8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 17, 2017

WILLIAM LYON HOMES

(Exact name of registrant as specified in charter)

Delaware	001-31625	33-0864902
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4695 MacArthur Court, 8^th Floor

Newport Beach, California 92660

(Address of principal executive offices and zip code)

(949) 833-3600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Conditions.

On February 22, 2017, William Lyon Homes (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2016. A copy of the press release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, except as specifically incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7.01. Regulation FD Disclosure.

Senior management of the Company will reference the materials included in Exhibit 99.2 to this report (the “Earnings Presentation”) during an earnings conference call to be held at 9:00 a.m. Pacific Time on February 22, 2017. A copy of the Earnings Presentation is furnished as Exhibit 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the Earnings Presentation attached to this report as Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. In addition, the Earnings Presentation furnished as an exhibit to this report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Item 8.01. Other Events.

On February 17, 2017, the board of directors (the “Board”) of the Company approved a stock repurchase program, authorizing the repurchase of up to an aggregate of $50 million of its Class A common stock. The program allows the Company to repurchase shares of Class A common stock from time to time for cash in the open market or privately negotiated transactions or other transactions, as market and business conditions warrant and subject to applicable legal requirements.

The stock repurchase program does not obligate the Company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

99.1	Press Release issued on February 22, 2017 announcing financial results for the three and twelve months ended December 31, 2016.
99.2	Earnings Presentation.

SIGNATURES

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

	WILLIAM LYON HOMES
Dated: February 22, 2017	By:	/S/ COLIN T. SEVERN
		Colin T. Severn
		Senior Vice President
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release issued on February 22, 2017 announcing financial results for the three and twelve months ended December 31, 2016.
99.2	Earnings Presentation.

EX-99.1

Exhibit 99.1

WILLIAM LYON HOMES REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS

30% INCREASE IN HOMEBUILDING REVENUE; 20% INCREASE IN DELIVERIES; AND 18% INCREASE IN PRE-TAX INCOME, FOR THE FULL YEAR 2016

NEWPORT BEACH, CA— February 22, 2017 — William Lyon Homes (NYSE: WLH), a leading homebuilder in the Western U.S., announced results for the fourth quarter and year ended December 31, 2016.

2016 Fourth Quarter Highlights (Comparison to 2015 Fourth Quarter)

• Net income available to common stockholders of $23.1 million, or $0.60 per diluted share

• Home sales revenue of $473.2 million, up 19%

• New home deliveries of 902 homes, up 11%

• Dollar value of orders of $284.1 million, up 17%

• Net new home orders of 564, up 9%

• Dollar value of homes in backlog of $410.7 million, up 5%

• Units in backlog of 733, down 1%

• Average sales locations of 79, up 7%

• Average sales price (ASP) of new homes delivered of $524,600, up 7%

• Homebuilding gross margin of $80.6 million, up 11%

• Homebuilding gross margin percentage of 17.0%

• Adjusted homebuilding gross margin percentage of 21.6%

• SG&A percentage of 9.0%, compared to 9.3%

• Pre-tax Income of $40.4 million, up 6%

• Adjusted EBITDA of $63.2 million, up 2%

2016 Full Year Highlights (Comparison to 2015 Full Year)

• Net income available to common stockholders of $59.7 million, or $1.55 per diluted share, up 4% and 5%, respectively

• Home sales revenue of $1,402.2 million, up 30%

• New home deliveries of 2,781 homes, up 20%

• Dollar value of orders of $1,390.9 million, up 17%

• Net new home orders of 2,775, up 8%

• Average sales locations of 74, up 9%

• Average sales price (ASP) of new homes delivered of $504,200, up 8%

• Homebuilding gross margin of $239.9 million, up 20%

• Homebuilding gross margin percentage of 17.1%

• Adjusted homebuilding gross margin percentage of 22.9%

• SG&A percentage of 10.4%, compared to 11.2%

• Pre-tax Income of $102.8 million, up 18%

• Adjusted EBITDA of $188.1 million, up 19%

“2016 was a year of continued growth for William Lyon Homes, as we delivered 2,781 homes and achieved homebuilding revenues of $1.4 billion, up 20% and 30%, respectively, and at their highest levels in ten years. Our fourth quarter of 2016 represented another quarter of consistent year-over-year growth across a number of important financial and operational metrics, with homebuilding revenues of $473.2 million, up 19%, new home deliveries of 902 homes, up 11%, average sales price of $524,600, up 7%, and the dollar value of orders of $284.1 million, up 17%. We achieved pre-tax income of $40.4 million for the fourth quarter, up 6%, resulting in net income available to common stockholders of $23.1 million, or $0.60 per diluted share,” said Matthew R. Zaist, President and Chief Executive Officer.

