William Lyon Homes (WLH) 10-Q 2007 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 

   SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

OR

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-31625

WILLIAM LYON HOMES

(Exact name of registrant as specified in its charter)

Delaware	33-0864902
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4490 Von Karman Avenue
Newport Beach, California	92660
(Address of principal executive offices)	(Zip Code)

(949) 833-3600

(Registrant’s telephone number, including area code)

Not Applicable

(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  ¨                    NO  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨                    Accelerated filer  x                    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  ¨                    NO  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class of Common Stock	Outstanding at August 1, 2007
Common stock, par value $.01	1,000

WILLIAM LYON HOMES

INDEX

	Page No.
PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements:
Consolidated Balance Sheets — June 30, 2007 (unaudited) and December 31, 2006	3
Consolidated Statements of Operations — Three and Six Months Ended June 30, 2007 and 2006 (unaudited)	4
Consolidated Statement of Stockholders’ Equity — Six Months Ended June 30, 2007 (unaudited)	5
Consolidated Statements of Cash Flows — Six Months Ended June 30, 2007 and 2006 (unaudited)	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.    Quantitative and Qualitative Disclosures About Market Risk	55
Item 4.    Controls and Procedures	55
PART II.    OTHER INFORMATION	56
Item 1.    Legal Proceedings	56
Item 1A. Risk Factors	57
Item 2.    Not Applicable	57
Item 3.    Not Applicable	57
Item 4.    Not Applicable	57
Item 5.    Not Applicable	57
Item 6.    Exhibits	57
SIGNATURES	58
EXHIBIT INDEX	59

2

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements.

WILLIAM LYON HOMES

CONSOLIDATED BALANCE SHEETS

(in thousands except number of shares)

ASSETS
	June 30, 2007		December 31, 2006
	(unaudited)
Cash and cash equivalents	$	15,909	$	38,732
Receivables — Note 7		45,676		119,491
Real estate inventories — Notes 2 and 3
Owned		1,424,632		1,431,753
Not owned		151,319		200,667
Investments in and advances to unconsolidated joint ventures — Note 4		7,582		3,560
Property and equipment, less accumulated depreciation of $12,135 and $12,465 at June 30, 2007 and December 31, 2006, respectively		16,207		16,828
Deferred loan costs		10,351		11,258
Goodwill		5,896		5,896
Other assets		25,388		50,410
	$	1,702,960	$	1,878,595
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	51,163	$	48,592
Accrued expenses		59,935		111,871
Liabilities from inventories not owned		102,153		131,564
Notes payable — Note 5		337,046		304,096
7 5/8% Senior Notes due December 15, 2012 — Note 5		150,000		150,000
10 3/4% Senior Notes due April 1, 2013 — Note 5		247,381		247,218
7 1/2% Senior Notes due February 15, 2014 — Note 5		150,000		150,000
		1,097,678		1,143,341
Minority interest in consolidated entities — Notes 2 and 3		76,567		109,859
Stockholders’ equity — Note 8
Common stock, par value $.01 per share; 3,000 shares authorized; 1,000 shares outstanding at June 30, 2007 and December 31, 2006, respectively		—		—
Additional paid-in capital		48,867		43,213
Retained earnings		479,848		582,182
		528,715		625,395
	$	1,702,960	$	1,878,595

See accompanying notes.

3

WILLIAM LYON HOMES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Operating revenue
Home sales	$	256,920		$	406,624		$	449,600		$	714,005
Lots, land and other sales		14,168			1,630			27,529			1,630
		271,088			408,254			477,129			715,635
Operating costs
Cost of sales — homes		(219,869	)		(313,655	)		(377,877	)		(543,098	)
Cost of sales — lots, land and other		(12,974	)		(2,338	)		(24,767	)		(2,768	)
Impairment loss on real estate assets —  Note 3		(84,111	)		—			(87,665	)		—
Sales and marketing		(17,232	)		(16,779	)		(30,705	)		(29,903	)
General and administrative		(9,182	)		(17,832	)		(20,696	)		(36,421	)
Other		—			(661	)		(111	)		(1,487	)
		(343,368	)		(351,265	)		(541,821	)		(613,677	)
Equity in income (loss) of unconsolidated joint ventures — Note 4		28			(19	)		(614	)		3,619
Minority equity in income of consolidated entities — Note 2		(6,935	)		(6,312	)		(9,218	)		(11,538	)
Operating (loss) income		(79,187	)		50,658			(74,524	)		94,039
Financial advisory expenses — Note 8		—			(1,600	)		—			(3,100	)
Other income, net		1,401			920			2,542			2,161
(Loss) income before benefit (provision) for income taxes		(77,786	)		49,978			(71,982	)		93,100
Benefit (provision) for income taxes — Note 7
Benefit (provision) for income taxes		914			(19,597	)		413			(36,505	)
Reduction of deferred tax assets as a result of election to be taxed as an “S” corporation for income tax purposes effective on January 1, 2007		—			—			(31,887	)		—
		914			(19,597	)		(31,474	)		(36,505	)
Net (loss) income	$	(76,872	)	$	30,381		$	(103,456	)	$	56,595

See accompanying notes.

4

WILLIAM LYON HOMES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2007

(in thousands)

(unaudited)

	Common Stock			Additional Paid-In Capital		Retained Earnings			Total
	Shares	Amount
Balance — December 31, 2006	1	$	—	$	43,213	$	582,182		$	625,395
Income tax benefit and related interest recognized as the result of the adoption of FIN 48 — Note 7	—		—		5,654		1,122			6,776
Net loss	—		—		—		(103,456	)		(103,456	)
Balance — June 30, 2007	1	$	—	$	48,867	$	479,848		$	528,715

See accompanying notes.

5

WILLIAM LYON HOMES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended June 30,
	2007			2006
Operating activities
Net (loss) income	$	(103,456	)	$	56,595
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization		1,236			1,228
Impairment loss on real estate assets		87,665			—
Equity in loss (income) of unconsolidated joint ventures		614			(3,619	)
Distributions of income from unconsolidated joint ventures		—			2,599
Minority equity in income of consolidated entities		9,218			11,538
State income tax refund credited to additional paid-in capital		—			10
Federal income tax refund credited to additional paid-in capital		—			1,820
Provision for income taxes		31,474			36,505
Net changes in operating assets and liabilities:
Receivables		80,591			101,565
Real estate inventories — owned		(80,381	)		(164,786	)
Real estate inventories — not owned		19,937			—
Deferred loan costs		907			670
Other assets		(6,865	)		(9,203	)
Accounts payable		2,571			8,587
Accrued expenses		(51,523	)		(109,201	)
Net cash used in operating activities		(8,012	)		(65,692	)
Investing activities
Investments in and advances to unconsolidated joint ventures		(4,636	)		(11	)
Net contributions of capital to unconsolidated joint ventures		—			(91	)
Purchases of property and equipment		(615	)		(1,314	)
Net cash used in investing activities		(5,251	)		(1,416	)
Financing activities
Proceeds from borrowing on notes payable		888,899			1,093,543
Principal payments on notes payable		(855,949	)		(980,567	)
Minority interest distributions, net		(42,510	)		(71,033	)
Common stock issued for exercised stock options		—			434
Net cash (used in) provided by financing activities		(9,560	)		42,377
Net decrease in cash and cash equivalents		(22,823	)		(24,731	)
Cash and cash equivalents — beginning of period		38,732			52,369
Cash and cash equivalents — end of period	$	15,909		$	27,638
Supplemental disclosures of cash flow information
Real estate inventories and minority interest from previously consolidated variable interest entity	$	—		$	14,000
Other assets and minority interest from previously consolidated variable interest entity	$	—		$	8,804
Issuance of notes payable for land acquisitions	$	—		$	20,625
Income tax benefit credited to additional paid-in capital and retained earnings	$	6,776		$	1,470
Net changes in liabilities from inventories not owned	$	29,411		$	—

See accompanying notes.

6

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 — Basis of Presentation and Significant Accounting Policies

William Lyon Homes, a Delaware corporation, and subsidiaries (the “Company”) are primarily engaged in designing, constructing and selling single family detached and attached homes in California, Arizona and Nevada.

The unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The consolidated financial statements included herein should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

The interim consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a presentation in accordance with U.S. generally accepted accounting principles have been included. Operating results for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities as of June 30, 2007 and December 31, 2006 and revenues and expenses for the periods presented. Accordingly, actual results could differ materially from those estimates in the near-term.

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

The consolidated financial statements include the accounts of the Company and all majority-owned and controlled subsidiaries and joint ventures, and certain joint ventures and other entities which have been determined to be variable interest entities in which the Company is considered the primary beneficiary (see Note 2). Investments in joint ventures which have not been determined to be variable interest entities in which the Company is considered the primary beneficiary are accounted for using the equity method because the Company has a 50% or less voting or economic interest (and thus such joint ventures are not controlled by the Company). The accounting policies of the joint ventures are substantially the same as those of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company designs, constructs and sells a wide range of homes designed to meet the specific needs of each of its markets. For internal reporting purposes, the Company is organized into five geographic home building regions and its mortgage origination operation. Because each of the Company’s geographic home building regions has similar economic characteristics, housing products and class of prospective buyers, the geographic home building regions have been aggregated into a single home building segment.

The Company evaluates performance and allocates resources primarily based on the operating income of individual home building projects. Operating (loss) income is defined by the Company as operating revenue less operating costs plus equity in income (loss) of unconsolidated joint ventures less minority equity in income of consolidated entities. Accordingly, operating (loss) income excludes certain expenses included in the determination of net (loss) income. All other segment measurements are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

7

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

A provision for warranty costs relating to the Company’s limited warranty plans is included in cost of sales at the time the home sale is recorded. The Company generally reserves approximately one percent of the sales price of its homes against the possibility of future charges relating to its one-year limited warranty and similar potential claims. Factors that affect the Company’s warranty liability include the number of homes under warranty, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. Changes in the Company’s warranty liability during the six months ended June 30 are as follows (in thousands):

	June 30,
	2007			2006
Warranty liability, beginning of period	$	23,364		$	20,219
Warranty provision during period		4,533			6,855
Warranty payments during period		(6,543	)		(16,294	)
Warranty charges related to pre-existing warranties during period		1,163			3,574
Warranty liability, end of period	$	22,517		$	14,354

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements, (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. FAS 157 is not expected to materially affect how the Company determines fair value.

Note 2 — Consolidation of Variable Interest Entities

In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46,Consolidation of Variable Interest Entities, as amended (“Interpretation No. 46”) which addresses the consolidation of variable interest entities (“VIEs”). Under Interpretation No. 46, arrangements that are not controlled through voting or similar rights are accounted for as VIEs. An enterprise is required to consolidate a VIE if it is the primary beneficiary of the VIE.

Under Interpretation No. 46, a VIE is created when (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties or (ii) equity holders either (a) lack direct or indirect ability to make decisions about the entity through voting or similar rights, (b) are not obligated to absorb expected losses of the entity or (c) do not have the right to receive expected residual returns of the entity if they occur. If an entity is deemed to be a VIE, pursuant to Interpretation No. 46, an enterprise that absorbs a majority of the expected losses or residual returns of the VIE is considered the primary beneficiary and must consolidate the VIE.

Based on the provisions of Interpretation No. 46, the Company has concluded that under certain circumstances when the Company (i) enters into option agreements for the purchase of land or lots from an entity and pays a non-refundable deposit, (ii) enters into land banking arrangements or (iii) enters into arrangements with a financial partner for the formation of joint ventures which engage in homebuilding and land development activities, a VIE may be created under condition (ii) (b) or (c) of the previous paragraph. The Company may be deemed to have provided subordinated financial support, which refers to variable interests that will absorb some or all of an entity’s expected losses if they occur. For each VIE created, the Company has computed expected losses and residual returns based on the probability of future cash flows as outlined in Interpretation No. 46. If the Company has been determined to be the primary beneficiary of the VIE, the assets, liabilities and operations of the VIE have been consolidated with the Company’s financial statements.

8

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Supplemental consolidating financial information of the Company, specifically including information for the joint ventures and land banking arrangements consolidated under Interpretation No. 46, is presented below to allow investors to determine the nature of assets held and the operations of the consolidated entities. Investments in consolidated entities in the financial statements of wholly-owned entities presented below use the equity method of accounting. Consolidated real estate inventories-owned include land deposits under option agreements or land banking arrangements (excluding the consolidated land banking arrangements as previously described in this paragraph) of $23,846,000 and $34,517,000 at June 30, 2007 and December 31, 2006, respectively.

The joint ventures which have been determined to be VIEs are each engaged in homebuilding and land development activities. Certain of these joint ventures have not obtained construction financing from outside lenders, but are financing their activities through equity contributions from each of the joint venture partners. Creditors of these VIEs have no recourse against the general credit of the Company. Income allocations and cash distributions to the Company are based on predetermined formulas between the Company and the joint venturers as specified in the applicable partnership or operating agreements. The Company generally receives, after partners’ priority returns and return of partners’ capital, approximately 50% of the profits and cash flows from the joint ventures.

The Company enters into purchase agreements with various land sellers. In some instances, and as a method of acquiring land in staged takedowns, thereby minimizing the use of funds from the Company’s revolving credit facilities and other corporate financing sources and limiting the Company’s risk, the Company transfers its right in such purchase agreements to entities owned by third parties (“land banking arrangements”). These entities use equity contributions and/or incur debt to finance the acquisition and development of the lots. The entities grant the Company an option to acquire lots in staged takedowns. In consideration for this option, the Company makes a non-refundable deposit of 15% to 25% of the total purchase price. The Company is under no obligation to purchase the balance of the lots, but would forfeit remaining deposits and be subject to penalties if the lots were not purchased. The Company does not have legal title to these entities or their assets and has not guaranteed their liabilities. These land banking arrangements help the Company manage the financial and market risk associated with land holdings. As described above, Interpretation No. 46, requires the consolidation of the assets, liabilities, and operations of four of the Company’s land banking arrangements including, as of June 30, 2007, real estate inventories of $49,166,000. The Company participates in one land banking arrangement, which is not a VIE in accordance with Interpretation No. 46, and is not consolidated as of June 30, 2007 and December 31, 2006, respectively. The deposits related to the unconsolidated land banking arrangement have been recorded in the accompanying consolidated balance sheets.

In addition, the Company participates in another land banking arrangement, which is not a VIE in accordance with Interpretation No. 46, but is consolidated in accordance with SFAS No. 49,Accounting forProduct Financing Arrangements, (“FAS 49”). Under the provisions of FAS 49, the Company has determined it is economically compelled, based on certain factors, to purchase the land in the land banking arrangement, and therefore, must record the remaining purchase price of the land of $102,153,000, which is included in real estate inventories not owned and liabilities from inventories not owned in the accompanying balance sheet.

