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, 2017 2016 Notes payable: Revolving credit facility $ — $ 29,000 Seller financing 589 24,692 Joint venture notes payable 93,926 102,076 Total notes payable $ 94,515 $ 155,768 Subordinated amortizing notes — 7,225 Senior notes 5 3 / 4 % Senior Notes due April 15, 2019 $ 149,362 $ 148,826 8 1 / 2 % Senior Notes due November 15, 2020 — 422,817 7% Senior Notes due August 15, 2022 346,740 346,014 5 7 / 8 % Senior Notes due January 31, 2025 439,567 — Total Debt $ 1,030,184 $ 1,080,650 The maturities of the Company's Notes payable, 5 3 / 4 % Senior Notes, 7% Senior Notes, and 5 7 / 8 % Senior Notes are as follows as of December 31, 2017 (in thousands): Year Ended December 31, 2018 $ 32,213 2019 178,866 2020 — 2021 33,436 2022 350,000 Thereafter 450,000 $ 1,044,515 Maturities above exclude premium on the 7% Senior Notes of $0.7 million , discount on the 5 7 / 8 % Senior Notes of $3.2 million , and deferred loan costs on the 5 3 / 4 %, 7%, and 5 7 / 8 % Senior Notes in aggregate of $11.8 million as of December 31, 2017 . Notes Payable Revolving Credit Facility 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. Effective as of November 28, 2017, California Lyon increased the size of the commitment under its revolving credit facility by $25.0 million to an aggregate total of $170.0 million , through exercise of the facility’s accordion feature and entry into a new lender supplement as of such date. 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 remained at 65% from June 30, 2016 through and including December 30, 2016, decreased to 62.5% on the last day of the 2016 fiscal year, remained at 62.5% from December 31, 2016 through and including June 29, 2017, and was scheduled to further decrease to 60% on the last day of the second quarter of 2017 and to remain at 60% thereafter. The Second Amended Facility did not revise any of our other financial covenants thereunder. On June 16, 2017, California Lyon, Parent and the lenders party thereto entered into an amendment to the Second Amended Facility, which amended the maximum leverage ratio to further extend the timing of the gradual step-downs, such that the leverage ratio remained at 62.5% through and including December 30, 2017, and decreased to 60% on the last day of the 2017 fiscal year and will remain at 60% thereafter. The amendment did not revise any of our other financial covenants thereunder. 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 decreased to 62.5% effective as of December 31, 2016, and further decreased to 60% effective as of December 31, 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. In January 2017, the Company entered into an amendment which modifies the definition of Tangible Net Worth for purposes of calculating the Leverage Ratio covenant under the Second Amended Facility, so as to exclude any reduction in Tangible Net Worth (as defined therein) 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. The Company was in compliance with all covenants under the Second Amended Facility as of December 31, 2017 . 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, 2017 , the commitment fee on the unused portion of the Second Facility accrues at an annual rate of 0.50% . As of December 31, 2017 , the Company had a letter of credit for $7.8 million but no outstanding balance against the Second Amended Facility. As of December 31, 2016 , the Company had $29.0 million outstanding against the Second Amended Facility at an effective rate of 4.75% and a letter of credit for $8.0 million . Seller Financing At December 31, 2017 , the Company had $0.6 million of notes payable outstanding related to one land acquisition for which seller financing was provided. The note bears interest at a rate of 7% per annum, is secured by the underlying land, and matures in June 2018. During the year ended December 31, 2017 , the Company paid in full a note payable outstanding related to a land acquisition for which seller financing was provided. The note bore interest at a rate of 7% per annum, was secured by the underlying land, and was paid upon maturity in August 2017. This note was entered into with a related party, which is described in more detail in Note 10. Joint Venture 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, 2017 (in millions): Issuance Date Facility Size Outstanding Maturity Current Rate March, 2016 $ 33.4 $ 13.8 (4) September, 2018 4.47 % (1) January, 2016 35.0 28.9 February, 2019 4.82 % (2) November, 2015 42.5 15.7 (4) May, 2018 5.50 % (1) November, 2014 7.0 2.1 (4) February, 2018 5.00 % (3) March, 2014 26.0 — (6) April, 2018 4.53 % (1) July, 2017 66.2 33.4 February, 2021 4.51 % (5) $ 210.1 $ 93.9 (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) The Company anticipates paying the borrowings in full upon the maturity date from proceeds from homes closed in the respective project. (5) Loan bears interest at the greatest of the prime