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): April 30, 2015

STANDARD PACIFIC CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10959	33-0475989
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15360 Barranca Parkway Irvine, California	92618
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 789-1600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 30, 2015 Standard Pacific Corp. issued a press release announcing financial results for the quarter ended March 31, 2015. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the press release.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release announcing financial results for the quarter ended March 31, 2015.

SIGNATURES

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

Date: April 30, 2015

STANDARD PACIFIC CORP.
By:	/S/ JEFF J. MCCALL
	Jeff J. McCall
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release announcing financial results for the quarter ended March 31, 2015.

EX-99.1

Exhibit 99.1

News Release

Standard Pacific Corp. Reports 2015 First Quarter Results

Net new orders of 1,571, up 20%, net new order value up 31%

Q1 2015 backlog value of $1.3 billion, up 29% from Q1 2014

IRVINE, CALIFORNIA, April 30, 2015.  Standard Pacific Corp. (NYSE: SPF) today announced results for the first quarter ended March 31, 2015.

2015 First Quarter Highlights and Comparisons to 2014 First Quarter

· Net new orders of 1,571, up 20%; Dollar value of net new orders up 31%

· Backlog of 2,310 homes, up 15%; Dollar value of backlog up 29%

· 198 average active selling communities, up 14%

· 972 new home deliveries, down 2%

· Average selling price of $482 thousand, up 7%

· Home sale revenues of $468.4 million, up 5%

· Gross margin from home sales of 24.2%, compared to 26.6%

· Operating margin from home sales of $47.5 million, or 10.1%, compared to $60.1 million, or 13.4%

· Net income of $31.6 million, or $0.08 per diluted share, vs. net income of $38.2 million, or $0.09 per diluted share

· $160.1 million of land purchases and development costs, compared to $224.1 million

Scott Stowell, the Company's President and Chief Executive Officer commented, "I'm pleased with our first quarter results and the start to the spring selling season.  With our orders up 20%, backlog value up 29% and the solid improvement we are seeing in our backlog gross margin, 2015 is setting up to be another year of solid growth and performance for the Company."

Orders.  Net new orders for the 2015 first quarter were up 20% from the 2014 first quarter, to 1,571 homes, with the dollar value of these orders up 31%.  The Company's monthly sales absorption rate was 2.6 per community for the 2015 first quarter, up 5% from the 2014 first quarter and up 49% compared to the 2014 fourth quarter.  The increase in sales absorption rate from the 2014 fourth quarter to the 2015 first quarter was above the seasonality we typically experience in our business.  The Company's cancellation rate for the 2015 first quarter was 11% compared to 14% for the 2014 first quarter and 21% for the 2014 fourth quarter.

Backlog.  The dollar value of homes in backlog increased 29% to $1.3 billion, or 2,310 homes, compared to $1.0 billion, or 2,016 homes, for the 2014 first quarter, and increased 41% compared to $916.4 million, or 1,711 homes, for the 2014 fourth quarter.  The increase in year-over-year backlog value was driven primarily by a 13% increase in the average selling price of the homes in backlog, reflecting the continued execution of our move-up homebuyer focused strategy and a favorable pricing environment in select markets.

Revenue.  Revenues from home sales for the 2015 first quarter increased 5%, to $468.4 million, as compared to the prior year period, resulting primarily from a 7% increase in the Company's average home price to $482 thousand, partially offset by a 2% decrease in new home deliveries.  The increase in average home price was primarily attributable to a shift to more move-up product and general price increases within a majority of the Company's markets.  The decrease in new home deliveries compared to the prior year period was driven primarily by a 14% decrease in deliveries from the Company's California region, partially offset by an 11% increase from the Company's Southwest region.

Gross Margin.  Gross margin percentage from home sales for the 2015 first quarter was 24.2%, down 100 basis points from last quarter, consistent with the Company's expectations.  As previously disclosed, we anticipate our full year gross margin will be in the 24-25% range.

Land.  During the 2015 first quarter, the Company spent $160.1 million on land purchases and development costs, compared to $224.1 million for the 2014 first quarter. The Company purchased $78.5 million of land, consisting of 971 homesites, of which 31% (based on homesites) is located in California, 28% in Texas, 21% in the Carolinas, 19% in Florida, and 1% in Colorado.  As of March 31, 2015, the Company owned or controlled 35,183 homesites, of which 24,771 were owned and actively selling or under development, 5,999 were controlled or under option, and the remaining 4,413 homesites were held for future development or for sale.  The homesites owned that are actively selling or under development represent a 5.0 year supply based on the Company's deliveries for the trailing twelve months ended March 31, 2015.

