Senior Notes, Secured, and Subordinated Indebtedness | Senior Notes, Secured, and Subordinated Indebtedness The Company's senior notes, secured, and subordinated indebtedness consists of the following (in thousands): December 31, 2016 2015 Notes payable Revolving line of credit $ 29,000 $ 65,000 Construction notes payable 102,076 110,181 Seller financing 24,692 — Total notes payable $ 155,768 $ 175,181 Subordinated amortizing notes 7,225 14,066 Senior notes 5 3 / 4 % Senior Notes due April 15, 2019 148,826 148,295 8 1 / 2 % Senior Notes due November 15, 2020 422,817 422,896 7% Senior Notes due August 15, 2022 346,014 345,338 Total Debt $ 1,080,650 $ 1,105,776 The maturities of the Company's Notes payable, Subordinated amortizing notes, 5 3 / 4 % Senior Notes, 8 1 / 2 % Senior Notes, and 7% Senior Notes are as follows as of December 31, 2016 (in thousands): Year Ended December 31, 2017 $ 50,805 2018 62,785 2019 199,403 2020 425,000 2021 — Thereafter 350,000 $ 1,087,993 Maturities above exclude premium on the 8 1 / 2 % and 7% Senior Notes in aggregate of $3,450 , and deferred loan costs on the 5 3 / 4 %, 8 1 / 2 %, and 7% Senior Notes in aggregate of $10,793 as of December 31, 2016 . Notes Payable Construction Notes Payable The Company and certain of its consolidated joint ventures have entered into construction notes payable agreements. These loans will be repaid with proceeds from closings and are secured by the underlying projects. The issuance date, facility size, maturity date and interest rate are listed in the table below as of December 31, 2016 (in millions): Issuance Date Facility Size Outstanding Maturity Current Rate March, 2016 $ 33.4 $ 17.4 September, 2018 3.69 % (1) January, 2016 35.0 21.5 February, 2019 4.02 % (2) November, 2015 42.5 20.6 November, 2017 4.75 % (1) August, 2015 (4) 14.2 — (5) August, 2017 4.50 % (1) August, 2015 (4) 37.5 — (5) August, 2017 4.75 % (1) July, 2015 22.5 13.8 July, 2018 4.25 % (3) April, 2015 18.5 2.3 October, 2017 4.25 % (3) November, 2014 24.0 7.2 November, 2017 4.25 % (3) November, 2014 22.0 9.4 November, 2017 4.25 % (3) March, 2014 26.0 9.9 April, 2018 3.71 % (1) $ 275.6 $ 102.1 (1) Loan bears interest at the Company's option of either LIBOR +3.0% or the prime rate +1.0% . (2) Loan bears interest at LIBOR +3.25% . (3) Loan bears interest at the prime rate +0.5% . (4) Loan relates to a project that is wholly-owned by the Company. (5) During the year ended December 31, 2016 , the balance on this borrowing was paid in full prior to the August, 2017 maturity date, along with all accrued interest to date. The construction notes payable contain certain financial maintenance covenants. The Company was in compliance with all such covenants as of December 31, 2016 . Seller Financing At December 31, 2016 , the Company had $24.7 million of notes payable outstanding related to two land acquisitions for which seller financing was provided. The first note of approximately $3.0 million bears interest at a rate of 7% per annum, is secured by the underlying land, and matures in August 2017. This note was entered into with a related party. Refer to Note 11 for more details regarding the related party transaction. The second note of $21.7 million bears interest at a rate of 7% per annum, is secured by the underlying land, and matures in June 2018. Revolving Lines of Credit On July 1, 2016 , California Lyon and Parent entered into an amendment and restatement agreement pursuant to which its existing credit agreement providing for a revolving credit facility, as previously amended and restated on March 27, 2015 as described below, was further amended and restated in its entirety (the "Second Amended Facility"). The Second Amended Facility amends and restates the Company’s previous $130.0 million revolving credit facility and provides for total lending commitments of $145.0 million . In addition, the Second Amended Facility has an uncommitted accordion feature under which the Company may increase the total principal amount up to a maximum aggregate of $200.0 million under certain circumstances, as well as a sublimit of $50.0 million for letters of credit. The Second Amended Facility, among other things, also amended the maturity date of the previous facility to July 1, 2019 , provided that the Second Amended Facility will terminate on January 14, 2019 (the “Springing Termination Date”) if, on