10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from N/A to

Commission file number 1-10959

CALATLANTIC GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-0475989
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
15360 Barranca Parkway, Irvine, CA (Address of principal executive offices)	92618-2215 (Zip Code)

(949) 789-1600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes X No ___.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes X No ___.

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

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ___ No X .

Registrant's shares of common stock outstanding at October 27, 2016: 116,036,411

CALATLANTIC GROUP, INC.

FORM 10-Q

INDEX

				Page No.
PART I.	Financial Information
		ITEM 1.	Financial Statements
			Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015	2
			Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2016 and 2015	3
			Condensed Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015	4
			Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015	5
			Notes to Unaudited Condensed Consolidated Financial Statements	6
		ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
		ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	43
		ITEM 4.	Controls and Procedures	44
PART II.	Other Information
		ITEM 1.	Legal Proceedings	46
		ITEM 1A.	Risk Factors	46
		ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
		ITEM 3.	Defaults Upon Senior Securities	46
		ITEM 4.	Mine Safety Disclosures	46
		ITEM 5.	Other Information	46
		ITEM 6.	Exhibits	47
SIGNATURES				48

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PART I.   FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

CALATLANTIC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Dollars in thousands, except per share amounts)
	(Unaudited)
Homebuilding:
Home sale revenues	$	1,665,030		$	626,008		$	4,402,896		$	1,789,065
Land sale revenues		5,928			26,182			32,107			33,035
Total revenues		1,670,958			652,190			4,435,003			1,822,100
Cost of home sales		(1,290,628	)		(467,358	)		(3,440,549	)		(1,346,108	)
Cost of land sales		(5,638	)		(25,076	)		(31,217	)		(30,190	)
Total cost of sales		(1,296,266	)		(492,434	)		(3,471,766	)		(1,376,298	)
Gross margin		374,692			159,756			963,237			445,802
Selling, general and administrative expenses		(170,815	)		(73,260	)		(473,210	)		(219,240	)
Income (loss) from unconsolidated joint ventures		1,231			121			2,643			(381	)
Other income (expense)		(4,169	)		(11,170	)		(11,992	)		(16,742	)
Homebuilding pretax income		200,939			75,447			480,678			209,439
Financial Services:
Revenues		21,433			7,011			59,524			19,815
Expenses		(11,626	)		(4,164	)		(34,635	)		(12,942	)
Financial services pretax income		9,807			2,847			24,889			6,873
Income before taxes		210,746			78,294			505,567			216,312
Provision for income taxes		(78,398	)		(31,117	)		(187,798	)		(80,332	)
Net income		132,348			47,177			317,769			135,980
Less: Net income allocated to preferred shareholder		―			(11,342	)		―			(32,818	)
Less: Net income allocated to unvested restricted stock		(294	)		(93	)		(635	)		(274	)
Net income available to common stockholders	$	132,054		$	35,742		$	317,134		$	102,888
Income Per Common Share:
Basic	$	1.12		$	0.65		$	2.66		$	1.87
Diluted	$	0.97		$	0.59		$	2.34		$	1.71
Weighted Average Common Shares Outstanding:
Basic		118,338,891			55,345,443			119,188,145			55,059,683
Diluted		136,077,415			62,292,524			136,888,927			62,152,754
Weighted average additional common shares outstanding
if preferred shares converted to common shares		―			17,562,557			―			17,562,557
Total weighted average diluted common shares outstanding
if preferred shares converted to common shares		136,077,415			79,855,081			136,888,927			79,715,311
Cash Dividends Declared Per Common Share	$	0.04		$	―		$	0.12		$	―

The accompanying notes are an integral part of these condensed consolidated statements.

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CALATLANTIC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016		2015
	(Dollars in thousands)
	(Unaudited)
Net income		$	132,348	$	47,177	$	317,769	$	135,980
Other comprehensive income, net of tax:
Unrealized gain on marketable securities, available for sale			―		―		39		―
Total comprehensive income		$	132,348	$	47,177	$	317,808	$	135,980

The accompanying notes are an integral part of these condensed consolidated statements.

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CALATLANTIC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2016		December 31, 2015
	(Dollars in thousands)
	(Unaudited)
ASSETS
Homebuilding:
Cash and equivalents	$	184,033	$	151,076
Restricted cash		29,796		35,990
Inventories:
Owned		6,533,047		6,069,959
Not owned		75,484		83,246
Investments in unconsolidated joint ventures		139,373		132,763
Deferred income taxes, net of valuation allowance of $1,441 and $1,156 at
September 30, 2016 and December 31, 2015, respectively		323,955		396,194
Goodwill		970,185		933,360
Other assets		109,348		118,768
Total Homebuilding Assets		8,365,221		7,921,356
Financial Services:
Cash and equivalents		30,241		35,518
Restricted cash		21,799		22,914
Mortgage loans held for sale, net		171,262		325,770
Mortgage loans held for investment, net		24,450		22,704
Other assets		19,488		17,243
Total Financial Services Assets		267,240		424,149
Total Assets	$	8,632,461	$	8,345,505
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	204,803	$	191,681
Accrued liabilities		533,794		478,793
Revolving credit facility		146,000		―
Secured project debt and other notes payable		40,930		25,683
Senior notes payable		3,393,799		3,462,016
Total Homebuilding Liabilities		4,319,326		4,158,173
Financial Services:
Accounts payable and other liabilities		16,802		22,474
Mortgage credit facilities		161,898		303,422
Total Financial Services Liabilities		178,700		325,896
Total Liabilities		4,498,026		4,484,069
Equity:
Stockholders' Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued
and outstanding at September 30, 2016 and December 31, 2015		―		―
Common stock, $0.01 par value; 600,000,000 shares authorized; 117,348,095
and 121,286,153 shares issued and outstanding at September 30, 2016 and
December 31, 2015, respectively		1,173		1,213
Additional paid-in capital		3,293,823		3,324,328
Accumulated earnings		839,395		535,890
Accumulated other comprehensive income, net of tax		44		5
Total Equity		4,134,435		3,861,436
Total Liabilities and Equity	$	8,632,461	$	8,345,505

The accompanying notes are an integral part of these condensed consolidated balance sheets.

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CALATLANTIC GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2016			2015
	(Dollars in thousands)
	(Unaudited)
Cash Flows From Operating Activities:
Net income	$	317,769		$	135,980
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Income) loss from unconsolidated joint ventures		(2,643	)		381
Depreciation and amortization		43,193			22,369
Amortization of stock-based compensation		11,216			8,620
Excess tax benefits from share-based payment arrangements		―			(8,573	)
Deferred income tax provision		8,118			52,132
Other operating activities		100			633
Changes in cash and equivalents due to:
Mortgage loans held for sale		154,622			88,360
Inventories - owned		(366,095	)		(521,646	)
Inventories - not owned		(29,192	)		(21,612	)
Other assets		7,665			8,862
Accounts payable		13,122			37,669
Accrued liabilities		9,787			(19,005	)
Net cash provided by (used in) operating activities		167,662			(215,830	)
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		(27,000	)		(83,288	)
Distributions of capital from unconsolidated homebuilding joint ventures		23,727			10,289
Other investing activities		(5,389	)		(11,716	)
Net cash provided by (used in) investing activities		(8,662	)		(84,715	)
Cash Flows From Financing Activities:
Change in restricted cash		7,309			1,047
Borrowings from revolving credit facility		1,008,000			491,400
Principal payments on revolving credit facility		(862,000	)		(222,700	)
Principal payments on secured project debt and other notes payable		(10,389	)		(569	)
Principal payments on senior notes payable		(280,000	)		(29,789	)
Proceeds from the issuance of senior notes payable		300,000			―
Payment of debt issuance costs		(2,657	)		―
Net proceeds from (payments on) mortgage credit facilities		(141,524	)		(10,554	)
Repurchases of common stock		(137,464	)		(22,073	)
Common stock dividend payments		(14,264	)		―
Issuance of common stock under employee stock plans, net of tax withholdings		1,868			(461	)
Excess tax benefits from share-based payment arrangements		―			8,573
Other financing activities		(199	)		―
Net cash provided by (used in) financing activities		(131,320	)		214,874
Net increase (decrease) in cash and equivalents		27,680			(85,671	)
Cash and equivalents at beginning of period		186,594			212,393
Cash and equivalents at end of period	$	214,274		$	126,722
Cash and equivalents at end of period	$	214,274		$	126,722
Homebuilding restricted cash at end of period		29,796			37,425
Financial services restricted cash at end of period		21,799			1,045
Cash and equivalents and restricted cash at end of period	$	265,869		$	165,192

The accompanying notes are an integral part of these condensed consolidated statements.

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CALATLANTIC GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016

1.Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of CalAtlantic Group, Inc. and its wholly owned subsidiaries and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for Form 10-Q.  Certain information normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") has also been omitted pursuant to applicable rules and regulations.   In the opinion of management, the unaudited condensed consolidated financial statements included herein reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2016 and the results of operations and cash flows for the periods presented.

The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10‑K for the year ended December 31, 2015.  Unless the context otherwise requires, the terms "we," "us," "our" and "the Company" refer to CalAtlantic Group, Inc. and its subsidiaries.  The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

2.Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes existing accounting literature relating to how and when a company recognizes revenue.  Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services.  In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606):  Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 by one year.  As a result, for public companies, ASU 2014-09 will be effective for annual reporting periods and interim periods within those annual periods beginning after December 15, 2017, and is to be applied either with a full retrospective or modified retrospective approach, with early application permitted.  We are currently evaluating the impact the adoption will have on our condensed consolidated financial statements and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU 2014-12"), which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  A reporting entity should apply existing guidance in ASC 718, Compensation — Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards.  Our adoption of ASU 2014-12 on January 1, 2016 did not have an effect on our financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), which requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required.  The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter.  Our adoption of ASU 2014-15 is not expected to have a material effect on our financial statements and related disclosures.

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In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis ("ASU 2015-02"), which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Our adoption of ASU 2015-02 on January 1, 2016 did not have a material effect on our financial statements and related disclosures.

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"), which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively.  Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date.  Our adoption of ASU 2015-16 on January 1, 2016 did not have a material effect on our financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception.  A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC Topic 820, Fair Value Measurements, and as such these investments may be measured at cost.  ASU 2016-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017.  We are currently evaluating the impact adoption will have on our financial statements.

In March 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification.  The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight line basis over the term of the lease. Accounting for lessors remains largely unchanged from current GAAP.  ASU 2016-02 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018.  We are currently evaluating the impact adoption will have on our financial statements.

In March 2016, the FASB issued ASU 2016-07, Investments- Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"), which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment.  ASU 2016-07 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2016.  Our adoption of ASU 2016-07 is not expected to have a material effect on our financial statements.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08").  ASU 2016-08 does not change the core principle of the guidance stated in ASU 2014-09, instead, the amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and whether an entity reports revenue on a gross or net basis.  ASU 2016-08 will have the same effective date and transition requirements as the new revenue standard issued in ASU 2014-09.  We are currently evaluating the impact the adoption of this ASU and ASU 2014-09 will have on our financial statements and related disclosures.

 In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  ASU 2016-09 is effective for annual periods and interim periods within those annual periods beginning

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after December 15, 2016.  We are currently evaluating the impact adoption will have on our financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15").  ASU 2016-15 provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows.  ASU 2016-15 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted.  We are currently evaluating the impact adoption will have on our financial statements.

3.Business Acquisition

On October 1, 2015, pursuant to the terms and conditions of the Amended and Restated Agreement and Plan of Merger, dated as of June 14, 2015 (the "Merger Agreement"), between Standard Pacific Corp. ("Standard Pacific") and The Ryland Group, Inc. ("Ryland"), Ryland merged with and into Standard Pacific (the "Merger"), with Standard Pacific continuing as the surviving corporation.  At the same time Standard Pacific changed its name to CalAtlantic Group, Inc.  The primary purpose for our merger with Ryland was to gain both geographic and product diversification and expand our reach and enhance our growth prospects across the homebuilding spectrum, from entry level to luxury.  In addition, the merger was intended to create production, purchasing and other synergies intended to result in cost savings and efficiencies.

Based on an evaluation of the provisions of ASC Topic 805, Business Combinations ("ASC 805"), Standard Pacific was determined to be the acquirer for accounting purposes.  Under ASC 805, Standard Pacific is treated as having acquired Ryland in an all-stock transaction for an estimated total purchase price of approximately $2.0 billion.  The total purchase price was allocated to Ryland's assets and liabilities based upon fair values as determined by the Company, as follows (in thousands):

Cash and cash equivalents	$	268,517
Inventories		2,404,765
Investments in unconsolidated joint ventures		13,821
Deferred income taxes		120,615
Homebuilding other assets		77,124
Financial services assets, excluding cash		144,889
Goodwill		970,185
Total assets		3,999,916
Accounts payable and accrued liabilities		(495,425	)
Secured project debt and other notes payables		(22,213	)
Senior notes payable		(1,291,541	)
Financial services liabilities		(124,619	)
Additional paid-in capital		(93,834	)
Total purchase price	$	1,972,284

During the 2016 first quarter the Company completed a valuation of the 1.625% convertible senior notes assumed in the merger with Ryland and determined that the value associated with the conversion feature was $93.8 million, which is included in additional paid-in capital in the accompanying condensed consolidated balance sheet as of September 30, 2016.  In connection with the valuation of the conversion feature, the related deferred tax asset was reduced by approximately $35.9 million, with a corresponding increase in goodwill.  The $970.2 million of goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and it is not deductible for income tax purposes.  As of the merger date, goodwill primarily consisted of the following: (i) expected production, purchasing and other synergies resulting from the merger, (ii)  savings in corporate and divisional overhead costs, (iii) the benefit of the combination of the best components of the operating practices of both legacy companies, (iv) the benefit of the combination of the best employees of each legacy company, (v) expected expanded opportunities for growth through greater geographic and customer segment diversity.