Liquidity.  The Company ended the quarter with $516 million of available liquidity, including $81 million of unrestricted homebuilding cash and $435 million available to borrow under the revolving credit facility. The revolving credit facility has an accordion feature under which the aggregate commitment may be increased from $450 million to a maximum amount of $750 million, subject to the Company's future needs and the availability of additional bank capacity.  The Company's homebuilding debt to book capitalization as of March 31, 2015 and 2014 was 56.0% and 54.9%, respectively, and adjusted net homebuilding debt to adjusted book capitalization was 54.6%* and 51.7%*, respectively.  In addition, the Company's homebuilding debt to adjusted homebuilding EBITDA for the LTM period ending March 31, 2015 and 2014 was 4.6x* and 4.5x*, respectively.

Earnings Conference Call

A conference call to discuss the Company's 2015 first quarter results will be held at 12:00 p.m. Eastern time May 1, 2015.  The call will be broadcast live over the Internet and can be accessed through the Company's website at http://ir.standardpacifichomes.com.  The call will also be accessible via telephone by dialing (888) 299-7230 (domestic) or (719) 325-2359 (international); Passcode: 7558033. The audio transmission with the slide presentation will be available on our website for replay within 2 to 3 hours following the live broadcast, and can be accessed by dialing (888) 203-1112 (domestic) or (719) 457-0820 (international); Passcode: 7558033.

About Standard Pacific

Standard Pacific Homes (NYSE: SPF) has been building beautiful, high-quality homes and neighborhoods since its founding in Southern California in 1965.  With a trusted reputation for quality craftsmanship, an outstanding customer experience and exceptional architectural design, the Company utilizes its decades of land acquisition, development and homebuilding expertise to successfully navigate today's complex landscape to acquire and build desirable communities in locations that meet the high expectations of the Company's targeted move-up homebuyers.  Currently offering new homes in major metropolitan areas in Arizona, California, Colorado, Florida, North Carolina, South Carolina, and Texas, we invite you to learn more about us by visiting standardpacifichomes.com.

This news release contains forward-looking statements.  These statements include but are not limited to statements regarding new home orders; deliveries; backlog; absorption rates; cancellation rates; average home price; revenue; profitability; cash flow; liquidity; gross margin; operating margin; product mix; land supply; the benefit of, and execution on, our strategy; our future cash needs and the availability of additional bank commitments; the spring selling season; and our future growth and performance.  Forward-looking statements are based on our current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements.  Such statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of the Company's control and difficult to forecast that may cause actual results to differ materially from those that may be described or implied.  Such factors include but are not limited to:  local and general economic and market conditions, including consumer confidence, employment rates, interest rates, the cost and availability of mortgage financing, and stock market, home and land valuations; the impact on economic conditions, terrorist attacks or the outbreak or escalation of armed conflict involving the United States; the cost and availability of suitable undeveloped land, building materials

2

and labor; the cost and availability of construction financing and corporate debt and equity capital; our significant amount of debt and the impact of restrictive covenants in our debt agreements; our ability to repay our debt as it comes due; changes in our credit rating or outlook; the demand for and affordability of single-family homes; the supply of housing for sale; cancellations of purchase contracts by homebuyers; the cyclical and competitive nature of the Company's business; governmental regulation, including the impact of "slow growth" or similar initiatives; delays in the land entitlement process, development, construction, or the opening of new home communities; adverse weather conditions and natural disasters; environmental matters; risks relating to the Company's mortgage banking operations; future business decisions and the Company's ability to successfully implement the Company's operational and other strategies; litigation and warranty claims; and other risks discussed in the Company's filings with the Securities and Exchange Commission, including in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2014 and subsequent Quarterly Reports on Form 10-Q.  The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements.  The Company nonetheless reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release.  No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

Contact:

Jeff McCall, EVP & CFO (949) 789-1655, jmccall@stanpac.com

*Please see "Reconciliation of Non-GAAP Financial Measures" beginning on page 10.