rate, federal funds effective rate +1.0% , or LIBOR +1.0% . (6) The balance on this borrowing was paid in full prior to the maturity date, along with all accrued interest to date. The joint venture notes payable contain certain financial maintenance covenants. The Company was in compliance with all such covenants as of December 31, 2017 . Subordinated Amortizing Notes On November 21, 2014, in order to pay down approximately $111.2 million 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”). Each amortizing note had an initial principal amount of $18.01 , bore interest at the annual rate of 5.50% and had 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 paid 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 constituted a payment of interest and a partial repayment of principal. On November 27, 2017, the Company issued 670,811 shares of Class A Common Stock to certain holders who elected for early settlement of their purchase contracts. On December 1, 2017 (the "mandatory settlement date"), the Company issued the balance to the remaining holders, for an aggregate issuance of 5,113,473 shares of Class A Common Stock, which reflected the minimum number of shares of Class A Common Stock, or 4.4465 shares per each of the previously outstanding 1,150,000 tangible equity units that were issuable by the Company under the purchase contracts (as adjusted for fractional shares). As of December 31, 2017 , the Company paid off the outstanding balance of the amortizing notes. 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, 2017 , the outstanding principal amount of the 5.75% Notes was $150 million , excluding deferred loan costs of $0.6 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 $350 million in aggregate principal amount of 7.00% Notes and $450 million in aggregate principal amount of 5.875% 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. 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 in a private placement with registration rights. Parent, through California Lyon, used the net proceeds from the 5.875% Notes, as further described below, 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. Subsequently, the Company used the remaining proceeds, together with cash on hand, for the retirement of the remaining outstanding 8.5% Notes, such that the entire aggregate $425 million of previously outstanding 8.5% Notes are retired and extinguished as of December 31, 2017 . The Company incurred certain costs related to the early extinguishment of debt of the 8.5% Notes during the period ended December 31, 2017 in an amount of $21.8 million , which is included in the Consolidated Statement of Operations as Loss on extinguishment of debt. 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, 2017 , the outstanding amount of the notes was $350 million , excluding unamortized premium of $0.7 million and deferred loan costs of $4.0 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% Notes and $450 million in aggregate principal amount of 5.875% Notes, each 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. 5 7/8% Senior Notes Due 2025 On January 31, 2017, California Lyon completed its private placement with registration rights of 5.875% Senior Notes due 2025 (the " 5.875% Notes"), in an aggregate principal amount of $450 million . The 5.875% Notes were issued at 99.215% of their aggregate principal amount. Parent, through California Lyon, used the net proceeds from the 5.875% Notes offering to purchase the outstanding aggregate principal amount of the 8.5% Notes such that the entire aggregate $425 million of previously outstanding 8.5% Notes are retired and extinguished as of December 31, 2017 . In May 2017, the Company exchanged 100% of the 5.875% Notes for notes that are freely transferable and registered under the Securities Act. As of December 31, 2017 , the outstanding principal amount of the 5.875% Notes was $450 million , excluding unamortized discount of $3.2 million and deferred loan costs of $7.2 million . The 5.875% Notes bear interest at a rate of 5.875% per annum, payable semiannually in arrears on January 31 and July 31, and mature on January 31, 2025. The 5.875% Notes are unconditionally guaranteed on a joint and several unsecured basis by Parent and certain of its existing and future restricted subsidiaries. The 5.875% 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 $350 million in aggregate principal amount of 7.00% Senior Notes due 2022, each as described above. The 5.875% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The 5.875% 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 January 31, 2020, California Lyon may redeem all or a portion of the 5.875% Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount), set forth below plus accrued and unpaid interest to the redemption date, if redeemed during the 12-month period commencing on each of the dates indicated below: Year Percentage January 31, 2020 102.938 % January 31, 2021 