the Springing Termination Date, the aggregate outstanding principal amount of California Lyon’s 5.75% senior notes due 2019 is equal to or greater than the sum of (a) 50% of the Consolidated EBITDA (as defined in the Second Amended Facility) of California Lyon, Parent, certain of the Parent’s direct and indirect wholly owned subsidiaries (together with California Lyon and Parent, the “Loan Parties”) and their Restricted Subsidiaries (as defined in the Second Amended Facility) for the four-quarter period ending September 30, 2018 , plus (b) the Liquidity (as defined in the Second Amended Facility) of the Loan Parties and their consolidated subsidiaries on the Springing Termination Date. Further, the Second Amended Facility amended the maximum leverage ratio covenant to extend the timing of the gradual step-downs. Specifically, pursuant to the Second Amended Facility, the maximum leverage ratio will remain at 65% from June 30, 2016 through and including December 30, 2016, will decrease to 62.5% on the last day of the 2016 fiscal year, remain at 62.5% from December 31, 2016 through and including June 29, 2017, and will further decrease to 60% on the last day of the second quarter of 2017 and remain at 60% thereafter. The Second Amended Facility did not revise any of our other financial covenants thereunder. Prior to the entry into the Second Amended Facility as described above, on March 27, 2015 , California Lyon and Parent entered into an amendment and restatement agreement which amended and restated the Company's previous $100 million revolving credit facility and provided for total lending commitments of $130.0 million , an uncommitted accordion feature under which the Company could increase the total principal amount up to a maximum aggregate of $200.0 million under certain circumstances (up from a maximum aggregate of $125.0 million under the previous facility), as well as a sublimit of $50.0 million for letters of credit, and extended the maturity date of the previous facility by one year to August 7, 2017 . The Second Amended Facility contains certain financial maintenance covenants, including (a) a minimum tangible net worth requirement of $451.0 million (which is subject to increase over time based on subsequent earnings and proceeds from equity offerings, as well as deferred tax assets to the extent included on the Company's financial statements), (b) a maximum leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 65% , which maximum leverage ratio decreases to 62.5% effective as of December 31, 2016, and further decreases to 60% effective as of June 30, 2017, and (c) a covenant requiring us to maintain either (i) an interest coverage ratio (EBITDA to interest incurred, as defined therein) of at least 1.50 to 1.00 or (ii) liquidity (as defined therein) of an amount not less than the greater of our consolidated interest incurred during the trailing 12 months and $50.0 million . Our compliance with these financial covenants is measured by calculations and metrics that are specifically defined or described by the terms of the Second Amended Facility and can differ in certain respects from comparable GAAP or other commonly used terms. The Second Amended Facility contains customary events of default, subject to cure periods in certain circumstances, including: nonpayment of principal, interest and fees or other amounts; violation of covenants; inaccuracy of representations and warranties; cross default to certain other indebtedness; unpaid judgments; and certain bankruptcy and other insolvency events. The occurrence of any event of default could result in the termination of the commitments under the Second Amended Facility and permit the lenders to accelerate payment on outstanding borrowings under the Second Amended Facility and require cash collateralization of outstanding letters of credit. If a change in control (as defined in the Second Amended Facility) occurs, the lenders may terminate the commitments under the Second Amended Facility and require that the Company repay outstanding borrowings under the Second Amended Facility and cash collateralize outstanding letters of credit. Interest rates on borrowings generally will be based on either LIBOR or a base rate, plus the applicable spread. The Company was in compliance with all covenants under the Second Amended Facility as of December 31, 2016 . Borrowings