###

(Note: Tables Follow)

3

KEY STATISTICS AND FINANCIAL DATA¹

		As of or For the Three Months Ended
		March 31,		March 31,		Percentage	December 31,		Percentage
		2015		2014		or % Change	2014		or % Change
Operating Data		(Dollars in thousands)
Deliveries			972		995	(2%)		1,475	(34%)
Average selling price		$	482	$	449	7%	$	491	(2%)
Home sale revenues		$	468,379	$	446,918	5%	$	724,342	(35%)
Gross margin % (including land sales)			24.3%		25.8%	(1.5%)		24.2%	0.1%
Gross margin % from home sales			24.2%		26.6%	(2.4%)		25.2%	(1.0%)
Adjusted gross margin % from home sales (excluding interest
	amortized to cost of home sales)*		29.0%		32.0%	(3.0%)		30.2%	(1.2%)
Incentive and stock-based compensation expense		$	4,422	$	5,028	(12%)	$	7,364	(40%)
Selling expenses		$	26,123	$	22,699	15%	$	35,746	(27%)
G&A expenses (excluding incentive and stock-based
	compensation expenses)	$	35,525	$	30,863	15%	$	36,162	(2%)
SG&A expenses		$	66,070	$	58,590	13%	$	79,272	(17%)
SG&A % from home sales			14.1%		13.1%	1.0%		10.9%	3.2%
Operating margin from home sales		$	47,492	$	60,083	(21%)	$	103,455	(54%)
Operating margin % from home sales			10.1%		13.4%	(3.3%)		14.3%	(4.2%)
Net new orders (homes)			1,571		1,311	20%		978	61%
Net new orders (dollar value)		$	829,930	$	633,818	31%	$	494,064	68%
Average active selling communities			198		174	14%		184	8%
Monthly sales absorption rate per community			2.6		2.5	5%		1.8	49%
Cancellation rate			11%		14%	(3%)		21%	(10%)
Gross cancellations			200		221	(10%)		258	(22%)
Cancellations from current quarter sales			84		90	(7%)		70	20%
Backlog (homes)			2,310		2,016	15%		1,711	35%
Backlog (dollar value)		$	1,293,272	$	1,001,385	29%	$	916,376	41%
Cash flows (uses) from operating activities		$	(94,071)	$	(117,563)	20%	$	(103,851)	9%
Cash flows (uses) from investing activities		$	(7,884)	$	10,286		$	(5,690)	(39%)
Cash flows (uses) from financing activities		$	(6,840)	$	(50,902)	87%	$	296,266
Land purchases (incl. seller financing)		$	78,494	$	144,744	(46%)	$	172,320	(54%)
Adjusted Homebuilding EBITDA*		$	74,457	$	89,008	(16%)	$	143,529	(48%)
Adjusted Homebuilding EBITDA Margin %*			15.8%		19.3%	(3.5%)		19.0%	(3.2%)
Homebuilding interest incurred		$	41,803	$	38,786	8%	$	39,960	5%
Homebuilding interest capitalized to inventories owned		$	41,401	$	38,213	8%	$	39,594	5%
Homebuilding interest capitalized to investments in JVs		$	402	$	573	(30%)	$	366	10%
Interest amortized to cost of sales (incl. cost of land sales)		$	22,638	$	24,983	(9%)	$	39,354	(42%)

		As of
		March 31,		December 31,		Percentage
		2015		2014		or % Change
Balance Sheet Data		(Dollars in thousands, except per share amounts)
Homebuilding cash (including restricted cash)		$	120,167	$	218,650	(45%)
Inventories owned		$	3,480,777	$	3,255,204	7%
Homesites owned and controlled			35,183		35,430	(1%)
Homes under construction			2,317		2,032	14%
Completed specs			424		515	(18%)
Deferred tax asset valuation allowance		$	1,375	$	2,561	(46%)
Homebuilding debt		$	2,151,607	$	2,136,082	1%
Stockholders' equity		$	1,688,355	$	1,676,688	1%
Adjusted stockholders' equity per share (including if-converted
	preferred stock)*	$	4.66	$	4.62	1%
Total consolidated debt to book capitalization			57.1%		57.0%	0.1%
Adjusted net homebuilding debt to total adjusted
	book capitalization*		54.6%		53.3%	1.3%

¹All statistical numbers exclude unconsolidated joint ventures unless noted otherwise.

*Please see "Reconciliation of Non-GAAP Financial Measures" beginning on page 10.