9

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Summary information with respect to the Company’s consolidated and unconsolidated land banking arrangements is as follows as of June 30, 2007 (dollars in thousands):

	Consolidated		Unconsolidated
Total number of land banking projects		5		1
Total number of lots		1,074		323
Total purchase price	$	271,178	$	64,000
Balance of lots still under option and not purchased:
Number of lots		790		270
Purchase price	$	185,302	$	53,433
Forfeited deposits if lots are not purchased	$	35,901	$	12,457

10

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET BY FORM OF OWNERSHIP

(in thousands)

	June 30, 2007
	Wholly- Owned		Variable Interest Entities Under Interpretation No. 46		Eliminating Entries			Consolidated Total
ASSETS
Cash and cash equivalents	$	8,990	$	6,919	$	—		$	15,909
Receivables		44,964		712		—			45,676
Real estate inventories
Owned		1,263,092		161,540		—			1,424,632
Not owned		102,153		49,166		—			151,319
Investments in and advances to unconsolidated joint ventures		7,582		—		—			7,582
Investments in consolidated entities		68,870		—		(68,870	)		—
Other assets		57,842		—		—			57,842
Intercompany receivables		—		5,471		(5,471	)		—
	$	1,553,493	$	223,808	$	(74,341	)	$	1,702,960
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	97,528	$	13,570	$	—		$	111,098
Liabilities from inventories not owned		102,153		—		—			102,153
Notes payable		272,245		64,801		—			337,046
7 5/8% Senior Notes due December 15, 2012		150,000		—		—			150,000
10 3/4% Senior Notes due April 1, 2013		247,381		—		—			247,381
7 1/2% Senior Notes due February 15, 2014		150,000		—		—			150,000
Intercompany payables		5,471		—		(5,471	)		—
Total liabilities		1,024,778		78,371		(5,471	)		1,097,678
Minority interest in consolidated entities		—		—		76,567			76,567
Owners’ capital
William Lyon Homes		—		68,870		(68,870	)		—
Others		—		76,567		(76,567	)		—
Stockholders’ equity		528,715		—		—			528,715
	$	1,553,493	$	223,808	$	(74,341	)	$	1,702,960

11

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET BY FORM OF OWNERSHIP

(in thousands)

	December 31, 2006
	Wholly-Owned		Variable Interest Entities Under Interpretation No. 46		Eliminating Entries			Consolidated Total
ASSETS
Cash and cash equivalents	$	24,123	$	14,609	$	—		$	38,732
Receivables		118,260		1,231		—		$	119,491
Real estate inventories
Owned		1,248,735		183,018		—			1,431,753
Not owned		131,564		69,103		—			200,667
Investments in and advances to unconsolidated joint ventures		3,560		—		—			3,560
Investments in consolidated entities		76,833		—		(76,833	)		—
Other assets		84,392		—		—			84,392
Intercompany receivables		—		3,367		(3,367	)		—
	$	1,687,467	$	271,328	$	(80,200	)	$	1,878,595
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	146,286	$	14,177	$	—		$	160,463
Liabilities from inventories not owned		131,564		—		—			131,564
Notes payable		233,688		70,408		—			304,096
7 5/8% Senior Notes due December 15, 2012		150,000		—		—			150,000
10 3/4% Senior Notes due April 1, 2013		247,218		—		—			247,218
7 1/2% Senior Notes due February 15, 2014		150,000		—		—			150,000
Intercompany payables		3,316		51		(3,367	)		—
Total liabilities		1,062,072		84,636		(3,367	)		1,143,341
Minority interest in consolidated entities		—		—		109,859			109,859
Owners’ capital
William Lyon Homes		—		76,833		(76,833	)		—
Others		—		109,859		(109,859	)		—
Stockholders’ equity		625,395		—		—			625,395
	$	1,687,467	$	271,328	$	(80,200	)	$	1,878,595

12

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS BY FORM OF OWNERSHIP

(in thousands)

	Three Months Ended June 30, 2007
	Wholly-Owned			Variable Interest Entities Under Interpretation No. 46			Eliminating Entries			Consolidated Total
Operating revenue
Sales	$	226,062		$	62,368		$	(17,342	)	$	271,088
Management fees		1,128			—			(1,128	)		—
		227,190			62,368			(18,470	)		271,088
Operating costs
Cost of sales		(200,035	)		(51,278	)		18,470			(232,843	)
Impairment loss on real estate assets		(84,111	)		—			—			(84,111	)
Sales and marketing		(14,162	)		(3,070	)		—			(17,232	)
General and administrative		(9,176	)		(6	)		—			(9,182	)
		(307,484	)		(54,354	)		18,470			(343,368	)
Equity in income of unconsolidated joint ventures		28			—			—			28
Equity in income of consolidated entities		1,198			—			(1,198	)		—
Minority equity in income of consolidated entities		—			—			(6,935	)		(6,935	)
Operating (loss) income		(79,068	)		8,014			(8,133	)		(79,187	)
Other income, net		1,282			119			—			1,401
(Loss) income before benefit for income taxes		(77,786	)		8,133			(8,133	)		(77,786	)
Benefit for income taxes		914			—			—			914
Net (loss) income	$	(76,872	)	$	8,133		$	(8,133	)	$	(76,872	)

13

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF INCOME BY FORM OF OWNERSHIP

(in thousands)

	Three Months Ended June 30, 2006
	Wholly- Owned			Variable Interest Entities Under Interpretation No. 46			Elimination Entries			Consolidated Total
Operating revenue
Sales	$	345,485		$	62,769			—		$	408,254
Management fees		1,866			—			(1,866	)		—
		347,351			62,769			(1,866	)		408,254
Operating costs
Cost of sales		(269,930	)		(47,929	)		1,866			(315,993	)
Sales and marketing		(14,284	)		(2,495	)		—			(16,779	)
General and administrative		(17,828	)		(4	)		—			(17,832	)
Other		(661	)		—			—			(661	)
		(302,703	)		(50,428	)		1,866			(351,265	)
Equity in loss of unconsolidated joint ventures		(19	)		—			—			(19	)
Equity in income of consolidated entities		6,117			—			(6,117	)		—
Minority equity in income of consolidated entities		—			—			(6,312	)		(6,312	)
Operating income		50,746			12,341			(12,429	)		50,658
Financial advisory expenses		(1,600	)		—			—			(1,600	)
Other income, net		832			88			—			920
Income before provision for income taxes		49,978			12,429			(12,429	)		49,978
Provision for income taxes		(19,597	)		—			—			(19,597	)
Net income	$	30,381		$	12,429		$	(12,429	)	$	30,381

14

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS BY FORM OF OWNERSHIP

(in thousands)

	Six Months Ended June 30, 2007
	Wholly- Owned			Variable Interest Entities Under Interpretation No. 46			Elimination Entries			Consolidated Total
Operating revenue
Sales	$	413,444		$	81,027		$	(17,342	)	$	477,129
Management fees		1,836			—			(1,836	)		—
		415,280			81,027			(19,178	)		477,129
Operating costs
Cost of sales		(356,973	)		(64,849	)		19,178			(402,644	)
Loss on impairment of real estate assets		(87,665	)		—			—			(87,665	)
Sales and marketing		(26,488	)		(4,217	)		—			(30,705	)
General and administrative		(20,683	)		(13	)		—			(20,696	)
Other		(111	)		—			—			(111	)
		(491,920	)		(69,079	)		19,178			(541,821	)
Equity in loss of unconsolidated joint ventures		(614	)		—			—			(614	)
Equity in income of consolidated entities		2,961			—			(2,961	)		—
Minority equity in income of consolidated entities		—			—			(9,218	)		(9,218	)
Operating (loss) income		(74,293	)		11,948			(12,179	)		(74,524	)
Other income, net		2,311			231			—			2,542
(Loss) income before provision for income taxes		(71,982	)		12,179			(12,179	)		(71,982	)
Provision for income taxes		(31,474	)		—			—			(31,474	)
Net (loss) income	$	(103,456	)	$	12,179		$	(12,179	)	$	(103,456	)

15

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF INCOME BY FORM OF OWNERSHIP

(in thousands)

	Six Months Ended June 30, 2006
	Wholly- Owned			Variable Interest Entities Under Interpretation No. 46			Eliminating Entries			Consolidated Total
Operating revenue
Sales	$	621,055		$	94,580		$	—		$	715,635
Management fees		2,938			—			(2,938	)		—
		623,993			94,580			(2,938	)		715,635
Operating costs
Cost of sales		(479,954	)		(68,850	)		2,938			(545,866	)
Sales and marketing		(25,989	)		(3,914	)		—			(29,903	)
General and administrative		(36,398	)		(23	)		—			(36,421	)
Other		(1,487	)		—			—			(1,487	)
		(543,828	)		(72,787	)		2,938			(613,677	)
Equity in income of unconsolidated joint ventures		3,619			—			—			3,619
Equity in income of consolidated entities		10,518			—			(10,518	)		—
Minority equity in income of consolidated entities		—			—			(11,538	)		(11,538	)
Operating income		94,302			21,793			(22,056	)		94,039
Financial advisory expenses		(3,100	)		—			—			(3,100	)
Other income (expense), net		1,898			263			—			2,161
Income before provision for income taxes		93,100			22,056			(22,056	)		93,100
Provision for income taxes		(36,505	)		—			—			(36,505	)
Net income	$	56,595		$	22,056		$	(22,056	)	$	56,595

16

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Note 3 — Real Estate Inventories

Real estate inventories consist of the following (in thousands):

	June 30, 2007		December 31, 2006
Inventories owned:
Deposits	$	23,846	$	34,517
Land		524,629		676,274
Construction in progress		705,711		548,762
Completed inventory, including model homes		170,446		172,200
Total	$	1,424,632	$	1,431,753
Inventories not owned: (1)
Variable interest entities — land banking arrangement	$	49,166	$	69,103
Other land options contracts		102,153		131,564
Total inventories not owned	$	151,319	$	200,667

(1) Includes the consolidation of certain lot option arrangements and land banking arrangements determined to be VIEs under Interpretation No. 46 in which the company is considered the primary beneficiary (See Note 2 above) and the consolidation of a certain land banking arrangement recorded as a product financing arrangement. Amounts are net of deposits.

The Company accounts for its real estate inventories under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets (“Statement No. 144”). Statement No. 144 requires impairment losses to be recorded on real estate inventories when indicators of impairment are present and the undiscounted cash flows estimated to be generated by real estate inventories are less than the carrying amount of such assets. When an impairment loss is required for real estate inventories, the related assets are adjusted to their estimated fair value.

The results of operations for the three and six months ended June 30, 2007, include non-cash charges of $84,111,000 and $87,665,000 to record impairment losses on real estate assets held by the Company at certain of its homebuilding projects. The impairments were primarily attributable to slower than anticipated home sales and lower than anticipated net revenue due to softening market conditions. As a result, the future undiscounted cash flows estimated to be generated were determined to be less than the carrying amount of the assets. Accordingly, the related real estate assets were written-down to their estimated fair value. The non-cash charges are reflected in impairment loss on real estate assets in the accompanying consolidated statements of income.

Fair value represents the amount at which an asset could be bought or sold in a current transaction between willing parties, that is, other than a forced or liquidation sale. The estimation process involved in determining if assets have been impaired and in the determination of fair value is inherently uncertain because it requires estimates of current market yields as well as future events and conditions. Such future events and conditions include economic and market conditions, as well as the availability of suitable financing to fund development and construction activities. The realization of the Company’s real estate projects is dependent upon future uncertain events and conditions and, accordingly, the actual timing and amounts realized by the Company may be materially different from those estimated.

17

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Note 4 — Investments in and Advances to Unconsolidated Joint Ventures

The Company and certain of its subsidiaries are general partners or members in joint ventures involved in the development and sale of residential projects. The consolidated financial statements of the Company include the accounts of the Company, all majority-owned and controlled subsidiaries and certain joint ventures which have been determined to be variable interest entities in which the Company is considered the primary beneficiary (see Note 2). The financial statements of joint ventures which have not been determined to be variable interest entities in which the Company is considered the primary beneficiary are not consolidated with the Company’s financial statements. The Company’s investments in unconsolidated joint ventures are accounted for using the equity method because the Company has a 50% or less voting or economic interest (and thus such joint ventures are not controlled by the Company). Condensed combined financial information of these unconsolidated joint ventures as of June 30, 2007 and December 31, 2006 is summarized as follows:

CONDENSED COMBINED BALANCE SHEETS

(in thousands)

	June 30, 2007		December 31, 2006
	(unaudited)
ASSETS
Cash and cash equivalents	$	703	$	328
Receivables		366		309
Real estate inventories		45,531		40,913
Investment in unconsolidated joint venture		1,596		2,048
Property and equipment		960		985
	$	49,156	$	44,583
LIABILITIES AND OWNERS’ CAPITAL
Accounts payable	$	1,836	$	765
Notes payable		38,525		38,525
Advances from William Lyon Homes		6,367		1,825
		46,728		41,115
Owners’ capital
William Lyon Homes		1,215		1,735
Others		1,213		1,733
		2,428		3,468
	$	49,156	$	44,583

18

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Operating revenue
Land sales	$	—		$	—		$	—		$	10,420
Operating costs
Cost of sales — land		—			—			—			(7,801	)
Other		(325	)		(369	)		(743	)		(628	)
		(325	)		(369	)		(743	)		(8,429	)
Equity in income (loss) of unconsolidated joint ventures		311			210			(592	)		5,002
Operating (loss) income		(14	)		(159	)		(1,335	)		6,993
Other income, net		70			120			108			244
Net income (loss)	$	56		$	(39	)	$	(1,227	)	$	7,237
Allocation to owners:
William Lyon Homes	$	28		$	(19	)		(614	)	$	3,619
Others		28			(20	)		(613	)		3,618
	$	56		$	(39	)	$	(1,227	)	$	7,237

Income and loss allocations and cash distributions to the Company are based on predetermined formulas between the Company and the joint venture partners as specified in the applicable partnership or operating agreements. The Company generally receives, after partners’ priority returns and return of partners’ capital, approximately 50% of the profits and cash flows from joint ventures.

The Company is a member in an unconsolidated limited liability company formed for the purpose of acquiring and developing land in Nevada. At June 30, 2007, the unconsolidated joint venture had outstanding land acquisition and development debt of $36,775,000, of which the Company guaranteed $18,387,500. If the unconsolidated joint venture liability company were to default on its obligation to repay the debt, the Company would be obligated to pay one-half of the outstanding balance, together with one-half of the accrued but unpaid interest thereon. The current maturity date of the debt is June 30, 2008. The debt bears interest at prime plus 0.5% (8.75% at June 30, 2007) and is secured by the real estate inventories of the unconsolidated joint venture limited liability company in the book amount of $42,871,000 at June 30, 2007. In July 2007, the Company purchased the interest of the other member in the unconsolidated limited liability company for $2.1 million in cash and assumed all of the member’s debt in the entity. Upon completion of the transaction, the assets and liabilities of the entity are consolidated with the Company’s financial statements.

19

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Note 5 — Senior Notes

As of June 30, 2007, the Company had the following outstanding Senior Note obligations (collectively, the “Senior Notes”) (in thousands):

7 5/8% Senior Notes due December 15, 2012	$	150,000
10 3/4% Senior Notes due April 1, 2013		247,381
7 1/2% Senior Notes due February 15, 2014		150,000
	$	547,381

7 ⁵/8% Senior Notes

On November 22, 2004, the Company’s 100% owned subsidiary, William Lyon Homes, Inc., a California corporation, (“California Lyon”) closed its offering of $150,000,000 principal amount of 7 ⁵/8% Senior Notes due December 15, 2012 (the “7 ⁵/8% Senior Notes”). The notes were sold pursuant to Rule 144A. The notes were issued at par resulting in net proceeds to the Company of approximately $148,500,000. California Lyon agreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the notes for publicly tradeable notes having substantially identical terms. On January 12, 2005, the Securities and Exchange Commission declared the registration statement effective and California Lyon commenced an offer to exchange any and all of its outstanding $150,000,000 aggregate principal amount of 7 ⁵/8% Senior Notes due December 15, 2012, which are not registered under the Securities Act of 1933, for a like amount of its new 7 ⁵/8% Senior Notes due December 15, 2012, which are registered under the Securities Act of 1933, upon the terms and subject to the conditions set forth in the prospectus dated January 12, 2005. The exchange offer was completed for $146,500,000 principal amount of the 7 ⁵/8% Senior Notes on February 18, 2005. The remaining $3,500,000 principal amount of the old notes remains outstanding. The terms of the new notes are identical in all material respects to those of the old notes, except for certain transfer restrictions, registration rights and liquidated damages provisions relating to the old notes. Interest on the 7 ⁵/8% Senior Notes is payable semi-annually on December 15 and June 15 of each year.

Except as set forth in the Indenture governing the 7 ⁵/8% Senior Notes, the 7 ⁵/8% Senior Notes are not redeemable prior to December 15, 2008. Thereafter, the 7 ⁵/8% Senior Notes will be redeemable at the option of California Lyon, in whole or in part, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest, if any. In addition, on or before December 15, 2007, California Lyon may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price equal to 107.625% of the principal amount, plus accrued and unpaid interest, if any.

10 ³/4% Senior Notes

California Lyon filed a Registration Statement on Form S-3 with the Securities and Exchange Commission for the sale of $250,000,000 of Senior Notes due 2013 (the “10 ³/4% Senior Notes”) which became effective on March 12, 2003. The offering closed on March 17, 2003 and was fully subscribed and issued. The notes were issued at a price of 98.493% to the public, resulting in net proceeds to the Company of approximately $246,233,000. The purchase price reflected a discount to yield 11% under the effective interest method and the notes have been reflected net of the unamortized discount in the accompanying consolidated balance sheet. Interest on the 10 ³/4% Senior Notes is payable on April 1 and October 1 of each year.

20

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Except as set forth in the Indenture governing the 10 ³/4% Senior Notes, the 10 ³/4% Senior Notes are not redeemable prior to April 1, 2008. Thereafter, the 10 ³/4% Senior Notes will be redeemable at the option of California Lyon, in whole or in part, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest, if any. In addition, on or before April 1, 2006, California Lyon may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price equal to 110.75% of the principal amount, plus accrued and unpaid interest, if any.

7 ¹/2% Senior Notes

On February 6, 2004, California Lyon closed its offering of $150,000,000 principal amount of 7 ¹/2% Senior Notes due 2014 (the “7 ¹/2% Senior Notes”). The notes were sold pursuant to Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The notes were issued at par, resulting in net proceeds to the Company of approximately $147,600,000. California Lyon agreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the notes for publicly tradeable notes having substantially identical terms. On July 16, 2004, the Securities and Exchange Commission declared the registration statement effective and California Lyon commenced an offer to exchange any and all of its outstanding $150,000,000 aggregate principal amount of 7 ¹/2% Senior Notes due 2014, which are not registered under the Securities Act of 1933, for a like amount of its new 7 ¹/2% Senior Notes due 2014, which are registered under the Securities act of 1933, upon the terms and subject to the conditions set forth in the prospectus dated July 16, 2004. The exchange offer was completed for the full principal amount of the 7 ¹/2% Senior Notes on August 17, 2004. The terms of the new notes are identical in all material respects to those of the old notes, except for certain transfer restrictions, registration rights and liquidated damages provisions relating to the old notes. Interest on the 7 ¹/2% Senior Notes is payable on February 15 and August 15 of each year.

