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 ~~June~~September 30, 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.)
1100 Wilson Boulevard, #2100, Arlington, Virginia (Address of principal executive offices)	22209 (Zip Code)

(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, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer 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 ~~July 27,~~November 8, 2017: ~~110,204,545~~110,334,484

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 ~~Six~~Nine Months Ended ~~June~~September 30, 2017 and 2016	2

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

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

			Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2017 and 2016	5

			Notes to Unaudited Condensed Consolidated Financial Statements	6

		ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2627

		ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3940

		ITEM 4.	Controls and Procedures	4041

PART II.	Other Information

		ITEM 1.	Legal Proceedings	4243

		ITEM 1A.	Risk Factors	4243

		ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4244

		ITEM 3.	Defaults Upon Senior Securities	4244

		ITEM 4.	Mine Safety Disclosures	4244

		ITEM 5.	Other Information	4244

		ITEM 6.	Exhibits	4345

SIGNATURES				4446

��

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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 June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
	(Dollars in thousands, except per share amounts)												(Dollars in thousands, except per share amounts)
	(Unaudited)												(Unaudited)

Homebuilding:
Home sale revenues	$	1,620,614		$	1,558,701		$	2,958,313		$	2,737,866		$	1,515,167		$	1,665,030		$	4,473,480		$	4,402,896
Land sale revenues		500			19,661			500			26,179			676			5,928			1,176			32,107
Total revenues		1,621,114			1,578,362			2,958,813			2,764,045			1,515,843			1,670,958			4,474,656			4,435,003
Cost of home sales		(1,297,249	)		(1,217,793	)		(2,360,104	)		(2,149,921	)		(1,212,468	)		(1,290,628	)		(3,572,572	)		(3,440,549	)
Cost of land sales		(7	)		(19,212	)		(7	)		(25,579	)		(240	)		(5,638	)		(247	)		(31,217	)
Total cost of sales		(1,297,256	)		(1,237,005	)		(2,360,111	)		(2,175,500	)		(1,212,708	)		(1,296,266	)		(3,572,819	)		(3,471,766	)
Gross margin		323,858			341,357			598,702			588,545			303,135			374,692			901,837			963,237
Selling, general and administrative expenses		(173,997	)		(165,694	)		(330,273	)		(302,395	)		(168,429	)		(170,815	)		(498,702	)		(473,210	)
Income (loss) from unconsolidated joint ventures		446			223			4,334			1,412			5,426			1,231			9,760			2,643
Other income (expense)		(2,675	)		(4,415	)		(2,844	)		(7,823	)		(1,238	)		(4,169	)		(4,082	)		(11,992	)
Homebuilding pretax income		147,632			171,471			269,919			279,739			138,894			200,939			408,813			480,678
Financial Services:
Revenues		20,277			20,539			40,233			38,091			20,161			21,433			60,394			59,524
Expenses		(11,661	)		(12,393	)		(24,036	)		(23,009	)		(12,883	)		(11,626	)		(36,919	)		(34,635	)
Financial services pretax income		8,616			8,146			16,197			15,082			7,278			9,807			23,475			24,889

Income before taxes		156,248			179,617			286,116			294,821			146,172			210,746			432,288			505,567
Provision for income taxes		(57,254	)		(66,857	)		(104,502	)		(109,400	)		(52,820	)		(78,398	)		(157,322	)		(187,798	)
Net income		98,994			112,760			181,614			185,421			93,352			132,348			274,966			317,769
Less: Net income allocated to unvested restricted stock		(408	)		(251	)		(705	)		(350	)		(400	)		(294	)		(1,104	)		(635	)
Net income available to common stockholders	$	98,586		$	112,509		$	180,909		$	185,071		$	92,952		$	132,054		$	273,862		$	317,134

Income Per Common Share:
Basic	$	0.87		$	0.95		$	1.59		$	1.55		$	0.84		$	1.12		$	2.43		$	2.66
Diluted	$	0.75		$	0.83		$	1.38		$	1.36		$	0.75		$	0.97		$	2.14		$	2.34

Weighted Average Common Shares Outstanding:
Basic		113,689,435			118,419,937			114,086,136			119,617,438			110,205,460			118,338,891			112,778,362			119,188,145
Diluted		131,636,412			136,088,146			132,079,976			137,277,899			124,449,912			136,077,415			129,521,479			136,888,927

Cash Dividends Declared Per Common Share	$	0.04		$	0.04		$	0.08		$	0.08		$	0.04		$	0.04		$	0.12		$	0.12

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 June 30,					Six Months Ended June 30,				Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017		2016		2017			2016		2017		2016
	(Dollars in thousands)									(Dollars in thousands)
	(Unaudited)									(Unaudited)

Net income		$	98,994	$	112,760	$	181,614	$	185,421		$	93,352	$	132,348	$	274,966	$	317,769
Other comprehensive income, net of tax:
Unrealized gain on marketable securities, available for sale			―		―		―		39			―		―		―		39
Total comprehensive income		$	98,994	$	112,760	$	181,614	$	185,460		$	93,352	$	132,348	$	274,966	$	317,808

During June 2017, the Company issued $350 million in aggregate principal amount of 5.00% Senior Notes due 2027, 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 were used to repurchase and repay the aggregate principal balance of our 1.25% Convertible Senior Notes due August 2032.

During August 2017, the Company redeemed for cash, at a redemption price equal to 100% of the principal amount, all of the remaining $253 million of our 1.25% Convertible Senior Notes which were scheduled to mature on August 1, 2032.

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15. Mortgage Credit Facility

At ~~June~~September 30, 2017, we had ~~$149.8~~$152.8 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 June 2018. This facility requires our mortgage financing subsidiary to maintain cash collateral accounts, which totaled $3.0 million as of ~~June~~September 30, 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 ~~June~~September 30, 2017, CalAtlantic Mortgage was in compliance with the financial and other covenants contained in this facility.

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 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.

Financial instruments measured at fair value on a recurring basis:

Fair Value at
Description Fair Value Hierarchy
June 30,
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 $ 15,142 $ 8,711
Mortgage loans held for sale    Level 2    $ 158,804 $ 265,542

		Fair Value at
	Fair Value Hierarchy	September 30, 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	$	15,142	$	8,711
Mortgage loans held for sale	Level 2	$	163,352	$	265,542

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 metropolitan district, (2) the forecasted assessed value of those closed homes and (3) the discount rate.

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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.