under the Second Amended Facility, the availability of which is subject to a borrowing base formula, are required to be guaranteed by the Parent and certain of the Parent's wholly-owned subsidiaries, are secured by a pledge of all equity interests held by such guarantors, and may be used for general corporate purposes. Interest rates on borrowings generally will be based on either LIBOR or a base rate, plus the applicable spread. As of December 31, 2016 , the commitment fee on the unused portion of the Second Facility accrues at an annual rate of 0.50 %. As of December 31, 2016 and December 31, 2015 , the Company had $29.0 million and $65.0 million outstanding against the Second Amended Facility, respectively, at effective rates of 4.75% and 3.32% , respectively. In addition, a letter of credit for $8.0 million and $8.6 million was outstanding at December 31, 2016 and December 31, 2015 , respectively. In connection with the issuance of the Company’s new 5.875% Notes to pay off in full the previously outstanding 8.5% Notes in January 2017, the Company entered into an amendment to the Second Amended Facility effective as of January 27, 2017. The amendment modifies the definition of Tangible Net Worth (as defined therein) for purposes of calculating the Leverage Ratio covenant under the Second Amended Facility, so as to exclude any reduction in Tangible Net Worth that occurs as a result of the costs related to payment of any call premium or any other costs associated with the refinancing transaction and the redemption of outstanding 8.5% Notes. See Note 17 for additional information. Subordinated Amortizing Notes On November 21, 2014, in order to pay down amounts borrowed under the one-year senior unsecured facility entered into in conjunction with the acquisition of Polygon, the Company completed its public offering and sale of 1,000,000 6.50% tangible equity units (“TEUs”, or "Units"), sold for a stated amount of $100 per Unit, featuring a 17.5% conversion premium. On December 3, 2014, the Company sold an additional 150,000 TEUs pursuant to an over-allotment option granted to the underwriters. Each TEU is a unit composed of two parts: • a prepaid stock purchase contract (a “purchase contract”); and • a senior subordinated amortizing note (an “amortizing note”). Unless settled earlier at the holder’s option, each purchase contract will automatically settle on December 1, 2017 (the "mandatory settlement date"), and the Company will deliver not more than 5.2247 shares of Class A Common Stock and not less than 4.4465 shares of Class A Common Stock on the mandatory settlement date, subject to adjustment, based upon the applicable settlement rate and applicable market value of Class A Common Stock. Each amortizing note had an initial principal amount of $18.01 , bears interest at the annual rate of 5.50% and has a final installment payment date of December 1, 2017. On each March 1, June 1, September 1 and December 1, commencing on March 1, 2015, William Lyon Homes will pay equal quarterly installments of $1.6250 on each amortizing note (except for the March 1, 2015 installment payment, which was $1.8056 per amortizing note). Each installment will constitute a payment of interest and a partial repayment of principal. The amortizing notes rank equally in right of payment to all of the Company's existing and future senior indebtedness, other than borrowings under the Amended Facility and the Company's secured project level financing, which will be senior in right of payment to the obligations under the amortizing notes, in each case to the extent of the value of the assets securing such indebtedness. Each TEU may be separated into its constituent purchase contract and amortizing note on any business day during the period beginning on, and including, the business day immediately succeeding the date of initial issuance of the Units to, but excluding, the third scheduled trading day immediately preceding the mandatory settlement date. Prior to separation, the purchase contracts and amortizing notes may only be purchased and transferred together as Units. The net proceeds received from the TEU issuance were allocated between the amortizing note and the purchase contract under the relative fair value method, with amounts allocated to the purchase contract classified as additional paid-in capital. As of December 31, 2016 and 2015 , the amortizing notes had an unamortized carrying value of $7.2 million and $14.1 million , respectively. 