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The following presents summarized unaudited supplemental pro forma operating results as if Ryland had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2015.

	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
	(Dollars in thousands)
Home sale revenues		$	1,318,885	$	3,619,912
Pretax income		$	142,352	$	383,655

The supplemental pro forma operating results have been determined after adjusting the operating results of Ryland to reflect additional amortization that would have been recorded assuming the fair value adjustment to intangible assets had been applied beginning January 1, 2015. Certain other adjustments, including those related to conforming accounting policies and adjusting acquired inventory to fair value, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts.

4.Segment Reporting

We operate two principal businesses: homebuilding and financial services.

Our homebuilding operations acquire and develop land and construct and sell single-family attached and detached homes.  In connection with the merger with Ryland, the Company experienced key personnel changes and significant growth in its operations, and as a result, the Company began to develop processes and reporting packages to manage and assess the Company's performance at a regional level.  In light of the key personnel changes, growth in operations, and the focus on regional information provided to the Company's chief operating decision maker, during 2016, we performed an assessment of our operating segments in accordance with ASC Topic 280, Segment Reporting ("ASC 280"), and determined that each of our four homebuilding regions and financial services operations are our operating segments.  Prior to this change, in accordance with the aggregation criteria defined in ASC 280, our homebuilding divisions were grouped into four reportable segments (which were our four homebuilding regions): North, consisting of our divisions in Georgia, Delaware, Illinois, Indiana, Maryland, Minnesota, New Jersey, Pennsylvania, Virginia and Washington D.C.; Southeast, consisting of our divisions in Florida and the Carolinas; Southwest, consisting of our divisions in Texas, Colorado and Nevada; and West, consisting of our divisions in California and Arizona.  As such, current period segment information is presented consistent with prior periods.

Our mortgage financing operation provides mortgage financing to many of our homebuyers in substantially all of the markets in which we operate, and sells substantially all of the loans it originates in the secondary mortgage market.  Our title services operation provides various title services for our homebuyers in most of our operating divisions.  Our mortgage financing and title services operations are included in our financial services reportable segment, which is separately reported in our condensed consolidated financial statements under "Financial Services."

Corporate is a non-operating segment that develops and implements strategic initiatives and supports our operating segments by centralizing key administrative functions such as accounting, finance and treasury, information technology, insurance and risk management, litigation, marketing and human resources.  Corporate also provides the necessary administrative functions to support us as a publicly traded company.  All of the expenses incurred by Corporate are allocated to each of our four homebuilding regions based on their respective percentage of revenues.

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Segment financial information relating to the Company's homebuilding operations was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(Dollars in thousands)
Homebuilding revenues:
North	$	283,060	$	n/a	$	710,889	$	n/a
Southeast		400,720		211,759		1,065,038		556,330
Southwest		389,160		155,595		1,165,797		461,304
West		598,018		284,836		1,493,279		804,466
Total homebuilding revenues	$	1,670,958	$	652,190	$	4,435,003	$	1,822,100
Homebuilding pretax income (1):
North	$	25,627	$	n/a	$	53,177	$	n/a
Southeast		31,303		19,379		84,125		44,909
Southwest		39,312		16,552		113,145		49,817
West		104,697		39,516		230,231		114,713
Total homebuilding pretax income	$	200,939	$	75,447	$	480,678	$	209,439

__________________

(1) Homebuilding pretax income includes depreciation and amortization expense of $1.7 million, $4.2 million, $2.8 million and $7.1 million, respectively, in the North, Southeast, Southwest and West for the quarter ended September 30, 2016 and $4.5 million, $11.2 million, $8.6 million and $18.9 million, respectively, in the North, Southeast, Southwest and West for the nine months ended September 30, 2016.

Segment financial information relating to the Company's homebuilding assets was as follows:

	September 30,		December 31,
	2016		2015
	(Dollars in thousands)
Homebuilding assets:
North	$	1,158,975	$	732,689
Southeast		2,189,173		1,766,241
Southwest		1,874,226		1,470,654
West		2,613,248		2,357,597
Corporate (1)		529,599		1,594,175
Total homebuilding assets	$	8,365,221	$	7,921,356

__________________

(1) The assets in our Corporate Segment include cash and cash equivalents and our deferred tax asset, and at December 31, 2015 included $0.9 billion of goodwill recorded in connection with our merger with Ryland.  During the 2016 second quarter, recorded goodwill was allocated to the Company's reporting units (as of September 30, 2016, approximately $0.3 billion was included in each of the North, Southeast and Southwest segments, and approximately $0.1 billion was included in the West segment). 

5.Earnings Per Common Share

We compute earnings per share in accordance with ASC Topic 260, Earnings per Share ("ASC 260"), which requires earnings per share for each class of stock (common stock and participating preferred stock) to be calculated using the two-class method.  The two-class method is an allocation of earnings between the holders of common stock and a company's participating security holders.  Under the two-class method, earnings for the reporting period are allocated between common shareholders and other security holders based on their respective participation rights in undistributed earnings.  Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share pursuant to the two-class method.

Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding.  Our Series B junior participating convertible preferred stock ("Series B Preferred Stock"), which was convertible into shares of our common stock at the holder's option, and our unvested restricted stock, are classified as participating securities in accordance with ASC 260.  Net income allocated to the holders of our Series B Preferred Stock and unvested restricted stock is calculated based on the shareholders' proportionate share of weighted average shares of common stock outstanding on an if-converted basis.

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For purposes of determining diluted earnings per common share, basic earnings per common share is further adjusted to include the effect of potential dilutive common shares outstanding, including stock options, stock appreciation rights, performance share awards and unvested restricted stock using the more dilutive of either the two-class method or the treasury stock method, and Series B Preferred Stock and convertible debt using the if-converted method.  Under the two-class method of calculating diluted earnings per share, net income is reallocated to common stock, the Series B Preferred stock and all dilutive securities based on the contractual participating rights of the security to share in the current earnings as if all of the earnings for the period had been distributed.  In the computation of diluted earnings per share, the two-class method and if-converted method for the Series B Preferred Stock resulted in the same earnings per share amounts as the holder of the Series B Preferred Stock had the same economic rights as the holders of the common stock.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Dollars in thousands, except per share amounts)
Numerator:
Net income	$	132,348		$	47,177		$	317,769		$	135,980
Less: Net income allocated to preferred shareholder		―			(11,342	)		―			(32,818	)
Less: Net income allocated to unvested restricted stock		(294	)		(93	)		(635	)		(274	)
Net income available to common stockholders for basic
earnings per common share		132,054			35,742			317,134			102,888
Effect of dilutive securities:
Net income allocated to preferred shareholder		―			11,342			―			32,818
Interest on 1.625% convertible senior notes due 2018		91			―			1,088			―
Interest on 0.25% convertible senior notes due 2019		82			―			984			―
Interest on 1.25% convertible senior notes due 2032		62			41			744			490
Net income available to common and preferred stock for diluted
earnings per share	$	132,289		$	47,125		$	319,950		$	136,196
Denominator:
Weighted average basic common shares outstanding		118,338,891			55,345,443			119,188,145			55,059,683
Weighted average additional common shares outstanding if preferred shares
converted to common shares (if dilutive)		―			17,562,557			―			17,562,557
Total weighted average common shares outstanding if preferred shares
converted to common shares		118,338,891			72,908,000			119,188,145			72,622,240
Effect of dilutive securities:
Share-based awards		643,602			684,511			605,860			830,501
1.625% convertible senior notes due 2018		7,165,845			―			7,165,845			―
0.25% convertible senior notes due 2019		3,638,080			―			3,638,080			―
1.25% convertible senior notes due 2032		6,290,997			6,262,570			6,290,997			6,262,570
Weighted average diluted shares outstanding		136,077,415			79,855,081			136,888,927			79,715,311
Income per common share:
Basic	$	1.12		$	0.65		$	2.66		$	1.87
Diluted	$	0.97		$	0.59		$	2.34		$	1.71

6.Stock-Based Compensation

We account for share-based awards in accordance with ASC 718 which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements.  ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions with employees except for equity instruments held by employee share ownership plans.

Total compensation expense recognized related to stock-based compensation was $3.7 million and $3.5 million for the three months ended September 30, 2016 and 2015, respectively.  For the nine months ended September 30, 2016 and 2015, we recognized stock-based compensation expense of $11.2 million and $8.6 million, respectively.  As of September 30, 2016, total unrecognized stock-based compensation expense was $23.7 million, with a weighted average period over which the remaining unrecognized compensation expense is expected to be recorded of approximately 2.0 years.

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7.Cash and Equivalents and Restricted Cash

Cash and equivalents include cash on hand, demand deposits and all highly liquid short-term investments, including interest-bearing securities purchased with a maturity of three months or less from the date of purchase.  At September 30, 2016, cash and equivalents included $116.5 million of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit.

At September 30, 2016, homebuilding restricted cash represented $29.8 million of cash held in cash collateral accounts primarily related to certain letters of credit that have been issued.  Financial services restricted cash as of September 30, 2016 consisted of $17.7 million held in cash collateral accounts primarily related to certain letters of credit that have been issued, $3.5 million related to our financial services subsidiary mortgage credit facilities and $0.6 million related to funds held in trust for third parties.

8.    Marketable Securities, Available-for-sale

The Company's investment portfolio includes mainly municipal debt securities and metropolitan district bond securities, which are included in homebuilding other assets in the accompanying condensed consolidated balance sheets.  As defined in ASC Topic 320, Investments—Debt and Equity Securities ("ASC 320"), the Company considers its investment portfolio to be available-for-sale.  Accordingly, these investments are recorded at their fair values.  The cost of securities sold is based on an average-cost basis.  Unrealized gains and losses on these investments are included in accumulated other comprehensive income, net of tax, within stockholders' equity.  At September 30, 2016, accumulated other comprehensive income included unrealized gains of $392,000 on available-for-sale marketable securities, offset with reclassification adjustments, which represent net realized earnings associated with the Company's investment portfolio, which included interest, dividends and net realized gains on sales of marketable securities, and totaled $348,000 for the nine months ended September 30, 2016.  Realized gains or losses were included in homebuilding other income (expense) in the accompanying condensed consolidated statements of operations.

The Company periodically reviews its available-for-sale securities for other-than-temporary declines in fair values that are below their cost bases, as well as whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  At September 30, 2016, the Company believes that the cost bases for its available-for-sale securities were recoverable in all material respects.

The primary objectives of the Company's investment portfolio are safety of principal and liquidity.  Investments are made with the purpose of achieving the highest rate of return consistent with these two objectives. The Company's investment policy limits investments to debt securities rated investment grade or better, as well as to bank and money market instruments and to issues by the U.S. government, U.S. government agencies and municipal or other institutions primarily with investment‑grade credit ratings.  Our policy places restrictions on maturities, as well as on concentration by type and issuer.

The following table displays the fair values of marketable securities, available-for-sale, by type of security:

		September 30, 2016			December 31, 2015
		Amortized Cost	Gross Unrealized Gains	Estimated Fair Value	Amortized Cost	Gross Unrealized Gains	Estimated Fair Value
		(Dollars in thousands)
Type of security:
	Municipal bond and metropolitan district securities	$            18,438	$                   44	$         18,482	$            19,439	$                     5	$         19,444

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The following table displays the fair values of marketable securities, available-for-sale, by contractual maturity:

	September 30, 2016
	(Dollars in thousands)
Contractual maturity:
Maturing in one year or less	$	―
Maturing after three years		18,482
Total marketable securities, available-for-sale	$	18,482

9.Inventories

a. Inventories Owned

Inventories owned consisted of the following at:

	September 30, 2016
	North		Southeast		Southwest		West		Total
	(Dollars in thousands)
Land and land under development (1)	$	441,119	$	1,121,369	$	631,520	$	1,258,888	$	3,452,896
Homes completed and under construction		341,535		651,531		713,662		874,834		2,581,562
Model homes		76,905		131,147		115,784		174,753		498,589
Total inventories owned	$	859,559	$	1,904,047	$	1,460,966	$	2,308,475	$	6,533,047
	December 31, 2015
	North		Southeast		Southwest		West		Total
	(Dollars in thousands)
Land and land under development (1)	$	370,584	$	1,169,350	$	687,792	$	1,318,563	$	3,546,289
Homes completed and under construction		266,967		464,668		599,183		708,779		2,039,597
Model homes		66,100		119,283		113,549		185,141		484,073
Total inventories owned	$	703,651	$	1,753,301	$	1,400,524	$	2,212,483	$	6,069,959

__________________

(1) During the nine months ended September 30, 2016, we purchased $680.9 million of land (10,048 homesites), of which 25% (based on homesites) were located in the North, 25% in the Southeast, 25% in the Southwest, and 25% in the West. During the year ended December 31, 2015, we purchased $515.3 million of land (6,631 homesites) and acquired an additional 40,245 homesites as a result of the merger with Ryland.  The homesites we purchased during 2015, other than through the merger, were located as follows:  12% (based on homesites) were located in the North, 39% in the Southeast, 18% in the Southwest, and 31% in the West.

