expense)		(10,885	)		(1,241	)		134			―			(11,992	)
Homebuilding pretax income		387,096			155,777			167,219			(229,414	)		480,678
Financial Services:
Financial services pretax income		―			―			24,889			―			24,889
Income before taxes		387,096			155,777			192,108			(229,414	)		505,567
Provision for income taxes		(69,327	)		(66,659	)		(51,812	)		―			(187,798	)
Net income	$	317,769		$	89,118		$	140,296		$	(229,414	)	$	317,769

	Nine Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	500,500		$	840,513		$	481,087		$	―		$	1,822,100
Cost of sales		(380,929	)		(646,798	)		(348,571	)		―			(1,376,298	)
Gross margin		119,571			193,715			132,516			―			445,802
Selling, general and administrative expenses		(69,121	)		(110,934	)		(39,185	)		―			(219,240	)
Income (loss) from unconsolidated joint ventures		36			―			(417	)		―			(381	)
Equity income of subsidiaries		121,691			―			―			(121,691	)		―
Interest income (expense), net		9,507			(7,369	)		(2,138	)		―			―
Other income (expense)		(19,223	)		(435	)		2,916			―			(16,742	)
Homebuilding pretax income		162,461			74,977			93,692			(121,691	)		209,439
Financial Services:
Financial services pretax income		―			―			6,873			―			6,873
Income before taxes		162,461			74,977			100,565			(121,691	)		216,312
Provision for income taxes		(26,481	)		(34,502	)		(19,349	)		―			(80,332	)
Net income	$	135,980		$	40,475		$	81,216		$	(121,691	)	$	135,980

			At September 30,
			Actual 2016				Pro Forma 2015				% Change
			Homes		Dollar Value		Homes		Dollar Value		Homes		Dollar Value
			(Dollars in thousands)
Backlog:
	North			1,530	$	523,882		1,234	$	417,931		24%		25%
	Southeast			2,257		934,797		1,933		805,356		17%		16%
	Southwest			2,058		945,052		2,220		957,390		(7%)		(1%)
	West			1,462		911,152		1,320		834,279		11%		9%
		Consolidated total		7,307	$	3,314,883		6,707	$	3,014,956		9%		10%

			At March 31,
			2017				2016				% Change

Backlog ($ in thousands):			Homes		Dollar Value		Homes		Dollar Value		Homes		Dollar Value
	North			1,671	$	596,498		1,333	$	456,243		25%		31%
	Southeast			2,195		929,035		2,109		876,617		4%		6%
	Southwest			1,815		875,041		2,179		989,226		(17%)		(12%)
	West			1,428		858,594		1,398		889,993		2%		(4%)
		Total		7,109	$	3,259,168		7,019	$	3,212,079		1%		1%

Covenant and Other Requirement		Actual at September 30, 2016	Covenant Requirements at September 30, 2016
		(Dollars in millions)

Consolidated Tangible Net Worth (1)		$3,164.0	≥	$1,849.8
Leverage Ratio:
	Net Homebuilding Debt to Adjusted Consolidated Tangible Net Worth Ratio (2)	1.10	≤	2.00
Liquidity or Interest Coverage Ratio (3):
	Liquidity	$149.1	≥	$220.4
	EBITDA (as defined in the Revolving Facility) to Consolidated Interest Incurred (4)	3.13	≥	1.25
Investments in Homebuilding Joint Ventures or Consolidated Homebuilding Non-Guarantor Entities (5)		$767.8	≤	$1,187.4

			Total Number	Approximate
			of Shares	Dollar Value
			Purchased as	of Shares that
			Part of	May Yet be
		Average	Publicly	Purchased
	Total Number	Price	Announced	Under the
	of Shares	Paid per	Plans or	Plans or
Period	Purchased (1)	Share	Programs (1)	Programs (1)
July 1, 2016 to July 31, 2016	―	―	―	$500,000,000
August 1, 2016 to August 31, 2016	―	―	―	$500,000,000
September 1, 2016 to September 30, 2016	1,102,500	$34.12	1,102,500	$462,387,155
Total	1,102,500	$34.12	1,102,500