Except as set forth in the Indenture governing the 7 ¹/2% Senior Notes, the 7 ¹/2% Senior Notes are not redeemable prior to February 15, 2009. Thereafter, the 7 ¹/2% Senior Notes will be redeemable at the option of California Lyon, in whole or in part, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest, if any. In addition, on or before February 15, 2007, California Lyon may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price equal to 107.50% of the principal amount, plus accrued and unpaid interest, if any.

*    *    *    *    *

The Senior Notes are senior unsecured obligations of California Lyon and are unconditionally guaranteed on a senior unsecured basis by William Lyon Homes, a Delaware corporation (“Delaware Lyon”), which is the parent company of California Lyon, and all of Delaware Lyon’s existing and certain of its future restricted subsidiaries. The Senior Notes and the guarantees rank senior to all of the Company’s and the guarantors’ debt that is expressly subordinated to the Senior Notes and the guarantees, but are effectively subordinated to all of the Company’s and the guarantors’ senior secured indebtedness to the extent of the value of the assets securing that indebtedness.

Upon a change of control as described in the respective Indentures governing the Senior Notes (the “Senior Notes Indentures”), California Lyon will be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any.

21

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

If the Company’s consolidated tangible net worth falls below $75,000,000 for any two consecutive fiscal quarters, California Lyon will be required to make an offer to purchase up to 10% of each class of Senior Notes originally issued at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest, if any.

California Lyon is 100% owned by Delaware Lyon. Each subsidiary guarantor is 100% owned by California Lyon or Delaware Lyon. All guarantees of the Senior Notes are full and unconditional and all of such guarantees are joint and several. There are no significant restrictions on the ability of Delaware Lyon or any guarantor to obtain funds from subsidiaries by dividend or loan.

The Senior Notes Indentures contain covenants that limit the ability of Delaware Lyon and its restricted subsidiaries to, among other things: (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase its stock; (iii) make investments; (iv) sell assets; (v) incur liens; (vi) enter into agreements restricting the ability of Delaware Lyon’s restricted subsidiaries (other than California Lyon) to pay dividends; (vii) enter into transactions with affiliates; and (viii) consolidate, merge or sell all or substantially all of Delaware Lyon’s and California Lyon’s assets. These covenants are subject to a number of important exceptions and qualifications as described in the Senior Notes Indentures.

The foregoing summary is not a complete description of the Senior Notes and is qualified in its entirety by reference to the Senior Notes Indentures.

The net proceeds of the offerings were used to repay amounts outstanding under revolving credit facilities and other indebtedness. The remaining proceeds were used to pay fees and commissions related to the offering and for other general corporate purposes.

At June 30, 2007, the Company had approximately $272,245,000 of secured indebtedness (excluding approximately $64,801,000 of secured indebtedness of consolidated entities — see Note 2) and approximately $175,749,000 of additional secured indebtedness available to be borrowed under the Company’s credit facilities, as limited by the Company’s borrowing base formulas.

Supplemental consolidating financial information of the Company, specifically including information for California Lyon, the issuer of the 10 ³/4% Senior Notes, the 7 ¹/2% Senior Notes and the 7 ⁵/8% Senior Notes, and Delaware Lyon and the guarantor subsidiaries is presented below. Investments in subsidiaries are presented using the equity method of accounting. Separate financial statements of California Lyon and the guarantor subsidiaries are not provided, as the consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of assets held and the operations of the combined groups.

22

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONSOLIDATING BALANCE SHEET

June 30, 2007

(in thousands)

	Unconsolidated
	Delaware Lyon		California Lyon		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated Company
ASSETS
Cash and cash equivalents	$	—	$	3,950	$	4,420	$	7,539	$	—		$	15,909
Receivables		—		18,429		26,533		714		—			45,676
Real estate inventories
Owned		—		1,263,034		58		161,540		—			1,424,632
Not Owned		—		151,319		—		—		—			151,319
Investments in and advances to unconsolidated joint ventures		—		7,582		—		—		—			7,582
Property and equipment, net		—		2,110		14,097		—		—			16,207
Deferred loan costs		—		10,351		—		—		—			10,351
Goodwill		—		5,896		—		—		—			5,896
Other assets		—		22,659		2,729		—		—			25,388
Investments in subsidiaries		528,715		69,324		8,516		—		(606,555	)		—
Intercompany receivables		—		—		186,652		5,471		(192,123	)		—
	$	528,715	$	1,554,654	$	243,005	$	175,264	$	(798,678	)	$	1,702,960
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	—	$	36,868	$	725	$	13,570	$	—		$	51,163
Accrued expenses		—		56,523		3,248		164		—			59,935
Liabilities from inventories not owned		—		102,153		—		—		—			102,153
Notes payable		—		247,252		24,993		64,801		—			337,046
7 5/8% Senior Notes		—		150,000		—		—		—			150,000
10 3/4% Senior Notes		—		247,381		—		—		—			247,381
7 1/2% Senior Notes		—		150,000		—		—		—			150,000
Intercompany payables		—		192,119		—		4		(192,123	)		—
Total liabilities		—		1,182,296		28,966		78,539		(192,123	)		1,097,678
Minority interest in consolidated entities		—		—		—		—		76,567			76,567
Stockholders’ equity		528,715		372,358		214,039		96,725		(683,122	)		528,715
	$	528,715	$	1,554,654	$	243,005	$	175,264	$	(798,678	)	$	1,702,960

23

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONSOLIDATING BALANCE SHEET

December 31, 2006

(in thousands)

	Unconsolidated
	Delaware Lyon		California Lyon		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated Company
ASSETS
Cash and cash equivalents	$	—	$	12,253	$	11,222	$	15,257	$	—		$	38,732
Receivables		—		56,084		62,174		1,233		—			119,491
Real estate inventories
Owned		—		1,246,889		1,846		183,018		—			1,431,753
Not owned		—		200,667		—		—		—			200,667
Investments in and advances to unconsolidated joint ventures		—		3,560		—		—		—			3,560
Property and equipment, net		—		2,493		14,335		—		—			16,828
Deferred loan costs		—		11,258		—		—		—			11,258
Goodwill		—		5,896		—		—		—			5,896
Other assets		—		47,724		2,686		—		—			50,410
Investments in subsidiaries		625,395		77,281		8,502		—		(711,178	)		—
Intercompany receivables		—		1,138		169,983		3,367		(174,488	)		—
	$	625,395	$	1,665,243	$	270,748	$	202,875	$	(885,666	)	$	1,878,595
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	—	$	33,301	$	1,084	$	14,207	$	—		$	48,592
Accrued expenses		—		104,501		7,198		172		—			111,871
Liabilities from inventories not owned		—		131,564		—		—		—			131,564
Notes payable		—		174,329		59,359		70,408		—			304,096
7 5/8% Senior Notes		—		150,000		—		—		—			150,000
10 3/4% Senior Notes		—		247,218		—		—		—			247,218
7 1/2% Senior Notes		—		150,000		—		—		—			150,000
Intercompany payables		—		173,299		1,138		51		(174,488	)		—
Total liabilities		—		1,164,212		68,779		84,838		(174,488	)		1,143,341
Minority interest in consolidated entities		—		—		—		—		109,859			109,859
Stockholders’ equity		625,395		501,031		201,969		118,037		(821,037	)		625,395
	$	625,395	$	1,665,243	$	270,748	$	202,875	$	(885,666	)	$	1,878,595

24

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended June 30, 2007

(in thousands)

	Unconsolidated
	Delaware Lyon			California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating revenue
Sales	$	—		$	199,472		$	26,590		$	62,368		$	(17,342	)	$	271,088
Management fees		—			1,128			—			—			(1,128	)		—
		—			200,600			26,590			62,368			(18,470	)		271,088
Operating costs
Cost of sales		—			(178,734	)		(21,301	)		(51,278	)		18,470			(232,843	)
Impairment loss on real estate assets		—			(84,111	)		—			—			—			(84,111	)
Sales and marketing		—			(12,593	)		(1,569	)		(3,070	)		—			(17,232	)
General and administrative		—			(9,057	)		(119	)		(6	)		—			(9,182	)
		—			(284,495	)		(22,989	)		(54,354	)		18,470			(343,368	)
Equity in income (loss) of unconsolidated joint ventures		—			190			(162	)		—			—			28
(Loss) income from subsidiaries		(76,872	)		4,626			—			—			72,246			—
Minority equity in income of consolidated entities		—			—			—			—			(6,935	)		(6,935	)
Operating (loss) income		(76,872	)		(79,079	)		3,439			8,014			65,311			(79,187	)
Other income, net		—			264			1,015			122			—			1,401
(Loss) income before provision for income taxes		(76,872	)		(78,815	)		4,454			8,136			65,311			(77,786	)
Provision for income taxes		—			914			—			—			—			914
Net (loss) income	$	(76,872	)	$	(77,901	)	$	4,454		$	8,136		$	65,311		$	(76,872	)

25

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONSOLIDATING STATEMENT OF INCOME

Three Months Ended June 30, 2006

(in thousands)

	Unconsolidated
	Delaware Lyon		California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating revenue
Sales	$	—	$	294,472		$	51,013		$	62,769		$	—		$	408,254
Management fees		—		1,866			—			—			(1,866	)		—
		—		296,338			51,013			62,769			(1,866	)		408,254
Operating costs
Cost of sales		—		(237,236	)		(32,694	)		(47,929	)		1,866			(315,993	)
Sales and marketing		—		(12,073	)		(2,211	)		(2,495	)		—			(16,779	)
General and administrative		—		(17,770	)		(58	)		(4	)		—			(17,832	)
Other		—		—			(661	)		—			—			(661	)
		—		(267,079	)		(35,624	)		(50,428	)		1,866			(351,265	)
Equity in income (loss) of unconsolidated joint ventures		—		165			(184	)		—			—			(19	)
Income from subsidiaries		30,381		20,895			—			—			(51,276	)		—
Minority equity in income of consolidated entities		—		—			—			—			(6,312	)		(6,312	)
Operating income		30,381		50,319			15,205			12,341			(57,588	)		50,658
Financial advisory expenses		—		(1,600	)		—			—			—			(1,600	)
Other income, net		—		726			104			90			—			920
Income before provision for income taxes		30,381		49,445			15,309			12,431			(57,588	)		49,978
Provision for income taxes		—		(19,597	)		—			—			—			(19,597	)
Net income	$	30,381	$	29,848		$	15,309		$	12,431		$	(57,588	)	$	30,381

26

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONSOLIDATING STATEMENT OF OPERATIONS

Six Months Ended June 30, 2007

(in thousands)

	Unconsolidated
	Delaware Lyon			California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating revenue
Sales	$	—		$	346,306		$	67,138		$	81,027		$	(17,342	)	$	477,129
Management fees		—			1,836			—			—			(1,836	)
		—			348,142			67,138			81,027			(19,178	)		477,129
Operating costs
Cost of sales		—			(304,037	)		(52,936	)		(64,849	)		19,178			(402,644	)
Impairment loss on real estate assets		—			(87,665	)		—			—			—			(87,665	)
Sales and marketing		—			(22,806	)		(3,682	)		(4,217	)		—			(30,705	)
General and administrative		—			(20,478	)		(205	)		(13	)		—			(20,696	)
Other		—			—			(111	)		—			—			(111	)
		—			(434,986	)		(56,934	)		(69,079	)		19,178			(541,821	)
Equity in (loss) income of unconsolidated joint ventures		—			(242	)		(372	)		—			—			(614	)
(Loss) income from subsidiaries		(103,456	)		12,481			13			—			90,962			—
Minority equity in income of consolidated entities		—			—			—			—			(9,218	)		(9,218	)
Operating (loss) income		(103,456	)		(74,605	)		9,845			11,948			81,744			(74,524	)
Other income, net		—			663			1,638			241			—			2,542
Income (loss) before provision for income taxes		(103,456	)		(73,942	)		11,483			12,189			81,744			(71,982	)
Provision for income taxes		—			(31,474	)		—			—			—			(31,474	)
Net (loss) income	$	(103,456	)	$	(105,416	)	$	11,483		$	12,189		$	81,744		$	(103,456	)

27

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

CONSOLIDATING STATEMENT OF INCOME

Six Months Ended June 30, 2006

(in thousands)

	Unconsolidated
	Delaware Lyon		California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating revenue
Sales	$	—	$	528,669		$	92,386		$	94,580		$	—		$	715,635
Management fees		—		2,938			—			—			(2,938	)		—
		—		531,607			92,386			94,580			(2,938	)		715,635
Operating costs
Cost of sales		—		(420,823	)		(59,131	)		(68,850	)		2,938			(545,866	)
Sales and marketing		—		(22,123	)		(3,866	)		(3,914	)		—			(29,903	)
General and administrative		—		(36,298	)		(100	)		(23	)		—			(36,421	)
Other		—		—			(1,487	)		—			—			(1,487	)
		—		(479,244	)		(64,584	)		(72,787	)		2,938			(613,677	)
Equity in income (loss) of unconsolidated joint ventures		—		3,933			(314	)		—			—			3,619
Income from subsidiaries		56,595		37,454			(40	)		—			(94,009	)		—
Minority equity in income of consolidated entities		—		—			—			—			(11,538	)		(11,538	)
Operating income		56,595		93,750			27,448			21,793			(105,547	)		94,039
Financial advisory expenses		—		(3,100	)		—			—			—			(3,100	)
Other income, net		—		955			945			261			—			2,161
Income before provision for income taxes		56,595		91,605			28,393			22,054			(105,547	)		93,100
Provision for income taxes		—		(36,505	)		—			—			—			(36,505	)
Net income	$	56,595	$	55,100		$	28,393		$	22,054		$	(105,547	)	$	56,595

28

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2007

(in thousands)

	Unconsolidated
	Delaware Lyon			California Lyon			Guarantor Subsidiaries			Non-Guarantor     Subsidiaries			Eliminating Entries			Consolidated Company
Operating activities:
Net (loss) income	$	(103,456	)	$	(105,416	)	$	11,483		$	12,189		$	81,744		$	(103,456	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			496			740			—			—			1,236
Equity in loss of unconsolidated joint ventures		—			242			372			—			—			614
Minority equity in income of consolidated entities		—			—			—			—			9,218			9,218
Equity in loss (earnings) of subsidiaries		103,456			(12,481	)		(13	)		—			(90,962	)		—
Impairment loss on real estate asset		—			87,665			—			—			—			87,665
Provision for income taxes		—			31,474			—			—			—			31,474
Net changes in operating assets and liabilities:
Receivables		—			44,431			35,641			519			—			80,591
Intercompany receivables/payables		—			—			(16,669	)		(2,151	)		18,820			—
Real estate inventories owned		—			(103,647	)		1,788			21,478			—			(80,381	)
Real estate inventories not owned		—			19,937			—			—			—			19,937
Deferred loan costs		—			907			—			—			—			907
Other assets		—			(6,822	)		(43	)		—			—			(6,865	)
Accounts payable		—			3,567			(359	)		(637	)		—			2,571
Accrued expenses		—			(47,565	)		(3,950	)		(8	)		—			(51,523	)
Net cash (used in) provided by operating activities		—			(87,212	)		28,990			31,390			18,820			(8,012	)
Investing activities:
Net change in investment in unconsolidated joint ventures		—			(4,264	)		(372	)		—			—			(4,636	)
Purchases of property and equipment		—			(113	)		(502	)		—			—			(615	)
Investments in subsidiaries		—			20,438			(1	)		—			(20,437	)		—
Advances (to) from affiliates		—			(10,075	)		—			—			10,075			—
Net cash provided by (used in) investing activities		—			5,986			(875	)		—			(10,362	)		(5,251	)
Financing activities:
Proceeds from borrowings on notes payable		—			489,186			405,320			(5,607	)		—			888,899
Principal payments on notes payable		—			(416,263	)		(439,686	)		—			—			(855,949	)
Minority interest distributions, net		—			—			—			(42,510	)		—			(42,510	)
Advances (to) from affiliates		—			—			(551	)		9,009			(8,458	)		—
Net cash provided by (used in) financing activities		—			72,923			(34,917	)		(39,108	)		(8,458	)		(9,560	)
Net decrease in cash and cash equivalents		—			(8,303	)		(6,802	)		(7,718	)		—			(22,823	)
Cash and cash equivalents at beginning of period		—			12,253			11,222			15,257			—			38,732
Cash and cash equivalents at end of period	$	—		$	3,950		$	4,420		$	7,539		$	—		$	15,909