In accordance with ASC Topic 360, Property, Plant, and Equipment ("ASC 360"), we record impairment losses on inventories when events and circumstances indicate that they may be impaired, and the future undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts.  Inventories that are determined to be impaired are written down to their estimated fair value.  We calculate the fair value of a community under a land residual value analysis and in certain cases in conjunction with a discounted cash flow analysis.  As of September 30, 2016 and 2015, the total active and future communities that we owned were 879 and 380, respectively.  During the nine months ended September 30, 2016 and 2015, we reviewed all communities for indicators of impairment and based on our review we did not record any inventory impairments during these periods.

b. Inventories Not Owned

Inventories not owned as of September 30, 2016 and December 31, 2015 consisted of land purchase and lot option deposits outstanding at the end of each period, and purchase price allocated to lot option contracts assumed in connection with business acquisitions. Under ASC Topic 810, Consolidation ("ASC 810"), a non-refundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity's expected losses if they occur.  Our land purchase and lot option deposits generally represent our maximum exposure to the land seller if we elect not to purchase the optioned property.  In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown.  Such costs are classified as inventories owned, which we would

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have to write-off should we not exercise the option.  Therefore, whenever we enter into a land option or purchase contract with an entity and make a non-refundable deposit, a variable interest entity ("VIE") may have been created.  In accordance with ASC 810, we perform ongoing reassessments of whether we are the primary beneficiary of a VIE.

10.Capitalization of Interest

We follow the practice of capitalizing interest to inventories owned during the period of development and to investments in unconsolidated homebuilding and land development joint ventures in accordance with ASC Topic 835, Interest ("ASC 835").  Homebuilding interest capitalized as a cost of inventories owned is included in cost of sales as related units or lots are sold.  Interest capitalized to investments in unconsolidated homebuilding and land development joint ventures is included as a reduction of income from unconsolidated joint ventures when the related homes or lots are sold to third parties.  Interest capitalized to investments in unconsolidated land development joint ventures is transferred to inventories owned if the underlying lots are purchased by us.  To the extent our debt exceeds our qualified assets as defined in ASC 835, we expense a portion of the interest incurred by us.  Qualified assets represent communities that are actively selling or under development as well as investments in homebuilding and land development unconsolidated joint ventures.  During the nine months ended September 30, 2016 and 2015, our qualified assets exceeded our debt, and as a result, all of our homebuilding interest incurred during the nine months ended September 30, 2016 and 2015 was capitalized in accordance with ASC 835.

The following is a summary of homebuilding interest capitalized to inventories owned and investments in unconsolidated joint ventures, amortized to cost of sales and income (loss) from unconsolidated joint ventures and expensed as interest expense, for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Dollars in thousands)
Total interest incurred (1)	$	56,872		$	42,304		$	175,207		$	125,964
Less: Interest capitalized to inventories owned (1)		(55,761	)		(41,611	)		(172,170	)		(124,520	)
Less: Interest capitalized to investments in unconsolidated joint ventures		(1,111	)		(693	)		(3,037	)		(1,444	)
Interest expense	$	―		$	―		$	―		$	―
Interest previously capitalized to inventories owned, included in cost of home sales	$	44,636		$	30,275		$	115,367		$	87,721
Interest previously capitalized to inventories owned, included in cost of land sales	$	115		$	3,048		$	1,596		$	4,803
Interest previously capitalized to investments in unconsolidated joint ventures,
included in income (loss) from unconsolidated joint ventures	$	613		$	―		$	613		$	―
Interest capitalized in ending inventories owned (2)	$	362,807		$	307,603		$	362,807		$	307,603
Interest capitalized as a percentage of inventories owned		5.6	%		8.1	%		5.6	%		8.1	%
Interest capitalized in ending investments in unconsolidated joint ventures (2)	$	3,224		$	2,109		$	3,224		$	2,109
Interest capitalized as a percentage of investments in unconsolidated joint ventures		2.3	%		1.7	%		2.3	%		1.7	%

__________________

(1) Total interest incurred and interest capitalized to inventories owned during the nine months ended September 30, 2016 includes a $9 million increase related to the valuation of the 1.625% convertible senior notes that was completed during the 2016 first quarter.  Please see Note 3 for further discussion.

(2) During the three and nine months ended September 30, 2016, in connection with lot purchases from our joint ventures, $1.6 million and $2.1 million, respectively, of capitalized interest was transferred from investments in unconsolidated joint ventures to inventories owned.

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11.Investments in Unconsolidated Land Development and Homebuilding Joint Ventures

The table set forth below summarizes the condensed combined statements of operations for our unconsolidated land development and homebuilding joint ventures that we account for under the equity method:

	Nine Months Ended September 30,
	2016			2015
	(Dollars in thousands)
	(Unaudited)
Revenues	$	27,426		$	22,350
Cost of sales and expenses		(17,791	)		(25,444	)
Income (loss) of unconsolidated joint ventures	$	9,635		$	(3,094	)
Income (loss) from unconsolidated joint ventures reflected in the
accompanying condensed consolidated statements of operations	$	2,643		$	(381	)

Income (loss) from unconsolidated joint ventures reflected in the accompanying condensed consolidated statements of operations represents our share of the income (loss) of our unconsolidated land development and homebuilding joint ventures, which is allocated based on the provisions of the underlying joint venture operating agreements less any additional impairments recorded against our investments in joint ventures which we do not deem recoverable.  In addition, we defer recognition of our share of income that relates to lots purchased by us from land development joint ventures until we ultimately sell the homes to be constructed to third parties, at which time we account for these earnings as a reduction of the cost basis of the lots purchased from these joint ventures.  For the nine months ended September 30, 2016, income (loss) from unconsolidated joint ventures included $0.8 million, $0.9 million, $0.4 million and $0.5 million of income from joint ventures within our West, Southwest, Southeast and North reportable segments, respectively.  For the nine months ended September 30, 2015, income (loss) from unconsolidated joint ventures was primarily attributable to our share of income (loss) related to our West region joint ventures.

During each of the nine months ended September 30, 2016 and 2015, all of our investments in unconsolidated joint ventures were reviewed for impairment.  Based on the impairment review, during the three and nine months ended September 30, 2016, we recorded a $1.0 million impairment charge related to one joint venture in the West.  No joint venture communities were determined to be impaired for the nine months ended September 30, 2015.

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The table set forth below summarizes the condensed combined balance sheets for our unconsolidated land development and homebuilding joint ventures that we accounted for under the equity method:

	September 30,		December 31,
	2016		2015
	(Dollars in thousands)
	(Unaudited)
Assets:
Cash	$	33,799	$	34,893
Inventories		600,056		510,502
Other assets		11,872		14,540
Total assets	$	645,727	$	559,935
Liabilities and Equity:
Accounts payable and accrued liabilities	$	37,176	$	26,571
Non-recourse debt		30,683		33,704
CalAtlantic equity		159,214		130,750
Other members' equity		418,654		368,910
Total liabilities and equity	$	645,727	$	559,935
Investments in unconsolidated joint ventures reflected in
the accompanying condensed consolidated balance sheets (1)	$	139,373	$	132,763

__________________

(1) As of September 30, 2016, our investments in unconsolidated joint ventures consisted of $127.6 million, $5.9 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively.  As of December 31, 2015, our investments in unconsolidated joint ventures consisted of $121.3 million, $5.6 million, $0.3 million and $5.6 million,within our West, Southwest, Southeast and North reportable segments, respectively.

In some cases our net investment in these unconsolidated joint ventures is not equal to our proportionate share of total equity reflected in the table above primarily because of differences between asset impairments that we recorded in prior periods against our joint venture investments and the impairments recorded by the applicable joint venture.  As of September 30, 2016 and December 31, 2015, substantially all of our investments in unconsolidated joint ventures were in California.  Our investments in unconsolidated joint ventures also included approximately $3.2 million and $2.9 million of homebuilding interest capitalized to investments in unconsolidated joint ventures as of September 30, 2016 and December 31, 2015, respectively, which capitalized interest is not included in the condensed combined balance sheets above.

Our investments in these unconsolidated joint ventures may represent a variable interest in a VIE depending on, among other things, the economic interests of the members of the entity and the contractual terms of the arrangement.  We analyze all of our unconsolidated joint ventures under the provisions of ASC 810 to determine whether these entities are deemed to be VIEs, and if so, whether we are the primary beneficiary.  As of September 30, 2016, all of our homebuilding and land development joint ventures with unrelated parties were determined under the provisions of ASC 810 to be unconsolidated joint ventures either because they were not deemed to be VIEs and we did not have a controlling interest, or, if they were a VIE, we were not deemed to be the primary beneficiary.

12.Warranty Costs

Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized.  Amounts accrued are based upon historical experience.  Indirect warranty overhead salaries and related costs are charged to cost of sales in the period incurred.  We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts recorded if necessary.  Our warranty accrual is included in accrued liabilities in the accompanying condensed consolidated balance sheets.

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Changes in our warranty accrual are detailed in the table set forth below:

	Nine Months Ended September 30,
	2016				2015
	(Dollars in thousands)
Warranty accrual, beginning of the period		$	40,691		$	13,584
Warranty costs accrued during the period			16,903			7,403
Warranty costs paid during the period			(15,088	)		(7,119	)
Warranty accrual, end of the period		$	42,506		$	13,868

13.Revolving Credit Facility and Letter of Credit Facilities

As of September 30, 2016, we were party to a $750 million unsecured revolving credit facility (the "Revolving Facility"), $350 million of which is available for letters of credit, which matures in October 2019.  The Revolving Facility has an accordion feature under which the Company may increase the total commitment up to a maximum aggregate amount of $1.2 billion, subject to certain conditions, including the availability of additional bank commitments.  Interest rates, as defined in the credit agreement, approximate (i) LIBOR (approximately 0.53% at September 30, 2016) plus 1.75%, or (ii) Prime (3.50% at September 30, 2016) plus 0.75%.

In addition to customary representations and warranties, the facility contains financial and other covenants, including a minimum tangible net worth requirement of $1.65 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), a net homebuilding leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 2.00 to 1.00 and a land covenant that limits land not under development to an amount not to exceed tangible net worth. The Company is also required to maintain either (a) a minimum liquidity level (unrestricted cash in excess of interest incurred for the previous four quarters) or (b) a minimum interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.25 to 1.00.  We were in compliance with all of the Revolving Facility covenants as of September 30, 2016. The Revolving Facility also limits, among other things, the Company's investments in joint ventures and the amount of the Company's common stock that the Company can repurchase.  On September 30, 2016, we had $146.0 million borrowings outstanding under the facility and had outstanding letters of credit issued under the facility totaling $112.9 million, leaving $491.1 million available under the facility to be drawn.

As of September 30, 2016, in addition to our $350 million letter of credit sublimit under our Revolving Facility, we were party to four committed letter of credit facilities totaling $48 million, of which $28.2 million was outstanding.  These facilities require cash collateralization and have maturity dates ranging from January 2017 to October 2017.  As of September 30, 2016, these facilities were secured by cash collateral deposits of $28.7 million.  Upon maturity, we may renew or enter into new letter of credit facilities with the same or other financial institutions.

14.  Secured Project Debt and Other Notes Payable

Our secured project debt and other notes payable consist of seller non-recourse financing and community development district and similar assessment district bond financings used to finance land acquisition, development and infrastructure costs for which we are responsible.  At September 30, 2016, we had approximately $40.9 million outstanding in secured project debt and other notes payable.  

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15.  Senior Notes Payable

Senior notes payable consisted of the following at:

	September 30,		December 31,
	2016		2015
	(Dollars in thousands)
10.75% Senior Notes due September 2016	$	―	$	275,845
8.4% Senior Notes due May 2017		238,625		248,975
8.375% Senior Notes due May 2018		574,397		574,058
1.625% Convertible Senior Notes due May 2018		219,396		301,754
0.25% Convertible Senior notes due June 2019		252,357		248,098
6.625% Senior Notes due May 2020		321,402		325,882
8.375% Senior Notes due January 2021		394,970		394,152
6.25% Senior Notes due December 2021		297,504		297,148
5.375% Senior Notes due October 2022		249,197		249,096
5.875% Senior Notes due November 2024		296,886		296,598
5.25% Senior Notes due June 2026		297,428		―
1.25% Convertible Senior Notes due August 2032		251,637		250,410
	$	3,393,799	$	3,462,016

The carrying amount of our senior notes listed above are net of debt issuance costs and any discounts and premiums that are amortized to interest costs over the respective terms of the notes.

The Company's 1.625% Convertible Senior Notes due 2018 (the "1.625% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.625% Convertible Notes bear interest at a rate of 1.625% per year and will mature on May 15, 2018, unless earlier converted or repurchased. The holders may convert their 1.625% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 31.8482 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $31.40 per share), subject to adjustment. The Company may not redeem the 1.625% Convertible Notes prior to the stated maturity date.