5 3/4% Senior Notes Due 2019 On March 31, 2014, California Lyon completed its private placement with registration rights of 5.75% Senior Notes due 2019 (the "5.75% Notes"), in an aggregate principal amount of $150 million . The 5.75% Notes were issued at 100% of their aggregate principal amount. In August 2014, the Company exchanged 100% of the 5.75% Notes for notes that are freely transferable and registered under the Securities Act of 1933, as amended (the "Securities Act"). As of December 31, 2016 , the outstanding principal amount of the 5.75% Notes was $150 million , excluding deferred loan costs of $1.2 million . The 5.75% Notes bear interest at a rate of 5.75% per annum, payable semiannually in arrears on April 15 and October 15, and mature on April 15, 2019 . The 5.75% Notes are unconditionally guaranteed on a joint and several unsecured basis by Parent and by certain of Parent’s existing and future restricted subsidiaries. The 5.75% Notes and the related guarantees are California Lyon’s and the guarantors’ unsecured senior obligations and rank equally in right of payment with all of California Lyon’s and the guarantors’ existing and future unsecured senior debt, including California Lyon’s $425 million in aggregate principal amount of 8.5% Senior Notes due 2020, and $350 million in aggregate principal amount of 7.00% Notes, each as described below. The 5.75% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The 5.75% Notes and the guarantees are and will be effectively junior to California Lyon’s and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such debt. On or after April 15, 2016 , California Lyon may redeem all or a portion of the 5.75% Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the period beginning on each of the dates indicated below: Year Percentage April 15, 2016 104.313 % October 15, 2016 102.875 % April 15, 2017 101.438 % April 15, 2018 and thereafter 100.000 % 8 1/2% Senior Notes Due 2020 On November 8, 2012, William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company (“California Lyon”) completed its private placement with registration rights of 8.5% Senior Notes due 2020 (the "initial 8.5% Notes"), in an aggregate principal amount of $325 million . The initial 8.5% Notes were issued at 100% of their aggregate principal amount. In July 2013, the Company exchanged 100% of the initial 8.5% Notes for notes that are freely transferable and registered under the Securities Act. On October 24, 2013 , California Lyon completed its private placement with registration rights of an additional $100.0 million in aggregate principal amount of its 8.5% Senior Notes due 2020 (the “additional 8.5% Notes”, and together with the initial 8.5% Notes, the "8.5% Notes") at an issue price of 106.5% of their aggregate principal amount, plus accrued interest from and including May 15, 2013 , in a private placement, resulting in net proceeds of approximately $104.7 million . In February 2014, the Company exchanged 100% of the additional 8.5% Notes for notes that are freely transferable and registered under the Securities Act. As of December 31, 2016 , the outstanding principal amount of the 8.5% Notes was $425 million , excluding unamortized premium of $2.6 million and deferred loan costs of $4.8 million . The 8.5% Notes bear interest at an annual rate of 8.5% per annum, payable semiannually in arrears on May 15 and November 15, commencing on May 15, 2013 , and mature on November 15, 2020 . The 8.5% Notes are unconditionally guaranteed on a joint and several unsecured basis by Parent and certain of its existing and future restricted subsidiaries. The 8.5% Notes and the related guarantees are California Lyon's and the guarantors' unsecured senior obligations and rank equally in right of payment with all of California Lyon's and the guarantors' existing and future unsecured senior debt, including California Lyon's 5.75% Notes, as described above, and 7.00% Notes, as described below. The 8.5% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The 8.5% Notes and the guarantees are and will be effectively junior to any of California Lyon’s and the guarantors’ existing and future secured debt. On or after November 15, 2016 , California Lyon may redeem all or a portion of the 