Mr. Zaist continued, “We believe that 2017 will represent another year of significant growth for William Lyon Homes. For the full year, we currently expect 2017 results to include deliveries of approximately 3,000 to 3,250 units, home sales revenue of approximately $1.65 billion to $1.75 billion, and pre-tax income before minority interest of approximately $135 million to $150 million. We continue to be focused on our operational initiatives for 2017, which include opening up a number of new key strategic assets to drive results in the back half of the year, maximizing revenue from our existing communities, and improving cost controls at our projects and at the corporate level, while continuing to improve our balance sheet metrics.”

Operating Results

Home sales revenue for the fourth quarter of 2016 was $473.2 million, as compared to $397.2 million in the year-ago period, an increase of 19%. The increase was driven by an 11% increase in deliveries to 902 homes, compared to 809 in the fourth quarter of 2015, and an increase in the average sales price of homes delivered to $524,600, up 7% from the prior year.

The dollar value of orders for the fourth quarter of 2016 was $284.1 million, an increase of 17%, from $243.8 million in the year-ago period. Net new home orders for the quarter were 564, up 9% from the fourth quarter of 2015. The increase in net new home orders was driven by a 7% increase in community count to 79 average sales locations, from 74 in the year-ago period, and by a year-over-year increase in the average monthly absorption rate to 2.4 sales per community. At year end, the Company was selling from 81 sales locations. Net new home orders for January 2017 were up 12% year-over-year and up 25% sequentially from December.

The dollar value of homes in backlog was $410.7 million as of December 31, 2016, an increase of 5% compared to $391.8 million as of December 31, 2015. The increase was driven by a 6% increase in ASP in backlog to $560,300 from $530,100 in the fourth quarter of 2015, partially offset by a 1% decline in units in backlog to 733 from 739 in the year-ago period. In addition, our ASP in backlog as of December 31, 2016 was 7% higher than the ASP of homes closed in the fourth quarter.

Homebuilding gross margin percentage during the fourth quarter of 2016 was 17.0%. Adjusted homebuilding gross margin percentage was 21.6% during the quarter.

Sales and marketing expense during the fourth quarter of 2016 was 4.5% of homebuilding revenue, compared to 4.8% in the year-ago quarter, driven primarily by higher homebuilding revenue and leverage on

advertising and marketing costs, partially offset by an increase in outside broker costs, compared to the prior year period. General and administrative expenses were 4.5% of homebuilding revenue, consistent with the prior year, and up in dollars, due in part to certain severance costs associated with divisional personnel changes, earlier than expected expenses related to sales and construction management software systems, and an increase in outside professional services.

Balance Sheet Update

At year end, cash and cash equivalents totaled $42.6 million, real estate inventories totaled $1.8 billion, total assets were $2.0 billion and total equity was $763 million. Total debt to book capitalization was 58.6%, and net debt to net book capitalization was 57.6% at December 31, 2016, compared to 62.2% and 61.1%, respectively, as of December 31, 2015.

Share Repurchase Authorization

In addition, the Company is announcing today that its Board of Directors has authorized the repurchase of up to $50.0 million of the Company’s Class A common stock in open market purchases, privately negotiated transactions or other transactions. The timing and amount of repurchases will be determined by the Company’s management at its discretion based on a variety of factors, such as the market price of the Company’s Class A common stock, corporate requirements, general market and economic conditions and legal requirements.

Conference Call

The Company will host a conference call to discuss these results today, Wednesday, February 22, 2017 at 9:00 a.m. Pacific Time. The call will be available via both the telephone at (855) 851-4524 or (720) 634-2900, passcode #60683099, or through the Company’s website at www.lyonhomes.com in the Investor Relations section of the site.

A replay of the call will be available through March 1, 2017 by dialing (855) 859-2056 or (404) 537-3406, passcode #60683099. A webcast replay of the call will also be available on the Company’s website approximately two hours after the broadcast.