4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31,
	2015			2014
	(Dollars in thousands, except per share amounts)
	(Unaudited)
Homebuilding:
Home sale revenues	$	468,379		$	446,918
Land sale revenues		1,899			13,281
Total revenues		470,278			460,199
Cost of home sales		(354,817	)		(328,245	)
Cost of land sales		(1,356	)		(13,004	)
Total cost of sales		(356,173	)		(341,249	)
Gross margin		114,105			118,950
Gross margin %		24.3	%		25.8	%
Selling, general and administrative expenses		(66,070	)		(58,590	)
Income (loss) from unconsolidated joint ventures		(451	)		(437	)
Other income (expense)		(296	)		(13	)
Homebuilding pretax income		47,288			59,910
Financial Services:
Revenues		4,919			4,984
Expenses		(4,101	)		(3,440	)
Other income		390			161
Financial services pretax income		1,208			1,705
Income before taxes		48,496			61,615
Provision for income taxes		(16,891	)		(23,456	)
Net income		31,605			38,159
Less: Net income allocated to preferred shareholder		(7,662	)		(9,147	)
Less: Net income allocated to unvested restricted stock		(67	)		(59	)
Net income available to common stockholders	$	23,876		$	28,953
Income Per Common Share:
Basic	$	0.09		$	0.10
Diluted	$	0.08		$	0.09
Weighted Average Common Shares Outstanding:
Basic		273,635,605			277,948,342
Diluted		310,391,822			315,894,969
Weighted average additional common shares outstanding
if preferred shares converted to common shares		87,812,786			87,812,786
Total weighted average diluted common shares outstanding
if preferred shares converted to common shares		398,204,608			403,707,755

5

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	2015		2014
	(Dollars in thousands)
ASSETS	(Unaudited)
Homebuilding:
Cash and equivalents	$	80,926	$	180,428
Restricted cash		39,241		38,222
Trade and other receivables		25,970		19,005
Inventories:
Owned		3,480,777		3,255,204
Not owned		50,856		85,153
Investments in unconsolidated joint ventures		51,362		50,111
Deferred income taxes, net		273,678		276,402
Other assets		39,872		42,592
Total Homebuilding Assets		4,042,682		3,947,117
Financial Services:
Cash and equivalents		22,672		31,965
Restricted cash		1,295		1,295
Mortgage loans held for sale, net		98,692		174,420
Mortgage loans held for investment, net		18,518		14,380
Other assets		8,290		5,243
Total Financial Services Assets		149,467		227,303
Total Assets	$	4,192,149	$	4,174,420
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	58,564	$	45,085
Accrued liabilities		199,846		223,783
Revolving credit facility		15,000		―
Secured project debt and other notes payable		4,378		4,689
Senior notes payable		2,132,229		2,131,393
Total Homebuilding Liabilities		2,410,017		2,404,950
Financial Services:
Accounts payable and other liabilities		2,240		3,369
Mortgage credit facilities		91,537		89,413
Total Financial Services Liabilities		93,777		92,782
Total Liabilities		2,503,794		2,497,732
Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value; 10,000,000 shares
authorized; 267,829 shares issued and outstanding
at March 31, 2015 and December 31, 2014		3		3
Common stock, $0.01 par value; 600,000,000 shares
authorized; 274,390,765 and 275,141,189 shares
issued and outstanding at March 31, 2015 and
December 31, 2014, respectively		2,744		2,751
Additional paid-in capital		1,326,771		1,346,702
Accumulated earnings		358,837		327,232
Total Equity		1,688,355		1,676,688
Total Liabilities and Equity	$	4,192,149	$	4,174,420

INVENTORIES

	March 31,		December 31,
	2015		2014
	(Dollars in thousands)
	(Unaudited)
Inventories Owned:
Land and land under development	$	2,287,004	$	2,248,289
Homes completed and under construction		1,007,853		827,612
Model homes		185,920		179,303
Total inventories owned	$	3,480,777	$	3,255,204
Inventories Owned by Segment:
California	$	1,520,677	$	1,422,330
Southwest		852,540		799,473
Southeast		1,107,560		1,033,401
Total inventories owned	$	3,480,777	$	3,255,204