29

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2006

(in thousands)

	Unconsolidated
	Delaware Lyon			California Lyon			Guarantor Subsidiaries			Non-Guarantor     Subsidiaries			Eliminating Entries			Consolidated Company
Operating activities
Net income	$	56,595		$	55,100		$	28,393		$	22,054		$	(105,547	)	$	56,595
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			417			811			—			—			1,228
Equity in (income) loss of unconsolidated joint ventures		—			(3,933	)		314			—			—			(3,619	)
Distributions of income from unconsolidated joint ventures		—			1,599			1,000			—			—			2,599
Minority equity in income of consolidated entities		—			—			—			—			11,538			11,538
Equity in earnings of subsidiaries		(56,595	)		(37,454	)		40			—			94,009			—
State income tax refund credited to additional paid-in capital		—			10			—			—			—			10
Federal income tax refund credited to additional paid in capital		—			1,820			—			—			—			1,820
Provision for income taxes		—			36,505			—			—			—			36,505
Net changes in operating assets and liabilities:
Receivables		—			60,014			28,774			12,777			—			101,565
Intercompany receivables/payables		—			—			(30,125	)		3,654			26,471			—
Real estate inventories		—			(166,875	)		(900	)		2,989			—			(164,786	)
Deferred loan costs		—			670			—			—			—			670
Other assets		—			(8,791	)		(412	)		—			—			(9,203	)
Accounts payable		—			9,934			194			(1,541	)		—			8,587
Accrued expenses		—			(103,667	)		(820	)		(4,714	)		—			(109,201	)
Net cash (used in) provided by operating activities		—			(154,651	)		27,269			35,219			26,471			(65,692	)
Investing activities
Net change in investment in and advances to unconsolidated joint ventures		—			322			(424	)		—			—			(102	)
Purchases of property and equipment		—			(792	)		(522	)		—			—			(1,314	)
Investments in subsidiaries		—			45,910			1,790			—			(47,700	)		—
Advances to affiliates		(434	)		(33,623	)		—			—			34,057			—
Net cash (used in) provided by investing activities		(434	)		11,817			844			—			(13,643	)		(1,416	)
Financing activities
Proceeds from borrowings on notes payable		—			687,954			377,297			28,292			—			1,093,543
Principal payments on notes payable		—			(576,066	)		(404,501	)		—			—			(980,567	)
Minority interest contributions, net		—			22,404			—			(93,437	)		—			(71,033	)
Common stock issued for exercised stock options		434			—			—			—			—			434
Advances from (to) affiliates		—			—			(1,475	)		14,303			(12,828	)		—
Net cash provided by (used in) financing activities		434			134,292			(28,679	)		(50,842	)		(12,828	)		42,377
Net decrease in cash and cash equivalents		—			(8,542	)		(566	)		(15,623	)		—			(24,731	)
Cash and cash equivalents at beginning of period		—			18,934			6,687			26,748			—			52,369
Cash and cash equivalents at end of period	$	—		$	10,392		$	6,121		$	11,125		$	—		$	27,638

30

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Note 6 — Related Party Transactions

On October 26, 2000, the Company’s Board of Directors (with Messrs. William Lyon and William H. Lyon abstaining) approved the purchase of 579 lots for a total purchase price of $12,581,000 from an entity controlled by William Lyon and William H. Lyon. In addition to the purchase price, one-half of the net profits in excess of six percent from the development are to be paid to the seller. As of December 31, 2004, all lots were purchased under this agreement and during the six months ended June 30, 2007, $8,305,000 was paid to the seller, and a total amount has been paid of $14,015,000 as of June 30, 2007. This land acquisition qualified as an affiliate transaction under the Company’s 12 ¹/2% Senior Notes due July 1, 2003 Indenture dated as of June 29, 1994, as amended (“Old Indenture”). Pursuant to the terms of the Old Indenture, the Company determined that the land acquisition is on terms that are no less favorable to the Company than those that would have been obtained in a comparable transaction by the Company with an unrelated person. The Company delivered to the Trustee under the Old Indenture a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that the land acquisition is on terms that are no less favorable to the Company than those that would have been obtained in a comparable transaction by the Company with an unrelated person and the land acquisition was approved by a majority of the disinterested members of the Board of Directors of the Company. Further, the Company delivered to the Trustee under the Indenture a determination of value by a real estate appraisal firm which is of regional standing in the region in which the subject property is located and is MAI certified.

For the three months ended June 30, 2007 and 2006, the Company incurred reimbursable on-site labor costs of $29,000 and $28,000, respectively, for providing customer service to real estate projects developed by entities controlled by William Lyon and William H. Lyon, of which $3,000 and $1,000 was due to the Company at June 30, 2007 and December 31, 2006, respectively. For the six months ended June 30, 2007 and 2006, the Company incurred reimbursable on-site labor costs of $79,000 and $57,000, respectively, for providing customer service to real estate projects developed by entities controlled by William Lyon and William H. Lyon.

For each of the three and six month periods ended June 30, 2007 and 2006, the Company incurred charges of $189,000 and $378,000, respectively, related to rent on its corporate office, from a trust of which William H. Lyon is the sole beneficiary.

Effective September 1, 2004, the Company entered into an aircraft consulting and management agreement with an affiliate (the “Affiliate”) of William Lyon to operate and manage the Company’s aircraft. The terms of the agreement provide that the Affiliate shall consult and render its advice and management services to the Company with respect to all functions necessary to the operation, maintenance and administration of the aircraft. The Company’s business plan for the aircraft includes (i) use by Company executives for traveling on Company business to the Company’s divisional offices and other destinations, (ii) charter service to outside third parties and (iii) charter service to William Lyon personally. Charter services for outside third parties are contracted for at market rates. As compensation to the Affiliate for its management and consulting services under the agreement, the Company pays the Affiliate a fee equal to (i) the amount equal to 107% of compensation paid by the affiliate for the pilots supplied pursuant to the agreement, (ii) $50 per operating hour for the aircraft and (iii) $9,000 per month for hangar rent. In addition, all maintenance work, inspections and repairs performed by the Affiliate on the aircraft are charged to the Company at the Affiliate’s published rates for maintenance, inspections and repairs in effect at the time such work is completed. The total compensation paid to the Affiliate under the agreement amounted to $259,000 and $293,000 for the three months ended June 30, 2007 and 2006, respectively, and $616,000 and $653,000, for the six months ended June 30, 2007 and 2006, respectively.

Effective July 1, 2006, General William Lyon entered into a time sharing agreement (“the Agreement”) with the Company pertaining to his personal use of the aircraft. The agreement calls for General Lyon to reimburse

31

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

the company for all costs incurred by the Company during his personal flights plus a surcharge on fuel consumption of two times the cost. Pursuant to the agreement and the rates charged to General Lyon prior to the agreement, the Company had earned revenue of $139,000 and $112,000 for charter services provided to William Lyon personally, during the three months ended June 30, 2007 and 2006, respectively, and $105,000 and $333,000 was due to the Company at June 30, 2007 and December 31, 2006, respectively. For the six months ended June 30, 2007 and 2006, the Company had earned revenue of $198,000 and $191,000, respectively for charter services provided to General Lyon, personally.

The Company and one of the Company’s directors, Alex Meruelo, are parties to an agreement pursuant to which Mr. Meruelo is eligible to receive a finder’s fee based upon the cash distributions received by a subsidiary of the Company from a joint venture development project relating to a portion of the Fort Ord military base in Monterey County, California. The joint venture development project resulted from Mr. Meruelo’s introduction of the Company to Woodman Development Company, LLC (“Woodman”) and the subsequent formation of East Garrison Partners I, LLC (“EGP”) as a joint venture between Woodman and Lyon East Garrison Company I, LLC (“EGC”). The finder’s fee will equal 5% of all net cash distributions distributed by EGP to EGC with respect to EGC’s existing 50% interest in EGP that are in excess of distributions with respect to certain deficit advances, deficit preferred returns, returns of capital and preferred returns on unreturned capital. The calculation of the finder’s fee will be based on net cash distributions received from EGP on land sales and will not be determined on the basis of any revenues, profits or distributions received from any affiliate of EGC for the construction and sale or leasing of residential or commercial buildings on such lots. Mr. Meruelo is not obligated to perform any services for EGC other than the introduction to Woodman.

The Company purchased land for a total purchase price of $17,342,000 during the three months ended June 30, 2007 from one of the Company’s joint ventures.

The Company offers home mortgage loans to its employees and directors through its mortgage company subsidiary, William Lyon Financial Services. These loans are made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. These loans do not involve more than the normal risk of collectibility or present other unfavorable features and are sold to investors typically within 7 to 15 days.

Note 7 — Income Taxes

Effective January 1, 2007, the Company made an election in accordance with federal and state regulations to be taxed as an “S” corporation rather than a “C” corporation. Under this election, the Company’s taxable income flows through to and is reported on the personal tax returns of its shareholders. The shareholders are responsible for paying the appropriate taxes based on this election. The Company does not pay any federal taxes under this election and is only required to pay certain state taxes based on a rate of approximately 1.5% of taxable income. As a result of this election, the Company’s provision for income taxes for the three and six months ended June 30, 2007 included a reduction of deferred tax assets of $31,887,000 due to the elimination of any future tax benefit by the Company from such assets. In addition, unused recognized built in losses in the amount of $19,414,000 are no longer available to the Company. The Company recorded a benefit for income taxes during the three months ended June 30, 2007 of $0.9 million based on operating losses during the period compared to a provision for income taxes of $19.6 million during the three months ended June 30, 2006.

Effective January 1, 2007, the company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of

32

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be considered “more-likely-than-not” to be sustained upon examination by taxing authorities. The Company has taken positions in certain taxing jurisdictions for which it is more likely than not that previously unrecognized tax benefits will be recognized. In accordance with the provisions of FIN 48, effective January 1, 2007, the Company recorded an income tax refund receivable of $5,654,000 and recognized the associated tax benefit as an increase in additional paid-in capital. In connection therewith, the Company recorded interest receivable of $1,122,000 and recognized the associated tax benefit as an increase in retained earnings.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to U.S. federal income tax examination for calendar tax years ending 2002 through 2006. The Company is subject to various state income tax examinations for calendar tax years ending 2001 through 2006.

The Company currently is under income tax examination by the Internal Revenue Service for years ended December 31, 2002 and 2003 and under state income tax examination in the states of California and Arizona for years ended December 31, 2001 through 2003.

Note 8 — Tender Offer

On May 18, 2006, General William Lyon announced the completion of a tender offer to purchase all of the outstanding shares of the common stock of the Company not already owned by him for $109.00 net per share in cash. The shares tendered in the offer, together with the shares already owned by General Lyon, The William Harwell Lyon 1987 Trust and The William Harwell Lyon Separate Property Trust, represented over 90% of the outstanding shares of the Company.

After receiving deliveries of a sufficient number of tendered shares to reach the 90% threshold, General Lyon and the two trusts contributed all the shares of the Company owned by them to WLH Acquisition Corp., a corporation owned by General Lyon and the two trusts. On July 25, 2006, WLH Acquisition Corp. was then merged with and into the Company under the “short-form” merger provisions of Delaware law, with the Company continuing as the surviving corporation of the merger. At the effective time of the merger, each outstanding share of the Company’s common stock (except for shares owned by WLH Acquisition Corp. and by stockholders who properly exercise their appraisal rights in accordance with Delaware law) was cancelled and converted into the right to receive $109.00 per share in cash, without interest, which is the same consideration that was paid for shares of the Company in the tender offer by General Lyon.

As a consequence of the merger, the Company’s equity now consists solely of 1,000 shares of common stock outstanding held by General Lyon and the two trusts.

The Company incurred $3,165,000 in financial advisory expenses related to the tender offer, of which $1,600,000 and $3,100,000 were incurred during the three and six months ended June 30, 2006, respectively, and is reflected as financial advisory expenses in the accompanying consolidated statement of income.

See Note 9 for information on certain lawsuits which have been filed relating to General Lyon’s proposal.

Note 9 — Commitments and Contingencies

The Company’s commitments and contingent liabilities include the usual obligations incurred by real estate developers in the normal course of business. In the opinion of management, these matters will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

33

WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Litigation Arising from General Lyon’s Tender Offer

On March 17, 2006, the Company’s principal stockholder commenced a tender offer (the “Tender Offer”) to purchase all outstanding shares of the Company’s common stock not already owned by him. Initially, the price offered in the Tender was $93 per share, but it has since been increased to $109 per share.

Two purported class action lawsuits were filed in the Court of Chancery of the State of Delaware in and for New Castle County, purportedly on behalf of the public stockholders of the Company, challenging the Tender Offer and challenging related actions of the Company and the directors of the Company.Stephen L. Brown v. William Lyon Homes, et al., Civil Action No. 2015-N was filed on March 20, 2006, andMichael Crady, et al. v. General William Lyon, et al., Civil Action No. 2017-N was filed on March 21, 2006 (collectively, the “Delaware Complaints”). On March 21, 2006, plaintiff in theBrown action also filed a First Amended Complaint. The Delaware Complaints name the Company and the directors of the Company as defendants. These complaints allege, among other things, that the defendants have breached their fiduciary duties owed to the plaintiffs in connection with the Tender Offer and other related corporate activities. The plaintiffs sought to enjoin the Tender Offer and, among other things, to obtain attorneys’ fees and expenses related to the litigation.

On March 23, 2006, the Company announced that its Board had appointed a special committee of independent directors who are not members of the Company’s management or employed by the Company (the “Special Committee”) to consider the Tender Offer. The members of the Special Committee are Harold H. Greene, Lawrence M. Higby, and Dr. Arthur Laffer. The Company also announced that the Special Committee had retained Morgan Stanley & Co. as its financial advisor and Gibson, Dunn & Crutcher LLP as its legal counsel.

On March 24, 2006, the Delaware Chancery Court consolidated the Delaware Complaints into a single case entitledIn re: William Lyon Homes Shareholder Litigation, Civil Action No. 2015-N (the “Consolidated Delaware Action”).

On April 10, 2006, the parties to the Consolidated Delaware Action executed a Memorandum of Understanding (“MOU”), detailing a proposed settlement subject to the Delaware Chancery Court’s approval. Pursuant to the MOU, General Lyon increased his offer of $93 per share to $100 per share, extended the closing date of the offer to April 21, 2006, and, on April 11, 2006, filed an amended Schedule TO. Plaintiffs in the Consolidated Delaware Action have determined that the settlement is “fair, reasonable, adequate, and in the best interests of plaintiffs and the putative Class.” The Special Committee also determined that the price of $100 per share was fair to the shareholders, and recommended that the Company’s shareholders accept the revised Tender Offer and tender their shares. Thereafter, General Lyon also decided to further extend the closing date of the Tender Offer from April 21, 2006 to April 28, 2006.

On April 23, 2006, Delaware Chancery Court conditionally certified a class in the Consolidated Delaware Action. The parties to the Consolidated Delaware Action agreed to a Stipulation of Settlement, and on August 9, 2006, the Delaware Chancery Court certified a class in the Consolidated Delaware Action, approved the settlement, and dismissed the Consolidated Delaware Action with prejudice as to all defendants and the class. On February 16, 2007, the fee award to Plaintiffs’ counsel was appealed to the Supreme Court of the State of Delaware. On July 18, 2007, a three-judge panel of the Delaware Supreme Court heard oral argument, and, on July 19, 2007, referred the matter for consideration by the Courten Banc. Under the appealed award, the Company has no expected liability for Plaintiffs’ counsel fees, which are expected to be paid by General Lyon.

A purported class action lawsuit challenging the Tender Offer was also filed in the Superior Court of the State of California, County of Orange. On March 17, 2006, a complaint captionedAlaska Electrical Pension

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WILLIAM LYON HOMES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)

Fund v. William Lyon Homes, Inc., et al., Case No. 06-CC-00047, was filed. On April 5, 2006, plaintiff in theAlaska Electrical action filed an Amended Complaint (the “California Action”). The complaint in the California Action names the Company and the directors of the Company as defendants and alleges, among other things, that the defendants have breached their fiduciary duties to the public stockholders. Plaintiff in the California Action also sought to enjoin the Tender Offer, and, among other things, to obtain attorneys’ fees and expenses related to the litigation.

On April 20, 2006, the California court denied the request of plaintiff in the California Action to enjoin the Tender Offer. Plaintiff filed a motion to certify a class in the California Action which was later taken off calendar, and the Company filed a motion to stay the California Action. On July 5, 2006, the California Court granted the Company’s motion to stay the California Action.

The Company is a defendant in various lawsuits related to its normal business activities. In the opinion of management, disposition of the various lawsuits will have no material effect on the consolidated financial statements of the Company.

See Note 2 for information relating to the Company’s land banking arrangements.