About William Lyon Homes

William Lyon Homes is one of the largest Western U.S. regional homebuilders. Headquartered in Newport Beach, California, the Company is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada, Colorado, Washington and Oregon. Its core markets include Orange County, Los Angeles, the Inland Empire, the San Francisco Bay Area, Phoenix, Las Vegas, Denver, Portland and Seattle. The Company has a distinguished legacy of more than 60 years of homebuilding operations, over which time it has sold in excess of 99,000 homes. The Company markets and sells its homes under the William Lyon Homes brand in all of its markets except for Colorado, where the Company operates under the Village Homes brand, and Washington and Oregon, where the Company operates under the Polygon Northwest brand.

Forward-Looking Statements

Information presented herein for the fourth quarter and year ended December 31, 2016 is subject to finalization of the Company’s regulatory filings, related financial and accounting reporting procedures and external auditor procedures.

Certain statements contained in this release and the accompanying comments during our conference call that are not historical information may constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, but not limited to, forward-looking statements related to: anticipated new home deliveries, revenue and pre-tax income, gross margin performance, backlog conversion rates, operating and financial results for the first quarter of 2017 and full year 2017, community count growth and project performance, market and industry trends, the continued housing market recovery, average sale price of homes to be closed in various periods, SG&A percentage, future cash needs and liquidity, leverage ratios and reduction strategies and land acquisition spending. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company makes no commitment, and disclaims any duty, to update or revise any forward-looking statements to reflect future events or changes in these expectations. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. Factors that may impact such forward-looking statements include, among others: the availability of labor and homebuilding materials and increased construction cycle times; the availability and timing of mortgage financing; adverse weather conditions; our financial leverage and level of indebtedness and any inability to comply with financial and other covenants under our debt instruments; continued volatility and worsening in general economic conditions either internationally, nationally or in regions in which we operate; increased outside broker costs; changes in governmental laws and regulations and increased costs, fees and delays associated therewith; potential changes to the tax code; worsening in markets for residential housing; the impact of construction defect, product liability and home warranty claims, including the adequacy of self-insurance accruals, and the applicability and sufficiency of our insurance coverage; decline in real estate values resulting in impairment of our real estate assets; volatility in the banking industry, credit and capital markets; terrorism or other hostilities involving the United States; building moratorium or “slow-growth” or “no-growth” initiatives that could be implemented in states in which we operate; changes in mortgage and

other interest rates; conditions in the capital, credit and financial markets, including mortgage lending standards and the availability of mortgage financing; changes in generally accepted accounting principles or interpretations of those principles; changes in prices of homebuilding materials; competition for home sales from other sellers of new and resale homes; cancellations and our ability to realize our backlog; the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements; limitations on our ability to utilize our tax attributes; whether an ownership change occurred that could, under certain circumstances, have resulted in the limitation of our ability to offset prior years’ taxable income with net operating losses; the timing of receipt of regulatory approvals and the opening of projects; the availability and cost of land for future development; and additional factors discussed under the sections captioned “Risk Factors” included in our annual and quarterly reports filed with the Securities and Exchange Commission. The foregoing list is not exhaustive. New risk factors may emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business.

Investor/Media Contacts:

Larry Clark

Financial Profiles, Inc.

(310) 622-8223

WLH@finprofiles.com

WILLIAM LYON HOMES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except number of shares and per share data)

(unaudited)

	Three			Three
	Months			Months
	Ended			Ended
	December 31,			December 31,
	2016			2015
Operating revenue
Home sales	$	473,221		$	397,162
Construction services		27			5,820
		473,248			402,982
Operating costs
Cost of sales — homes		(392,632	)		(324,338	)
Construction services		(27	)		(5,108	)
Sales and marketing		(21,158	)		(19,059	)
General and administrative		(21,519	)		(17,817	)
Amortization of intangible assets		—			(248	)
Other		269			(422	)
		(435,067	)		(366,992	)
Operating income		38,181			35,990
Equity in income of unconsolidated joint ventures		1,796			1,458
Other income, net		440			706
Income before provision for income taxes		40,417			38,154
Provision for income taxes		(13,991	)		(11,026	)
Net income		26,426			27,128
Less: Net income attributable to noncontrolling interests		(3,374	)		(833	)
Net income available to common stockholders	$	23,052		$	26,295
Income per common share:
Basic	$	0.63		$	0.72
Diluted	$	0.60		$	0.68
Weighted average common shares outstanding:
Basic		36,818,513			36,580,867
Diluted		38,740,148			38,546,342

WILLIAM LYON HOMES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except number of shares and per share data)