6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2015			2014
	(Dollars in thousands)
	(Unaudited)
Cash Flows From Operating Activities:
Net income	$	31,605		$	38,159
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Amortization of stock-based compensation		2,695			2,372
Excess tax benefits from share-based payment arrangements		(3,369	)		―
Deferred income tax provision		16,874			23,622
Other operating activities		1,892			1,616
Changes in cash and equivalents due to:
Trade and other receivables		(7,008	)		(17,549	)
Mortgage loans held for sale		75,724			51,938
Inventories - owned		(199,972	)		(188,759	)
Inventories - not owned		(5,878	)		(8,165	)
Other assets		76			(833	)
Accounts payable		13,479			1,376
Accrued liabilities		(20,189	)		(21,340	)
Net cash provided by (used in) operating activities		(94,071	)		(117,563	)
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		(7,639	)		(2,787	)
Distributions of capital from unconsolidated joint ventures		5,732			14,808
Other investing activities		(5,977	)		(1,735	)
Net cash provided by (used in) investing activities		(7,884	)		10,286
Cash Flows From Financing Activities:
Change in restricted cash		(1,019	)		(5,238	)
Net proceeds from (payments on) revolving credit facility		15,000			―
Principal payments on secured project debt and other notes payable		(311	)		(890	)
Net proceeds from (payments on) mortgage credit facilities		2,124			(48,370	)
Repurchases of common stock		(22,073	)		―
Issuance of common stock under employee stock plans		(3,930	)		3,596
Excess tax benefits from share-based payment arrangements		3,369			―
Net cash provided by (used in) financing activities		(6,840	)		(50,902	)
Net increase (decrease) in cash and equivalents		(108,795	)		(158,179	)
Cash and equivalents at beginning of period		212,393			363,291
Cash and equivalents at end of period	$	103,598		$	205,112
Cash and equivalents at end of period	$	103,598		$	205,112
Homebuilding restricted cash at end of period		39,241			26,698
Financial services restricted cash at end of period		1,295			1,295
Cash and equivalents and restricted cash at end of period	$	144,134		$	233,105

7

REGIONAL OPERATING DATA

				Three Months Ended March 31,
				2015				2014				% Change
				Homes		ASP		Homes		ASP		Homes		ASP
				(Dollars in thousands)
New homes delivered:
	California				292	$	634		339	$	624		(14%)		2%
		Arizona			57		322		63		305		(10%)		6%
		Texas			198		494		149		415		33%		19%
		Colorado			40		552		53		484		(25%)		14%
	Southwest				295		469		265		403		11%		16%
		Florida			201		414		235		350		(14%)		18%
		Carolinas			184		337		156		298		18%		13%
	Southeast				385		377		391		329		(2%)		15%
			Consolidated total		972	$	482		995	$	449		(2%)		7%

				Three Months Ended March 31,
				2015				2014				% Change
				Homes		ASP		Homes		ASP		Homes		ASP
				(Dollars in thousands)
Net new orders:
	California				526	$	688		473	$	646		11%		7%
		Arizona			95		346		67		305		42%		13%
		Texas			309		503		235		464		31%		8%
		Colorado			83		527		53		480		57%		10%
	Southwest				487		477		355		436		37%		9%
		Florida			313		469		283		395		11%		19%
		Carolinas			245		363		200		307		23%		18%
	Southeast				558		423		483		359		16%		18%
			Consolidated total		1,571	$	528		1,311	$	483		20%		9%

				Three Months Ended March 31,
				2015	2014	% Change
Average number of selling communities during the period:
	California			48	46	4%
		Arizona		13	11	18%
		Texas		47	35	34%
		Colorado		9	10	(10%)
	Southwest			69	56	23%
		Florida		53	41	29%
		Carolinas		28	31	(10%)
	Southeast			81	72	13%
			Consolidated total	198	174	14%

				At March 31,
				2015				2014				% Change
				Homes		Dollar Value		Homes		Dollar Value		Homes		Dollar Value
				(Dollars in thousands)
Backlog:
	California				532	$	408,967		530	$	360,371		0%		13%
		Arizona			134		48,814		109		38,032		23%		28%
		Texas			582		306,326		376		184,452		55%		66%
		Colorado			118		67,576		108		55,930		9%		21%
	Southwest				834		422,716		593		278,414		41%		52%
		Florida			563		320,119		552		248,543		2%		29%
		Carolinas			381		141,470		341		114,057		12%		24%
	Southeast				944		461,589		893		362,600		6%		27%
			Consolidated total		2,310	$	1,293,272		2,016	$	1,001,385		15%		29%

8

REGIONAL OPERATING DATA (Continued)