101.469 % January 31, 2022 100.734 % January 31, 2023 and thereafter 100.000 % Prior to January 31, 2020, the 5.875% 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 January 31, 2020, California Lyon may, at its option on one or more occasions, redeem the 5.875% Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the 5.875% Notes issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 105.875% , plus accrued and unpaid interest to the redemption date, with an amount equal to the net cash proceeds from one or more equity offerings. Senior Note Covenant Compliance The indentures governing the 5.75% Notes, the 7.00% Notes, and the 5.875% 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, 2017 . GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS The following consolidating financial information includes: (1) Consolidating balance sheets as of December 31, 2017 and 2016 ; consolidating statements of operations and cash flows for the years ended December 31, 2017 , 2016 and 2015 , 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, 2017 and 2016 , and for the years ended December 31, 2017 2016 , and 2015 . The consolidating balance sheet as of December 31, 2016 was adjusted to reflect the adoption of ASU 2016-02 (see Note 1). CONSOLIDATING BALANCE SHEET December 31, 2017 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 171,434 $ 156 $ 11,120 $ — $ 182,710 Receivables — 4,647 2,252 3,324 — 10,223 Escrow proceeds receivable — 1,594 1,725 — — 3,319 Real estate inventories — 831,007 630,384 238,459 — 1,699,850 Investment in unconsolidated joint ventures — 7,717 150 — — 7,867 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 47,915 — — — 47,915 Lease right-of-use assets — 14,454 — — — 14,454 Other assets, net — 18,167 2,504 493 — 21,164 Investments in subsidiaries 780,472 (16,544 ) (494,201 ) — (269,727 ) — Intercompany receivables — — 269,831 — (269,831 ) — Total assets $ 780,472 $ 1,094,600 $ 472,194 $ 253,396 $ (539,558 ) $ 2,061,104 LIABILITIES AND EQUITY Accounts payable $ — $ 40,075 $ 13,007 $ 5,717 $ — $ 58,799 Accrued expenses — 108,407 2,988 96 — 111,491 Notes payable — 589 — 93,926 — 94,515 5 3 / 4 % Senior Notes — 149,362 — — — 149,362 7% Senior Notes — 346,740 — — — 346,740 5 7 / 8 % Senior Notes — 439,567 — — — 439,567 Intercompany payables — 179,788 — 90,043 (269,831 ) — Total liabilities — 1,264,528 15,995 189,782 (269,831 ) 1,200,474 Equity William Lyon Homes stockholders’ equity 780,472 (169,928 ) 456,199 (16,544 ) (269,727 ) 780,472 Noncontrolling interests — — — 80,158 — 80,158 Total liabilities and equity $ 780,472 $ 1,094,600 $ 472,194 $ 253,396 $ (539,558 ) $ 2,061,104 CONSOLIDATING BALANCE SHEET December 31, 2016 (as adjusted) (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 Investment 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 Lease right-of-use assets — 13,129 — — — 13,129 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 $ 1,052,136 $ 388,758 $ 225,860 $ (352,560 ) $ 2,011,280 LIABILITIES AND EQUITY Accounts payable $ — $ 52,380 $ 16,416 $ 5,486 $ — $ 74,282 Accrued expenses — 88,187 4,634 98 — 92,919 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 — 1,293,429 24,029 183,253 (252,860 ) 1,247,851 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 $ 1,052,138 $ 388,756 $ 225,860 $ (352,560 ) $ 2,011,280 CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2017 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 748,396 $ 844,611 $ 202,067 $ — $ 1,795,074 Construction services — 1,454 — — — 1,454 Management fees — (5,741 ) — — 5,741 — — 744,109 844,611 202,067 5,741 1,796,528 Operating costs Cost of sales — (596,970 ) (700,878 ) (174,960 ) (5,741 ) (1,478,549 ) Construction services — (1,317 ) — — — (1,317 ) Sales and marketing — (30,637 ) (44,849 ) (10,740 ) — (86,226 ) General and administrative — (73,748 ) (16,457 ) (1 ) — (90,206 ) Other — (2,560 ) 308 (22 ) — (2,274 ) — (705,232 ) (761,876 ) (185,723 ) (5,741 ) (1,658,572 ) Income (loss) from subsidiaries 48,135 20,382 — — (68,517 ) — Operating income 48,135 59,259 82,735 16,344 (68,517 ) 137,956 Equity in income of unconsolidated joint ventures — 2,135 1,526 — — 3,661 Other income (expense), net — 2,029 264 (1,398 ) — 895 Income (loss) before loss on extinguishment of debt 48,135 63,423 84,525 14,946 (68,517 ) 142,512 Loss on extinguishment of debt — (21,828 ) — — — (21,828 ) Income (loss) before provision for income taxes 48,135 41,595 84,525 14,946 (68,517 ) 120,684 Provision for income taxes (62,933 ) — — — (62,933 ) Net income (loss) 48,135 (21,338 ) 84,525 14,946 (68,517 ) 57,751 Less: Net income attributable to noncontrolling interests — — — (9,616 ) — (9,616 ) Net income (loss) available to common stockholders $ 48,135 $ (21,338 ) $ 84,525 $ 5,330 $ (68,517 ) $ 48,135 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 Income from unconsolidated joint ventures — 1,912 1,327 — — 3,239 Other income (expense), net — 7,911 4,793 (9,123 ) — 3,581 In |