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

			June 30, 2017				December 31, 2016						September 30, 2017				December 31, 2016
Description	Description	Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value	Description	Fair Value Hierarchy		Carrying Amount		Fair Value		Carrying Amount		Fair Value
			(Dollars in thousands)										(Dollars in thousands)

Financial services assets:	Financial services assets:										Financial services assets:
	Mortgage loans held for investment, net	Level 2	$	25,613	$	25,613	$	24,924	$	24,924	Mortgage loans held for investment, net	Level 2	$	25,510	$	25,510	$	24,924	$	24,924
Homebuilding liabilities:	Homebuilding liabilities:										Homebuilding liabilities:
	Senior and convertible senior notes payable, net	Level 2	$	3,735,232	$	4,014,703	$	3,392,208	$	3,617,838	Senior and convertible senior notes payable, net	Level 2	$	3,483,388	$	3,753,098	$	3,392,208	$	3,617,838

Three Months Ended June 30, Six Months Ended June 30,
2017 2016 % Change 2017 2016 % Change
Average number of selling communities during the period:
North 138 126 10% 139 121 15%
Southeast 181 179 1% 184 180 2%
Southwest 156 169 (8%) 155 172 (10%)
West 82 93 (12%) 82 94 (13%)
Total 557 567 (2%) 560 567 (1%)

			Three Months Ended September 30,				Nine Months Ended September 30,
			2017	2016	% Change	% Absorption Change (1)	2017	2016	% Change	% Absorption Change (1)
Net new orders (2):
	North		768	823	(7%)	(17%)	2,747	2,647	4%	(9%)
	Southeast		1,015	1,071	(5%)	(6%)	3,550	3,384	5%	3%
	Southwest		735	831	(12%)	(8%)	2,662	2,907	(8%)	(0%)
	West		898	806	11%	15%	2,839	2,649	7%	18%
		Total	3,416	3,531	(3%)	(5%)	11,798	11,587	2%	2%

			Three Months Ended September 30,					Nine Months Ended September 30,
			2017		2016		% Change	2017		2016		% Change
Cancellation Rates:
	North			16%		16%	―		15%		13%	2%
	Southeast			12%		14%	(2%)		12%		13%	(1%)
	Southwest			19%		18%	1%		15%		15%	―
	West			15%		18%	(3%)		15%		17%	(2%)
		Total		15%		16%	(1%)		14%		14%	―

			Three Months Ended September 30,					Nine Months Ended September 30,
			2017		2016		% Change	2017		2016		% Change
Average selling prices of net new orders:			(Dollars in thousands)
	North		$	358	$	337	6%	$	352	$	333	6%
	Southeast			405		375	8%		397		374	6%
	Southwest			450		428	5%		446		429	4%
	West			669		603	11%		649		632	3%
		Total	$	473	$	431	10%	$	458	$	437	5%

			Three Months Ended September 30,			Nine Months Ended September 30,
			2017	2016	% Change	2017	2016	% Change
Average number of selling communities during the period:
	North		150	134	12%	143	125	14%
	Southeast		184	182	1%	183	180	2%
	Southwest		158	165	(4%)	156	170	(8%)
	West		82	85	(4%)	83	91	(9%)
		Total	574	566	1%	565	566	(0%)

__________________

(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 2017 ~~second~~third quarter ~~increased 4%~~decreased 3%, to ~~4,078~~3,416 homes, from the prior year period on a ~~2% decrease~~1% increase in average active selling communities. Our monthly sales absorption rate was ~~2.4~~2.0 per community for the 2017 ~~second~~third quarter, ~~up 6%~~down 5% compared to the 2016 ~~second~~third quarter and down 4%19% compared to the 2017 ~~first~~second quarter. Although our monthly sales absorption rate of ~~2.4~~2.0 per community for the 2017 ~~second~~third quarter was ~~up slightly~~down compared to the 2016 ~~second~~third quarter, the change in our absorption rates varied widely across our regions, from up ~~17%~~15% in the West, to down ~~10%~~17% in the North. In the West, ~~most divisions experienced~~ strong double digit increases in absorption rate in Phoenix and Southern California were partially offset by a slight decrease in San Diego and Sacramento compared to the prior year period. The ~~10%~~17% decrease in absorption rate for our North region was driven primarily by decreases in ~~Atlanta, Chicago, Indianapolis and the Mid-Atlantic,~~most divisions, partially offset by a ~~31%~~1% increase in ~~Twin Cities~~Philadelphia compared to the prior year period. Our cancellation rate for the 2017 ~~second~~third quarter was ~~14%~~15%, down compared to ~~15%~~16% for the 2016 ~~second~~third quarter and up slightly from ~~13%~~14% for the 2017 ~~first~~second quarter. Our 2017 ~~second~~third quarter cancellation rate was down significantly from the average historical

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cancellation rate of approximately 18% we have experienced over the last 10 years. At ~~June~~September 30, 2017, we had ~~559~~574 active selling communities.

At June 30,
2017 2016 % Change

Backlog ($ in thousands): Homes Dollar Value Homes Dollar Value Homes Dollar Value
North 1,680 $ 603,968 1,555 $ 524,001 8% 15%
Southeast 2,372 1,018,178 2,238 923,385 6% 10%
Southwest 1,848 896,335 2,121 970,020 (13%) (8%)
West 1,634 1,042,990 1,542 1,011,307 6% 3%
Total 7,534 $ 3,561,471 7,456 $ 3,428,713 1% 4%

			At September 30,
			2017				2016				% Change
Backlog ($ in thousands):			Homes		Dollar Value		Homes		Dollar Value		Homes		Dollar Value
	North			1,656	$	603,952		1,530	$	523,882		8%		15%
	Southeast			2,362		1,018,389		2,257		934,797		5%		9%
	Southwest			1,791		877,533		2,058		945,052		(13%)		(7%)
	West			1,761		1,208,827		1,462		911,152		20%		33%
		Total		7,570	$	3,708,701		7,307	$	3,314,883		4%		12%

The dollar value of our backlog as of ~~June~~September 30, 2017 increased 4%12% from the year earlier period to ~~$3.6~~$3.7 billion, or ~~7,534~~7,570 homes. The increase in backlog value compared to the prior year period was driven by the 3%8% increase in the average home price in our backlog, to ~~$473~~$490 thousand as of ~~June~~September 30, 2017, and a 1%4% increase in units in backlog.

			At September 30,
			2017	2016	% Change
Homesites owned and controlled:
	North		14,172	15,966	(11%)
	Southeast		23,591	22,993	3%
	Southwest		14,560	15,113	(4%)
	West		15,638	13,892	13%
		Total (including joint ventures)	67,961	67,964	(0%)

	Homesites owned		52,285	51,385	2%
	Homesites optioned or subject to contract		14,544	15,209	(4%)
	Joint venture homesites (1)		1,132	1,370	(17%)
		Total (including joint ventures)	67,961	67,964	(0%)


Homesites owned:
	Raw lots		11,309	10,013	13%
	Homesites under development		12,825	10,980	17%
	Finished homesites		12,908	15,071	(14%)
	Under construction or completed homes		10,826	10,055	8%
	Held for future development/for sale		4,417	5,266	(16%)
		Total	52,285	51,385	2%

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At June 30,
2017 2016 % Change
Homesites owned and controlled:
North 14,759 15,636 (6%)
Southeast 23,402 23,033 2%
Southwest 13,982 15,006 (7%)
West 15,479 14,066 10%
Total (including joint ventures) 67,622 67,741 (0%)