In some jurisdictions in which the Company develops and constructs property, assessment district bonds are issued by municipalities to finance major infrastructure improvements. As a land owner benefited by these improvements, the Company is responsible for the assessments on its land. When properties are sold, the assessments are either prepaid or the buyers assume the responsibility for the related assessments. Assessment district bonds issued after May 21, 1992 are accounted for under the provisions of Statement 91-10, “Accounting for Special Assessment and Tax Increment Financing Entities” issued by the Emerging Issues Task Force of the Financial Accounting Standards Board on May 21, 1992, and recorded as liabilities in the Company’s consolidated balance sheet, if the amounts are fixed and determinable.

As of June 30, 2007, the Company had $22.3 million of outstanding irrevocable standby letters of credit to guarantee the Company’s financial obligations under certain land banking arrangements, joint venture agreements and other contractual arrangements in the normal course of business. The beneficiary may draw upon these letters of credit in the event of a contractual default by the Company relating to each respective obligation. These letters of credit have a stated term of 12 months and have varying maturities through 2009, at which time the Company may be required to renew the letters of credit to coincide with the term of the respective arrangement.

The Company also had outstanding performance and surety bonds of $292.9 million at June 30, 2007 related principally to its obligations for site improvements at various projects. The Company does not believe that draws upon these bonds, if any, will have a material effect on the Company’s financial position, results of operations or cash flows.

The Company has provided unsecured environmental indemnities to certain lenders, joint venture partners and land sellers. In each case, the Company has performed due diligence on the potential environmental risks, including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate the Company to reimburse the guaranteed parties for damages related to environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, the Company could have recourse against other previous owners.

See Notes 4 and 5 for additional information relating to the Company’s guarantee arrangements.

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

WILLIAM LYON HOMES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion of results of operations and financial condition should be read in conjunction with the consolidated financial statements and notes thereto included in Item 1, as well as the information presented in the Annual Report on Form 10-K for the year ended December 31, 2006.

Results of Operations

Overview and Recent Results

Selected financial and operating information for the Company including its wholly-owned projects and joint ventures as of and for the periods presented is as follows:

	Three Months Ended June 30,
	2007									2006
	Wholly-Owned			Joint Ventures			Consolidated Total			Wholly-Owned			Joint Ventures			Consolidated Total
Selected Financial Information (dollars in thousands)
Homes closed		471			77			548			625			143			768
Home sales revenue	$	224,432		$	32,488		$	256,920		$	343,855		$	62,769		$	406,624
Cost of sales		(195,020	)		(24,849	)		(219,869	)		(267,592	)		(46,063	)		(313,655	)
Gross margin	$	29,412		$	7,639		$	37,051		$	76,263		$	16,706		$	92,969
Gross margin percentage		13.1	%		23.5	%		14.4	%		22.2	%		26.6	%		22.9	%
Number of homes closed
California		302			77			379			411			143			554
Arizona		86			—			86			133			—			133
Nevada		83			—			83			81			—			81
Total		471			77			548			625			143			768
Average sales price
California	$	561,300		$	421,900		$	533,000		$	639,700		$	438,900		$	587,900
Arizona		294,100			—			294,100			383,600			—			383,600
Nevada		356,800			—			356,800			369,400			—			369,400
Total	$	476,500		$	421,900		$	468,800		$	550,200		$	438,900		$	529,500
Number of net new home orders
California		302			47			349			222			82			304
Arizona		87			—			87			166			—			166
Nevada		54			—			54			80			—			80
Total		443			47			490			468			82			550
Average number of sales locations during period
California		30			6			36			25			6			31
Arizona		5			—			5			6			—			6
Nevada		10			—			10			12			—			12
Total		45			6			51			43			6			49

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	As of June 30,
	2007						2006
	Wholly-Owned		Joint Ventures		Consolidated Total		Wholly-Owned		Joint Ventures		Consolidated Total
Backlog of homes sold but not closed at end of period
California		482		74		556		475		70		545
Arizona		166		—		166		446		—		446
Nevada		74		—		74		148		—		148
Total		722		74		796		1,069		70		1,139
Dollar amount of homes sold but not closed at end of period (dollars in thousands)
California	$	299,542	$	32,487	$	332,029	$	346,766	$	30,040	$	376,806
Arizona		39,311		—		39,311		134,627		—		134,627
Nevada		25,327		—		25,327		55,156		—		55,156
Total	$	364,180	$	32,487	$	396,667	$	536,549	$	30,040	$	566,589
Lots controlled at end of period
Owned lots
California		4,467		1,019		5,486		4,465		972		5,437
Arizona		4,716		1,745		6,461		4,333		1,738		6,071
Nevada		1,173		—		1,173		1,380		—		1,380
Total		10,356		2,764		13,120		10,178		2,710		12,888
Optioned lots(1)
California						1,163						3,786
Arizona						2,703						4,270
Nevada						1,013						2,122
Total						4,879						10,178
Total lots controlled
California						6,649						9,223
Arizona						9,164						10,341
Nevada						2,186						3,502
Total						17,999						23,066

(1) Optioned lots may be purchased by the Company as wholly-owned projects or may be purchased by newly formed joint ventures.

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	Six Months Ended June 30,
	2007									2006
	Wholly-owned			Joint Ventures			Combined Total			Wholly-owned			Joint Ventures			Combined Total
Selected Financial Information (dollars in thousands)
Homes closed		854			115			969			1,145			204			1,349
Home sales revenue	$	398,453		$	51,147		$	449,600		$	619,425		$	94,580		$	714,005
Cost of sales		(339,911	)		(37,966	)		(377,877	)		(477,186	)		(65,912	)		(543,098	)
Gross margin	$	58,542		$	13,181		$	71,723		$	142,239		$	28,668		$	170,907
Gross margin percentage		14.7	%		25.8	%		16.0	%		23.0	%		30.3	%		23.9	%
Number of homes closed
California		504			115			619			678			204			882
Arizona		224			—			224			232			—			232
Nevada		126			—			126			235			—			235
Total		854			115			969			1,145			204			1,349
Average sales price
California	$	571,900		$	444,800		$	548,300		$	642,800		$	463,600		$	601,300
Arizona		293,900			—			293,900			398,200			—			398,200
Nevada		352,200			—			352,200			388,200			—			388,200
Total	$	466,600		$	444,800		$	464,000		$	541,000		$	463,600		$	529,300
Number of net new home orders
California		683			137			820			530			166			696
Arizona		199			—			199			282			—			282
Nevada		140			—			140			219			—			219
Total		1,022			137			1,159			1,031			166			1,197
Average number of sales locations during period
California		31			6			37			25			6			31
Arizona		5			—			5			6			—			6
Nevada		10			—			10			11			—			11
Total		46			6			52			42			6			48

On a consolidated basis, the number of net new home orders for the three months ended June 30, 2007 decreased 10.9% to 490 homes from 550 homes for the three months ended June 30, 2006. The number of homes closed on a consolidated basis for the three months ended June 30, 2007, decreased 28.6% to 548 homes from 768 homes for the three months ended June 30, 2006. On a consolidated basis, the number of net new home orders for the six months ended June 30, 2007 decreased 3.2% to 1,159 homes from 1,197 homes for the six months ended June 30, 2006. The number of homes closed on a consolidated basis for the six months ended June 30, 2007 decreased 28.2% to 969 homes from 1,349 homes for the six months ended June 30, 2006. On a consolidated basis, the backlog of homes sold but not closed as of June 30, 2007 was 796, down 30.1% from 1,139 homes a year earlier, and down 7% from 854 homes at March 31, 2007.

Homes in backlog are generally closed within three to six months. The dollar amount of backlog of homes sold but not closed on a consolidated basis as of June 30, 2007 was $396.7 million, down 30.0% from $566.6 million as of June 30, 2006 and down 8% from $428.9 million as of March 31, 2007. The cancellation rate of buyers who contracted to buy a home but did not close escrow at the Company’s projects was approximately 32% during the three months ended June 30, 2007 compared to 32% during the three months ended June 30, 2006. The inventory of completed and unsold homes was 74 homes as of June 30, 2007.

The average number of sales locations during the three months ended June 30, 2007 was 51, up 4.1% from 49 in the comparable period a year ago. The Company’s number of new home orders per average sales location decreased to 9.6 for the three months ended June 30, 2007 as compared to 11.2 for the three months ended June 30, 2006.

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In general, housing demand is adversely affected by increases in interest rates and housing prices. Interest rates, the length of time that assets remain in inventory, and the proportion of inventory that is financed affect the Company’s interest cost. If the Company is unable to raise sales prices sufficiently to compensate for higher costs or if mortgage interest rates increase significantly, affecting prospective buyers’ ability to adequately finance home purchases, the Company’s sales, gross margins and operating results may be adversely impacted.

Comparison of Three Months Ended June 30, 2007 to June 30, 2006

Consolidated operating revenue for the three months ended June 30, 2007 was $271.1 million, a decrease of $137.2 million, or 33.6%, from consolidated operating revenue of $408.3 million for the three months ended June 30, 2006. Revenue from sales of wholly-owned homes decreased $119.5 million, or 34.7%, to $224.4 million in the 2007 period from $343.9 million in the 2006 period. This decrease was comprised of (i) a decrease of $84.8 million due to a decrease in the number of wholly-owned homes closed to 471 in 2007 from 625 in 2006 and (ii) a decrease of $34.7 million due to a decrease in the average sales price of wholly-owned homes closed to $476,500 in the 2007 period from $550,200 in the 2006 period. Consolidated operating revenue includes revenue from sales of joint ventures due to the adoption of Interpretation No. 46. Revenue from sales of joint venture homes decreased $30.3 million, or 48.2%, to $32.5 million in the 2007 period from $62.8 million in the 2006 period. This decrease was comprised of (i) a decrease of $1.3 million due to a decrease in the average sales price of joint venture homes closed to $421,900 in the 2007 period from $438,900 in the 2006 period and (ii) a decrease of $29.0 million due to a decrease in the number of joint venture homes closed to 77 in 2007 from 143 in 2006. Revenue from sales of lots, land and other was $14.2 million in the 2007 period compared with $1.6 million in the 2006 period, due to the timing of bulk sales of land in certain of the Company’s markets in each period. The decrease in the average sales price of units closed in wholly-owned projects and in joint venture projects reflects a change in product mix and reduced sales prices and an increase in the use of sales incentives due to the slowing of new orders and competitive pressures.

Total operating loss is $79.2 million in the 2007 period compared to operating income of $50.7 million in the 2006 period. The excess of revenue from sales of homes over the related cost of sales (gross margin) decreased by $55.9 million to $37.1 million in the 2007 period from $93.0 million in the 2006 period primarily due to (i) a decrease in the number of homes closed to 548 in the 2007 period from 768 in the 2006 period, (ii) a decrease in average sales prices to $468,800 in the 2007 period from $529,500 in the 2006 period and (iii) a decrease in gross margin percentage to 14.4% in the 2007 period from 22.9% in the 2006 period. The decrease in period-over-period gross margin percentage primarily reflects the earlier close out of projects with higher average gross margin percentages, a shift in product mix and the decrease in average sales prices in certain of the Company’s markets. The excess of revenue from sales of lots, land and other over the related cost of sales (gross margin) increased to $1.2 million in the 2007 period from $(0.7) million in the 2006 period primarily due to the bulk sale of land in certain of the Company’s markets in each period. In addition, costs were incurred related to the abandonment and write-off of project pre-acquisition costs and land option deposits for certain of the Company’s potential projects.

Operating costs for the three months ended June 30, 2007 included an impairment loss on real estate assets of $84.1 million. The impairment was primarily attributable to slower than anticipated home sales and lower than anticipated net revenue due to softening market conditions. Accordingly, the real estate assets were written-down to their estimated fair value. Sales and marketing expense increased slightly to $17.2 million in the 2007 period from $16.8 million in the 2006 period primarily due to an increase of $1.2 million in direct selling expenses to $9.6 million in the 2007 period from $8.4 million in the 2006 period offset by a decrease in advertising costs of $0.8 million to $5.6 million in the 2007 period from $6.4 million in the 2006 period. General and administrative expenses decreased by $8.7 million to $9.1 million in the 2007 period from $17.8 million in the 2006 period, primarily as a result of a decrease of $8.5 million in bonus expense to $1.0 million in the 2007 period from $9.5 million in the 2006 period. Selling, general and administrative expense as a percentage of home sales revenue was 10.3% in the 2007 period compared to 8.5% in the 2006 period.

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Other operating costs consist of losses realized by golf course operations at certain of the Company’s projects which were $0.7 million in the 2006 period with no comparable amount in the 2007 period. Equity in income (loss) from unconsolidated joint ventures was relatively unchanged from the 2006 period to the 2007 period. Minority equity in income of consolidated entities increased to $6.9 million in the 2007 period from $6.3 million in the 2006 period, primarily due to a decrease in the number of joint venture homes closed to 77 in the 2007 period from 143 in the 2006 period, offset by additional income allocated to the Company’s partner’s in certain of the joint venture projects.

The Company incurred financial advisory expenses of $1.6 million in the 2006 period with no comparable amount in the 2007 period due to the tender offer described in “Item 2—Tender Offer and Merger”.

Total interest incurred decreased to $18.7 million in the 2007 period from $20.6 million in the 2006 period, primarily as a result of an increase in the average principal balance of debt outstanding offset by lower average interest rates. All interest incurred was capitalized in the 2007 and 2006 periods.

The Company recorded a benefit for income taxes during the three months ended June 30, 2007 of $0.9 million based on operating losses during the period compared to a provision for income taxes of $19.6 million during the three months ended June 30, 2006.

As a result of the factors outlined above, net loss is $76.9 million in the 2007 period compared to net income of $30.4 million in the 2006 period.

Comparison of Six Months Ended June 30, 2007 to June 30, 2006

Consolidated operating revenue for the six months ended June 30, 2007 was $477.1 million, a decrease of $238.5 million, or 33.3%, from consolidated operating revenue of $715.6 million for the six months ended June 30, 2006. Revenue from sales of wholly-owned homes decreased $220.9 million, or 35.7%, to $398.5 million in the 2007 period from $619.4 million in the 2006 period. This decrease was comprised of (i) a decrease of $157.4 million due to a decrease in the number of wholly-owned homes closed to 854 in 2007 from 1,145 in 2006 and (ii) a decrease of $63.5 million due to a decrease in the average sales price of wholly-owned homes closed to $466,600 in the 2007 period from $541,000 in the 2006 period. Consolidated operating revenue includes revenue from sales of joint ventures due to the adoption of Interpretation No. 46. Revenue from sales of joint venture homes decreased $43.5 million, or 46.0%, to $51.1 million in the 2007 period from $94.6 million in the 2006 period. This decrease was comprised of (i) a decrease of $2.2 million due to a decrease in the average sales price of joint venture homes closed to $444,800 in the 2007 period from $463,600 in the 2006 period and (ii) a decrease of $41.3 million due to a decrease in the number of joint venture homes closed to 115 in 2007 from 204 in 2006. Revenue from sales of lots, land and other was $27.5 million in the 2007 period compared with $1.6 million in the 2006 period, due to the timing of bulk sales of land in certain of the Company’s markets. The decrease in the average sales price of units closed in wholly-owned projects and in joint venture projects was due to a change in product mix and softening of sales in certain of the Company’s markets.

Total operating loss is $74.5 million in the 2007 period compared to operating income of $94.0 million in the 2006 period. The excess of revenue from sales of homes over the related cost of sales (gross margin) decreased by $99.2 million to $71.7 million in the 2007 period from $170.9 million in the 2006 period primarily due to (i) a decrease in the number of homes closed to 969 in the 2007 period from 1,349 in the 2006 period, (ii) a decrease in average sales prices to $464,000 in the 2007 period from $529,300 in the 2006 period and (iii) a decrease in gross margin percentage to 16.0% in the 2007 period from 23.9% in the 2006 period. The decrease in period-over-period gross margin percentage primarily reflects the earlier close out of projects with higher average gross margin percentages, a shift in product mix and the decrease in average sales prices in certain of the Company’s markets. The excess of revenue from sales of lots, land and other over the related cost of sales (gross margin) increased to $2.8 million in the 2007 period from $(1.1) million in the 2006 period primarily due to the bulk sale of land in certain of the Company’s markets. In addition, costs were incurred related to the

40

abandonment and write-off of project pre-acquisition costs and land option deposits for certain of the Company’s potential projects.