8.5% Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of the years indicated below: Year Percentage 2016 104.250 % 2017 102.125 % 2018 and thereafter 100.000 % On January 31, 2017, California Lyon completed the sale to certain purchasers of $450.0 million in aggregate principal amount of 5.875% Senior Notes due 2025, or the 5.875% Notes, in a private placement with registration rights. Parent, through California Lyon, used the net proceeds from the 5.875% Notes offering to purchase $395.6 million of the outstanding aggregate principal amount of the 8.5% Notes, pursuant to a cash tender offer and consent solicitation, and subsequently used the remaining proceeds, together with cash on hand, for the retirement of the remaining outstanding 8.5% Notes. The Company incurred certain costs related to the early extinguishment of debt of the 8.5% Notes during the first quarter of 2017 in an amount of approximately $21.8 million . See Note 17 for additional details regarding this refinancing transaction. 7% Senior Notes Due 2022 On August 11, 2014, WLH PNW Finance Corp. (“Escrow Issuer”), completed its private placement with registration rights of 7.00% Senior Notes due 2022 (the “initial 7.00% Notes”), in an aggregate principal amount of $300 million . The initial 7.00% Notes were issued at 100% of their aggregate principal amount. On August 12, 2014 , in connection with the consummation of the Acquisition, Escrow Issuer merged with and into California Lyon, and California Lyon assumed the obligations of the Escrow Issuer under initial 7.00% Notes and the related indenture by operation of law (the “Escrow Merger”). Following the Escrow Merger, California Lyon is the obligor under the initial 7.00% Notes. In January 2015, the Company exchanged 100% of the initial 7.00% Notes for notes that are freely transferable and registered under the Securities Act. On September 15, 2015, California Lyon completed its private placement with registration rights of an additional $50.0 million in aggregate principal amount of its 7.00% Senior Notes due 2022 (the "additional 7.00% Notes", and together with the initial 7.00% Notes, the "7.00 Notes"), at an issue price of 102.0% of their principal amount, plus accrued interest from August 15, 2015, resulting in net proceeds of approximately $50.5 million. In January 2016, the Company exchanged 100% of the additional 7.00% Notes for notes that are freely transferable and registered under the Securities Act. As of December 31, 2016 , the outstanding amount of the notes was $350 million , excluding unamortized premium of $0.8 million and deferred loan costs of $4.8 million . The notes bear interest at a rate of 7.00% per annum, payable semiannually in arrears on February 15 and August 15, and mature on August 15, 2022 . The 7.00% Notes are unconditionally guaranteed on a joint and several unsecured basis by Parent and certain of its existing and future restricted subsidiaries. The 7.00% Notes and the related guarantees are California Lyon’s and the guarantors’ unsecured senior obligations and rank equally in right of payment with all of California Lyon’s and the guarantors’ existing and future unsecured senior debt, including California Lyon’s $150 million in aggregate principal amount of 5.75% Senior Notes due 2019 and $425 million in aggregate principal amount of 8.5% Senior Notes due 2020, as described above. The 7.00% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The 7.00% Notes and the guarantees are and will be effectively junior to California Lyon’s and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such debt. On or after August 15, 2017 , California Lyon may redeem all or a portion of the 7.00% Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the period beginning on each of the dates indicated below: Year Percentage August 15, 2017 103.500 % August 15, 2018 101.750 % August 15, 2019 and thereafter 100.000 % Prior to August 15, 2017, the 7.00% Notes may be redeemed in whole or in part at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, and accrued and unpaid interest to, the redemption date. In addition, any time prior to August 15, 2017, California Lyon may, at its option on one or more occasions, redeem the 7.00% Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the 7.00% Notes issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 107.00% , plus accrued and unpaid interest to the