Homesites owned 51,120 50,947 0%
Homesites optioned or subject to contract 15,042 15,412 (2%)
Joint venture homesites (1) 1,460 1,382 6%
Total (including joint ventures) 67,622 67,741 (0%)

Homesites owned:
Raw lots 9,860 8,325 18%
Homesites under development 13,694 12,344 11%
Finished homesites 12,761 14,296 (11%)
Under construction or completed homes 10,473 10,015 5%
Held for future development/for sale 4,332 5,967 (27%)
Total 51,120 50,947 0%

__________________

(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 ~~June~~September 30, 2017 remained flat from the year earlier period and increased 3%4% from the 65,424 homesites owned and controlled as of December 31, 2016. We purchased ~~$262.4~~$304.7 million of land ~~(3,576~~(4,043 homesites) during the 2017 ~~second~~third quarter, of which ~~33%~~17% (based on homesites) were located in the North, ~~24%~~40% in the Southeast, ~~11%~~20% in the Southwest, and ~~32%~~23% in the West. As of ~~June~~September 30, 2017, we owned or controlled ~~67,622~~67,961 homesites, of which ~~46,788~~47,868 were owned and actively selling or under development, ~~16,502~~15,676 were controlled or under option (including joint venture homesites), and the remaining ~~4,332~~4,417 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.

At June 30,
2017 2016 % Change
Homes under construction:
Homes under construction (excluding specs) 4,939 4,769 4%
Speculative homes under construction 2,836 2,569 10%
Total homes under construction 7,775 7,338 6%

Completed homes:
Completed and unsold homes (excluding models) 986 957 3%
Completed and under contract (excluding models) 818 824 (1%)
Model homes 894 896 (0%)
Total completed homes 2,698 2,677 1%

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			At September 30,
			2017	2016	% Change
Homes under construction:
	Homes under construction (excluding specs)		5,210	4,797	9%
	Speculative homes under construction		2,909	2,568	13%
		Total homes under construction	8,119	7,365	10%

Completed homes:
	Completed and unsold homes (excluding models)		1,059	973	9%
	Completed and under contract (excluding models)		779	845	(8%)
	Model homes		869	872	(0%)
		Total completed homes	2,707	2,690	1%

Homes under construction (excluding speculative homes) as of ~~June~~September 30, 2017 increased 4%9% compared to ~~June~~September 30, 2016, consistent with our homes in backlog, which were up 1%4% compared to ~~June~~September 30, 2016. Speculative homes under construction as of ~~June~~September 30, 2017 increased ~~10%~~13% from the prior year period, resulting primarily from our strategy to maintain a supply of speculative homes in each community.

~~Other Homebuilding Items~~

Weyerhaeuser Company has notified the building community of an issue with a specific type of fire rated I-joist product manufactured after December 1, 2016. Weyerhaueser has estimated that approximately 2,200 homes nationwide contain the joist. The Company believes that the joist is present in approximately 400 Company homes located in our Colorado, Twin Cities and Philadelphia markets. Of the identified 400 impacted homes, 87 have been delivered to homeowners, 6 are model homes, and the remainder are in various stages of construction. We are currently working with Weyerhaeuser in evaluating potential

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remediation solutions to determine the best course of corrective action for our customers and do not yet know the ultimate impact this issue will have on our business. Of the 307 homes under construction, 148 were scheduled to close in the 2017 third quarter and 144 in the 2017 fourth quarter. Although we expect to experience a combination of delayed closing and/or cancelations with respect to these units that will likely have a negative impact on net orders, closings and revenue in these quarters, we do not believe we will incur any material costs, expenses or charges as a result of this issue.

Financial Services

In the 2017 ~~second~~third quarter our financial services segment reported pretax income of ~~$8.6~~$7.3 million compared to ~~$8.1~~$9.8 million in the year earlier period. The ~~increase~~decrease was driven primarily by a ~~$0.5 million increase~~decrease in title services ~~income.~~

income and higher personnel related costs.

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

			Three Months Ended June 30,		Six Months Ended June 30,				Three Months Ended September 30,		Nine Months Ended September 30,
			2017	2016	2017	2016			2017	2016	2017	2016
			(Dollars in thousands)						(Dollars in thousands)
Total Originations:	Total Originations:						Total Originations:
	Loans		1,764	1,796	3,120	3,247	Loans		1,796	1,779	4,916	5,026
	Principal		$566,093	$569,280	$989,915	$1,021,047	Principal		$569,816	$546,408	$1,559,731	$1,567,455
	Capture Rate		54%	58%	52%	59%	Capture Rate		59%	54%	54%	57%

Loans Sold to Third Parties:	Loans Sold to Third Parties:						Loans Sold to Third Parties:
	Loans		1,767	1,774	3,445	3,621	Loans		1,773	1,813	5,218	5,434
	Principal		$566,174	$566,043	$1,093,391	$1,150,344	Principal		$564,251	$562,962	$1,657,642	$1,713,306

Mortgage Loan Origination Product Mix:	Mortgage Loan Origination Product Mix:						Mortgage Loan Origination Product Mix:
	FHA loans		15%	14%	15%	15%	FHA loans		14%	15%	15%	15%
	Other government loans (VA & USDA)		9%	10%	9%	11%	Other government loans (VA & USDA)		10%	10%	10%	11%
		Total government loans	24%	24%	24%	26%		Total government loans	24%	25%	25%	26%
	Conforming loans		71%	71%	71%	69%	Conforming loans		72%	71%	71%	70%
	Jumbo loans		5%	5%	5%	5%	Jumbo loans		4%	4%	4%	4%
			100%	100%	100%	100%			100%	100%	100%	100%
Loan Type:	Loan Type:						Loan Type:
	Fixed		95%	96%	95%	96%	Fixed		96%	98%	96%	97%
	ARM		5%	4%	5%	4%	ARM		4%	2%	4%	3%
Credit Quality:	Credit Quality:						Credit Quality:
	Avg. FICO score		740	741	739	739	Avg. FICO score		741	737	740	738
Other Data:
Other Data:m							Other Data:m
	Avg. combined LTV ratio		82%	83%	82%	83%	Avg. combined LTV ratio		81%	83%	82%	83%
	Full documentation loans		100%	100%	100%	100%	Full documentation loans		100%	100%	100%	100%

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

	~~June~~September 30, 2017
	(Dollars in thousands)

8.375% Senior Notes due May 2018	$	575,000
1.625% Convertible Senior Notes due May 2018		224,999
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		425,000
5.25% Senior Notes due June 2026		400,000
5.00% Senior Notes due June 2027		350,000
~~1.25% Convertible Senior Notes due August 2032~~	~~253,000~~
	$	~~3,745,499~~3,492,499

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 ~~June~~September 30, 2017, we were in compliance with the covenants required by our senior notes.