Operating costs for the six months ended June 30, 2007 included an impairment loss on real estate assets of $87.7 million. The impairment was primarily attributable to slower than anticipated home sales and lower than anticipated net revenue due to softening market conditions. Accordingly, the real estate assets were written-down to their estimated fair value. Sales and marketing expense increased slightly to $30.7 million in the 2007 period from $29.9 million in the 2006 period primarily due to an increase of $1.5 million in direct selling expenses to $16.6 million in the 2007 period from $15.1 million in the 2006 period offset by a decrease in advertising costs of $0.8 million to $9.9 million in the 2007 period from $10.7 million in the 2006 period. General and administrative expenses decreased by $15.7 million to $20.7 million in the 2007 period from $36.4 million in the 2006 period, primarily as a result of a decrease of $15.4 million in bonus expense to $2.3 million in the 2007 period from $17.7 million in the 2006 period. Selling, general and administrative expense as a percentage of home sales revenue was 11.4% in the 2007 period compared to 9.3% in the 2006 period.

Other operating costs consist of losses realized by golf course operations at certain of the Company’s projects which were $0.1 million in the 2007 period compared to $1.5 million in the 2006 period. Equity in (loss) income from unconsolidated joint ventures was $(0.6) million in the 2007 period compared to $3.6 million in the 2006 period. Minority equity in income of consolidated entities increased to $9.2 million in the 2007 period from $11.5 million in the 2006 period, primarily due to a decrease in the number of joint venture homes closed to 115 in the 2007 period from 204 in the 2006 period, offset by additional income allocated to the Company’s partner’s in certain of the joint venture projects.

The Company incurred financial advisory expenses of $3.1 million in the 2006 period with no comparable amount in the 2007 period due to the tender offer described in “Item 2—Tender Offer and Merger”.

Total interest incurred decreased to $36.2 million in the 2007 period from $39.2 million in the 2006 period, primarily as a result of an increase in the average principal balance of debt outstanding offset by lower average interest rates. All interest incurred was capitalized in the 2007 and 2006 periods.

The provision for income taxes is $31.5 million in the 2007 period compared to $36.5 million in the 2006 period. Effective January 1, 2007, the Company elected to change its tax status to an “S” Corporation from a “C” Corporation, which required the Company to reduce its deferred tax assets by $31.9 million. See Note 7 of “Notes to Consolidated Financial Statements” for further discussion.

As a result of the factors outlined above, net loss is $103.5 million in the 2007 period compared to net income of $56.6 million in the 2006 period.

Financial Condition and Liquidity

The Company provides for its ongoing cash requirements principally from internally generated funds from the sales of real estate, outside borrowings and by forming new joint ventures with venture partners that provide a substantial portion of the capital required for certain projects. The Company currently has outstanding 7 ⁵/8% Senior Notes due 2012, 10 ³/4% Senior Notes due 2013 and 7 ¹/2% Senior Notes due 2014 and maintains secured revolving credit facilities (“Revolving Credit Facilities”). The Company has financed, and may in the future finance, certain projects and land acquisitions with construction loans secured by real estate inventories, seller provided financing and land banking transactions. The Company believes that its current borrowing capacity and increases reasonably available to it, cash on hand and anticipated net cash flows from operations are and will be sufficient to meet its current and reasonably anticipated liquidity needs on both a near-term and long-term basis (and in any event for the next twelve months) for funds to build homes, run its day-to-day operations, acquire land and capital assets and fund its mortgage operations. There is no assurance, however, that future cash flows will be sufficient to meet the Company’s future capital needs. The amount and types of indebtedness that the

41

Company may incur may be limited by the terms of the indentures and credit or other agreements governing the Company’s senior note obligations, revolving credit facilities and other indebtedness.

The ability of the Company to meet its obligations on its indebtedness will depend to a large degree on its future performance which in turn will be subject, in part, to factors beyond its control, such as prevailing economic conditions either nationally or in regions in which the Company operates, the outbreak of war or other hostilities involving the United States, mortgage and other interest rates, changes in prices of homebuilding materials, weather, the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements, availability of labor and homebuilding materials, changes in governmental laws and regulations, the timing of receipt of regulatory approvals and the opening of projects, and the availability and cost of land for future development. The Company cannot be certain that its cash flow will be sufficient to allow it to pay principal and interest on its debt, support its operations and meet its other obligations. If the Company is not able to meet those obligations, it may be required to refinance all or part of its existing debt, sell assets or borrow more money. The Company may not be able to do so on terms acceptable to it, if at all. In addition, the terms of existing or future indentures and credit or other agreements governing the Company’s senior note obligations, revolving credit facilities and other indebtedness may restrict the Company from pursuing any of these alternatives.

7 ⁵/8% Senior Notes

On November 22, 2004, the Company’s 100% owned subsidiary, William Lyon Homes, Inc., a California corporation, (“California Lyon”) closed its offering of $150.0 million principal amount of 7 ⁵/8% Senior Notes due 2012 (the “7 ⁵/8% Senior Notes”). The notes were sold pursuant to Rule 144A. The notes were issued at par resulting in net proceeds to the Company of approximately $148.5 million. California Lyon agreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the notes for publicly tradeable notes having substantially identical terms. On January 12, 2005, the Securities and Exchange Commission declared the registration statement effective and California Lyon commenced an offer to exchange any and all of its outstanding $150.0 million aggregate principal amount of 7 ⁵/8% Senior Notes due 2012, which are not registered under the Securities Act of 1933, for a like amount of its new 7 ⁵/8% Senior Notes due 2012, which are registered under the Securities Act of 1933, upon the terms and subject to the conditions set forth in the prospectus dated January 12, 2005. The exchange offer was completed for $146.5 million principal amount of the 7 ⁵/8% Senior Notes on February 18, 2005. The remaining $3.5 million principal amount of the old notes remains outstanding. The terms of the new notes are identical in all material respects to those of the old notes, except for certain transfer restrictions, registration rights and liquidated damages provisions relating to the old notes. Interest on the 7 ⁵/8% Senior Notes is payable semi-annually on December 15 and June 15 of each year. Based on the current outstanding principal amount of the 7 ⁵/8% Senior Notes, the Company’s semi-annual interest payments are $5.7 million.

Except as set forth in the Indenture governing the 7 ⁵/8% Senior Notes, the 7 ⁵/8% Senior Notes are not redeemable prior to December 15, 2008. Thereafter, the 7 ⁵/8% Senior Notes will be redeemable at the option of California Lyon, in whole or in part, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest, if any. In addition, on or before December 15, 2007, California Lyon may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price equal to 107.625% of the principal amount, plus accrued and unpaid interest, if any.

10 ³/4% Senior Notes

California Lyon filed a Registration Statement on Form S-3 with the Securities and Exchange Commission for the sale of $250.0 million of Senior Notes due 2013 (the “10 ³/4% Senior Notes”) which became effective on March 12, 2003. The offering closed on March 17, 2003 and was fully subscribed and issued. The notes were issued at a price of 98.493% to the public, resulting in net proceeds to the Company of approximately $246.2 million. The purchase price reflected a discount to yield 11% under the effective interest method and the notes

42

have been reflected net of the unamortized discount in the accompanying consolidated balance sheet. Interest on the 10 ³/4% Senior Notes is payable on April 1 and October 1 of each year. Based on the current outstanding principal amount of the 10 ³/4% Senior Notes, the Company’s semi-annual interest payments are $13.4 million.

Except as set forth in the Indenture governing the 10 ³/4% Senior Notes, the 10 ³/4% Senior Notes are not redeemable prior to April 1, 2008. Thereafter, the 10 ³/4% Senior Notes will be redeemable at the option of California Lyon, in whole or in part, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest, if any. In addition, on or before April 1, 2006, California Lyon may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price equal to 110.75% of the principal amount, plus accrued and unpaid interest, if any.

7 ¹/2% Senior Notes

On February 6, 2004, California Lyon closed its offering of $150.0 million principal amount of 7 ¹/2% Senior Notes due 2014 (the “7 ¹/2% Senior Notes”). The notes were sold pursuant to Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The notes were issued at par, resulting in net proceeds to the Company of approximately $147.6 million. California Lyon agreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the notes for publicly tradeable notes having substantially identical terms. On July 16, 2004, the Securities and Exchange Commission declared the registration statement effective and California Lyon commenced an offer to exchange any and all of its outstanding $150.0 million aggregate principal amount of 7 ¹/2% Senior Notes due 2014, which are not registered under the Securities Act of 1933, for a like amount of its new 7 ¹/2% Senior Notes due 2014, which are registered under the Securities act of 1933, upon the terms and subject to the conditions set forth in the prospectus dated July 16, 2004. The exchange offer was completed for the full principal amount of the 7 ¹/2% Senior Notes on August 17, 2004. The terms of the new notes are identical in all material respects to those of the old notes, except for certain transfer restrictions, registration rights and liquidated damages provisions relating to the old notes. Interest on the 7 ¹/2% Senior Notes is payable on February 15 and August 15 of each year. Based on the current outstanding principal amount of 7 ¹/2% Senior Notes, the Company’s semi-annual interest payments are $5.6 million.

Except as set forth in the Indenture governing the 7 ¹/2% Senior Notes, the 7 ¹/2% Senior Notes are not redeemable prior to February 15, 2009. Thereafter, the 7 ¹/2% Senior Notes will be redeemable at the option of California Lyon, in whole or in part, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest, if any. In addition, on or before February 15, 2007, California Lyon may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price equal to 107.50% of the principal amount, plus accrued and unpaid interest, if any.

*  *  *  *  *

The 7 ⁵/8% Senior Notes, the 10 ³/4% Senior Notes and the 7 ¹/2% Senior Notes (collectively, the “Senior Notes”) are senior unsecured obligations of California Lyon and are unconditionally guaranteed on a senior unsecured basis by William Lyon Homes, a Delaware corporation (“Delaware Lyon”), which is the parent company of California Lyon, and all of Delaware Lyon’s existing and certain of its future restricted subsidiaries. The Senior Notes and the guarantees rank senior to all of the Company’s and the guarantors’ debt that is expressly subordinated to the Senior Notes and the guarantees, but are effectively subordinated to all of the Company’s and the guarantors’ senior secured indebtedness to the extent of the value of the assets securing that indebtedness.

Upon a change of control as described in the respective Indentures governing the Senior Notes (the “Senior Notes Indentures”), California Lyon will be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any.

43

If the Company’s consolidated tangible net worth falls below $75.0 million for any two consecutive fiscal quarters, California Lyon will be required to make an offer to purchase up to 10% of each class of Senior Notes originally issued at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest, if any.

California Lyon is 100% owned by Delaware Lyon. Each subsidiary guarantor is 100% owned by California Lyon or Delaware Lyon. All guarantees of the Senior Notes are full and unconditional and all guarantees are joint and several. There are no significant restrictions on the ability of Delaware Lyon or any guarantor to obtain funds from subsidiaries by dividend or loan.

The Senior Notes Indentures contain covenants that limit the ability of Delaware Lyon and its restricted subsidiaries to, among other things: (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase its stock; (iii) make investments; (iv) sell assets; (v) incur liens; (vi) enter into agreements restricting the ability of Delaware Lyon’s restricted subsidiaries (other than California Lyon) to pay dividends; (vii) enter into transactions with affiliates; and (viii) consolidate, merge or sell all or substantially all of Delaware Lyon’s and California Lyon’s assets. These covenants are subject to a number of important exceptions and qualifications as described in the Senior Notes Indentures.

The foregoing summary is not a complete description of the Senior Notes and is qualified in its entirety by reference to the Senior Notes Indentures.

The net proceeds of the offerings were used to repay amounts outstanding under revolving credit facilities and other indebtedness. The remaining proceeds were used to pay fees and commissions related to the offering and for other general corporate purposes.

At June 30, 2007, the Company had approximately $272.2 million of secured indebtedness, (excluding approximately $64.8 million of secured indebtedness of consolidated entities) and approximately $175.7 million of additional secured indebtedness available to be borrowed under the Company’s credit facilities, as limited by the Company’s borrowing base formulas.

Revolving Credit Facilities

As of June 30, 2007, the Company has seven revolving credit facilities which have an aggregate maximum loan commitment of $560.0 million, (including one facility of $150.0 million, one of $100.0 million, one of $90.0 million, one of $70.0 million and three of $50.0 million each), and mature at various dates through 2008. The revolving credit facilities have similar characteristics. The Company may borrow amounts, subject to applicable borrowing base and concentration limitations, as defined. During the last year of the term of each facility, the commitment amount will decrease ratably until the commitment under each facility is reduced to zero by the final maturity date, as defined in each respective agreement.

Availability under each credit facility is subject not only to the maximum amount committed under the respective facility, but also to both various borrowing base and concentration limitations. The borrowing base limits lender advances to certain agreed percentages of asset value. The allowed percentage generally increases as the asset progresses from land under development to residence subject to contract of sale. Advances for each type of collateral become due in whole or in part, subject to possible re-borrowing, and/or the collateral becomes excluded from the borrowing base, after a specified period or earlier upon sale. Concentration limitations further restrict availability under the credit facilities. The effect of these borrowing base and concentration limitations essentially is to mandate minimum levels of the Company���s investment in a project, with higher percentages of investment required at earlier phases of a project, and with greater absolute dollar amounts of investment required as a project progresses. Each revolving credit facility is secured by deeds of trust on the real property and improvements thereon owned by the Company in the subdivision project(s) approved by the respective lender, as well as pledges of all net sale proceeds, related contracts and other ancillary property. Also, each credit facility includes financial covenants, which may limit the amount that may be borrowed thereunder. Outstanding

44

advances bear interest at various rates, which approximate the prime rate. As of June 30, 2007, $229.9 million was outstanding under these credit facilities, with a weighted-average interest rate of 7.849%, and the undrawn availability was $175.7 million as limited by the borrowing base formulas. Interest on the revolving credit facilities is calculated on the average principal balance outstanding and is paid following the end of each month. During the three and six months ended June 30, 2007, the Company borrowed $238.1 million and $460.5 million, respectively, and repaid $197.7 million and $376.5 million, respectively, under these facilities. The maximum amount outstanding was $229.9 million and the weighted average borrowings were $173.3 million and $206.1 million, respectively, during the three and six months ended June 30, 2007. Interest incurred on the revolving credit facilities for the three and six months ended June 30, 2007 was $4.1 million and $6.9 million, respectively. The Company routinely makes borrowings under its revolving credit facilities in the ordinary course of business within the maximum aggregate loan commitment amounts to fund its operations, including its land acquisition and home building activities, and repays such borrowings, as required by the credit facilities, with the net sales proceeds of sales of the real property, including homes, which secure the applicable credit facility.

Under the revolving credit facilities, the Company is required to comply with a number of covenants, the most restrictive of which require Delaware Lyon to maintain:

• A tangible net worth, as defined, of $200.0 million, adjusted upwards quarterly by 50% of Delaware Lyon’s quarterly net income after June 30, 2004;

• A ratio of total liabilities to tangible net worth, each as defined, of less than 3.25 to 1; and

• Minimum liquidity, as defined, of at least $20.0 million.

As of and for the period ending June 30, 2007, the Company is in compliance with these covenants.

Construction Notes Payable

At June 30, 2007, the Company had construction notes payable on certain consolidated entities amounting to $64.8 million. The construction notes have various maturity dates and bear interest at rates ranging from 3% to prime plus 0.25% at June 30, 2007. Interest is calculated on the average daily balance and is paid following the end of each month.

Seller Financing

At June 30, 2007, the Company had $17.3 million of notes payable outstanding related to land acquisitions for which seller financing was provided. The seller financing notes are due at various dates through 2008 and bear interest of 12.0% at June 30, 2007. Interest is calculated on the average principal balance outstanding and is accrued and paid when the financing is repaid.

Revolving Mortgage Warehouse Credit Facilities

The Company, through its mortgage subsidiary and one of its unconsolidated joint ventures, has entered into two revolving mortgage warehouse credit facilities with banks to fund its mortgage origination operations. The original credit facility, which matures in May 2008, provides for revolving loans of up to $30.0 million outstanding, $20.0 million of which is committed (lender obligated to lend if stated conditions are satisfied) and $10.0 million is not committed (lender advances are optional even if stated conditions are otherwise satisfied). However, as in the past the Company expects the maturity to be extended by the lender at each maturity date for an additional year. The Company’s mortgage subsidiary and one of its unconsolidated joint ventures entered into an additional $45.0 million credit facility which matures in November 2007. The Company expects the maturity to be extended by the lender at each maturity date for an additional year. Mortgage loans are generally held for a short period of time and are typically sold to investors within 7 to 15 days following funding. The facilities are secured by substantially all of the assets of each of the borrowers, including the mortgage loans held for sale, all rights of each of the borrowers with respect to contractual obligations of third party investors to purchase such

45

mortgage loans, and all proceeds of sale of such mortgage loans. The facilities, which have LIBOR based pricing, also contain certain financial covenants requiring the borrowers to maintain minimum tangible net worth, leverage, profitability and liquidity. These facilities are non-recourse and are not guaranteed by the Company. At June 30, 2007 the outstanding balance under these facilities was $24.9 million.