The Company's 0.25% Convertible Senior Notes due 2019 (the "0.25% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 0.25% Convertible Notes bear interest at a rate of 0.25% per year and will mature on June 1, 2019, unless earlier converted, redeemed or repurchased. The holders may convert their 0.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 13.6003 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $73.53 per share), subject to adjustment. The Company may not redeem the 0.25% Convertible Notes prior to June 6, 2017. On or after that date, the Company may redeem for cash any or all of the 0.25% Convertible Notes, at its option, if the closing sale price of its common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within 5 trading days immediately preceding the date on which it provides notice of redemption, including the last trading day of such 30 day trading period, exceeds 130 percent of the applicable conversion price on each applicable trading day. The redemption price will equal 100 percent of the principal amount of the 0.25% Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company's 1.25% Convertible Senior Notes due 2032 (the "1.25% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.25% Convertible Notes bear interest at a rate of 1.25% per year and will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. The holders may convert their 1.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 24.8656 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $40.22 per share), subject to adjustment. The Company may not redeem the 1.25% Convertible Notes prior to August 5, 2017. On or after August 5, 2017 and prior to the maturity date, the Company may redeem for cash all or part of the 1.25% Convertible Notes at a redemption price equal to 100% of the principal amount of the 1.25% Convertible Notes being redeemed.  On each of August 1, 2017,

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August 1, 2022 and August 1, 2027, holders of the 1.25% Convertible Notes may require the Company to purchase all or any portion of their 1.25% Convertible Notes for cash at a price equal to 100% of the principal amount of the 1.25% Convertible Notes to be repurchased.

Our senior notes payable are all senior obligations and rank equally with our other existing senior indebtedness and, with the exception of our Convertible Notes, are redeemable at our option, in whole or in part, pursuant to a "make whole" formula.  These notes contain various restrictive covenants, including, but not limited to, a limitation on secured indebtedness and a restriction on sale leaseback transactions.  As of September 30, 2016, we were in compliance with the covenants required by our senior notes.

Many of our 100% owned direct and indirect subsidiaries (collectively, the "Guarantor Subsidiaries") guarantee our outstanding senior notes.  The guarantees are full and unconditional, and joint and several.  Under our most restrictive indenture, a Guarantor Subsidiary will be released and relieved of any obligations under the applicable note guarantee in the event that i) such Guarantor Subsidiary ceases to be a restricted subsidiary in the homebuilding segment or ii) in the event of a sale or other disposition of such Guarantor Subsidiary, in compliance with the indenture, and such Guarantor Subsidiary ceases to guaranty any other debt of the Company.  Please see Note 22 for supplemental financial statement information about our guarantor subsidiaries group and non-guarantor subsidiaries group.

During the 2016 second quarter, the Company issued $300 million in aggregate principal amount of 5.25% Senior Notes due 2026, which are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis.  A portion of the net proceeds of this issuance was used to repay the remaining $280 million principal balance of our 10.75% Senior Notes upon maturity in September 2016.

16.Preferred Stock

Prior to our merger with Ryland, MP CA Homes, LLC ("MatlinPatterson") held all of the outstanding shares of Company Series B Preferred Stock and 126.4 million shares of Company common stock, which, together, represented approximately 59% of the total number of shares of Company common stock issued and outstanding on an if-converted basis.  Immediately following the merger, MatlinPatterson converted all of their shares of preferred stock into 17.6 million shares of Company common stock.  As of September 30, 2016, MatlinPatterson held 42.8 million shares (approximately 37%) of the Company's outstanding common stock and no shares of preferred stock.

17.Mortgage Credit Facility

At September 30, 2016, we had $161.9 million outstanding under our mortgage financing subsidiary's mortgage credit facility.  This mortgage credit facility consisted of a $300 million uncommitted repurchase facility with one lender, maturing in January 2017. This facility requires our mortgage financing subsidiary to maintain cash collateral accounts, which totaled $3.5 million as of September 30, 2016, and also contains financial covenants which require CalAtlantic Mortgage to, among other things, maintain a minimum level of tangible net worth, not to exceed a debt to tangible net worth ratio, maintain a minimum liquidity amount based on a measure of total assets (inclusive of the cash collateral requirement), and satisfy pretax income (loss) requirements.  As of September 30, 2016, CalAtlantic Mortgage was in compliance with the financial and other covenants contained in this facility.

18.Disclosures about Fair Value

ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), establishes a framework for measuring fair value, expands disclosures regarding fair value measurements and defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Further, ASC 820 requires us to maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. ASC 820 specifies a hierarchy of valuation

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techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. The three levels of the hierarchy are as follows:

•Level 1 – quoted prices for identical assets or liabilities in active markets;

•Level 2 – quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table presents the Company's financial instruments measured at fair value on a recurring basis:

			Fair Value at
Description		Fair Value Hierarchy	September 30, 2016		December 31, 2015
			(Dollars in thousands)
	Marketable securities, available-for-sale
	Municipal debt securities	Level 2	$	9,771	$	9,734
	Metropolitan district bond securities	Level 3	$	8,711	$	9,710
	Mortgage loans held for sale	Level 2	$	173,568	$	328,835

Marketable Securities, Available-for-sale

Marketable securities that are available-for-sale are comprised mainly of municipal debt securities and metropolitan district bond securities.  The Company's municipal debt securities are valued based on quoted market prices of similar instruments and the metropolitan district bond securities are based on a discounted future cash flow model, which uses Level 3 inputs.  The primary unobservable inputs used in our discounted cash flow model are (1) the forecasted number of homes to be closed, as homes drive increases to the taxpaying base for the metro district, (2) the forecasted assessed value of those closed homes and (3) the discount rate.

Mortgage loans held for sale

Mortgage loans held for saleconsist of FHA, VA, USDA and agency first mortgages on single-family residences which are eligible for sale to FNMA/FHLMC, GNMA or other investors, as applicable.  Fair values of these loans are based on quoted prices from third party investors when preselling loans.

The following table presents the carrying values and estimated fair values of our other financial instruments for which we have not elected the fair value option in accordance with ASC 825:

				September 30, 2016				December 31, 2015
Description		Fair Value Hierarchy			Carrying Amount		Fair Value		Carrying Amount		Fair Value
			(Dollars in thousands)
Financial services assets:
	Mortgage loans held for investment, net	Level 2		$	24,450	$	24,450	$	22,704	$	22,704
Homebuilding liabilities:
	Senior and convertible senior notes payable, net	Level 2		$	3,393,799	$	3,677,455	$	3,462,016	$	3,675,276

Mortgage Loans Held for Investment – Fair value of these loans is based on the estimated market value of the underlying collateral based on market data and other factors for similar type properties as further adjusted to reflect the estimated net realizable value of carrying the loans through disposition.

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Senior Notes Payable – The senior notes are traded over the counter and their fair values were estimated based upon the values of their last trade at the end of the period.

The fair value of our cash and equivalents, restricted cash, accounts payable and other liabilities, secured project debt and other notes payable, revolving credit facility, and mortgage credit facilities approximate their carrying amounts due to the short-term nature of these assets and liabilities.

19.Commitments and Contingencies

a. Land Purchase and Option Agreements

We are subject to obligations associated with entering into contracts for the purchase of land and improved homesites. These purchase contracts typically require us to provide a cash deposit or deliver a letter of credit in favor of the seller, and our purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements.  We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the near-term use of funds from our corporate financing sources.  Option contracts generally require a non-refundable deposit for the right to acquire lots over a specified period of time at predetermined prices.  We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit or by repaying amounts drawn under our letter of credit with no further financial responsibility to the land seller, although in certain instances, the land seller has the right to compel us to purchase a specified number of lots at predetermined prices.

In some instances, we may also expend funds for due diligence, development and construction activities with respect to our land purchase and option contracts prior to purchase, which we would have to write off should we not purchase the land.  At September 30, 2016, we had non-refundable cash deposits outstanding of approximately $67.8 million and capitalized pre-acquisition and other development and construction costs of approximately $11.8  million relating to land purchase and option contracts having a total remaining purchase price of approximately $790.6 million.

Our utilization of option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries, general housing market conditions, and geographic preferences.  Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

b. Land Development and Homebuilding Joint Ventures

Our joint ventures have historically obtained secured acquisition, development and construction financing designed to reduce the use of funds from corporate financing sources.  As of September 30, 2016, we held ownership interests in 27 homebuilding and land development joint ventures, of which 13 were active and 14 were inactive or winding down.  As of such date, only two joint ventures had project specific debt outstanding, which totaled $30.7 million.  This joint venture bank debt is non-recourse to us and is scheduled to mature in June 2017.  At September 30, 2016, we had no joint venture surety bonds outstanding.

c. Surety Bonds

We obtain surety bonds in the normal course of business to ensure completion of the infrastructure of our communities.  At September 30, 2016, we had approximately $841.3 million in surety bonds outstanding, with respect to which we had an estimated $390.2 million remaining in cost to complete.

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d. Mortgage Loans and Commitments

We commit to making mortgage loans to our homebuyers through our mortgage financing subsidiary, CalAtlantic Mortgage.  CalAtlantic Mortgage sells substantially all of the loans it originates in the secondary mortgage market and finances these loans under its mortgage credit facilities for a short period of time (typically for 30 to 45 days), as investors complete their administrative review of applicable loan documents.  Mortgage loans in process for which interest rates were committed to borrowers totaled approximately $266.6 million at September 30, 2016 and carried a weighted average interest rate of approximately 3.5%.  Interest rate risks related to these obligations are mitigated by CalAtlantic Mortgage through the preselling of loans to investors or through its interest rate hedging program.  As of September 30, 2016, CalAtlantic Mortgage had approximately $168.6 million in closed mortgage loans held for sale and $28.1 million of mortgage loans that we were committed to sell to investors subject to our funding of the loans and the investors' completion of their administrative review of the applicable loan documents.  In addition, as of September 30, 2016, CalAtlantic Mortgage had approximately $238.5 million of mortgage loans in process that were or are expected to be originated on a non-presold basis, substantially all of which were hedged by forward sale commitments of mortgage-backed securities prior to entering into loan sale transactions with third party investors.

Substantially all of the loans originated by CalAtlantic Mortgage are sold with servicing rights released on a non-recourse basis.  These sales are generally subject to CalAtlantic Mortgage's obligation to repay its gain on sale if the loan is prepaid by the borrower within a certain time period following such sale, or to repurchase the loan if, among other things, the purchaser's underwriting guidelines are not met, or there is fraud in connection with the loan.  During the nine months ended September 30, 2016 and 2015, CalAtlantic Mortgage recorded loan loss expense related to indemnification and repurchase allowances of $0.1 million and $0.1 million, respectively.  As of September 30, 2016, CalAtlantic Mortgage had indemnity and repurchase allowances related to loans sold of approximately $3.5 million.  In addition, during the nine months ended September 30, 2016 and 2015, CalAtlantic Mortgage made make-whole payments of $0.3 million and $0.1 million, respectively.

e. Insurance and Litigation Accruals

Insurance and litigation accruals are established with respect to estimated future claims cost.  We maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-related claims.  We also generally require our subcontractors and design professionals to indemnify us for liabilities arising from their work, subject to various limitations.  However, such indemnity is significantly limited with respect to certain subcontractors that are added to our general liability insurance policy.  We record allowances to cover our estimated costs of self-insured retentions and deductible amounts under these policies and estimated costs for claims that may not be covered by applicable insurance or indemnities.  Our total insurance and litigation accruals as of September 30, 2016 and December 31, 2015 were $130.5 million and $125.3 million, respectively, which are included in accrued liabilities in the accompanying condensed consolidated balance sheets.  Estimation of these accruals include consideration of our claims history, including current claims, estimates of claims incurred but not yet reported, and potential for recovery of costs from insurance and other sources.  We utilize the services of an independent third party actuary to assist us with evaluating the level of our insurance and litigation accruals.  Because of the high degree of judgment required in determining these estimated accrual amounts, actual future claim costs could differ materially from our currently estimated amounts.

20.Income Taxes

We account for income taxes in accordance with ASC Topic 740, Income Taxes ("ASC 740").  ASC 740 requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered.  Changes to enacted tax rates could materially impact the recorded amount of our deferred tax asset.

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Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740.  We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable.  Our assessment considers, among other things, the nature, frequency and severity of our prior and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods, our utilization experience with operating loss and tax credit carryforwards, and tax planning alternatives.

Our 2016 third quarter provision for income taxes of $78.4 million primarily related to our $210.7 million of pretax income.  As of September 30, 2016, we had a $325.4 million deferred tax asset which was partially offset by a valuation allowance of $1.4 million related to state net operating loss carryforwards that are limited by shorter carryforward periods.  As of such date, $136.9 million of our deferred tax asset related to net operating loss carryforwards ($119.6 million of federal and state net operating loss carryforwards that were subject to Internal Revenue Code Section 382 ("Section 382") limitations and $17.3 million of state net operating loss carryforwards that were not subject to such limitations).  The remaining deferred tax asset balance of $188.5 million represented deductible timing differences, primarily related to inventory impairments and financial accruals, which have no expiration date.   As of September 30, 2016 and December 31, 2015, our liability for unrecognized tax benefits was $12.2 million and $10.6 million, respectively, which is included in accrued liabilities in the accompanying condensed consolidated balance sheets. In addition, as of September 30, 2016, we remained subject to examination by various tax jurisdictions for the tax years ended December 31, 2011 through 2015.