The Company's 1.625% Convertible Senior Notes due 2018 are senior unsecured obligations of the

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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 ~~31.8753~~31.8845 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately ~~$31.37~~$31.36 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 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 ~~13.6118~~13.6157 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately ~~$73.47~~$73.44 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.

The Company's 1.25% Convertible Senior Notes due 2032 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 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 24.9496 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $40.08 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. We plan to redeem the remaining $253 million of our 1.25% convertible senior notes due August 2032, on August 7, 2017, unless such notes are earlier repurchased or converted.

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, each of 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 were used to repay the remaining $230 million principal balance of our 8.4% Senior Notes upon maturity in 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.

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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 ~~June~~September 30, 2017, ~~only two~~we had no joint ventures ~~had~~with project specific debt ~~outstanding, which totaled $30.2 million. This joint venture bank debt was non-recourse to us.~~outstanding. At ~~June~~September 30, 2017, we had no joint venture surety bonds outstanding subject to indemnity arrangements by us.

Secured Project Debt and Other Notes Payable. At ~~June~~September 30, 2017, we had ~~$27.0~~$43.2 million outstanding in secured project debt and other notes

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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 ~~June~~September 30, 2017, we had ~~$149.8~~$152.8 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 June 2018. This facility requires our mortgage financing subsidiary to maintain cash collateral accounts, which totaled $3.0 million as of ~~June~~September 30, 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 ~~June~~September 30, 2017, CalAtlantic Mortgage was in compliance with the financial and other covenants contained in this facility.

~~$154.8~~ $163.4 million in closed mortgage loans held for sale and ~~$23.4~~$33.3 million of mortgage loans in process 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.

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

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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~~Mortgage loans originated in this manner are typically held by CalAtlantic Mortgage and financed under its mortgage credit facility 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 mortgage 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 ~~June~~September 30, 2017, CalAtlantic Mortgage had approximately ~~$315.2~~$258.3 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 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;

·	the outcome and impact relating to ~~our~~the remediation of an issue relating to certain fire rated I-joist products that we purchased from a third party manufacturer;

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·	plans to repurchase our common stock, purchase notes prior to maturity and engage in debt exchange transactions;

·	the impact of recent accounting 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 climate change;

·	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;

·	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 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 ventures, 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;

·	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, 2016.

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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 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.

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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~~

Except as described below, 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, 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, 2016.

The proposed merger between CalAtlantic and Lennar may present certain risks to CalAtlantic's business and operations.

On October 29, 2017, CalAtlantic, Lennar Corporation ("Lennar") and Cheetah Cub Group Corp., a wholly owned subsidiary of Lennar ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which CalAtlantic, subject to the terms and conditions set forth in the Merger Agreement, would merge with and into Merger Sub (the "Merger"). At the effective time of the Merger, each share of common stock of CalAtlantic issued and outstanding will be converted into and become the right to receive 0.885 shares (the "Exchange Ratio") of Class A common stock of Lennar ("Lennar stock"). Holders of CalAtlantic common stock will also have the option to elect to exchange all or a portion of their shares for cash in the amount of $48.26 per share, subject to proration to the extent cash to be paid to all such holders electing to receive cash consideration would exceed $1.16 billion. At the effective time of the Merger, (i) CalAtlantic's options, restricted stock units and stock appreciation rights will be converted into the option to acquire or right to receive in lieu of CalAtlantic common stock, the number of shares of Lennar stock, as determined in accordance with the Exchange Ratio, and (ii) CalAtlantic's convertible notes will remain outstanding and become convertible in lieu of CalAtlantic common stock, the number of shares of Lennar stock, as determined in accordance with the Exchange Ratio, unless the indenture relating to a particular issue of convertible debt provides otherwise, in which case the holder of convertible debt of that issue will receive what is provided in the indenture. The consummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger by CalAtlantic's stockholders and the stockholders of Lennar, and the Merger cannot be completed until all of the conditions to closing are satisfied or waived. The obligation of each of the parties to the Merger Agreement to consummate the Merger is conditioned, among other things, on the other party's representations and warranties being true and correct (subject to certain materiality exceptions) and the performance in all material respects by the other party of its obligations imposed under the Merger Agreement. If the Merger is not completed for any reason, the holders of our common stock will not receive any payment for their shares of our common stock in connection with the proposed Merger. Instead, CalAtlantic will remain an independent public company and holders of our common stock will continue to own their shares of our common stock.

The Merger may present certain risks to CalAtlantic's business and operations prior to the closing of the Merger, including, among other things, risks that:

·	we may lose management personnel and other key employees and be unable to attract and retain such personnel and employees;

·	uncertainty regarding the Merger could cause customers, suppliers and others who have or may have a business relationship with CalAtlantic to seek to change their business relationship or proposed business relationship;

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·	the Merger Agreement contains restrictions on CalAtlantic's business and operations and may prevent CalAtlantic from pursuing otherwise attractive business opportunities and making other changes to its business;

·	management's attention and other Company resources may be focused on the Merger instead of on day-to-day management activities, including pursuing other opportunities beneficial to CalAtlantic;

·	we may incur substantial unexpected transaction fees and Merger-related costs;

·	litigation that could be instituted against the Company and its officers and directors relating to the Merger, which could be costly to defend and lead to liabilities;

·	the Merger may not be completed, which may have an adverse effect on our stock price and our future business and financial results, and we may incur substantial costs if the Merger Agreement is terminated under certain conditions; and

·	the Merger Agreement contains provisions that could discourage a potential competing acquirer of CalAtlantic.

In addition, certain risks may arise from entry into the Merger Agreement, including, among other matters:

·	any delay in completing the Merger may reduce or eliminate the benefits expected to be achieved thereunder;

·	the Exchange Ratio and the cash consideration are fixed and will not be adjusted in the event of any change in the price of CalAtlantic's common stock or Lennar stock;

·	Lennar may be unable to successfully integrate our business and workforce with those of Lennar after the Merger and many of the anticipated benefits of combining CalAtlantic and Lennar may not be realized;

·	completion of the Merger may trigger assignment, change of control or other provisions in certain commercial contracts to which CalAtlantic is a party, such that counterparties may potentially have the right to terminate such contracts or give consent to the Merger;

·	holders of CalAtlantic common stock will have a reduced ownership and voting interest in the combined company after the Merger and will exercise less influence over management;

·	after the Merger, Lennar may lose management personnel and other key employees and be unable to attract and retain such personnel and employees; and

·	launching branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers.

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

During the three months ended ~~June~~September 30, 2017, we ~~repurchased the following~~did not repurchase any shares under our repurchase ~~program:~~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)
April 1, 2017 to April 30, 2017        ―     ―     ―
May 1, 2017 to May 31, 2017    536,066 $35.44 536,066 $348,393,263
June 1, 2017 to June 30, 2017    3,888,277 $33.69 3,888,277 $217,403,932
Total    4,424,343 $33.90 4,424,343

~~__________________~~

~~(1)~~

On July 28, 2016, our Board of Directors announced 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Not applicable.