Land Banking Arrangements

The Company enters into purchase agreements with various land sellers. In some instances, and as a method of acquiring land in staged takedowns, thereby minimizing the use of funds from the Company’s revolving credit facilities and other corporate financing sources and limiting the Company’s risk, the Company transfers its right in such purchase agreements to entities owned by third parties (land banking arrangements). These entities use equity contributions and/or incur debt to finance the acquisition and development of the lots. The entities grant the Company an option to acquire lots in staged takedowns. In consideration for this option, the Company makes a non-refundable deposit of 15% to 25% of the total purchase price. Additionally, the Company may be subject to other penalties if lots are not acquired. The Company is under no obligation to purchase the balance of the lots, but would forfeit remaining deposits and be subject to penalties if the lots were not purchased. The Company does not have legal title to these entities or their assets and has not guaranteed their liabilities. These land banking arrangements help the Company manage the financial and market risk associated with land holdings. The use of these land banking arrangements is dependent on, among other things, the availability of capital to the option provider, general housing market conditions and geographic preferences. As described in Note 2 of “Notes to Consolidated Financial Statements”, Interpretation No. 46, requires the consolidation of the assets, liabilities and operations of four of the Company’s land banking arrangements including, as of June 30, 2007, real estate inventories of $49.2 million. The Company participates in one land banking arrangement, which is not a VIE in accordance with Interpretation No. 46, and is not consolidated as of June 30, 2007 and December 31, 2006. The deposits related to the unconsolidating land banking arrangement have been recorded in the accompanying consolidated balance sheet.

In addition, the Company participates in another land banking arrangement, which is not a VIE in accordance with Interpretation No. 46, but is consolidated in accordance with SFAS No. 49,Accounting for Product Financing Arrangements, (“FAS 49”). Under the provisions of FAS 49, the Company has determined it is economically compelled, based on certain factors, to purchase the land in the land banking arrangement, and therefore, must record the remaining purchase price of the land of $102.2 million, which is included in real estate inventories not owned and liabilities from inventories not owned in the accompanying balance sheet.

Summary information with respect to the Company’s consolidated and unconsolidated land banking arrangements is as follows as of June 30, 2007 (dollars in thousands):

	Consolidated		Unconsolidated
Total number of land banking projects		5		1
Total number of lots		1,074		323
Total purchase price	$	271,178	$	64,000
Balance of lots still under option and not purchased:
Number of lots		790		270
Purchase price	$	185,302	$	53,433
Forfeited deposits if lots were not purchased	$	35,901	$	12,457

Joint Venture Financing

The Company and certain of its subsidiaries are general partners or members in joint ventures involved in the development and sale of residential projects. As described more fully in Note 2 of “Notes to Consolidated

46

Financial Statements”, in accordance with Interpretation No. 46 certain joint ventures have been determined to be variable interest entities in which the Company is considered the primary beneficiary. Accordingly, the assets, liabilities and operations of these joint ventures have been consolidated with the Company’s financial statements. The financial statements of joint ventures in which the Company is not considered the primary beneficiary are not consolidated with the Company’s financial statements. The Company’s investments in unconsolidated joint ventures are accounted for using the equity method because the Company has a 50% or less voting or economic interest (and thus such joint ventures are not controlled by the Company). Income allocations and cash distributions to the Company from the unconsolidated joint ventures are based on predetermined formulas between the Company and its joint venture partners as specified in the applicable partnership or operating agreements. The Company generally receives, after partners’ priority returns and returns of partners’ capital, approximately 50% of the profits and cash flows from joint ventures. See Note 2 of “Notes to Consolidated Financial Statements” for condensed combined financial information for the joint ventures whose financial statements have been consolidated with the Company’s financial statements. See Note 4 of “Notes to Consolidated Financial Statements” for condensed combined financial information for the unconsolidated joint ventures. Based upon current estimates, substantially all future development and construction costs incurred by the joint ventures will be funded by the venture partners or from the proceeds of construction financing obtained by the joint ventures.

As of June 30, 2007, the Company’s investment in and advances to unconsolidated joint ventures was $7.6 million and the venture partners’ investment in such joint ventures was $1.2 million. As of June 30, 2007, these joint ventures had obtained financing from construction lenders which amounted to $38.5 million of outstanding indebtedness.

Assessment District Bonds

In some jurisdictions in which the Company develops and constructs property, assessment district bonds are issued by municipalities to finance major infrastructure improvements and fees. Such financing has been an important part of financing master-planned communities due to the long-term nature of the financing, favorable interest rates when compared to the Company’s other sources of funds and the fact that the bonds are sold, administered and collected by the relevant government entity. As a landowner benefited by the improvements, the Company is responsible for the assessments on its land. When the Company’s homes or other properties are sold, the assessments are either prepaid or the buyers assume the responsibility for the related assessments.

Cash Flows — Comparison of Six Months Ended June 30, 2007 to Six Months Ended June 30, 2006

Net cash used in operating activities decreased to $8.0 million in the 2007 period from $65.7 million in the 2006 period. The change was primarily as a result of (i) decreased expenditures in real estate inventories-owned to $80.4 million in the 2007 period from $164.8 million in the 2006 period, (ii) a decrease in net changes in accrued expenses to a decrease of $51.5 million in the 2007 period from a decrease of $109.2 million in the 2006 period, (iii) a decrease in net changes in receivables to an increase of $80.6 million in the 2007 period from an increase of $101.6 million in the 2006 period, (iv) impairment loss on real estate assets of $87.7 million in the 2007 period with no comparable amount in the 2006 period and (v) a decrease in net (loss) income to a net loss of $103.5 million in the 2007 period from net income of $56.6 million in the 2006 period.

The decrease in real estate inventories is primarily attributable to a decrease in land acquisitions and construction costs attributable to softening market conditions and a decrease in closings to 969 in the 2007 period from 1,349 in the 2006 period.

The increase in net changes in accrued expenses is primarily attributable to (i) a net decrease in accrued bonus expense of $29.8 million during the 2007 period from a balance of $39.4 million as of December 31, 2006 compared to $9.6 million as of June 30, 2007 and (ii) a net decrease in income taxes payable of $6.8 million during the 2007 period from a balance of $4.1 million as of December 31, 2006 compared to $(2.7) million as of

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June 30, 2007. Comparatively, during the 2006 period, the net change in accrued expenses consisted of a net decrease in income taxes payable of $30.0 million from a balance of $35.5 million as of December 31, 2005 compared to $5.5 million as of June 30, 2006 and a net decrease in accrued bonus expense of $38.5 million during the 2006 period, from a balance of $71.8 million as of December 31, 2005 compared to $33.3 million as of June 30, 2006. The changes identified above during the first six months of the periods ending June 30, 2007 and 2006 are recurring in nature and are attributable to the timing of bonus payments and estimated income tax payments made each year, offset by normal accruals for the period.

The increase in net changes in receivables is attributable to a decrease in escrow proceeds receivable of $43.2 million during the 2007 period, from a balance of $47.3 million as of December 31, 2006 to a balance of $4.1 million as of June 30, 2007 compared to a net decrease of $76.3 million during the 2006 period, from a balance of $84.3 million as of December 31, 2005 to a balance of $8.1 million as of June 30, 2006. The large balance as of December 31, 2006 and 2005 was temporary in nature and primarily due to a significant increase in the number of homes closed in the last five days of the year of 192 in 2006 and 254 in 2005 where the homes had closed escrow but the Company had not yet received the funds from the escrow and title companies. The entire balance of escrow proceeds receivable at December 31, 2006 and 2005 was collected within the first few days of the following period. The remaining decrease in the change in receivables is primarily attributable to a net decrease in first trust deed mortgage notes receivables of $34.1 million during the 2007 period to $25.6 million as of June 30, 2007 from $59.7 million as of December 31, 2006 compared to a net decrease in first trust deed mortgage notes receivables of $27.2 million during the 2006 period to $20.6 million as of June 30, 2006 from $47.8 million as of December 31, 2005. This increase was also attributable to the significant number of homes closed in the last week of the year in 2006 and 2005 as described above. Substantially all of the balance of first trust deed mortgage notes receivables was collected in the first few days of January 2007 and 2006 when the loans were sold to third party investors.

The successful issuance of the 10 ³/4% Senior Notes in 2003 and the 7 ¹/2% Senior Notes and 7 ⁵/8% Senior Notes in 2004, offset by the repayment of the 12 ¹/2% Senior Notes, provided the Company with increased financial resources. The risks inherent in purchasing and developing land increase as consumer demand for housing decreases. Thus, the Company may have bought and developed land on which it cannot profitably build and sell homes. The market value of land, building lots and housing inventories can fluctuate significantly as a result of changing market conditions. In addition, inventory carrying costs can be significant and can result in losses in a poorly performing project or market. In the event of significant changes in economic or market conditions, the Company may have to sell homes at significantly lower margins or at a loss.

Net cash used in investing activities increased to $5.3 million in the 2007 period from $1.4 million in the 2006 period. The change was primarily as a result of an increase in net investments in and advances to unconsolidated joint ventures to $4.6 million in the 2007 period from $0.01 million in the 2006 period and a decrease in purchases of property and equipment of $0.7 million to $0.6 million in the 2007 period from $1.3 million in the 2006 period.

Net cash provided by financing activities decreased from $42.4 million in the 2006 period to $9.6 million in the 2007 period, primarily as a result of minority interest distributions of $71.0 million in the 2006 period compared to minority interest distributions of $42.5 million in the 2007 period and a decrease in net borrowings on notes payable to $33.0 million in the 2007 period from $113.0 million in the 2006 period.

Off-Balance Sheet Arrangements

The Company enters into certain off-balance sheet arrangements including joint venture financing, option arrangements, land banking arrangements and variable interests in consolidated and unconsolidated entities. These arrangements are more fully described above and in Notes 2, 4 and 9 to Consolidated Financial Statements. In addition, the Company is party to certain contractual obligations, including land purchases and project commitments, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

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Description of Projects

The Company’s homebuilding projects usually take two to five years to develop. The following tables presents project information to each of the Company’s homebuilding divisions.

Project (County) Product	Year of First Delivery	Estimated Number of Homes at Completion(1)	Cumulative Units Closed as of June 30, 2007	Backlog at June 30, 2007(2)(3)	Lots Owned as of June 30, 2007	Homes Closed for the Period Ended June 30, 2007	Sales Price Range(5)
SOUTHERN CALIFORNIA COASTAL REGION
ORANGE COUNTY DIVISION
Wholly-Owned:
Irvine:
Garland Park	2005	166	166	0	0	2	$579,000—717,000
San Carlos	2007	152	17	12	3	17	$390,000—545,000
Columbus Grove:
Lantana	2006	102	40	36	62	1	$815,000—895,000
Kensington	2006	63	42	8	21	12	$690,000—850,000
Tustin:
Columbus Grove/Columbus Square:
Clarendon	2007	102	42	41	60	42	$270,000—655,000
Astoria(6)	2007	102	7	18	91	7	$850,000—925,000
Mirabella	2008	60	0	0	60	0	$660,000—820,000
Cambridge Lane	2007	156	27	31	129	27	$56,000—560,000
Ainsley Park	2008	84	0	0	84	0	$625,000—725,000
Ciara(6)	2007	67	20	14	47	20	$1,200,000—1,420,000
Verandas	2007	97	0	25	97	0	$678,000—735,000
Ladera Ranch:
Amarante II	2006	18	18	0	0	3	$1,056,000—1,140,000
Bellataire	2005	52	52	0	0	4	$1,220,000—1,260,000
Bellataire II	2006	23	23	0	0	1	$1,195,000—1,230,000
San Clemente:
Alora	2008	49	0	0	49	0	$1,150,000—1,250,000
San Juan Capistrano:
Floralisa	2005	80	55	13	25	1	$1,275,000—1,295,000
Estrella Rosa	2006	40	34	5	6	12	$1,675,000—1,725,000
TOTAL ORANGE COUNTY		1,413	543	203	734	149
LOS ANGELES DIVISION
Wholly-Owned:
Moorpark:
Meridian Hills:
Ashford	2006	125	10	11	115	6	$780,000—890,000
Marquis	2007	123	11	14	112	11	$830,000—975,000
Brighton (Affordable)	2008	17	0	0	17	0	$105,000—272,000
Los Angeles:
Arboreta at Rainbird
Vintage	2008	87	0	0	87	0	$505,000—605,000
Tradition	2008	53	0	0	53	0	$720,000—800,000
TOTAL LOS ANGELES . . . . . . . . . . . . .		405	21	25	384	17
URBAN DEVELOPMENT DIVISION
Wholly-Owned:
Hawthorne:
360 South Bay(6):
The Flats	2008	188	0	0	188	0	$495,000—680,000
The Lofts	2008	123	0	0	123	0	$525,000—760,000
The Rows	2008	94	0	0	94	0	$700,000—810,000
The Courts	2008	118	0	0	118	0	$635,000—795,000
The Gardens	2008	102	0	0	102	0	$755,000—980,000
Azusa:
Sage Court at Rosedale	2008	176	0	0	28	0	$450,000—550,000
Gardenia at Rosedale	2008	147	0	0	25	0	$480,000—570,000
TOTAL URBAN DEVELOPMENT . . . .		948	0	0	678	0

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Project (County) Product	Year of First Delivery	Estimated Number of Homes at Completion(1)	Cumulative Units Closed as of June 30, 2007	Backlog at June 30, 2007(2)(3)	Lots Owned as of June 30, 2007	Homes Closed for the Period Ended June 30, 2007	Sales Price Range(5)
SAN DIEGO DIVISION
Wholly-Owned:
San Diego:
Promenade North	2006	168	13	33	155	7	$370,000—500,000
Alcala Del Sur	2005	83	49	23	34	18	$660,000—710,000
Maybeck	2006	120	12	25	108	7	$700,000—785,000
Sunset Cove	2007	77	0	12	77	0	$490,000—500,000
Levanto	2008	100	0	0	100	0	$420,000—505,000
Santee:
Altair	2008	85	0	0	85	0	$400,000—435,000
Total Wholly-Owned: . . . . . . . . . . . . . . . .		633	74	93	559	32
Joint Ventures:
San Diego:
Ravenna	2005	199	175	24	24	27	$453,000—513,000
Amante	2005	127	118	9	9	12	$511,000—577,000
Treviso	2005	186	126	8	60	24	$340,000—450,000
Chula Vista:
Belleza at San Miguel Village	2005	195	195	0	0	9	$360,000—420,000
Total Joint Ventures: . . . . . . . . . . . . . . . . .		707	614	41	93	72
TOTAL SAN DIEGO		1,340	688	134	652	104
SOUTHERN CALIFORNIA COASTAL REGION COMBINED TOTAL
Wholly-Owned		3,399	638	321	2,355	198
Joint Ventures		707	614	41	93	72
		4,106	1,252	362	2,448	270
NORTHERN CALIFORNIA REGION
BAY AREA/CENTRAL VALLEY DIVISION
Wholly-Owned:
Contra Costa County:
Seagate at Bayside, Hercules	2005	96	88	5	8	8	$615,000—727,000
Rivergate I & II, Antioch	2006	167	107	8	60	3	$458,000—5288,000
Vista Del Mar, Pittsburgh
Vineyard(6)	2007	155	0	1	155	0	$650,000—710,000
Victory(6)	2007	129	0	0	129	0	$680,000—745,000
San Joaquin County:
Seasons, Stockton	2005	145	145	0	0	7	$473,000—533,000
Stanislaus County:
Falling Leaf, Modesto
Trails	2006	100	14	11	86	9	$260,000—325,000
Groves .	2006	131	19	13	112	10	$273,000—308,000
Meadows	2006	83	10	2	73	3	$356,000—421,000
Total Wholly-Owned		1,006	383	40	623	40
Joint Ventures:
Contra Costa County:
Vista Del Mar, Pittsburgh
Villages	2007	102	11	12	91	11	$303,000—502,000
Venue	2007	132	16	10	116	16	$363,000—629,000
Monterey County:
East Garrison	2008	604	0	0	604	0
Total Joint Ventures:		838	27	22	811	27
TOTAL BAY AREA/CENTRAL VALLEY		1,844	410	62	1,434	67