21.Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows

The following are supplemental disclosures to the condensed consolidated statements of cash flows:

			Nine Months Ended September 30,
			2016		2015
			(Dollars in thousands)
Supplemental Disclosures of Cash Flow Information:
	Cash paid during the period for:
		Income taxes	$	150,822	$	66,310
Supplemental Disclosures of Noncash Activities:
Increase in secured project debt related to seller financed inventory purchases			$	25,625	$	1,725

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22.Supplemental Guarantor Information

Certain of our 100% owned direct and indirect subsidiaries guarantee our outstanding senior notes payable (please see Note 15 "Senior Notes Payable").  Presented below are the condensed consolidated financial statements for our guarantor subsidiaries and non-guarantor subsidiaries.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

	Three Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			ConsolidatedCalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	707,397		$	656,095		$	307,466		$	―		$	1,670,958
Cost of sales		(561,856	)		(520,810	)		(213,600	)		―			(1,296,266	)
Gross margin		145,541			135,285			93,866			―			374,692
Selling, general and administrative expenses		(75,217	)		(75,834	)		(19,764	)		―			(170,815	)
Income (loss) from unconsolidated joint ventures		(717	)		44			1,904			―			1,231
Equity income of subsidiaries		95,380			―			―			(95,380	)		―
Interest income (expense), net		1,075			(886	)		(189	)		―			―
Other income (expense)		(3,602	)		(762	)		195			―			(4,169	)
Homebuilding pretax income		162,460			57,847			76,012			(95,380	)		200,939
Financial Services:
Financial services pretax income		―			―			9,807			―			9,807
Income before taxes		162,460			57,847			85,819			(95,380	)		210,746
Provision for income taxes		(30,112	)		(23,111	)		(25,175	)		―			(78,398	)
Net income	$	132,348		$	34,736		$	60,644		$	(95,380	)	$	132,348

	Three Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			ConsolidatedCalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	172,420		$	296,420		$	183,350		$	―		$	652,190
Cost of sales		(132,775	)		(226,945	)		(132,714	)		―			(492,434	)
Gross margin		39,645			69,475			50,636			―			159,756
Selling, general and administrative expenses		(21,582	)		(37,660	)		(14,018	)		―			(73,260	)
Income (loss) from unconsolidated joint ventures		14			―			107			―			121
Equity income of subsidiaries		48,155			―			―			(48,155	)		―
Interest income (expense), net		3,109			(2,160	)		(949	)		―			―
Other income (expense)		(11,782	)		(212	)		824			―			(11,170	)
Homebuilding pretax income		57,559			29,443			36,600			(48,155	)		75,447
Financial Services:
Financial services pretax income		―			―			2,847			―			2,847
Income before taxes		57,559			29,443			39,447			(48,155	)		78,294
Provision for income taxes		(10,382	)		(13,931	)		(6,804	)		―			(31,117	)
Net income	$	47,177		$	15,512		$	32,643		$	(48,155	)	$	47,177

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22.Supplemental Guarantor Information (continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

	Nine Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			ConsolidatedCalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	1,817,935		$	1,866,598		$	750,470		$	―		$	4,435,003
Cost of sales		(1,451,579	)		(1,486,644	)		(533,543	)		―			(3,471,766	)
Gross margin		366,356			379,954			216,927			―			963,237
Selling, general and administrative expenses		(201,503	)		(220,595	)		(51,112	)		―			(473,210	)
Income (loss) from unconsolidated joint ventures		29			444			2,170			―			2,643
Equity income of subsidiaries		229,414			―			―			(229,414	)		―
Interest income (expense), net		3,685			(2,785	)		(900	)		―			―
Other income (expense)		(10,885	)		(1,241	)		134			―			(11,992	)
Homebuilding pretax income		387,096			155,777			167,219			(229,414	)		480,678
Financial Services:
Financial services pretax income		―			―			24,889			―			24,889
Income before taxes		387,096			155,777			192,108			(229,414	)		505,567
Provision for income taxes		(69,327	)		(66,659	)		(51,812	)		―			(187,798	)
Net income	$	317,769		$	89,118		$	140,296		$	(229,414	)	$	317,769

	Nine Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			ConsolidatedCalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	500,500		$	840,513		$	481,087		$	―		$	1,822,100
Cost of sales		(380,929	)		(646,798	)		(348,571	)		―			(1,376,298	)
Gross margin		119,571			193,715			132,516			―			445,802
Selling, general and administrative expenses		(69,121	)		(110,934	)		(39,185	)		―			(219,240	)
Income (loss) from unconsolidated joint ventures		36			―			(417	)		―			(381	)
Equity income of subsidiaries		121,691			―			―			(121,691	)		―
Interest income (expense), net		9,507			(7,369	)		(2,138	)		―			―
Other income (expense)		(19,223	)		(435	)		2,916			―			(16,742	)
Homebuilding pretax income		162,461			74,977			93,692			(121,691	)		209,439
Financial Services:
Financial services pretax income		―			―			6,873			―			6,873
Income before taxes		162,461			74,977			100,565			(121,691	)		216,312
Provision for income taxes		(26,481	)		(34,502	)		(19,349	)		―			(80,332	)
Net income	$	135,980		$	40,475		$	81,216		$	(121,691	)	$	135,980

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22.Supplemental Guarantor Information (continued)

CONDENSED CONSOLIDATING BALANCE SHEET

	September 30, 2016
	CalAtlantic Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			ConsolidatedCalAtlantic Group, Inc.
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and equivalents	$	118,170	$	30,931	$	34,932	$	―		$	184,033
Restricted cash		―		―		29,796		―			29,796
Intercompany receivables		2,110,248		―		235,105		(2,345,353	)		―
Inventories:
Owned		2,850,899		2,350,260		1,331,888		―			6,533,047
Not owned		38,300		32,841		4,343		―			75,484
Investments in unconsolidated joint ventures		4,358		4,696		130,319		―			139,373
Investments in subsidiaries		1,855,517		―		―		(1,855,517	)		―
Deferred income taxes, net		342,413		―		―		(18,458	)		323,955
Goodwill and other intangibles, net		970,185		―		―		―			970,185
Other assets		62,148		44,449		2,751		―			109,348
Total Homebuilding Assets		8,352,238		2,463,177		1,769,134		(4,219,328	)		8,365,221
Financial Services:
Cash and equivalents		―		―		30,241		―			30,241
Restricted cash		―		―		21,799		―			21,799
Mortgage loans held for sale, net		―		―		171,262		―			171,262
Mortgage loans held for investment, net		―		―		24,450		―			24,450
Other assets		―		―		21,131		(1,643	)		19,488
Total Financial Services Assets		―		―		268,883		(1,643	)		267,240
Total Assets	$	8,352,238	$	2,463,177	$	2,038,017	$	(4,220,971	)	$	8,632,461
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	99,023	$	78,204	$	27,576	$	―		$	204,803
Accrued liabilities and intercompany payables		306,603		1,408,418		949,122		(2,130,349	)		533,794
Revolving credit facility		146,000		―		―		―			146,000
Secured project debt and other notes payable		272,378		―		3,657		(235,105	)		40,930
Senior notes payable		3,393,799		―		―		―			3,393,799
Total Homebuilding Liabilities		4,217,803		1,486,622		980,355		(2,365,454	)		4,319,326
Financial Services:
Accounts payable and other liabilities		―		―		16,802		―			16,802
Mortgage credit facilities		―		―		161,898		―			161,898
Total Financial Services Liabilities		―		―		178,700		―			178,700
Total Liabilities		4,217,803		1,486,622		1,159,055		(2,365,454	)		4,498,026
Equity:
Total Equity		4,134,435		976,555		878,962		(1,855,517	)		4,134,435
Total Liabilities and Equity	$	8,352,238	$	2,463,177	$	2,038,017	$	(4,220,971	)	$	8,632,461

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22.Supplemental Guarantor Information (continued)

CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2015
	CalAtlantic Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			ConsolidatedCalAtlantic Group, Inc.
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and equivalents	$	6,387	$	112,852	$	31,837	$	―		$	151,076
Restricted cash		―		―		35,990		―			35,990
Intercompany receivables		2,380,899		―		152,505		(2,533,404	)		―
Inventories:
Owned		2,524,927		2,304,305		1,240,727		―			6,069,959
Not owned		32,393		38,925		11,928		―			83,246
Investments in unconsolidated joint ventures		5,353		4,330		123,080		―			132,763
Investments in subsidiaries		1,644,453		―		―		(1,644,453	)		―
Deferred income taxes, net		405,945		―		―		(9,751	)		396,194
Goodwill		933,360		―		―		―			933,360
Other assets		67,578		48,027		3,163		―			118,768
Total Homebuilding Assets		8,001,295		2,508,439		1,599,230		(4,187,608	)		7,921,356
Financial Services:
Cash and equivalents		―		―		35,518		―			35,518
Restricted cash		―		―		22,914		―			22,914
Mortgage loans held for sale, net		―		―		325,770		―			325,770
Mortgage loans held for investment, net		―		―		22,704		―			22,704
Other assets		―		―		18,886		(1,643	)		17,243
Total Financial Services Assets		―		―		425,792		(1,643	)		424,149
Total Assets	$	8,001,295	$	2,508,439	$	2,025,022	$	(4,189,251	)	$	8,345,505
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	91,873	$	82,906	$	16,902	$	―		$	191,681
Accrued liabilities and intercompany payables		415,803		1,538,096		903,761		(2,378,867	)		478,793
Secured project debt and other notes payable		170,167		―		4,061		(148,545	)		25,683
Senior notes payable		3,462,016		―		―		―			3,462,016
Total Homebuilding Liabilities		4,139,859		1,621,002		924,724		(2,527,412	)		4,158,173
Financial Services:
Accounts payable and other liabilities		―		―		39,860		(17,386	)		22,474
Mortgage credit facilities		―		―		303,422		―			303,422
Total Financial Services Liabilities		―		―		343,282		(17,386	)		325,896
Total Liabilities		4,139,859		1,621,002		1,268,006		(2,544,798	)		4,484,069
Equity:
Total Equity		3,861,436		887,437		757,016		(1,644,453	)		3,861,436
Total Liabilities and Equity	$	8,001,295	$	2,508,439	$	2,025,022	$	(4,189,251	)	$	8,345,505

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22.Supplemental Guarantor Information (continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			ConsolidatedCalAtlantic Group, Inc.
	(Dollars in thousands)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(49,169	)	$	16,087		$	200,744		$	―		$	167,662
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		(235	)		(192	)		(26,573	)		―			(27,000	)
Distributions of capital from unconsolidated homebuilding joint ventures		1,107			333			22,287			―			23,727
Loan to parent and subsidiaries		―			―			(88,800	)		88,800			―
Other investing activities		(325	)		(1,958	)		(3,106	)		―			(5,389	)
Net cash provided by (used in) investing activities		547			(1,817	)		(96,192	)		88,800			(8,662	)
Cash Flows From Financing Activities:
Change in restricted cash		―			―			7,309			―			7,309
Borrowings from revolving credit facility		1,008,000			―			―			―			1,008,000
Principal payments on revolving credit facility		(862,000	)		―			―			―			(862,000	)
Principal payments on secured project debt and other notes payable		(9,985	)		―			(404	)		―			(10,389	)
Principal payments on senior notes payable		(280,000	)		―			―			―			(280,000	)
Proceeds from the issuance of senior notes payable		300,000			―			―			―			300,000
Payment of debt issue costs		(2,657	)		―			―			―			(2,657	)
Loan from subsidiary		88,800			―			―			(88,800	)		―
Net proceeds from (payments on) mortgage credit facilities		―			―			(141,524	)		―			(141,524	)
(Contributions to) distributions from Corporate and subsidiaries		18,350			―			(18,350	)		―			―
Repurchases of common stock		(137,464	)		―			―			―			(137,464	)
Common stock dividend payments		(14,264	)		―			―			―			(14,264	)
Issuance of common stock under employee stock plans, net of tax withholdings		1,868			―			―			―			1,868
Other financing activities		―			(199	)		―			―			(199	)
Intercompany advances, net		49,757			(95,992	)		46,235			―			―
Net cash provided by (used in) financing activities		160,405			(96,191	)		(106,734	)		(88,800	)		(131,320	)
Net increase (decrease) in cash and equivalents		111,783			(81,921	)		(2,182	)		―			27,680
Cash and equivalents at beginning of period		6,387			112,852			67,355			―			186,594
Cash and equivalents at end of period	$	118,170		$	30,931		$	65,173		$	―		$	214,274