On July 25, 2017, the Board of Directors authorized the Company to enter into Change in Control and Severance Protection Agreements with named executive officers Jeff McCall and Wendy Marlett and certain other company officers and a Severance Protection Agreement with Peter Skelly. The Agreements have a two year term with a rolling one year extension. A form of the Change in Control and Severance Protection Agreement is attached hereto as Exhibit 10.1. With respect to Mr. McCall and Mrs. Marlett,

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these agreements replace in their entirety their prior Change in Control and Severance Protection Agreements which were set to expire on October 1, 2017. Mr. Skelly's prior change in control agreement continues to remain in full force and effect and his new Severance Protection Agreement contains only the non-change in control severance provisions contained in Exhibit 10.1. Pursuant to the severance protection provisions of Mr. Skelly, Mr. McCall and Ms. Marlett's agreements, if the executive's employment with the Company is terminated without cause (cause generally consisting of various bad acts described more particularly in the agreement) other than in connection with a change in control, the executive is entitled to receive a lump sum payment equal to a multiple (1.5x) of the sum of his or her current base salary plus an amount equal to the annual cash incentive bonus paid to the executive for the year prior to the year of termination, a pro-rata bonus for the year of termination, Company paid COBRA for 1.5 years, and an outplacement benefit. The amount of the pro-rata bonus is determined by multiplying the actual bonus that would otherwise be due to executive for the year of termination by the quotient obtained by dividing the number of days in the year up to and including the date of termination by 365. No special treatment of equity awards is provided.

If Mr. McCall or Ms. Marlett's employment with the Company is terminated by the Company without cause or by the executive for good reason (generally consisting of adverse changes in responsibilities, compensation, benefits or location of work place) in connection with a change in control (i.e., "Double-Trigger" required for payouts), the executive is entitled to receive a lump sum payment equal to a multiple (2x) of the sum of his or her current base salary plus his or her target bonus for the year of termination, Company paid COBRA for two years, an outplacement benefit, and an additional pro-rata bonus. The amount of the pro-rata bonus is determined by multiplying the target bonus for the year of termination by the quotient obtained by dividing the number of days in the year up to and including the date of termination by 365. In addition, all unvested equity awards will vest as of the date of termination. Mr. Skelly is not subject to these change in control provisions and his previously disclosed change in control agreement remains in full force and effect.

~~The foregoing description is qualified in its entirety by reference to the form of Severance and Change in Control Protection Agreement attached hereto as Exhibit 10.1.~~

ITEM 6. EXHIBITS

~~4.1~~

~~Twenty-Eighth Supplemental Indenture,~~*2.1

Agreement and Plan of Merger, dated as of ~~June 9,~~October 29, 2017, by and among ~~the Company, the Guarantors~~CalAtlantic Group, Inc., Lennar Corporation and ~~The Bank of New York Mellon Trust Company, N.A.~~Cheetah Cub Group Corp., incorporated by reference to Exhibit ~~4.1 of~~2.1 to the Registrant's Current Report on Form 8-K filed on ~~June 9,~~October 30, 2017.

*10.1

Voting Agreement, dated as of October 29, 2017, by and between CalAtlantic Group, Inc., Stuart A. Miller and the other stockholders of Lennar Corporation party thereto., incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 30, 2017.

*+10.2

Form of Retention Agreement, incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on October 30, 2017.

*+10.3

Amendment, dated as of October 29, 2017, to the Senior Executive Severance Agreement between the Company and ~~Change in Control Protection Agreement.~~Pete Skelly, incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on October 30, 2017.

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 ~~June~~September 30, 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.

__________________

~~__________________~~

(*)	Previously filed.

(+)	Management contract, compensation plan or arrangement.

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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: ~~July 28,~~November 9, 2017	By:	/s/ Larry T. Nicholson
		Larry T. Nicholson President and Chief Executive Officer (Principal Executive Officer)


Dated: ~~July 28,~~November 9, 2017	By:	/s/ Jeff J. McCall
		Jeff J. McCall Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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	June 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
	(Dollars in thousands)						(Dollars in thousands)
	(Unaudited)						(Unaudited)
ASSETS
Homebuilding:
Cash and equivalents	$	167,833		$	191,086		$	83,310		$	191,086
Restricted cash		32,367			28,321			29,620			28,321
Inventories:
Owned		6,654,990			6,438,792			6,946,766			6,438,792
Not owned		86,618			66,267			91,944			66,267
Investments in unconsolidated joint ventures		125,768			127,127			130,692			127,127
Deferred income taxes, net of valuation allowance of $1,925 and $2,456
at June 30, 2017 and December 31, 2016, respectively		312,471			330,378
at September 30, 2017 and December 31, 2016, respectively								307,251			330,378
Goodwill		985,185			970,185			985,185			970,185
Other assets		233,785			204,489			235,135			204,489
Total Homebuilding Assets		8,599,017			8,356,645			8,809,903			8,356,645
Financial Services:
Cash and equivalents		47,861			17,041			46,357			17,041
Restricted cash		21,375			21,710			21,205			21,710
Mortgage loans held for sale, net		155,180			262,058			160,068			262,058
Mortgage loans held for investment, net		25,613			24,924			25,510			24,924
Other assets		17,750			26,666			15,991			26,666
Total Financial Services Assets		267,779			352,399			269,131			352,399
Total Assets	$	8,866,796		$	8,709,044		$	9,079,034		$	8,709,044

LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	146,383		$	211,780		$	177,752		$	211,780
Accrued liabilities		542,568			599,905			562,424			599,905
Revolving credit facility		―			―			295,600			―
Secured project debt and other notes payable		27,041			27,579			43,150			27,579
Senior notes payable		3,735,232			3,392,208			3,483,388			3,392,208
Total Homebuilding Liabilities		4,451,224			4,231,472			4,562,314			4,231,472
Financial Services:
Accounts payable and other liabilities		19,374			22,559			20,831			22,559
Mortgage credit facility		149,828			247,427			152,786			247,427
Total Financial Services Liabilities		169,202			269,986			173,617			269,986
Total Liabilities		4,620,426			4,501,458			4,735,931			4,501,458

Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued
and outstanding at June 30, 2017 and December 31, 2016		―			―
Common stock, $0.01 par value; 600,000,000 shares authorized; 110,204,353
and 114,429,297 shares issued and outstanding at June 30, 2017 and
and outstanding at September 30, 2017 and December 31, 2016								―			―
Common stock, $0.01 par value; 600,000,000 shares authorized; 110,217,216
and 114,429,297 shares issued and outstanding at September 30, 2017 and
December 31, 2016, respectively		1,102			1,144			1,102			1,144
Additional paid-in capital		3,060,402			3,204,835			3,064,963			3,204,835
Accumulated earnings		1,174,374			1,001,779			1,263,318			1,001,779
Accumulated other comprehensive income (loss), net of tax		(172	)		(172	)		(172	)		(172	)
Total Stockholders' Equity		4,235,706			4,207,586			4,329,211			4,207,586
Noncontrolling Interest		10,664			―			13,892			―
Total Equity		4,246,370			4,207,586			4,343,103			4,207,586
Total Liabilities and Equity	$	8,866,796		$	8,709,044		$	9,079,034		$	8,709,044