			At March 31,
			2015	2014	% Change
Homesites owned and controlled:
	California		9,880	9,545	4%
		Arizona	2,041	2,302	(11%)
		Texas	4,640	4,555	2%
		Colorado	1,047	1,254	(17%)
		Nevada	1,124	1,124	―
	Southwest		8,852	9,235	(4%)
		Florida	12,372	12,257	1%
		Carolinas	4,079	4,678	(13%)
	Southeast		16,451	16,935	(3%)
		Total (including joint ventures)	35,183	35,715	(1%)
	Homesites owned		29,184	28,743	2%
	Homesites optioned or subject to contract		5,801	6,707	(14%)
	Joint venture homesites		198	265	(25%)
		Total (including joint ventures)	35,183	35,715	(1%)
Homesites owned:
	Raw lots		8,221	6,892	19%
	Homesites under development		7,659	9,811	(22%)
	Finished homesites		7,654	6,341	21%
	Under construction or completed homes		3,428	3,198	7%
	Held for sale		2,222	2,501	(11%)
		Total	29,184	28,743	2%

9

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Each of the below measures are non-GAAP financial measures and other companies may calculate such non-GAAP measures differently.  Due to the significance of the GAAP components excluded, such measures should not be considered in isolation or as an alternative to operating performance measures prescribed by GAAP.

The table set forth below reconciles the Company's gross margin percentage from home sales to adjusted gross margin percentage from home sales, excluding interest amortized to cost of home sales.  We believe these measures are useful to management and investors as they provide perspective on the underlying operating performance of the business excluding these charges and provide comparability with the Company's peer group.

	Three Months Ended
	March 31, 2015		Gross Margin %	March 31, 2014		Gross Margin %	December 31, 2014		Gross Margin %
	(Dollars in thousands)
Home sale revenues	$	468,379		$	446,918		$	724,342
Less: Cost of home sales		(354,817)			(328,245)			(541,615)
Gross margin from home sales		113,562	24.2%		118,673	26.6%		182,727	25.2%
Add: Capitalized interest included in cost
of home sales		22,395	4.8%		24,368	5.4%		36,370	5.0%
Adjusted gross margin from home sales, excluding
interest amortized to cost of home sales	$	135,957	29.0%	$	143,041	32.0%	$	219,097	30.2%

The table set forth below reconciles the Company's total consolidated debt to adjusted net homebuilding debt and provides the Company's total consolidated debt to book capitalization and adjusted net homebuilding debt to total adjusted book capitalization ratios.  In addition, the table set forth below calculates homebuilding debt to adjusted homebuilding EBITDA.  We believe these ratios are useful to management and investors as a measure of the Company's ability to obtain financing.  For purposes of the ratio of adjusted net homebuilding debt to total adjusted book capitalization, total adjusted book capitalization is adjusted net homebuilding debt plus stockholders' equity.  Adjusted net homebuilding debt excludes indebtedness of the Company's financial services subsidiary and additionally reflects the offset of cash and equivalents.

		March 31, 2015		December 31, 2014		March 31, 2014
		(Dollars in thousands)
Total consolidated debt		$	2,243,144	$	2,225,495	$	1,892,491
Less:
	Financial services indebtedness		(91,537)		(89,413)		(52,497)
	Homebuilding cash		(120,167)		(218,650)		(221,400)
Adjusted net homebuilding debt			2,031,440		1,917,432		1,618,594
Stockholders' equity			1,688,355		1,676,688		1,513,087
Total adjusted book capitalization		$	3,719,795	$	3,594,120	$	3,131,681
Total consolidated debt to book capitalization			57.1%		57.0%		55.6%
Adjusted net homebuilding debt to total adjusted book capitalization			54.6%		53.3%		51.7%
Homebuilding debt		$	2,151,607	$	2,136,082	$	1,839,994
LTM adjusted homebuilding EBITDA		$	465,453	$	480,004	$	408,806
Homebuilding debt to adjusted homebuilding EBITDA			4.6x		4.5x		4.5x

The table set forth below calculates adjusted stockholders' equity per common share.  The Company believes that the adjusted stockholders' equity per common share information is useful to management and investors as a measure to determine the book value per common share after giving the pro forma effect to the conversion of our outstanding preferred shares assuming full conversion to common stock.