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Project (County) Product	Year of First Delivery	Estimated Number of Homes at Completion(1)	Cumulative Units Closed as of June 30, 2007	Backlog at June 30, 2007(2)(3)	Lots Owned as of June 30, 2007	Homes Closed for the Period Ended June 30, 2007	Sales Price Range(5)
SACRAMENTO DIVISION
Wholly-Owned:
San Joaquin County:
Ironwood III, Lathrop	2005	109	109	0	0	2	$490,000—571,000
Placer County:
Shady Lane at Whitney Ranch, Rocklin	2006	96	31	4	65	10	$400,000—426,000
Twin Oaks at Whitney Ranch, Rocklin	2006	92	13	5	79	6	$526,000—558,000
Sacramento County:
Verona at Anatolia, Rancho Cordova	2005	79	53	7	26	7	$400,000—425,000
Marquee at Fair Oaks	2007	190	0	1	190	0	$375,000—431,000
Total Wholly-Owned: .		566	206	17	360	25
Joint Ventures:
Sacramento County:
Big Horn, Elk Grove
Plaza Walk .	2005	106	59	3	47	6	$299,000—360,000
Gallery Walk .	2005	149	81	8	68	10	$210,000—299,000
Total Joint Ventures: .		255	140	11	115	16
TOTAL SACRAMENTO		821	346	28	475	41
NORTHERN CALIFORNIA REGION COMBINED TOTAL
Wholly-Owned		1,572	589	57	983	65
Joint Ventures		1,093	167	33	926	43
		2,665	756	90	1,909	108
INLAND EMPIRE REGION
Wholly-Owned:
Riverside County:
Parkside/Vander Stelt, Corona	2007	122	51	11	71	33	$511,000—629,000
Kasbergen/Serafina, North Corona	2007	314	138	26	176	108	$323,000—413,000
Bridle Creek, Corona	2003	274	210	13	64	10	$573,000—761,000
Sequoia at Wolf Creek, Temecula	2005	125	121	3	4	24	$392,000—438,000
Savannah at Harveston Ranch, Temecula	2005	162	97	14	65	21	$294,000—346,000
San Bernardino County:
The Peaks at Citrus Heights, Fontana	2005	150	150	0	0	16	$597,000—680,000
Adelina, Fontana .	2008	109	0	0	109	0	$310,000—386,000
Rosabella, Fontana	2008	114	0	0	114	0	$356,000—391,000
Amador, Rancho Cucamonga .	2007	99	0	11	99	0	$324,000—396,000
Vintner’s Grove, Rancho Cucamonga
Sollara SFD	2007	78	0	0	78	0	$486,000—576,000
Canela Triplex	2007	78	0	0	78	0	$351,000—421,000
Chapman Heights, Yucaipa
Braeburn	2005	113	77	10	36	12	$519,000—559,000
Crofton	2005	140	103	16	37	13	$403,000—433,000
Westland	2005	79	79	0	0	4	$498,000—521,000
Vista Bella	2009	108	0	0	108	0	$264,000—295,000
Redcort	2009	90	0	0	90	0	$298,000—323,000
INLAND EMPIRE REGION TOTAL		2,155	1,026	104	1,129	241
ARIZONA REGION
Wholly-Owned:
Maricopa County:
Sonoran Foothills, Phoenix
Desert Crown	2004	124	124	0	0	1	$441,000—544,000
Desert Sierra	2004	212	212	0	0	1	$249,000—307,000
Copper Canyon Ranch, Surprise
Sunset Point	2004	282	274	7	8	14	$287,000—383,000
El Sendero Hills	2004	188	185	3	3	10	$377,000—470,000
Talavera, Phoenix . . . . . . . . . . . . . . . . . .	2006	134	97	21	37	51	$256,000—332,000
Coldwater Ranch, Maricopa County . . .	2008	368	0	0	368	0	$167,000—218,000

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Project (County) Product	Year of First Delivery	Estimated Number of Homes at Completion(1)	Cumulative Units Closed as of June 30, 2007	Backlog at June 30, 2007(2)(3)	Lots Owned as of June 30, 2007	Homes Closed for the Period Ended June 30, 2007	Sales Price Range(5)
Lehi Crossing, Mesa	2009	855	0	0	552	0	$225,000—306,000
Rancho Mercado, Phoenix	2009	1,889	0	0	1,889	0	$198,000—280,000
Hastings Property, Queen Creek	2008	631	0	0	631	0	$174,000—440,000
Lyon’s Gate, Gilbert:
Pride	2006	650	175	78	475	71	$199,000—222,000
Savanna	2006	174	84	26	90	35	$209,000—295,000
Sahara	2006	169	84	14	85	41	$293,000—379,000
Acacia	2007	365	0	17	365	0	$221,000—301,000
Future Products	2007	213	0	0	213	0
Total Wholly-Owned:		6,254	1,235	166	4,716	224
Joint Ventures:
Maricopa County:
Circle G at the Church Farm North	2009	1,745	0	0	1,745	0	$173,000—441,000
Total Joint Ventures:		1,745	0	0	1,745	0
ARIZONA REGION TOTAL		7,999	1,235	166	6,461	224
NEVADA REGION
Wholly-Owned:
Clark County:
Summerlin, Las Vegas
The Lyon Collection	2005	79	79	0	0	5	$624,000—659,000
Kingwood	2006	100	43	4	57	14	$385,000—471,000
North Las Vegas
The Cottages	2004	360	287	4	73	16	$202,000—232,000
La Tierra	2006	67	47	4	20	15	$315,000—345,000
Tierra Este	2007	126	0	0	126	0	$275,000—305,000
Carson Ranch, Las Vegas
West Series I	2005	71	67	0	4	0	$395,000—430,000
West Series II	2005	59	43	4	16	14	$406,000—511,000
East Series I	2007	103	41	2	62	11	$355,000—440,000
East Series II	2007	58	0	4	58	0	$406,000—461,000
West Park, Las Vegas
Villas	2006	191	22	16	169	5	$283,000—325,000
Courtyards	2006	113	21	13	92	7	$330,000—410,000
Mesa Canyon, Las Vegas	2009	49	0	0	49	0	$410,000—446,000
The Lyon Estates, Las Vegas	2008	129	0	0	129	0	$635,000—700,000
Mountain Falls, Pahrump:
Cascata	2005	147	137	0	10	2	$216,000—238,000
Tramonto	2005	212	146	5	66	10	$256,000—291,000
Tramonto Continuation	2010	91	0	0	91	0
Bella Sera	2005	129	78	9	51	9	$312,000—352,000
Cascata Ancora	2007	118	18	9	100	18	$196,000—218,000
Entrata	2007	96	0	0	0	0	$187,000—208,000
NEVADA REGION TOTAL		2,298	1,029	74	1,173	126
GRAND TOTALS:
Wholly-Owned . . . . . . . . . . . . . . . . . . . .		15,678	4,517	722	10,356	854
Joint Ventures . . . . . . . . . . . . . . . . . . . . .		3,545	781	74	2,764	115
		19,223	5,298	796	13,120	969

(1) The estimated number of homes to be built at completion is subject to change, and there can be no assurance that the Company will build these homes.

(2) Backlog consists of homes sold under sales contracts that have not yet closed, and there can be no assurance that closings of sold homes will occur.

(3) Of the total homes subject to pending sales contracts as of June 30, 2007, 762 represent homes completed or under construction and 34 represent homes not yet under construction.

(4) Lots owned as of June 30, 2007 include lots in backlog at June 30, 2007.

(5) Sales price range reflects base price only and excluded any lot premium, buyer incentive and buyer selected options, which vary from project to project.

(6) All or a portion of the lots in this project are not owned as of June 30, 2007. The Company consolidated the purchase price of the lots in accordance with Interpretation No. 46, and considers the lots owned at June 30, 2007.

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Income Taxes

Effective January 1, 2007, the Company made an election in accordance with federal and state regulations to be taxed as an “S” corporation rather than a “C” corporation. Under this election, the Company’s taxable income flows through to and is reported on the personal tax returns of its shareholders. The shareholders are responsible for paying the appropriate taxes based on this election. The Company does not pay any federal taxes under this election and is only required to pay certain state taxes based on a rate of approximately 1.5% of taxable income. As a result of this election, the Company’s provision for income taxes for the three months ended March 31, 2007 included a reduction of deferred tax assets of $31.9 million due to the elimination of any future tax benefit by the Company from such assets. In addition, unused recognized built in losses in the amount of $19.4 million are no longer available to the Company.

Effective January 1, 2007, the company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be considered “more-likely-than-not” to be sustained upon examination by taxing authorities. The Company has taken positions in certain taxing jurisdictions for which it is more likely than not that previously unrecognized tax benefits will be recognized. In accordance with the provisions of FIN 48, effective January 1, 2007, the Company recorded an income tax refund receivable of $5.7 million and recognized the associated tax benefit as an increase in additional paid-in capital. In connection therewith, the Company recorded interest receivable of $1.1 million and recognized the associated tax benefit as an increase in retained earnings.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to U.S. federal income tax examination for calendar tax years ending 2002 through 2006. The Company is subject to various state income tax examinations for calendar tax years ending 2001 through 2006.

The Company currently is under income tax examination by the Internal Revenue Service for years ended December 31, 2002 and 2003 and under state income tax examination in the states of California and Arizona for years ended December 31, 2001 through 2003.

Inflation

The Company’s revenues and profitability may be affected by increased inflation rates and other general economic conditions. In periods of high inflation, demand for the Company’s homes may be reduced by increases in mortgage interest rates. Further, the Company’s profits will be affected by its ability to recover through higher sales prices increases in the costs of land, construction, labor and administrative expenses. The Company’s ability to raise prices at such times will depend upon demand and other competitive factors.

Related Party Transactions

See Note 6 of the Notes to Consolidated Financial Statements for a description of the Company’s transactions with related parties.

Critical Accounting Polices

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and costs and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those which impact its most critical accounting policies. Management bases its estimates and judgments on historical experience and on various other

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factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, the Company’s most critical accounting policies are real estate inventories and cost of sales; impairment of real estate inventories; sales and profit recognition; and variable interest entities. Since December 31, 2006, there have been no changes in the Company’s most critical accounting policies and no material changes in the assumptions and estimates used by management.

Recently Issued Accounting Standards

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements, (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. FAS 157 is not expected to materially affect how the Company determines fair value.

Forward-Looking Statements

Investors are cautioned that certain statements contained in this Quarterly Report on Form 10-Q, as well as some statements by the Company in periodic press releases and some oral statements by Company officials to securities analysts and stockholders during presentations about the Company are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “hopes”, and similar expressions constitute forward-looking statements. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future Company actions, which may be provided by management are also forward-looking statements as defined in the Act. Forward-looking statements are based upon expectations and projections about future events and are subject to assumptions, risks and uncertainties about, among other things, the Company, economic and market factors and the homebuilding industry.

Actual events and results may differ materially from those expressed or forecasted in the forward-looking statements due to a number of factors. The principal factors that could cause the Company’s actual performance and future events and actions to differ materially from such forward-looking statements include, but are not limited to, changes in general economic conditions either nationally or in regions in which the Company operates, terrorism or other hostilities involving the United States, whether an ownership change occurred which could, under certain circumstances, have resulted in the limitation of the Company’s ability to offset prior years’ taxable income with net operating losses, changes in home mortgage interest rates, changes in generally accepted accounting principles or interpretations of those principles, changes in prices of homebuilding materials, labor shortages, adverse weather conditions, the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements, changes in governmental laws and regulations, whether the Company is able to refinance the outstanding balances of its debt obligation at their maturity, the timing of receipt of regulatory approvals and the opening of projects and the availability and cost of land for future growth. While it is impossible to identify all such factors, additional factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, those factors or conditions described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Company’s other filings with the Securities and Exchange Commission. The Company’s past performance or past or present economic conditions in the Company’s housing markets are not indicative of future performance or conditions. Investors are urged not to place undue reliance on forward-looking statements. In addition, the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to projections over time unless required by federal securities law.

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The Company’s Annual Report on Form 10-K for the year ended December 31, 2006, includes detailed disclosure about quantitative and qualitative disclosures about market risk. Quantitative and qualitative disclosures about market risk have not materially changed since December 31, 2006.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures.    An evaluation was performed under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report. Although the Company’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives, there can be no assurance that such disclosure controls and procedures will always achieve their stated goals under all circumstances.

Changes in Internal Control Over Financial Reporting.    There have been no significant changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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WILLIAM LYON HOMES

PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings

Litigation Arising from General Lyon’s Tender Offer

As described above in Part I, Item 2 under the caption “Tender Offer”, on March 17, 2006, the Company’s principal stockholder commenced a tender offer (the “Tender Offer”) to purchase all outstanding shares of the Company’s common stock not already owned by him. Initially, the price offered in the Tender was $93 per share, but it has since been increased to $109 per share.

Two purported class action lawsuits were filed in the Court of Chancery of the State of Delaware in and for New Castle County, purportedly on behalf of the public stockholders of the Company, challenging the Tender Offer and challenging related actions of the Company and the directors of the Company.Stephen L. Brown v. William Lyon Homes, et al., Civil Action No. 2015-N was filed on March 20, 2006, andMichael Crady, et al. v. General William Lyon, et al., Civil Action No. 2017-N was filed on March 21, 2006 (collectively, the “Delaware Complaints”). On March 21, 2006, plaintiff in theBrown action also filed a First Amended Complaint. The Delaware Complaints name the Company and the directors of the Company as defendants. These complaints allege, among other things, that the defendants have breached their fiduciary duties owed to the plaintiffs in connection with the Tender Offer and other related corporate activities. The plaintiffs sought to enjoin the Tender Offer and, among other things, to obtain attorneys’ fees and expenses related to the litigation.

On March 23, 2006, the Company announced that its Board had appointed a special committee of independent directors who are not members of the Company’s management or employed by the Company (the “Special Committee”) to consider the Tender Offer. The members of the Special Committee are Harold H. Greene, Lawrence M. Higby, and Dr. Arthur Laffer. The Company also announced that the Special Committee had retained Morgan Stanley & Co. as its financial advisor and Gibson, Dunn & Crutcher LLP as its legal counsel.

On March 24, 2006, the Delaware Chancery Court consolidated the Delaware Complaints into a single case entitledIn re: William Lyon Homes Shareholder Litigation, Civil Action No. 2015-N (the “Consolidated Delaware Action”).

On April 10, 2006, the parties to the Consolidated Delaware Action executed a Memorandum of Understanding (“MOU”), detailing a proposed settlement subject to the Delaware Chancery Court’s approval. Pursuant to the MOU, General Lyon increased his offer of $93 per share to $100 per share, extended the closing date of the offer to April 21, 2006, and, on April 11, 2006, filed an amended Schedule TO. Plaintiffs in the Consolidated Delaware Action have determined that the settlement is “fair, reasonable, adequate, and in the best interests of plaintiffs and the putative Class.” The Special Committee also determined that the price of $100 per share was fair to the shareholders, and recommended that the Company’s shareholders accept the revised Tender Offer and tender their shares. Thereafter, General Lyon also decided to further extend the closing date of the Tender Offer from April 21, 2006 to April 28, 2006.

On April 23, 2006, Delaware Chancery Court conditionally certified a class in the Consolidated Delaware Action. The parties to the Consolidated Delaware Action agreed to a Stipulation of Settlement, and on August 9, 2006, the Delaware Chancery Court certified a class in the Consolidated Delaware Action, approved the settlement, and dismissed the Consolidated Delaware Action with prejudice as to all defendants and the class. On February 16, 2007, the fee award to Plaintiffs’ counsel was appealed to the Supreme Court of the State of Delaware. On July 18, 2007, a three-judge panel of the Delaware Supreme Court heard oral argument, and, on July 19, 2007, referred the matter for consideration by the Courten Banc. Under the appealed award, the Company has no expected liability for Plaintiffs’ counsel fees, which are expected to be paid by General Lyon.

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A purported class action lawsuit challenging the Tender Offer was also filed in the Superior Court of the State of California, County of Orange. On March 17, 2006, a complaint captionedAlaska Electrical PensionFund v. William Lyon Homes, Inc., et al., Case No. 06-CC-00047, was filed. On April 5, 2006, plaintiff in theAlaska Electrical action filed an Amended Complaint (the “California Action”). The complaint in the California Action names the Company and the directors of the Company as defendants and alleges, among other things, that the defendants have breached their fiduciary duties to the public stockholders. Plaintiff in the California Action also sought to enjoin the Tender Offer, and, among other things, to obtain attorneys’ fees and expenses related to the litigation.

On April 20, 2006, the California court denied the request of plaintiff in the California Action to enjoin the Tender Offer. Plaintiff filed a motion to certify a class in the California Action which was later taken off calendar, and the Company filed a motion to stay the California Action. On July 5, 2006, the California Court granted the Company’s motion to stay the California Action.

Item 1A.    Risk Factors

The Company’s Annual Report on Form 10-K for the year ended December 31, 2006, includes detailed disclosure about risk factors which should be carefully considered when evaluating any investment in the Company. Risk factors have not materially changed since December 31, 2006 except as described in the following paragraph.

Items 2, 3, 4 and 5.

Not applicable.

Item 6.    Exhibits

Exhibit No.	Description
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

57

WILLIAM LYON HOMES

SIGNATURES

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

	WILLIAM LYON HOMES Registrant
Date:  August 8, 2007	By:	/s/    MICHAEL D. GRUBBS
		MICHAEL D. GRUBBS Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Date:  August 8, 2007	By:	/s/    W. DOUGLASS HARRIS
		W. DOUGLASS HARRIS Senior Vice President, Corporate Controller and Corporate Secretary (Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

59