	Six Months Ended June 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(Dollars in thousands)						(Dollars in thousands)
	(Unaudited)						(Unaudited)
Cash Flows From Operating Activities:
Net income	$	181,614		$	185,421		$	274,966		$	317,769
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Income) loss from unconsolidated joint ventures		(4,334	)		(1,412	)		(9,760	)		(2,643	)
Depreciation and amortization		27,672			27,428			41,818			43,193
Amortization of stock-based compensation		9,216			7,512			14,282			11,216
Deferred income tax provision		14,866			4,315			22,972			8,118
Other operating activities		3,104			97			7,062			100
Changes in cash and equivalents due to:
Mortgage loans held for sale		106,893			136,903			101,968			154,622
Inventories - owned		(178,314	)		(271,304	)		(450,620	)		(366,095	)
Inventories - not owned		(34,472	)		(19,254	)		(56,722	)		(29,192	)
Other assets		(13,043	)		(1,758	)		(12,206	)		7,665
Accounts payable		(65,397	)		24,080			(34,028	)		13,122
Accrued liabilities		(47,213	)		(28,414	)		(23,207	)		9,787
Net cash provided by (used in) operating activities		592			63,614			(123,475	)		167,662

Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		(25,002	)		(22,592	)		(33,212	)		(27,000	)
Distributions of capital from unconsolidated homebuilding joint ventures		8,045			8,115			12,770			23,727
Net cash paid for acquisitions		(44,477	)		―			(44,477	)		―
Other investing activities		(9,793	)		(4,166	)		(11,113	)		(5,389	)
Net cash provided by (used in) investing activities		(71,227	)		(18,643	)		(76,032	)		(8,662	)

Cash Flows From Financing Activities:
Change in restricted cash		(3,711	)		6,063			(794	)		7,309
Borrowings from revolving credit facility		264,450			693,700			685,550			1,008,000
Principal payments on revolving credit facility		(264,450	)		(693,700	)		(389,950	)		(862,000	)
Principal payments on secured project debt and other notes payable		(615	)		(10,169	)		(909	)		(10,389	)
Principal payment on senior notes payable		(230,000	)		―			(483,000	)		(280,000	)
Proceeds from the issuance of senior notes payable		579,125			300,000			579,125			300,000
Payment of debt issuance costs		(4,595	)		(2,195	)		(5,019	)		(2,657	)
Net proceeds from (payments on) mortgage credit facility		(97,599	)		(128,908	)		(94,641	)		(141,524	)
Repurchases of common stock		(150,014	)		(99,829	)		(150,014	)		(137,464	)
Common stock dividend payments		(9,019	)		(9,527	)		(13,427	)		(14,264	)
Issuance of common stock under employee stock plans, net of tax withholdings		(5,303	)		1,069			(5,807	)		1,868
Other financing activities		(67	)		(199	)		(67	)		(199	)
Net cash provided by (used in) financing activities		78,202			56,305			121,047			(131,320	)

Net increase (decrease) in cash and equivalents		7,567			101,276			(78,460	)		27,680
Cash and equivalents at beginning of period		208,127			186,594			208,127			186,594
Cash and equivalents at end of period	$	215,694		$	287,870		$	129,667		$	214,274

Cash and equivalents at end of period	$	215,694		$	287,870		$	129,667		$	214,274
Homebuilding restricted cash at end of period		32,367			30,833			29,620			29,796
Financial services restricted cash at end of period		21,375			22,008			21,205			21,799
Cash and equivalents and restricted cash at end of period	$	269,436		$	340,711		$	180,492		$	265,869

	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016			2017		2016			2017		2016		2017		2016
	(Dollars in thousands)										(Dollars in thousands)
Homebuilding revenues:
North	$	331,071	$	241,274		$	565,847	$	427,829		$	282,591	$	283,060	$	848,438	$	710,889
Southeast		429,269		386,836			780,372		664,318			427,244		400,720		1,207,616		1,065,038
Southwest		406,636		433,603			742,851		776,637			356,952		389,160		1,099,803		1,165,797
West		454,138		516,649			869,743		895,261			449,056		598,018		1,318,799		1,493,279
Total homebuilding revenues	$	1,621,114	$	1,578,362		$	2,958,813	$	2,764,045		$	1,515,843	$	1,670,958	$	4,474,656	$	4,435,003

Homebuilding pretax income (1):
North	$	29,732	$	17,980		$	48,597	$	27,550		$	25,895	$	25,627	$	74,492	$	53,177
Southeast		31,885		31,772			55,601		52,822			30,094		31,303		85,695		84,125
Southwest		38,932		46,907			69,109		73,833			31,648		39,312		100,757		113,145
West		47,083		74,812			96,612		125,534			51,257		104,697		147,869		230,231
Total homebuilding pretax income	$	147,632	$	171,471		$	269,919	$	279,739		$	138,894	$	200,939	$	408,813	$	480,678

Homebuilding income (loss) from unconsolidated joint ventures:
North	$	155	$	67		$	447	$	374		$	78	$	113	$	525	$	486
Southeast		―		(19	)		―		437			―		―		―		437
Southwest		154		257			263		824			252		44		515		869
West		137		(82	)		3,624		(223	)		5,096		1,074		8,720		851
Total homebuilding income (loss) from unconsolidated joint ventures	$	446	$	223		$	4,334	$	1,412		$	5,426	$	1,231	$	9,760	$	2,643

	June 30,		December 31,		September 30,		December 31,
	2017		2016		2017		2016
	(Dollars in thousands)				(Dollars in thousands)
Homebuilding assets:
North	$	1,279,502	$	1,181,544	$	1,347,835	$	1,181,544
Southeast		2,342,138		2,253,289		2,375,363		2,253,289
Southwest		1,839,474		1,842,869		1,895,329		1,842,869
West		2,537,127		2,500,163		2,706,155		2,500,163
Corporate		600,776		578,780		485,221		578,780
Total homebuilding assets	$	8,599,017	$	8,356,645	$	8,809,903	$	8,356,645

Homebuilding investments in unconsolidated joint ventures:
North	$	5,726	$	5,691	$	5,829	$	5,691
Southeast		162		334		162		334
Southwest		5,393		6,085		4,855		6,085
West		114,487		115,017		119,846		115,017
Total homebuilding investments in unconsolidated joint ventures	$	125,768	$	127,127	$	130,692	$	127,127

		~~June~~September 30, 2017
		(Dollars in thousands)
Contractual maturity:
	Maturing in one year or less	$	―
	Maturing after three years		24,529
	Total marketable securities, available-for-sale	$	24,529