	Year			Year
	Ended			Ended
	December 31,			December 31,
	2016			2015
Operating revenue
Home sales	$	1,402,203		$	1,078,928
Construction services		3,837			25,124
		1,406,040			1,104,052
Operating costs
Cost of sales — homes		(1,162,337	)		(878,995	)
Construction services		(3,485	)		(21,181	)
Sales and marketing		(72,509	)		(61,539	)
General and administrative		(73,398	)		(59,161	)
Amortization of intangible assets		—			(958	)
Other		(343	)		(1,971	)
		(1,312,072	)		(1,023,805	)
Operating income		93,968			80,247
Equity in income of unconsolidated joint ventures		5,606			3,239
Other income, net		3,243			3,581
Income before provision for income taxes		102,817			87,067
Provision for income taxes		(34,850	)		(26,806	)
Net income		67,967			60,261
Less: Net income attributable to noncontrolling interests		(8,271	)		(2,925	)
Net income available to common stockholders	$	59,696		$	57,336
Income per common share:
Basic	$	1.62		$	1.57
Diluted	$	1.55		$	1.48
Weighted average common shares outstanding:
Basic		36,764,799			36,546,227
Diluted		38,474,900			38,767,556

WILLIAM LYON HOMES

CONSOLIDATED BALANCE SHEETS

(in thousands, except number of shares and par value per share)

	December 31,		December 31,
	2016		2015
	(unaudited)
ASSETS
Cash and cash equivalents	$	42,612	$	50,203
Restricted cash		—		504
Receivables		9,538		14,838
Escrow proceeds receivable		85		3,041
Real estate inventories		1,771,998		1,675,106
Investment in unconsolidated joint ventures		7,282		5,413
Goodwill		66,902		66,902
Intangibles, net of accumulated amortization of $4,640 as of December 31, 2016 and December 31, 2015		6,700		6,700
Deferred income taxes, net		75,751		79,726
Other assets, net		17,283		21,017
Total assets	$	1,998,151	$	1,923,450
LIABILITIES AND EQUITY
Accounts payable	$	74,282	$	75,881
Accrued expenses		79,790		70,324
Revolving credit facility		29,000		65,000
Construction notes payable		—		15,915
Joint venture notes payable		102,077		94,266
Land notes payable		24,691		—
Subordinated amortizing note		7,225		14,066
53/4% 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
		1,234,722		1,251,981
Commitments and contingencies
Equity:
William Lyon Homes stockholders’ equity
Preferred stock, par value $0.01 per share; 10,000,000 and no shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively		—		—
Common stock, Class A, par value $0.01 per share; 150,000,000 shares authorized; 28,909,781 and 28,363,879 shares issued, 27,907,724 and 27,657,435 outstanding at December 31, 2016 and December 31, 2015, respectively		290		284
Common stock, Class B, par value $0.01 per share; 30,000,000 shares authorized; 3,813,884 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively		38		38
Additional paid-in capital		419,099		413,810
Retained earnings		277,659		217,963
Total William Lyon Homes stockholders’ equity		697,086		632,095
Noncontrolling interests		66,343		39,374
Total equity		763,429		671,469
Total liabilities and equity	$	1,998,151	$	1,923,450

WILLIAM LYON HOMES

SELECTED FINANCIAL AND OPERATING INFORMATION

(unaudited)

	Three Months Ended December 31,
	2016			2015
	Consolidated			Consolidated			Percentage %
	Total			Total			Change
Selected Financial Information (1)
(dollars in thousands)
Homes closed		902			809			11	%
Home sales revenue	$	473,221		$	397,162			19	%
Cost of sales (excluding interest and purchase accounting adjustments)		(371,169	)		(301,194	)		23	%
Adjusted homebuilding gross margin (2)	$	102,052		$	95,968			6	%
Adjusted homebuilding gross margin percentage (2)		21.6	%		24.2	%		(11	%)
Interest in cost of sales		(17,987	)		(14,666	)		23	%
Purchase accounting adjustments		(3,476	)		(8,478	)		(59	%)
Gross margin	$	80,589		$	72,824			11	%
Gross margin percentage		17.0	%		18.3	%		(7	%)
Number of homes closed
California		264			225			17	%
Arizona		149			120			24	%
Nevada		111			73			52	%
Colorado		81			80			1	%
Washington		64			133			(52	%)
Oregon		233			178			31	%
Total		902			809			11	%
Average sales price of homes closed
California	$	700,600		$	693,300			1	%
Arizona		272,200			256,100			6	%
Nevada		565,000			560,400			1	%
Colorado		526,500			469,500			12	%
Washington		657,600			427,700			54	%
Oregon		430,300			421,800			2	%
Total	$	524,600		$	490,900			7	%
Number of net new home orders
California		161			122			32	%
Arizona		101			91			11	%
Nevada		46			79			(42	%)
Colorado		44			24			83	%
Washington		59			87			(32	%)
Oregon		153			113			35	%
Total		564			516			9	%
Average number of sales locations during period
California		24			19			26	%
Arizona		9			8			13	%
Nevada		11			13			(15	%)
Colorado		11			12			(8	%)
Washington		5			6			(17	%)
Oregon		19			16			19	%
Total		79			74			7	%