	Nine Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			ConsolidatedCalAtlantic Group, Inc.
	(Dollars in thousands)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(116,827	)	$	(14,645	)	$	(84,358	)	$	―		$	(215,830	)
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		―			―			(83,288	)		―			(83,288	)
Distributions of capital from unconsolidated homebuilding joint ventures		―			―			10,289			―			10,289
Loan to parent and subsidiaries		―			―			80,000			(80,000	)		―
Other investing activities		(2,308	)		(1,605	)		(7,803	)		―			(11,716	)
Net cash provided by (used in) investing activities		(2,308	)		(1,605	)		(802	)		(80,000	)		(84,715	)
Cash Flows From Financing Activities:
Change in restricted cash		―			―			1,047			―			1,047
Borrowings from revolving credit facility		491,400			―			―			―			491,400
Principal payments on revolving credit facility		(222,700	)		―			―			―			(222,700	)
Principal payments on secured project debt and other notes payable		―			―			(569	)		―			(569	)
Principal payments on senior notes payable		(29,789	)											(29,789	)
Net proceeds from (payments on) mortgage credit facilities		―			―			(90,554	)		80,000			(10,554	)
(Contributions to) distributions from Corporate and subsidiaries		14,373			(31,719	)		17,346			―			―
Repurchases of common stock		(22,073	)		―			―			―			(22,073	)
Issuance of common stock under employee stock plans, net of tax withholdings		(461	)		―			―			―			(461	)
Excess tax benefits from share-based payment arrangements		8,573			―			―			―			8,573
Intercompany advances, net		(192,076	)		56,711			135,365			―			―
Net cash provided by (used in) financing activities		47,247			24,992			62,635			80,000			214,874
Net increase (decrease) in cash and equivalents		(71,888	)		8,742			(22,525	)		―			(85,671	)
Cash and equivalents at beginning of period		133,304			1,061			78,028			―			212,393
Cash and equivalents at end of period	$	61,416		$	9,803		$	55,503		$	―		$	126,722

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ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Selected Financial Information

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Dollars in thousands, except per share amounts)
Homebuilding:
Home sale revenues	$	1,665,030		$	626,008		$	4,402,896		$	1,789,065
Land sale revenues		5,928			26,182			32,107			33,035
Total revenues		1,670,958			652,190			4,435,003			1,822,100
Cost of home sales		(1,290,628	)		(467,358	)		(3,440,549	)		(1,346,108	)
Cost of land sales		(5,638	)		(25,076	)		(31,217	)		(30,190	)
Total cost of sales		(1,296,266	)		(492,434	)		(3,471,766	)		(1,376,298	)
Gross margin		374,692			159,756			963,237			445,802
Gross margin percentage		22.4	%		24.5	%		21.7	%		24.5	%
Selling, general and administrative expenses		(170,815	)		(73,260	)		(473,210	)		(219,240	)
Income (loss) from unconsolidated joint ventures		1,231			121			2,643			(381	)
Other income (expense		(4,169	)		(11,170	)		(11,992	)		(16,742	)
Homebuilding pretax income		200,939			75,447			480,678			209,439
Financial Services:
Revenues		21,433			7,011			59,524			19,815
Expenses		(11,626	)		(4,164	)		(34,635	)		(12,942	)
Financial services pretax income		9,807			2,847			24,889			6,873
Income before taxes		210,746			78,294			505,567			216,312
Provision for income taxes		(78,398	)		(31,117	)		(187,798	)		(80,332	)
Net income		132,348			47,177			317,769			135,980
Less: Net income allocated to preferred shareholder		―			(11,342	)		―			(32,818	)
Less: Net income allocated to unvested restricted stock		(294	)		(93	)		(635	)		(274	)
Net income available to common stockholders	$	132,054		$	35,742		$	317,134		$	102,888
Income Per Common Share:
Basic	$	1.12		$	0.65		$	2.66		$	1.87
Diluted	$	0.97		$	0.59		$	2.34		$	1.71
Weighted Average Common Shares Outstanding:
Basic		118,338,891			55,345,443			119,188,145			55,059,683
Diluted		136,077,415			62,292,524			136,888,927			62,152,754
Weighted average additional common shares outstanding
if preferred shares converted to common shares		―			17,562,557			―			17,562,557
Total weighted average diluted common shares outstanding
if preferred shares converted to common shares		136,077,415			79,855,081			136,888,927			79,715,311
Cash dividends declared per common share	$	0.04		$	―		$	0.12		$	―
Net cash provided by (used in) operating activities	$	104,048		$	(104,633	)	$	167,662		$	(215,830	)
Net cash provided by (used in) investing activities	$	9,981		$	(60,675	)	$	(8,662	)	$	(84,715	)
Net cash provided by (used in) financing activities	$	(187,625	)	$	203,717		$	(131,320	)	$	214,874
Adjusted Homebuilding EBITDA (1)	$	267,835		$	130,769		$	682,113		$	350,732

__________________

(1) 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, including amortization of capitalized model costs, (g) amortization of stock-based compensation, (h) income (loss) from unconsolidated joint ventures, (i) income (loss) from financial services subsidiaries, (j) purchase accounting adjustments and (k) merger and other one-time transaction related costs.  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 it provides perspective on the underlying performance of the business. However, it should be noted that Adjusted Homebuilding EBITDA is not a U.S. generally accepted accounting principles ("GAAP") financial measure. Due to the significance of the GAAP components excluded, Adjusted Homebuilding EBITDA should not be considered in isolation or as an alternative to cash flows from operations or any other liquidity performance measure prescribed by GAAP.

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(1)continued

The table set forth below reconciles net income, calculated and presented in accordance with GAAP, to Adjusted Homebuilding EBITDA:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,					LTM EndedSeptember 30,
	2016		2015		2016		2015			2016		2015
	(Dollars in thousands)
Net income	$	132,348	$	47,177	$	317,769	$	135,980		$	395,398	$	200,624
Provision for income taxes		78,398		31,117		187,798		80,332			236,446		120,070
Homebuilding interest amortized to cost of sales		44,751		33,323		116,963		92,524			163,820		131,878
Homebuilding depreciation and amortization		15,735		7,368		43,128		22,288			61,827		30,691
EBITDA (1)		271,232		118,985		665,658		331,124			857,491		483,263
Add:
Amortization of stock-based compensation (1)		3,704		3,536		11,216		8,620			18,220		9,353
Cash distributions of income from unconsolidated
joint ventures		―		―		450		592			2,688		592
Merger-related purchase accounting adjustments
included in cost of home sales		―		―		18,535		―			82,705		―
Merger and other one-time costs		3,937		11,216		13,786		16,888			58,635		16,888
Less:
Income (loss) from unconsolidated joint ventures		1,231		121		2,643		(381	)		4,990		(707	)
Income from financial services subsidiaries		9,807		2,847		24,889		6,873			34,955		9,345
Adjusted Homebuilding EBITDA	$	267,835	$	130,769	$	682,113	$	350,732		$	979,794	$	501,458

__________________

(1) During the 2016 third quarter, the Company removed amortization of stock-based compensation as a component of the EBITDA subtotal and began including this amount as an adjusting item to calculate Adjusted Homebuilding EBITDA.   Prior periods presented have been restated to conform to this new presentation.

Recent Developments

October 1, 2015 Closing of Merger Transaction with The Ryland Group, Inc.; Supplemental Pro Forma Information

On October 1, 2015, Standard Pacific Corp. ("Standard Pacific") completed its merger transaction with The Ryland Group, Inc. ("Ryland"), with Standard Pacific continuing as the surviving corporation and changing its name to CalAtlantic Group, Inc.  Because the closing of the merger occurred after the 2015 second quarter, the discussion under the heading "Discussion and Analysis of CalAtlantic's Actual Results for the Three and Nine Months Ended September 30, 2016 with comparisons to stand-alone actual results for predecessor Standard Pacific for the Three and Nine Months Ended September 30, 2015" includes only stand-alone data for predecessor Standard Pacific for the three and nine months ended September 30, 2015.  To aid readers with 2016 third quarter and year to date over 2015 third quarter and year to date comparability for the entire merged business, we also are including limited supplemental pro forma information in this Management's Discussion and Analysis of Financial Conditions and Results of Operations.

The foregoing description does not purport to be complete. Additional information regarding the merger may be found in the Company's current report on Form 8-K, filed with the SEC on October 5, 2015, which is incorporated herein by reference.

Selected 2016 Third Quarter and Nine months CalAtlantic to Pro Forma CalAtlantic 2015 Third Quarter and Nine months

The below table compares actual 2016 third quarter and nine month CalAtlantic financial and operating data to pro forma combined 2015 third quarter and nine month Standard Pacific and Ryland financial and operating data.  The 2015 unaudited selected condensed combined pro forma data combines the historical home sale revenues, homes delivered, net new orders, backlog and average active selling communities of Standard Pacific and Ryland, giving effect to the merger as if it had been consummated on January 1, 2015.  The 2015 unaudited selected condensed combined pro forma data is presented for illustrative purposes only, and are not necessarily indicative of results that actually would have occurred or

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that may occur in the future had the merger with Ryland been completed on January 1, 2015.  Accordingly this information should not be relied upon for purposes of making any investment or other decisions.

			Three Months Ended September 30,					Nine Months Ended September 30,
			Actual 2016		Pro Forma 2015		% Change	Actual 2016		Pro Forma 2015		% Change
			(Dollars in thousands)
Home sale revenues
	North		$	281,860	$	260,202	8%	$	709,329	$	660,387	7%
	Southeast			399,904		356,579	12%		1,062,737		914,471	16%
	Southwest			389,128		351,384	11%		1,165,269		1,025,906	14%
	West			594,138		350,720	69%		1,465,561		1,019,148	44%
		Consolidated total	$	1,665,030	$	1,318,885	26%	$	4,402,896	$	3,619,912	22%

			Three Months Ended September 30,
			Actual 2016				Pro Forma 2015				% Change
			Homes		ASP		Homes		ASP		Homes		ASP
			(Dollars in thousands)
New homes delivered:
	North			848	$	332		768	$	339		10%		(2%)
	Southeast			1,052		380		976		365		8%		4%
	Southwest			894		435		857		410		4%		6%
	West			886		671		610		575		45%		17%
		Consolidated total		3,680	$	452		3,211	$	411		15%		10%
Net new orders:
	North			823	$	337		636	$	337		29%		―
	Southeast			1,071		375		905		376		18%		(0%)
	Southwest			831		428		926		427		(10%)		0%
	West			806		603		771		601		5%		0%
		Consolidated total		3,531	$	431		3,238	$	437		9%		(1%)

			Nine Months Ended September 30,
			Actual 2016				Pro Forma 2015				% Change
			Homes		ASP		Homes		ASP		Homes		ASP
			(Dollars in thousands)
New homes delivered:
	North			2,120	$	335		1,940	$	340		9%		(1%)
	Southeast			2,748		387		2,589		353		6%		10%
	Southwest			2,751		424		2,519		407		9%		4%
	West			2,272		645		1,717		594		32%		9%
		Consolidated total		9,891	$	445		8,765	$	413		13%		8%
Net new orders:
	North			2,647	$	333		2,201	$	336		20%		(1%)
	Southeast			3,384		374		3,145		364		8%		3%
	Southwest			2,907		429		3,314		412		(12%)		4%
	West			2,649		632		2,492		592		6%		7%
		Consolidated total		11,587	$	437		11,152	$	424		4%		3%

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			At September 30,
			Actual 2016				Pro Forma 2015				% Change
			Homes		Dollar Value		Homes		Dollar Value		Homes		Dollar Value
			(Dollars in thousands)
Backlog:
	North			1,530	$	523,882		1,234	$	417,931		24%		25%
	Southeast			2,257		934,797		1,933		805,356		17%		16%
	Southwest			2,058		945,052		2,220		957,390		(7%)		(1%)
	West			1,462		911,152		1,320		834,279		11%		9%
		Consolidated total		7,307	$	3,314,883		6,707	$	3,014,956		9%		10%

			Three Months Ended September 30,			Nine Months Ended September 30,
			Actual 2016	Pro Forma 2015	% Change	Actual 2016	Pro Forma 2015	% Change
Average number of selling communities
	during the period:
	North		134	118	14%	125	116	8%
	Southeast		182	177	3%	180	171	5%
	Southwest		165	185	(11%)	170	183	(7%)
	West		85	87	(2%)	91	83	10%
		Consolidated total	566	567	(0%)	566	553	2%

In addition to the above supplemental pro forma information, the following presents limited unaudited supplemental pro forma operating results as if Ryland had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2015.

	Three Months Ended September 30,					Nine Months Ended September 30,
	Actual 2016		Pro Forma 2015		% Change	Actual 2016		Pro Forma 2015		% Change
	(Dollars in thousands)
Home sale revenues	$	1,665,030	$	1,318,885	26%	$	4,402,896	$	3,619,912	22%
Pretax income	$	210,746	$	142,352	48%	$	505,567	$	383,655	32%

The supplemental pro forma operating results have been determined in accordance with ASC Topic 805, Business Combinations ("ASC 805") after adjusting the operating results of Ryland to reflect additional amortization that would have been recorded assuming the fair value adjustment to intangible assets had been applied beginning January 1, 2015. Certain other adjustments, including those related to conforming accounting policies and adjusting acquired inventory to fair value, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts. The increase in home sale revenues and pretax income was primarily attributable to the increase in deliveries and average selling prices compared to the prior year periods.

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Discussion and Analysis of CalAtlantic's Actual Results for the Three and Nine Months Ended September 30, 2016 with comparisons to stand-alone actual results for predecessor Standard Pacific for the Three and Nine Months Ended September 30, 2015

Overview

The Company's 2016 third quarter results reflect a continuation of the housing market recovery and our focus on the execution of our strategy.  We delivered 3,680 homes during the quarter, generating home sale revenues of $1.7 billion, up 166% from the prior year period, on an average selling price of $452 thousand, compared to $537 thousand for the third quarter of 2015.  We reported net income of $132.3 million, or $0.97 per diluted share, as compared to $47.2 million, or $0.59 per diluted share, for the 2015 third quarter.  Our 2016 third quarter results include approximately $3.9 million of merger costs, compared to $11.2 million of merger and other one-time transaction related costs in the 2015 third quarter.  Homebuilding pretax income for the 2016 third quarter was $200.9 million, compared to $75.4 million in the 2015 third quarter.  Our gross margin from home sales was 22.5% for the third quarter of 2016, compared to 25.3% for the prior year period, and our operating margin from home sales for the 2016 third quarter was 12.2%, compared to 13.6% for the 2015 third quarter.  For the nine months ended September 30, 2016, we reported net income of $317.8 million, or $2.34 per diluted share, as compared to $136.0 million, or $1.71 per diluted share, in the prior period.  Homebuilding pretax income for the nine months ended September 30, 2016 was $480.7 million, compared to $209.4 million in the prior year period.