	Three Months Ended June 30, 2017															Three Months Ended September 30, 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	$	731,311		$	662,781		$	227,022		$	―		$	1,621,114		$	647,336		$	632,262		$	236,245		$	―		$	1,515,843
Cost of sales		(592,162	)		(531,235	)		(173,859	)		―			(1,297,256	)		(528,858	)		(505,367	)		(178,483	)		―			(1,212,708	)
Gross margin		139,149			131,546			53,163			―			323,858			118,478			126,895			57,762			―			303,135
Selling, general and administrative expenses		(70,729	)		(83,694	)		(19,574	)		―			(173,997	)		(68,237	)		(80,147	)		(20,045	)		―			(168,429	)
Income (loss) from unconsolidated joint ventures		351			165			(70	)		―			446			981			252			4,193			―			5,426
Equity income of subsidiaries		58,400			―			―			(58,400	)		―			62,765			―			―			(62,765	)		―
Interest income (expense), net		720			(525	)		(195	)		―			―			845			(519	)		(326	)		―			―
Other income (expense)		(3,911	)		(228	)		1,464			―			(2,675	)		(3,714	)		(287	)		2,763			―			(1,238	)
Homebuilding pretax income		123,980			47,264			34,788			(58,400	)		147,632			111,118			46,194			44,347			(62,765	)		138,894
Financial Services:
Financial services pretax income		―			―			8,616			―			8,616			―			―			7,278			―			7,278
Income before taxes		123,980			47,264			43,404			(58,400	)		156,248			111,118			46,194			51,625			(62,765	)		146,172
Provision for income taxes		(24,986	)		(21,900	)		(10,368	)		―			(57,254	)		(17,766	)		(22,788	)		(12,266	)		―			(52,820	)
Net income	$	98,994		$	25,364		$	33,036		$	(58,400	)	$	98,994		$	93,352		$	23,406		$	39,359		$	(62,765	)	$	93,352

	Three Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	707,397		$	656,095		$	307,466		$	―		$	1,670,958
Cost of sales		(561,856	)		(520,810	)		(213,600	)		―			(1,296,266	)
Gross margin		145,541			135,285			93,866			―			374,692
Selling, general and administrative expenses		(75,217	)		(75,834	)		(19,764	)		―			(170,815	)
Income (loss) from unconsolidated joint ventures		(717	)		44			1,904			―			1,231
Equity income of subsidiaries		95,380			―			―			(95,380	)		―
Interest income (expense), net		1,075			(886	)		(189	)		―			―
Other income (expense)		(3,602	)		(762	)		195			―			(4,169	)
Homebuilding pretax income		162,460			57,847			76,012			(95,380	)		200,939
Financial Services:
Financial services pretax income		―			―			9,807			―			9,807
Income before taxes		162,460			57,847			85,819			(95,380	)		210,746
Provision for income taxes		(30,112	)		(23,111	)		(25,175	)		―			(78,398	)
Net income	$	132,348		$	34,736		$	60,644		$	(95,380	)	$	132,348

	Three Months Ended June 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	648,800		$	676,049		$	253,513		$	―		$	1,578,362
Cost of sales		(516,882	)		(535,832	)		(184,291	)		―			(1,237,005	)
Gross margin		131,918			140,217			69,222			―			341,357
Selling, general and administrative expenses		(71,235	)		(76,915	)		(17,544	)		―			(165,694	)
Income (loss) from unconsolidated joint ventures		57			256			(90	)		―			223
Equity income of subsidiaries		79,867			―			―			(79,867	)		―
Interest income (expense), net		1,273			(934	)		(339	)		―			―
Other income (expense)		(3,668	)		(668	)		(79	)		―			(4,415	)
Homebuilding pretax income		138,212			61,956			51,170			(79,867	)		171,471
Financial Services:
Financial services pretax income		―			―			8,146			―			8,146
Income before taxes		138,212			61,956			59,316			(79,867	)		179,617
Provision for income taxes		(25,452	)		(26,074	)		(15,331	)		―			(66,857	)
Net income	$	112,760		$	35,882		$	43,985		$	(79,867	)	$	112,760

	Six Months Ended June 30, 2017
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	1,308,579		$	1,203,305		$	446,929		$	―		$	2,958,813
Cost of sales		(1,063,459	)		(962,787	)		(333,865	)		―			(2,360,111	)
Gross margin		245,120			240,518			113,064			―			598,702
Selling, general and administrative expenses		(135,437	)		(157,085	)		(37,751	)		―			(330,273	)
Income (loss) from unconsolidated joint ventures		1,025			298			3,011			―			4,334
Equity income of subsidiaries		115,997			―			―			(115,997	)		―
Interest income (expense), net		1,594			(1,205	)		(389	)		―			―
Other income (expense)		(5,898	)		(256	)		3,310			―			(2,844	)
Homebuilding pretax income		222,401			82,270			81,245			(115,997	)		269,919
Financial Services:
Financial services pretax income		―			―			16,197			―			16,197
Income before taxes		222,401			82,270			97,442			(115,997	)		286,116
Provision for income taxes		(40,787	)		(38,623	)		(25,092	)		―			(104,502	)
Net income	$	181,614		$	43,647		$	72,350		$	(115,997	)	$	181,614

	Six Months Ended June 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	1,110,538		$	1,210,503		$	443,004		$	―		$	2,764,045
Cost of sales		(889,723	)		(965,834	)		(319,943	)		―			(2,175,500	)
Gross margin		220,815			244,669			123,061			―			588,545
Selling, general and administrative expenses		(126,286	)		(144,761	)		(31,348	)		―			(302,395	)
Income (loss) from unconsolidated joint ventures		746			400			266			―			1,412
Equity income of subsidiaries		134,034			―			―			(134,034	)		―
Interest income (expense), net		2,610			(1,899	)		(711	)		―			―
Other income (expense)		(7,283	)		(479	)		(61	)		―			(7,823	)
Homebuilding pretax income		224,636			97,930			91,207			(134,034	)		279,739
Financial Services:
Financial services pretax income		―			―			15,082			―			15,082
Income before taxes		224,636			97,930			106,289			(134,034	)		294,821
Provision for income taxes		(39,215	)		(43,548	)		(26,637	)		―			(109,400	)
Net income	$	185,421		$	54,382		$	79,652		$	(134,034	)	$	185,421