redemption date, with an amount equal to the net cash proceeds from one or more equity offerings by Parent. Senior Note Covenant Compliance The indentures governing the 5.75% Notes, the 8.5% Notes, and the 7.00% Notes contain covenants that limit the ability of Parent, California Lyon, and their restricted subsidiaries to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends, distributions, or repurchase equity or make payments in respect of subordinated indebtedness; (iii) make certain investments; (iv) sell assets; (v) incur liens; (vi) enter into agreements restricting the ability of the Company’s restricted subsidiaries to pay dividends or transfer assets; (vii) enter into transactions with affiliates; (viii) create unrestricted subsidiaries; and (viii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications as described in the indentures. The Company was in compliance with all such covenants as of December 31, 2016 . GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS The following consolidating financial information includes: (1) Consolidating balance sheets as of December 31, 2016 and 2015 ; consolidating statements of operations and cash flows for the years ended December 31, 2016 , 2015 and 2014 , of (a) William Lyon Homes, as the parent, or “Delaware Lyon”, (b) William Lyon Homes, Inc., as the subsidiary issuer, or “California Lyon”, (c) the guarantor subsidiaries, (d) the non-guarantor subsidiaries and (e) William Lyon Homes, Inc. on a consolidated basis; and (2) Elimination entries necessary to consolidate Delaware Lyon, with William Lyon Homes, Inc. and its guarantor and non-guarantor subsidiaries. Delaware Lyons owns 100% of all of its guarantor subsidiaries and all guarantees are full and unconditional, joint and several. As a result, in accordance with Rule 3-10 (d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for these subsidiaries as of December 31, 2016 and 2015 , and for the years ended December 31, 2016 2015 , and 2014 . CONSOLIDATING BALANCE SHEET December 31, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 36,204 $ 272 $ 6,136 $ — $ 42,612 Receivables — 2,989 3,303 3,246 — 9,538 Escrow proceeds receivable — 85 — — — 85 Real estate inventories — 910,594 645,341 216,063 — 1,771,998 Invest in unconsolidated joint ventures — 7,132 150 — — 7,282 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 75,751 — — — 75,751 Other assets, net — 15,779 1,089 415 — 17,283 Investments in subsidiaries 697,086 (23,736 ) (573,650 ) — (99,700 ) — Intercompany receivables — — 252,860 — (252,860 ) — Total assets $ 697,086 $ 1,039,007 $ 388,758 $ 225,860 $ (352,560 ) $ 1,998,151 LIABILITIES AND EQUITY Accounts payable $ — $ 52,380 $ 16,416 $ 5,486 $ — $ 74,282 Accrued expenses — 75,058 4,634 98 — 79,790 Notes payable — 50,713 2,979 102,076 — 155,768 Subordinated Amortizing Notes — 7,225 — — — 7,225 5 3 / 4 % Senior Notes — 148,826 — — — 148,826 8 1 / 2 % Senior Notes — 422,817 — — — 422,817 7% Senior Notes — 346,014 — — — 346,014 Intercompany payables — 177,267 — 75,593 (252,860 ) — Total liabilities — 1,280,300 24,029 183,253 (252,860 ) 1,234,722 Equity William Lyon Homes stockholders’ equity 697,086 (241,291 ) 364,727 (23,736 ) (99,700 ) 697,086 Noncontrolling interests — — — 66,343 — 66,343 Total liabilities and equity $ 697,086 $ 1,039,009 $ 388,756 $ 225,860 $ (352,560 ) $ 1,998,151 CONSOLIDATING BALANCE SHEET December 31, 2015 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 44,331 $ 2,724 $ 3,148 $ — $ 50,203 Restricted cash — 504 — — — 504 Receivables — 8,986 937 4,915 — 14,838 Escrow proceeds receivable — 2,020 1,021 — — 3,041 Real estate inventories — 922,990 589,762 162,354 — 1,675,106 Invest in unconsolidated joint ventures — 5,263 150 — — 5,413 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 79,726 — — — 79,726 Other assets, net — 18,981 1,737 299 — 21,017 Investments in subsidiaries 632,095 (34,522 ) (561,546 ) — (36,027 ) — Intercompany receivables — — 239,248 — (239,248 ) — Total assets $ 632,095 $ 1,062,488 $ 333,426 $ 170,716 $ (275,275 ) $ 1,923,450 LIABILITIES AND EQUITY Accounts payable $ — $ 45,065 $ 27,807 $ 3,009 $ — $ 75,881 Accrued expenses — 62,167 8,059 98 — 70,324 Notes payable — 80,915 — 94,266 — 175,181 Subordinated Amortizing Notes — 14,066 — — — 14,066 5 3 / 4 % Senior Notes — 148,295 — — — 148,295 8 1 / 2 % Senior Notes — 422,896 — — — 422,896 7% Senior