(1) For the periods presented, the Company is reporting in six segments: California, Arizona, Nevada, Colorado, Washington and Oregon.

(2) Adjusted homebuilding gross margin is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. It is used by management in evaluating operating performance and in making strategic decisions regarding sales pricing, construction and development pace, product mix and other operating decisions. We believe this information is meaningful as it isolates the impact that interest and purchase accounting adjustments have on homebuilding gross margin and allows investors to make better comparisons with our competitors.

WILLIAM LYON HOMES

SELECTED FINANCIAL AND OPERATING INFORMATION

(unaudited)

	Year Ended December 31,
	2016			2015
	Consolidated			Consolidated			Percentage %
	Total			Total			Change
Selected Financial Information (1)
(dollars in thousands)
Homes closed		2,781			2,314			20	%
Home sales revenue	$	1,402,203		$	1,078,928			30	%
Cost of sales (excluding interest and purchase accounting adjustments)		(1,081,626	)		(811,660	)		33	%
Adjusted homebuilding gross margin (2)	$	320,577		$	267,268			20	%
Adjusted homebuilding gross margin percentage (2)		22.9	%		24.8	%		(8	%)
Interest in cost of sales		(57,297	)		(38,416	)		49	%
Purchase accounting adjustments		(23,414	)		(28,919	)		(19	%)
Gross margin	$	239,866		$	199,933			20	%
Gross margin percentage		17.1	%		18.5	%		(8	%)
Number of homes closed
California		722			633			14	%
Arizona		473			252			88	%
Nevada		331			230			44	%
Colorado		251			230			9	%
Washington		289			434			(33	%)
Oregon		715			535			34	%
Total		2,781			2,314			20	%
Average sales price of homes closed
California	$	679,200		$	599,200			13	%
Arizona		266,300			265,900			0	%
Nevada		579,200			568,900			2	%
Colorado		512,100			465,300			10	%
Washington		534,900			417,600			28	%
Oregon		435,000			399,000			9	%
Total	$	504,200		$	466,300			8	%
Number of net new home orders
California		752			669			12	%
Arizona		468			414			13	%
Nevada		275			272			1	%
Colorado		248			224			11	%
Washington		297			416			(29	%)
Oregon		735			580			27	%
Total		2,775			2,575			8	%
Average number of sales locations during period
California		20			18			11	%
Arizona		8			7			14	%
Nevada		12			11			9	%
Colorado		10			13			(23	%)
Washington		6			6			0	%
Oregon		18			13			38	%
Total		74			68			9	%

(1) For the periods presented, the Company is reporting in six segments: California, Arizona, Nevada, Colorado, Washington and Oregon.

(2) Adjusted homebuilding gross margin is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. It is used by management in evaluating operating performance and in making strategic decisions regarding sales pricing, construction and development pace, product mix and other operating decisions. We believe this information is meaningful as it isolates the impact that interest and purchase accounting adjustments have on homebuilding gross margin and allows investors to make better comparisons with our competitors.

WILLIAM LYON HOMES

SELECTED FINANCIAL AND OPERATING INFORMATION

(unaudited)