Homebuilding

			Three Months Ended September 30,					Nine Months Ended September 30,
			2016		2015		% Change	2016		2015		% Change
			(Dollars in thousands)
Homebuilding revenues:
	North		$	283,060	$	n/a	n/a	$	710,889	$	n/a	n/a
	Southeast			400,720		211,759	89%		1,065,038		556,330	91%
	Southwest			389,160		155,595	150%		1,165,797		461,304	153%
	West			598,018		284,836	110%		1,493,279		804,466	86%
		Total homebuilding revenues	$	1,670,958	$	652,190	156%	$	4,435,003	$	1,822,100	143%
Homebuilding pretax income:
	North		$	25,627	$	n/a	n/a	$	53,177	$	n/a	n/a
	Southeast			31,303		19,379	62%		84,125		44,909	87%
	Southwest			39,312		16,552	138%		113,145		49,817	127%
	West			104,697		39,516	165%		230,231		114,713	101%
		Total homebuilding pretax income	$	200,939	$	75,447	166%	$	480,678	$	209,439	130%
Homebuilding pretax income as a percentage
of homebuilding revenues:
	North			9.1%		n/a	n/a		7.5%		n/a	n/a
	Southeast			7.8%		9.2%	(1.4%)		7.9%		8.1%	(0.2%)
	Southwest			10.1%		10.6%	(0.5%)		9.7%		10.8%	(1.1%)
	West			17.5%		13.9%	3.6%		15.4%		14.3%	1.1%
		Total homebuilding pretax income percentage		12.0%		11.6%	0.4%		10.8%		11.5%	(0.7%)

Homebuilding pretax income for the 2016 third quarter was $200.9 million compared to $75.4 million in the year earlier period.  This increase was primarily attributable to the 166% increase in home sale revenues, which was partially offset by a decrease in gross margin percentage from home sales.

For the nine months ended September 30, 2016, we reported homebuilding pretax income of $480.7 million compared to $209.4 million in the year earlier period.  This increase was primarily attributable to the 146% increase in home sale revenues, which was partially offset by a decrease in gross margin percentage from home sales.

Revenues

Home sale revenues increased 166%, from $626.0 million for the 2015 third quarter to $1.7 billion for the 2016 third quarter, primarily as a result of a 216% increase in new home deliveries, which was partially offset by a 16% decrease in our consolidated average selling price to $452 thousand compared to the prior

-33-

year period.  Home sale revenues increased 146%, from $1.8 billion for the nine months ended September 30, 2015 to $4.4 billion for the nine months ended September 30, 2016, primarily as a result of a 187% increase in new home deliveries, which was partially offset by a 14% decrease in our consolidated average selling price to $445 thousand compared to the prior year period. The increase in home sale revenues is primarily attributable to the merger with Ryland combined with meaningful organic growth.  On a pro forma basis, home sale revenues increased 26% for the 2016 third quarter, and 22% for the nine months ended September 30, 2016, compared to the prior year periods.

			Three Months Ended September 30,			Nine Months Ended September 30,
			2016	2015	% Change	2016	2015	% Change
New homes delivered:
	North		848	n/a	n/a	2,120	n/a	n/a
	Southeast		1,052	467	125%	2,748	1,328	107%
	Southwest		894	282	217%	2,751	858	221%
	West		886	416	113%	2,272	1,256	81%
		Total	3,680	1,165	216%	9,891	3,442	187%

The increase in new home deliveries for the 2016 third quarter as compared to the prior year period resulted primarily from the new selling communities we acquired in connection with our merger with Ryland, as well as stronger deliveries from our West region which experienced increased deliveries in all divisions within the region.

			Three Months Ended September 30,					Nine Months Ended September 30,
			2016		2015		% Change	2016		2015		% Change
			(Dollars in thousands)
Average selling prices of homes delivered:
	North		$	332	$	n/a	n/a	$	335	$	n/a	n/a
	Southeast			380		437	(13%)		387		411	(6%)
	Southwest			435		552	(21%)		424		533	(20%)
	West			671		641	5%		645		625	3%
		Total	$	452	$	537	(16%)	$	445	$	520	(14%)

Our 2016 third quarter consolidated average selling price of $452 thousand decreased compared to $537 thousand for the prior year period.  For the nine months ended September 30, 2016, our consolidated average selling price of $445 thousand decreased compared to $520 thousand for the prior year period. The decrease in our consolidated average selling price in both the three and nine months ended September 30, 2016 compared to the prior year was primarily attributable to a shift in product mix.

Gross Margin

Our 2016 third quarter gross margin percentage from home sales decreased to 22.5% compared to 25.3% in the 2015 third quarter.  For the nine months ended September 30, 2016, our gross margin percentage from home sales decreased to 21.9% compared to 24.8% in the prior year period.  The year over year decrease in our gross margin percentage from home sales was primarily attributable to a shift in product mix and an increase in direct construction costs per home. In addition, the gross margin from home sales was adversely impacted by the required fair value adjustments to homes in backlog, speculative homes under construction and model homes acquired from Ryland in the merger, of which $18.5 million was recognized as an increase to cost of sales during the six months ended June 30, 2016. No such adjustments were recognized during the 2016 third quarter.

SG&A Expenses

Our 2016 third quarter SG&A expenses (including Corporate G&A) were $170.8 million compared to $73.3 million for the prior year period, down 140 basis points as a percentage of home sale revenues to 10.3% compared to 11.7% for the 2015 third quarter.  For the nine months ended September 30, 2016, our

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SG&A expenses (including Corporate G&A) were $473.2 million compared to $219.2 million, down 160 basis points as a percentage of home sales revenues to 10.7%, compared to 12.3% for the prior year period. While the dollar amount of the Company's SG&A expenses increased period over period as a result of the merger, the improvement in our SG&A rate in both the three and nine months ended September 30, 2016 compared to the prior year was primarily the result of the increase in home sale revenues and the operating leverage we gained in connection with the merger with Ryland.

Other Income (Expense)

Other expense of $4.2 million for the 2016 third quarter was primarily attributable to $3.9 million of transaction and integration costs incurred in connection with the merger with Ryland.  Other expense of $11.2 million for the 2015 third quarter was primarily attributable to $9.0 million of transaction costs incurred in connection with the merger with Ryland and $2.2 million of one-time transaction related project abandonment costs.

Operating Data

			Three Months Ended September 30,				Nine Months Ended September 30,
			2016	2015	% Change	% Absorption Change (1)	2016	2015	% Change	% Absorption Change (1)
Net new orders (2):
	North		823	n/a	n/a	n/a	2,647	n/a	n/a	n/a
	Southeast		1,071	429	150%	32%	3,384	1,511	124%	9%
	Southwest		831	325	156%	(16%)	2,907	1,123	159%	(18%)
	West		806	572	41%	8%	2,649	1,830	45%	0%
		Total	3,531	1,326	166%	1%	11,587	4,464	160%	(6%)

			Three Months Ended September 30,					Nine Months Ended September 30,
			2016		2015		% Change	2016		2015		% Change
Cancellation Rates:
	North			16%		n/a	n/a		13%		n/a	n/a
	Southeast			14%		16%	(2%)		13%		13%	―
	Southwest			18%		16%	2%		15%		11%	4%
	West			18%		22%	(4%)		17%		18%	(1%)
		Total		16%		19%	(3%)		14%		15%	(1%)

			Three Months Ended September 30,			Nine Months Ended September 30,
			2016	2015	% Change	2016	2015	% Change
Average number of selling communities during the period:
	North		134	n/a	n/a	125	n/a	n/a
	Southeast		182	96	90%	180	88	105%
	Southwest		165	54	206%	170	54	215%
	West		85	65	31%	91	63	44%
		Total	566	215	163%	566	205	176%

__________________

(1) Represents the percentage change of net new orders per average number of selling communities during the period.

(2) Net new orders are new orders for the purchase of homes during the period, less cancellations during such period of existing contracts for the purchase of homes.

Net new orders for the 2016 third quarter increased 166%, to 3,531 homes, from the prior year period on a 163% increase in average active selling communities.  Our monthly sales absorption rate was 2.1 per community for the 2016 third quarter, flat compared to the 2015 third quarter and down 10% compared to the 2016 second quarter, approximately half the decline associated with normal seasonal patterns.  Although our monthly sales absorption rate of 2.1 per community for the 2016 third quarter was flat compared to the 2015 third quarter, the change in our absorption rates varied widely across our regions, from up 32% in the Southeast, to down 16% in the Southwest.  In the Southeast, most divisions experienced double digit increases in absorption rate, with Orlando experiencing the highest increase, partially offset by a 14% 

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decrease in Charlotte compared to the prior year period.  The 16% decrease in absorption rate for our Southwest region was driven primarily by decreases in Dallas and Austin.  Our cancellation rate for the 2016 third quarter was 16%, down compared to 19% for the 2015 third quarter and up from 15% for the 2016 second quarter, but down from our average historical cancellation rate of approximately 21% we have experienced over the last 10 years.  At September 30, 2016, we had 572 active selling communities.

			At September 30,
			2016				2015				% Change
Backlog ($ in thousands):			Homes		Dollar Value		Homes		Dollar Value		Homes		Dollar Value
	North			1,530	$	523,882		n/a	$	n/a		n/a		n/a
	Southeast			2,257		934,797		954		511,449		137%		83%
	Southwest			2,058		945,052		811		438,753		154%		115%
	West			1,462		911,152		968		705,294		51%		29%
		Total		7,307	$	3,314,883		2,733	$	1,655,496		167%		100%

The dollar value of our backlog as of September 30, 2016 increased 100% from the year earlier period to $3.3 billion, or 7,307 homes.  The increase in backlog value compared to the prior year period was driven primarily by the 167% increase in units in backlog as a result of our merger with Ryland, partially offset by a 25% decrease in our consolidated average home price in backlog to $454 thousand.  The lower average home price in our backlog as of September 30, 2016 compared to the prior year period was primarily attributable to a shift in product mix.

			At September 30,
			2016	2015	% Change
Homesites owned and controlled:
	North		15,966	n/a	n/a
	Southeast		22,993	16,098	43%
	Southwest		15,113	6,537	131%
	West		13,892	12,880	8%
		Total (including joint ventures)	67,964	35,515	91%
	Homesites owned		51,385	28,343	81%
	Homesites optioned or subject to contract		15,209	5,792	163%
	Joint venture homesites (1)		1,370	1,380	(1%)
		Total (including joint ventures)	67,964	35,515	91%
Homesites owned:
	Raw lots		13,168	6,916	90%
	Homesites under development		11,836	7,717	53%
	Finished homesites		14,235	7,674	85%
	Under construction or completed homes		10,055	4,323	133%
	Held for sale		2,091	1,713	22%
		Total	51,385	28,343	81%

__________________

(1) Joint venture homesites represent our expected share of land development joint venture homesites and all of the homesites of our homebuilding joint ventures.

Total homesites owned and controlled as of September 30, 2016 increased 91% from the year earlier period and decreased 4% from the 70,494 homesites owned and controlled as of December 31, 2015.  We purchased $227.6 million of land (3,798 homesites) during the 2016 third quarter, of which 20% (based on homesites) were located in the North, 37% in the Southeast, 33% in the Southwest, and 10% in the West.  As of September 30, 2016, we owned or controlled 67,964 homesites, of which 46,119 were owned and actively selling or under development, 16,579 were controlled or under option (including joint venture homesites), and the remaining 5,266 homesites were held for future development or for sale.

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			At September 30,
			2016	2015	% Change
Homes under construction:
	Homes under construction (excluding specs)		4,797	1,914	151%
	Speculative homes under construction		2,568	1,338	92%
		Total homes under construction	7,365	3,252	126%
Completed homes:
	Completed and unsold homes (excluding models)		973	377	158%
	Completed and under contract (excluding models)		845	287	194%
	Model homes		872	407	114%
		Total completed homes	2,690	1,071	151%

Homes under construction (excluding speculative homes) as of September 30, 2016 increased 151% compared to September 30, 2015, consistent with our homes in backlog, which were up 167% compared to September 30, 2015.  Speculative homes under construction as of September 30, 2016 increased 92% over the prior year period, resulting primarily from a year over year increase in our number of active selling communities as a result of our merger with Ryland and our strategy to maintain a supply of speculative homes in each community.

Financial Services

In the 2016 third quarter our financial services segment reported pretax income of $9.8 million compared to $2.8 million in the year earlier period.  The increase was driven primarily by a 111% increase in the dollar volume of loans originated and sold and a $3.8 million increase in title services revenues.