Notes — 345,338 — — — 345,338 Intercompany payables — 170,757 — 68,491 (239,248 ) — Total liabilities — 1,289,499 35,866 165,864 (239,248 ) 1,251,981 Equity William Lyon Homes stockholders’ equity 632,095 (227,011 ) 297,560 (34,522 ) (36,027 ) 632,095 Noncontrolling interests — — — 39,374 — 39,374 Total liabilities and equity $ 632,095 $ 1,062,488 $ 333,426 $ 170,716 $ (275,275 ) $ 1,923,450 CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 573,191 $ 680,138 $ 148,874 $ — $ 1,402,203 Construction services — 3,837 — — — 3,837 Management fees — (4,362 ) — — 4,362 — — 572,666 680,138 148,874 4,362 1,406,040 Operating costs Cost of sales — (462,153 ) (564,596 ) (131,226 ) (4,362 ) (1,162,337 ) Construction services — (3,485 ) — — — (3,485 ) Sales and marketing — (27,329 ) (36,170 ) (9,010 ) — (72,509 ) General and administrative — (60,141 ) (13,256 ) (1 ) — (73,398 ) Other — (442 ) 100 (1 ) — (343 ) — (553,550 ) (613,922 ) (140,238 ) (4,362 ) (1,312,072 ) Income (loss) from subsidiaries 59,696 8,331 — — (68,027 ) — Operating income 59,696 27,447 66,216 8,636 (68,027 ) 93,968 Equity in income of unconsolidated joint ventures — 4,369 1,237 — — 5,606 Other income (expense), net — 4,640 (34 ) (1,363 ) — 3,243 Income (loss) before provision for income taxes 59,696 36,456 67,419 7,273 (68,027 ) 102,817 Provision for income taxes (34,850 ) — — — (34,850 ) Net income (loss) 59,696 1,606 67,419 7,273 (68,027 ) 67,967 Less: Net income attributable to noncontrolling interests — — — (8,271 ) — (8,271 ) Net income (loss) available to common stockholders $ 59,696 $ 1,606 $ 67,419 $ (998 ) $ (68,027 ) $ 59,696 CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2015 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 459,990 $ 568,774 $ 50,164 $ — $ 1,078,928 Construction services — 25,124 — — — 25,124 Management fees — (1,506 ) — — 1,506 — — 483,608 568,774 50,164 1,506 1,104,052 Operating costs Cost of sales — (358,793 ) (475,043 ) (43,653 ) (1,506 ) (878,995 ) Construction services — (21,181 ) — — — (21,181 ) Sales and marketing — (26,626 ) (31,231 ) (3,682 ) — (61,539 ) General and administrative — (47,385 ) (11,776 ) — — (59,161 ) Amortization of intangible assets — (957 ) — — — (957 ) Other — (3,477 ) 1,505 — — (1,972 ) — (458,419 ) (516,545 ) (47,335 ) (1,506 ) (1,023,805 ) Income (loss) from subsidiaries 57,336 (2,395 ) — — (54,941 ) — Operating income 57,336 22,794 52,229 2,829 (54,941 ) 80,247 Equity in income of unconsolidated joint ventures — 1,912 1,327 — — 3,239 Other income (expense), net — 7,911 4,793 (9,123 ) — 3,581 Income (loss) before provision for income taxes 57,336 32,617 58,349 (6,294 ) (54,941 ) 87,067 Provision for income taxes — (26,806 ) — — — (26,806 ) Net income (loss) 57,336 5,811 58,349 (6,294 ) (54,941 ) 60,261 Less: Net income attributable to noncontrolling interests — — — (2,925 ) — (2,925 ) Net income (loss) available to common stockholders $ 57,336 $ 5,811 $ 58,349 $ (9,219 ) $ (54,941 ) $ 57,336 CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2014 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 523,064 $ 236,245 $ 97,716 $ — $ 857,025 Construction services — 37,728 — — — 37,728 Management fees — (2,926 ) — — 2,926 — — 557,866 236,245 97,716 2,926 894,753 Operating costs Cost of sales — (399,183 ) (196,773 ) (78,649 ) (2,926 ) (677,531 ) Construction services — (30,700 ) — — — (30,700 ) Sales and marketing — (27,418 ) (14,186 ) (4,299 ) — (45,903 ) General and administrative — (47,353 ) (7,271 ) (2 ) — (54,626 ) Transaction expenses — (5,832 ) — — — (5,832 ) Amortization of intangible assets — (1,814 ) — — — (1,814 ) Other — (3,685 ) 825 (14 ) — (2,874 ) — (515,985 ) (217,405 ) (82,964 ) (2,926 ) (819,280 ) Income from subsidiaries 44,625 11,575 — — (56,200 ) — Operating income 44,625 53,456 18,840 14,752 (56,200 ) 75,473 Income from unconsolidated joint ventures — — 555 — — 555 Other income (expense), net — 3,280 (23 ) (962 ) — 2,295 Income before provision for income taxes 44,625 56,736 19,372 13,790 (56,200 ) 78,323 Provision for income taxes — (23,797 ) — — — (23,797 ) Net income 44,625 32,939 19,372 13,790 (56,200 ) 54,526 Less: Net income attributable to noncontrolling interests — — — (9,901 ) — (9,901 ) Net income available to common stockholders $ 44,625 $ 32,939 $ 19,372 $ 3,889 $ (56,200 ) $ 44,625 CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended Decemb |