	As of December 31,
	2016		2015
	Consolidated Total		Consolidated Total		Percentage % Change
Backlog of homes sold but not closed at end of period
California		224		194		15	%
Arizona		204		209		(2	%)
Nevada		59		115		(49	%)
Colorado		75		78		(4	%)
Washington		52		44		18	%
Oregon		119		99		20	%
Total		733		739		(1	%)
Dollar amount of homes sold but not closed at end of period
(in thousands)
California	$	182,300	$	152,673		19	%
Arizona		59,563		53,527		11	%
Nevada		45,034		77,151		(42	%)
Colorado		39,569		40,952		(3	%)
Washington		34,789		24,414		42	%
Oregon		49,420		43,053		15	%
Total	$	410,675	$	391,770		5	%
Lots owned and controlled at end of period
Lots owned
California		1,484		2,200		(33	%)
Arizona		4,932		5,204		(5	%)
Nevada		3,028		2,888		5	%
Colorado		1,475		798		85	%
Washington		1,367		1,144		19	%
Oregon		1,340		1,245		8	%
Total		13,626		13,479		1	%
Lots controlled
California		971		601		62	%
Arizona		—		—		0	%
Nevada		43		554		(92	%)
Colorado		86		134		(36	%)
Washington		1,036		871		19	%
Oregon		2,096		1,775		18	%
Total		4,232		3,935		8	%
Total lots owned and controlled
California		2,455		2,801		(12	%)
Arizona		4,932		5,204		(5	%)
Nevada		3,071		3,442		(11	%)
Colorado		1,561		932		67	%
Washington		2,403		2,015		19	%
Oregon		3,436		3,020		14	%
Total		17,858		17,414		3	%

WILLIAM LYON HOMES

SUPPLEMENTAL FINANCIAL INFORMATION

(dollars in thousands)

(unaudited)

	Three			Three
	Months			Months			Year			Year
	Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,
	2016			2015			2016			2015
Net income available to common stockholders	$	23,052		$	26,295		$	59,696		$	57,336
Net cash provided by (used in) operating activities	$	104,684		$	47,446		$	21,706		$	(172,908	)
Interest incurred	$	21,106		$	20,307		$	83,218		$	76,222
Adjusted EBITDA (1)	$	63,226		$	61,854		$	188,121		$	158,546
Adjusted EBITDA Margin (2)		13.4	%		15.3	%		13.4	%		14.4	%
Ratio of adjusted EBITDA to interest incurred		3.0			3.0			2.3			2.1

Balance Sheet Data

	December 31,			December 31,
	2016			2015
Cash, cash equivalents and restricted cash	$	42,612		$	50,707
Total William Lyon Homes stockholders’ equity		697,086			632,095
Noncontrolling interest		66,343			39,374
Total debt		1,080,650			1,105,776
Total book capitalization	$	1,844,079		$	1,777,245
Ratio of debt to total book capitalization		58.6	%		62.2	%
Ratio of debt to total book capitalization (net of cash)		57.6	%		61.1	%

(1) Adjusted EBITDA means net income (loss) attributable to William Lyon Homes plus (i) provision for income taxes, (ii) interest expense, (iii) amortization of capitalized interest included in cost of sales, (iv) stock based compensation, (v) depreciation and amortization, (vi) non-cash purchase accounting adjustments, (vii) cash distributions of income from unconsolidated joint ventures, and (viii) equity in income of unconsolidated joint ventures. Other companies may calculate adjusted EBITDA differently. Adjusted EBITDA is not a financial measure prepared in accordance with U.S. GAAP. Adjusted EBITDA is presented herein because management believes the presentation of adjusted EBITDA provides useful information to the Company’s investors regarding the Company’s financial condition and results of operations because adjusted EBITDA is a widely utilized indicator of a company’s operating performance. Adjusted EBITDA should not be considered as an alternative for net (loss) income, cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. A reconciliation of net income attributable to William Lyon Homes to adjusted EBITDA is provided in the following table:

(2) Calculated as Adjusted EBITDA as a percentage of operating revenue.

WILLIAM LYON HOMES

SUPPLEMENTAL FINANCIAL INFORMATION

(dollars in thousands)

(unaudited)

	Three Months Ended December 31, 2016			Three Months Ended December 31, 2015			Year Ended December 31, 2016			Year Ended December 31, 2015
Net income available to common stockholders	$	23,052		$	26,295		$	59,696		$	57,336
Provision for income taxes		13,991			11,026			34,850			26,806
Interest expense
Interest incurred		21,106			20,307			83,218			76,222
Interest capitalized		(21,106	)		(20,307	)		(83,218	)		(76,222	)
Amortization of capitalized interest included in cost of sales		18,418			14,666			60,160			38,416
Stock based compensation		2,757			1,742			6,844			6,570
Depreciation and amortization		498			727			2,006			2,663
Non-cash purchase accounting adjustments		3,476			8,478			26,445			28,919
Cash distributions of income from unconsolidated joint ventures		2,830			378			3,726			1,075
Equity in income of unconsolidated joint ventures		(1,796	)		(1,458	)		(5,606	)		(3,239	)
Adjusted EBITDA	$	63,226		$	61,854		$	188,121		$	158,546