	Nine Months Ended September 30, 2017
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	1,955,915		$	1,835,567		$	683,174		$	―		$	4,474,656
Cost of sales		(1,592,317	)		(1,468,154	)		(512,348	)		―			(3,572,819	)
Gross margin		363,598			367,413			170,826			―			901,837
Selling, general and administrative expenses		(203,674	)		(237,232	)		(57,796	)		―			(498,702	)
Income (loss) from unconsolidated joint ventures		2,006			550			7,204			―			9,760
Equity income of subsidiaries		178,762			―			―			(178,762	)		―
Interest income (expense), net		2,439			(1,724	)		(715	)		―			―
Other income (expense)		(9,612	)		(543	)		6,073			―			(4,082	)
Homebuilding pretax income		333,519			128,464			125,592			(178,762	)		408,813
Financial Services:
Financial services pretax income		―			―			23,475			―			23,475
Income before taxes		333,519			128,464			149,067			(178,762	)		432,288
Provision for income taxes		(58,553	)		(61,411	)		(37,358	)		―			(157,322	)
Net income	$	274,966		$	67,053		$	111,709		$	(178,762	)	$	274,966

	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

	December 31, 2016
	CalAtlantic Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and equivalents	$	105,261	$	38,211	$	47,614	$	―		$	191,086
Restricted cash		―		―		28,321		―			28,321
Intercompany receivables		2,045,773		―		334,926		(2,380,699	)		―
Inventories:
Owned		2,825,234		2,277,840		1,335,718		―			6,438,792
Not owned		30,953		32,596		2,718		―			66,267
Investments in unconsolidated joint ventures		4,469		4,923		117,735		―			127,127
Investments in subsidiaries		1,954,418		―		―		(1,954,418	)		―
Deferred income taxes, net		337,021		―		―		(6,643	)		330,378
Goodwill		970,185		―		―		―			970,185
Other assets		165,214		36,725		2,550		―			204,489
Total Homebuilding Assets		8,438,528		2,390,295		1,869,582		(4,341,760	)		8,356,645
Financial Services:
Cash and equivalents		―		―		17,041		―			17,041
Restricted cash		―		―		21,710		―			21,710
Mortgage loans held for sale, net		―		―		262,058		―			262,058
Mortgage loans held for investment, net		―		―		24,924		―			24,924
Other assets		―		―		28,467		(1,801	)		26,666
Total Financial Services Assets		―		―		354,200		(1,801	)		352,399
Total Assets	$	8,438,528	$	2,390,295	$	2,223,782	$	(4,343,561	)	$	8,709,044

LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	92,611	$	78,729	$	40,440	$	―		$	211,780
Accrued liabilities and intercompany payables		387,098		1,302,228		964,796		(2,054,217	)		599,905
Secured project debt and other notes payable		359,025		―		3,480		(334,926	)		27,579
Senior notes payable		3,392,208		―		―		―			3,392,208
Total Homebuilding Liabilities		4,230,942		1,380,957		1,008,716		(2,389,143	)		4,231,472
Financial Services:
Accounts payable and other liabilities		―		―		22,559		―			22,559
Mortgage credit facility		―		―		247,427		―			247,427
Total Financial Services Liabilities		―		―		269,986		―			269,986
Total Liabilities		4,230,942		1,380,957		1,278,702		(2,389,143	)		4,501,458

Equity:
Total Equity		4,207,586		1,009,338		945,080		(1,954,418	)		4,207,586
Total Liabilities and Equity	$	8,438,528	$	2,390,295	$	2,223,782	$	(4,343,561	)	$	8,709,044

	Three Months Ended June 30,				Six Months Ended June 30,				LTM Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,				LTM Ended September 30,
	2017		2016		2017		2016		2017		2016		2017		2016		2017		2016		2017		2016
	(Dollars in thousands)												(Dollars in thousands)

Net income	$	98,994	$	112,760	$	181,614	$	185,421	$	480,923	$	310,127	$	93,352	$	132,348	$	274,966	$	317,769	$	441,927	$	395,298
Provision for income taxes		57,254		66,857		104,502		109,400		263,488		189,165		52,820		78,398		157,322		187,798		237,910		236,446
Homebuilding interest amortized to cost of sales		52,347		41,830		91,775		72,212		191,264		152,392		48,912		44,751		140,687		116,963		195,425		163,820
Homebuilding depreciation and amortization		14,915		15,381		27,591		27,393		61,750		53,460		14,101		15,735		41,692		43,128		60,116		61,827
EBITDA ~~(1)~~		223,510		236,828		405,482		394,426		997,425		705,144		209,185		271,232		614,667		665,658		935,378		857,391
Add:
Amortization of stock-based compensation ~~(1)~~		4,922		3,726		9,216		7,512		19,498		18,052		5,066		3,704		14,282		11,216		20,860		18,220
Cash distributions of income from unconsolidated
joint ventures		193		―		3,274		450		3,495		2,688		3,970		―		7,244		450		7,465		2,688
Merger-related purchase accounting adjustments
included in cost of home sales		―		5,858		―		18,535		―		82,705		―		―		―		18,535		―		82,705
Merger and other one-time costs		937		5,005		1,923		9,849		8,559		65,914		335		3,937		2,258		13,786		4,957		58,635
Less:
Income (loss) from unconsolidated joint ventures		446		223		4,334		1,412		6,979		3,880		5,426		1,231		9,760		2,643		11,174		4,990
Income from financial services subsidiaries		8,616		8,146		16,197		15,082		40,729		27,995		7,278		9,807		23,475		24,889		38,200		34,955
Adjusted Homebuilding EBITDA	$	220,500	$	243,048	$	399,364	$	414,278	$	981,269	$	842,628	$	205,852	$	267,835	$	605,216	$	682,113	$	919,286	$	979,694

			At June 30,
			2017				2016				% Change

Backlog ($ in thousands):			Homes		Dollar Value		Homes		Dollar Value		Homes		Dollar Value
	North			1,680	$	603,968		1,555	$	524,001		8%		15%
	Southeast			2,372		1,018,178		2,238		923,385		6%		10%
	Southwest			1,848		896,335		2,121		970,020		(13%)		(8%)
	West			1,634		1,042,990		1,542		1,011,307		6%		3%
		Total		7,534	$	3,561,471		7,456	$	3,428,713		1%		4%

	June 30, 2017										September 30, 2017
	North		Southeast		Southwest		West		Total		North		Southeast		Southwest		West		Total
	(Dollars in thousands)										(Dollars in thousands)

Land and land under development (1)	$	356,324	$	1,079,342	$	434,607	$	1,286,105	$	3,156,378	$	136,182	$	993,953	$	420,686	$	1,335,910	$	2,886,731
Homes completed and under construction		514,386		789,607		890,181		847,383		3,041,557		790,486		928,157		966,286		939,488		3,624,417
Model homes		59,446		130,048		113,436		154,125		457,055		57,518		112,197		102,969		162,934		435,618
Total inventories owned	$	930,156	$	1,998,997	$	1,438,224	$	2,287,613	$	6,654,990	$	984,186	$	2,034,307	$	1,489,941	$	2,438,332	$	6,946,766

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

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

			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)
April 1, 2017 to April 30, 2017	―	―	―
May 1, 2017 to May 31, 2017	536,066	$35.44	536,066	$348,393,263
June 1, 2017 to June 30, 2017	3,888,277	$33.69	3,888,277	$217,403,932
Total	4,424,343	$33.90	4,424,343