	March 31,		December 31,
	2015		2014
Actual common shares outstanding		274,390,765		275,141,189
Add: Conversion of preferred shares to common shares		87,812,786		87,812,786
Pro forma common shares outstanding		362,203,551		362,953,975
Stockholders' equity (Dollars in thousands)	$	1,688,355	$	1,676,688
Divided by pro forma common shares outstanding	÷	362,203,551	÷	362,953,975
Adjusted stockholders' equity per common share	$	4.66	$	4.62

10

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Continued)

The table set forth below calculates EBITDA and Adjusted Homebuilding EBITDA.  Adjusted Homebuilding EBITDA means net income (plus cash distributions of income from unconsolidated joint ventures) before (a) income taxes, (b) homebuilding interest expense (c) expensing of previously capitalized interest included in cost of sales, (d) impairment charges and deposit write-offs, (e) (gain) loss on early extinguishment of debt (f) homebuilding depreciation and amortization, (g) amortization of stock-based compensation, (h) income (loss) from unconsolidated joint ventures and (i) income (loss) from financial services subsidiaries.  Other companies may calculate Adjusted Homebuilding EBITDA (or similarly titled measures) differently.  We believe Adjusted Homebuilding EBITDA information is useful to management and investors as one measure of the Company's ability to service debt and obtain financing.  Adjusted Homebuilding EBITDA is a non-GAAP financial measure and due to the significance of the GAAP components excluded, should not be considered in isolation or as an alternative to net income, cash flow from operations or any other operating or liquidity performance measure prescribed by GAAP.

		Three Months Ended						LTM Ended March 31,
		March 31, 2015		March 31, 2014		December 31, 2014		2015		2014
		(Dollars in thousands)
Net income		$	31,605	$	38,159	$	64,644	$	209,311	$	205,050
	Provision for income taxes		16,891		23,456		39,738		127,534		78,870
	Homebuilding interest amortized to cost of sales and interest expense		22,638		24,983		39,354		120,767		118,876
	Homebuilding depreciation and amortization		1,385		1,145		1,206		5,030		3,972
	Amortization of stock-based compensation		2,695		2,372		733		8,792		9,856
EBITDA			75,214		90,115		145,675		471,434		416,624
Add:
	Cash distributions of income from unconsolidated joint ventures		―		―		―		1,875		1,500
Less:
	Income (loss) from unconsolidated joint ventures		(451)		(437)		(326)		(682)		(622)
	Income from financial services subsidiaries		1,208		1,544		2,472		8,538		9,940
Adjusted Homebuilding EBITDA		$	74,457	$	89,008	$	143,529	$	465,453	$	408,806
Homebuilding revenues		$	470,278	$	460,199	$	753,644	$	2,421,257	$	2,017,087
Adjusted Homebuilding EBITDA Margin %			15.8%		19.3%		19.0%		19.2%		20.3%

The table set forth below reconciles net cash provided by (used in) operating activities, calculated and presented in accordance with GAAP, to Adjusted Homebuilding EBITDA:

			Three Months Ended						LTM Ended March 31,
			March 31, 2015		March 31, 2014		December 31, 2014		2015		2014
			(Dollars in thousands)
Net cash provided by (used in) operating activities			$	(94,071)	$	(117,563)	$	(103,851)	$	(338,905)	$	(213,318)
Add:
	Provision for income taxes			16,891		23,456		39,738		127,534		78,870
	Deferred income tax provision			(16,874)		(23,622)		(4,524)		(92,250)		(94,462)
	Homebuilding interest amortized to cost of sales and interest expense			22,638		24,983		39,354		120,767		118,876
	Excess tax benefits from share-based payment arrangements			3,369		―		12,444		16,773		―
Less:
	Income from financial services subsidiaries			1,208		1,544		2,472		8,538		9,940
	Depreciation and amortization from financial services subsidiaries			37		33		36		142		126
	Loss on disposal of property and equipment			19		1		5		29		3
Net changes in operating assets and liabilities:
		Trade and other receivables		7,008		17,549		(11,820)		(5,764)		11,877
		Mortgage loans held for sale		(75,724)		(51,938)		105,946		29,052		(49,255)
		Inventories-owned		199,972		188,759		94,418		653,221		531,041
		Inventories-not owned		5,878		8,165		13,143		30,740		46,544
		Other assets		(76)		833		(7,354)		(10,215)		1,697
		Accounts payable		(13,479)		(1,376)		5,439		(21,417)		(16,279)
		Accrued liabilities		20,189		21,340		(36,891)		(35,374)		3,284
Adjusted Homebuilding EBITDA			$	74,457	$	89,008	$	143,529	$	465,453	$	408,806

11