EX-99.2

2016 Q4 and Year-End Earnings Call February 22, 2017, 9:00 am PT Exhibit 99.2

Forward Looking Statements and Non-GAAP Information Certain statements contained in the Company’s press release for the fourth quarter and year ended December 31, 2016 and the accompanying comments during our conference call that are not historical information may constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, but not limited to, forward-looking statements related to: anticipated new home deliveries, revenue and pre-tax income, gross margin performance, backlog conversion rates, operating and financial results for the first quarter of 2017 and full year 2017, community count growth and project performance, market and industry trends, the continued housing market recovery, average sale price of homes to be closed in various periods, SG&A percentage, future cash needs and liquidity, leverage ratios and reduction strategies and land acquisition spending. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company makes no commitment, and disclaims any duty, to update or revise any forward-looking statements to reflect future events or changes in these expectations. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. Factors that may impact such forward-looking statements include, among others: the availability of labor and homebuilding materials and increased construction cycle times; the availability and timing of mortgage financing; adverse weather conditions; our financial leverage and level of indebtedness and any inability to comply with financial and other covenants under our debt instruments; continued volatility and worsening in general economic conditions either internationally, nationally or in regions in which we operate; increased outside broker costs; changes in governmental laws and regulations and increased costs, fees and delays associated therewith; potential changes to the tax code; worsening in markets for residential housing; the impact of construction defect, product liability and home warranty claims, including the adequacy of self-insurance accruals, and the applicability and sufficiency of our insurance coverage; decline in real estate values resulting in impairment of our real estate assets; volatility in the banking industry, credit and capital markets; terrorism or other hostilities involving the United States; building moratorium or "slow-growth" or "no-growth" initiatives that could be implemented in states in which we operate; changes in mortgage and other interest rates; conditions in the capital, credit and financial markets, including mortgage lending standards and the availability of mortgage financing; changes in generally accepted accounting principles or interpretations of those principles; changes in prices of homebuilding materials; competition for home sales from other sellers of new and resale homes; cancellations and our ability to realize our backlog; the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements; limitations on our ability to utilize our tax attributes; whether an ownership change occurred that could, under certain circumstances, have resulted in the limitation of our ability to offset prior years' taxable income with net operating losses; the timing of receipt of regulatory approvals and the opening of projects; the availability and cost of land for future development; and additional factors discussed under the sections captioned "Risk Factors" included in our annual and quarterly reports filed with the Securities and Exchange Commission. The foregoing list is not exhaustive. New risk factors may emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. This presentation contains certain supplemental financial measures that are not calculated pursuant to U.S. GAAP. These non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation of non-GAAP measures to GAAP measures is contained in the Appendix to this presentation. A copy of the press release reporting the Company’s financial results for the three and twelve months ended December 31, 2016 is available on the Company's website at www.lyonhomes.com.

Management Presenters William H. Lyon Chairman of the Board and Executive Chairman Matthew R. Zaist President and Chief Executive Officer Colin T. Severn Senior Vice President and Chief Financial Officer

Year over Year Comparisons % y-o-y change: +17% +3% +4% +9% % y-o-y change: +28% +7% +7% +7% % y-o-y change: (8%) (4%) (3%) +2% Net New Orders (Units) Order Value (In Millions) Average Community Count Monthly Order Absorption Rate/Avg. Community % y-o-y change: +25% +13% +17% +17% Order ASP ($ In Thousands) $456 $486 $444 $486 $475 $536 $473 $504 2015 2016

% y-o-y change: +38% +31% +40% +19% Year over Year Comparisons (continued) % y-o-y change: +40% +20% +19% +11% Homes Closed Homebuilding Revenue ($ Million) Bps y-o-y change: +10bps (200bps) (250bps) (260bps) Bps y-o-y change: (110bps) (180bps) (140bps) (130bps) Adjusted Gross Margin Gross Margin (GAAP) 2015 2016 Closings ASP ($ In Thousands) $489 $481 $448 $490 $433 $509 $491 $525

Summary of Q4 and FY 2016 Results William Lyon Homes’ business has continued to improve across a number of financial and operating metrics Dollar value of orders up 17% y-o-y Q4 and FY to around $1.4 billion. New home deliveries are up 11% and 20% y-o-y Q4 and FY, respectively, and home sales revenues up 19% and 30%. Operating income up 6% and 17% y-o-y Q4 and FY, respectively, and adjusted EBITDA up 2% and 19%. SG&A margin Q4 of 9.0%, improvement of 30 bps y-o-y and SG&A margin FY of 10.4%, improvement of 80 bps y-o-y.

Significant Growth in Revenues and Closings Total Revenue ($ Millions) Home Closings Since 2012, home closings have increased nearly threefold and total revenue has increased nearly fourfold.

2016 Sales Volume – Actual vs. Prior Year Total Net Orders by Month (Units) % y-o-y change: +21% +22% +11% +3 % (7%) +13% +4% (3%) +12% +18% (7%) +19% +12% Avg. Sales Locations: 55 72 52 67 54 67 63 68 69 72 71 77 71 79 73 78 76 76 75 78 74 79 72 81 72 81 Monthly Absorption Rate: 3.0 2.8 3.6 3.4 4.3 3.8 4.5 4.3 4.0 3.5 4.0 4.2 3.1 2.8 3.1 2.9 2.4 2.7 2.3 2.7 2.6 2.2 2.1 2.2 2.8 2.8 2015 2016 2017 Up 25%

Backlog Growth – Year over Year Value $392M Homes 739 ASP $530k Q4 2015 Q4 2016 Value $411M Homes 733 ASP $560k Units (1%)ASP 6%$ Value 5%

Backlog Conversion Rate Backlog Conversion Rate - Quarterly

We employ a diversified product strategy, even within the same project footprint, allowing us to serve a wide range of buyers and to adapt quickly to strengthening or weakening market conditions Breadth of product and price point allows flexibility to pursue a broader array of land acquisition opportunities Entry Level product represented 48% of units closed in Q4’16, up from 45% in the same period of prior year, demonstrating our continued focus on that buyer segment. ASP by Buyer Type ($ in ‘000s) Units by Buyer Type High Quality, Diverse Product Offerings Buyer Type – Q4 2016 Homes Closed Price Range – Q4 2016 Home Closings and Backlog Home Closings - Units Backlog - Units ASP: $525k ASP: $560k Buyer Type – Q4 2016 Ending Backlog ASP by Buyer Type ($ in ‘000s) Units by Buyer Type $301k - $450k 25% $451k - $600k 20% $451k - $600k 22% > $600k 30% ≤ $300k 25% > $600k 30% $301k - $450k 20% ≤ $300k 28% 1st time move-up38% 2nd time move-up20% 1st time move-up34% 2nd time move-up15% Luxury4% Luxury3%

Strong New Order Growth – Dollars Trailing Twelve Months Dollar value of new home orders of $1.4 billion for YE 2016, an increase of 17% over the prior year and up 72% over a two year period. Q4’16 dollar value of new orders was $284 million, up 17% over the prior year. TTM Dollar Value of Orders ($ Millions) TTM Ending: Up 17% Y-o-Y

Consistent Growth and Operating Leverage Over the last years, the Company has generated strong annual revenue growth and consistently lower SG&A as a percentage of homebuilding revenue. Q4’16 SG&A represents 9.0% of the quarterly homebuilding revenue, improvement of 30 bps from 9.3% in Q4’15. TTM Total Revenue ($ Millions) TTM Ending: TTM SG&A as a % of Homebuilding Revenue Note: 2014 SG&A excludes Polygon transaction fees of $5.9 million. SG&A G&A

Debt Refinance - Summary 13 New notes description: 5.875% Senior Notes due 2025 Total principal amount: $450 million Maturity: January 31, 2025 Interest payment dates: Semi-annually on January 31 and July 31, commencing July 31, 2017 Interest Savings of approximately $10 million annually. Net tax effected cost associated with refinance is approximately $13.9 million, which  will return with interest savings in 17 months.

14 Senior Notes Maturity 5.75% Sr. Notes 5.875% Sr. Notes 7% Sr. Notes The 5.75%, 7% and 5.875% Senior Notes are callable beginning in April 2016, August 2017 and February 2020, respectively. ($ in millions)

Key Investment Highlights 15 Strong presence in high quality markets Attractive land portfolio High quality, diverse product offerings Balanced capital structure Expertise in land acquisition, entitlement, and development Disciplined operating strategy Strong customer satisfaction and significant brand loyalty Experienced management team

Appendix

Adjusted EBITDA 17

Adjusted Homebuilding Gross Margin 18 (1) Cost of sales excluding interest and purchase accounting adjustments