The following table details information regarding loan originations and related credit statistics for our mortgage financing operations:

			Three Months Ended September 30,		Nine Months Ended September 30,
			2016	2015	2016	2015
			(Dollars in thousands)
Total Originations:
	Loans		1,779	691	5,026	2,102
	Principal		$546,408	$251,163	$1,567,455	$766,326
	Capture Rate		54%	72%	57%	74%
Loans Sold to Third Parties:
	Loans		1,813	729	5,434	2,354
	Principal		$562,962	$275,417	$1,713,306	$842,642
Mortgage Loan Origination Product Mix:
	FHA loans		15%	8%	15%	8%
	Other government loans (VA & USDA)		10%	9%	11%	8%
		Total government loans	25%	17%	26%	16%
	Conforming loans		71%	72%	70%	72%
	Jumbo loans		4%	11%	4%	12%
			100%	100%	100%	100%
Loan Type:
	Fixed		98%	89%	97%	91%
	ARM		2%	11%	3%	9%
Credit Quality:
	Avg. FICO score		737	753	738	752
Other Data:
	Avg. combined LTV ratio		83%	79%	83%	79%
	Full documentation loans		100%	100%	100%	100%

Income Taxes

Our 2016 third quarter provision for income taxes of $78.4 million primarily relates to our $210.7 million of pretax income.  As of September 30, 2016, we had a $325.4 million deferred tax asset which was

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partially offset by a valuation allowance of $1.4 million related to state net operating loss carryforwards that are limited by shorter carryforward periods.  As of such date, $119.6 million of our deferred tax asset related to net operating loss carryforwards that are subject to the Section 382 limitations.  The $205.8 million balance of the deferred tax asset is not subject to such limitations.

Liquidity and Capital Resources

Our principal uses of cash over the last several years have been for:

·   land acquisition ·   homebuilder acquisitions ·   investments in joint ventures ·   construction and development ·   operating expenses ·   principal and interest payments on debt ·   cash collateralization ·   stock repurchases ·   the payment of dividends

Cash requirements over the last several years have been met by:

·   internally generated funds ·   bank revolving credit and term loans ·   land option contracts and seller notes ·   public and private sales of our equity ·   public and private note offerings ·   joint venture financings ·   assessment district bond financings ·   letters of credit and surety bonds ·   mortgage credit facilities  

For the nine months ended September 30, 2016, cash provided by operating activities was $167.7 million versus cash used in operating activities of $215.8 million in the year earlier period.  The change in operating activities cash flow during 2016 as compared to the prior year period was driven primarily by a 143% increase in homebuilding revenues, partially offset by a $517.2 million increase in cash land purchase and development costs.  Cash flows from financing activities for the nine months ended September 30, 2016 included $297.3 million of net proceeds from a senior notes offering during the 2016 second quarter, offset by a $280 million repayment of our 10.75% Senior Notes upon maturity in September 2016 and $137.5 million of stock repurchases.  As of September 30, 2016, our homebuilding cash balance was $213.8 million (including $29.8 million of restricted cash).

Revolving Credit Facility. As of September 30, 2016, we were party to a $750 million unsecured revolving credit facility (the "Revolving Facility"), $350 million of which is available for letters of credit, which matures in October 2019. The Revolving Facility has an accordion feature under which the Company may increase the total commitment up to a maximum aggregate amount of $1.2 billion, subject to certain conditions, including the availability of additional bank commitments.  Interest rates, as defined in the credit agreement, approximate (i) LIBOR (approximately 0.53% at September 30, 2016) plus 1.75%, or (ii) Prime (3.50% at September 30, 2016) plus 0.75%. 

In addition to customary representations and warranties, the facility contains financial and other covenants, including a minimum tangible net worth requirement of $1.65 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), a net homebuilding leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 2.00 to 1.00 and a land covenant that limits land not under development to an amount not to exceed tangible net worth. The Company is also required to maintain either (a) a minimum liquidity level (unrestricted cash in excess of interest incurred for the previous four quarters) or (b) a minimum interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.25 to 1.00.  The Revolving Facility also limits, among other things, the Company's investments in joint ventures and the amount of the Company's common stock that the Company can repurchase.  On September 30, 2016, we had $146.0 million outstanding under the facility and had outstanding letters of credit issued under the facility totaling $112.9 million, leaving $491.1 million available under the facility to be drawn. 

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Our covenant compliance for the Revolving Facility is set forth in the table below:

Covenant and Other Requirement		Actual at September 30, 2016	Covenant Requirements at September 30, 2016
		(Dollars in millions)
Consolidated Tangible Net Worth (1)		$3,164.0	≥	$1,849.8
Leverage Ratio:
	Net Homebuilding Debt to Adjusted Consolidated Tangible Net Worth Ratio (2)	1.10	≤	2.00
Liquidity or Interest Coverage Ratio (3):
	Liquidity	$149.1	≥	$220.4
	EBITDA (as defined in the Revolving Facility) to Consolidated Interest Incurred (4)	3.13	≥	1.25
Investments in Homebuilding Joint Ventures or Consolidated Homebuilding Non-Guarantor Entities (5)		$767.8	≤	$1,187.4

__________________

(1) The minimum covenant requirement amount is subject to increase over time based on subsequent earnings (without deductions for losses) and proceeds from equity offerings.

(2) Net Homebuilding Debt represents Consolidated Homebuilding Debt reduced for certain cash balances in excess of $5 million.

(3) Under the liquidity and interest coverage covenant, we are required to either (i) maintain an unrestricted cash balance in excess of our consolidated interest incurred for the previous four fiscal quarters or (ii) satisfy a minimum interest coverage ratio.  At September 30, 2016, we met the condition described in clause (ii).

(4) Consolidated Interest Incurred excludes noncash interest expense.

(5) Net investments in unconsolidated homebuilding joint ventures or consolidated homebuilding non-guarantor entities must not exceed 35% of consolidated tangible net worth plus $80 million. 

Letter of Credit Facilities.  As of September 30, 2016, in addition to our $350 million letter of credit sublimit under our Revolving Facility, we were party to four committed letter of credit facilities totaling $48 million, of which $28.2 million was outstanding.  These facilities require cash collateralization and have maturity dates ranging from January 2017 to October 2017.  As of September 30, 2016, these facilities were secured by cash collateral deposits of $28.7 million.  Upon maturity, we may renew or enter into new letter of credit facilities with the same or other financial institutions.

Senior and Convertible Senior Notes.  As of September 30, 2016, the principal amount outstanding on our senior and convertible senior notes payable consisted of the following:

	September 30, 2016
	(Dollars in thousands)
8.4% Senior Notes due May 2017	$	230,000
8.375% Senior Notes due May 2018		575,000
1.625% Convertible Senior Notes due May 2018		225,000
0.25% Convertible Senior Notes due June 2019		267,500
6.625% Senior Notes due May 2020		300,000
8.375% Senior Notes due January 2021		400,000
6.25% Senior Notes due December 2021		300,000
5.375% Senior Notes due October 2022		250,000
5.875% Senior Notes due November 2024		300,000
5.25% Senior Notes due June 2026		300,000
1.25% Convertible Senior Notes due August 2032		253,000
	$	3,400,500

As required by the applicable note indentures, certain Company subsidiaries guarantee the Company's obligations under the notes.  The guarantees are unsecured obligations of each subsidiary, ranking equal in right of payment with all such subsidiary's existing and future unsecured and unsubordinated indebtedness. Interest on each series of notes is payable semi-annually.  Each of the senior notes rank equally with all of the Company's other unsecured and unsubordinated indebtedness.

The Company's notes contain various restrictive covenants, including, but not limited to, a limitation on secured indebtedness and a restriction on sale leaseback transactions.  As of September 30, 2016, we were in compliance with the covenants required by our senior notes. 

During the 2016 second quarter, the Company issued $300 million in aggregate principal amount of

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5.25% Senior Notes due 2026, which are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis.  A portion of the net proceeds of this issuance was used to repay the remaining $280 million principal balance of our 10.75% Senior Notes upon maturity in September 2016.

The Company's 1.625% Convertible Senior Notes due 2018 (the "1.625% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.625% Convertible Notes will mature on May 15, 2018, unless earlier converted or repurchased. The holders may convert their 1.625% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 31.8482 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $31.40 per share), subject to adjustment. The Company may not redeem the 1.625% Convertible Notes prior to the stated maturity date.

The Company's 0.25% Convertible Senior Notes due 2019 (the "0.25% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 0.25% Convertible Notes will mature on June 1, 2019, unless earlier converted, redeemed or repurchased. The holders may convert their 0.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 13.6003 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $73.53 per share), subject to adjustment. The Company may not redeem the 0.25% Convertible Notes prior to June 6, 2017. On or after that date, the Company may redeem for cash any or all of the 0.25% Convertible Notes, at its option, if the closing sale price of its common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within 5 trading days immediately preceding the date on which it provides notice of redemption, including the last trading day of such 30 day trading period, exceeds 130 percent of the applicable conversion price on each applicable trading day. The redemption price will equal 100 percent of the principal amount of the 0.25% Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company's 1.25% Convertible Senior Notes due 2032 (the "1.25% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.25% Convertible Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. The holders may convert their 1.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 24.8656 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $40.22 per share), subject to adjustment. The Company may not redeem the 1.25% Convertible Notes prior to August 5, 2017. On or after August 5, 2017 and prior to the maturity date, the Company may redeem for cash all or part of the 1.25% Convertible Notes at a redemption price equal to 100% of the principal amount of the 1.25% Convertible Notes being redeemed. On each of August 1, 2017, August 1, 2022 and August 1, 2027, holders of the 1.25% Convertible Notes may require the Company to purchase all or any portion of their 1.25% Convertible Notes for cash at a price equal to 100% of the principal amount of the 1.25% Convertible Notes to be repurchased.

Potential Future Transactions.  In the future, we may, from time to time, undertake negotiated or open market purchases of, or tender offers for, our notes prior to maturity when they can be purchased at prices that we believe are attractive.  We may also, from time to time, engage in exchange transactions (including debt for equity and debt for debt transactions) for all or part of our notes.  Such transactions, if any, will depend on market conditions, our liquidity requirements, contractual restrictions and other factors.

Joint Venture Loans.  As described more particularly under the heading "Off-Balance Sheet Arrangements", our land development and homebuilding joint ventures have historically obtained secured acquisition, development and/or construction financing.  This financing is designed to reduce the use of funds from our corporate financing sources.  As of September 30, 2016, only two joint ventures had project specific debt outstanding, which totaled $30.7 million.  This joint venture bank debt was non-recourse to us.  At September 30, 2016, we had no joint venture surety bonds outstanding subject to indemnity arrangements by us.

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Secured Project Debt and Other Notes Payable.  At September 30, 2016, we had $40.9 million outstanding in secured project debt and other notes payable.  Our secured project debt and other notes payable consist of seller non-recourse financing and community development district and similar assessment district bond financings used to finance land acquisition, development and infrastructure costs for which we are responsible. 

Mortgage Credit Facility.  At September 30, 2016, we had $161.9 million outstanding under our mortgage financing subsidiary's mortgage credit facility.  This mortgage credit facility consisted of a $300 million uncommitted repurchase facility with one lender, maturing in January 2017. This facility requires our mortgage financing subsidiary to maintain cash collateral accounts, which totaled $3.5 million as of September 30, 2016, and also contains financial covenants which require CalAtlantic Mortgage to, among other things, maintain a minimum level of tangible net worth, not to exceed a debt to tangible net worth ratio, maintain a minimum liquidity amount based on a measure of total assets (inclusive of the cash collateral requirement), and satisfy pretax income (loss) requirements.  As of September 30, 2016, CalAtlantic Mortgage was in compliance with the financial and other covenants contained in this facility.

Surety Bonds.  Surety bonds serve as a source of liquidity for the Company because they are used in lieu of cash deposits and letters of credit that would otherwise be required by governmental entities and other third parties to ensure our completion of the infrastructure of our communities and other performance obligations.  At September 30, 2016, we had approximately $841.3 million in surety bonds outstanding (exclusive of surety bonds related to our joint ventures), with respect to which we had an estimated $390.2 million remaining in cost to complete.

Availability of Additional Liquidity.  Over the last several years we have focused on acquiring and developing strategically located and appropriately priced land and on designing and building highly desirable, amenity-rich communities and homes that appeal to the home buying segments we target.  In the near term, so long as we are able to continue to find appropriately priced land opportunities, we plan to continue with this strategy.  To that end, we may utilize cash generated from our operating activities, our $750 million revolving credit facility (including through the exercise of the accordion feature which would allow the facility be increased up to $1.2 billion, subject to the availability of additional capital commitments and certain other conditions) and the debt and equity capital markets to finance these activities.

It is important to note, however, that the availability of additional capital, whether from private capital sources (including banks) or the public capital markets, fluctuates as market conditions change.  There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we would not be able to access capital from these sources.  A weakening of our financial condition, including in particular, a material increase in our leverage or a decrease in our profitability or cash flows, could adversely affect our ability to obtain necessary funds, result in a credit rating downgrade or change in outlook, or otherwise increase our cost of borrowing.

Dividends.  For the three months ended September 30, 2016, we paid a dividend of $0.04 per share on September 30, 2016.  We did not pay dividends during the three months ended September 30, 2015.  On October 27, 2016 our Board of Directors declared a dividend of $0.04 per share to be paid on December 30, 2016 to holders of record on December 15, 2016.

Stock Repurchases.  On July 27, 2016, our Board of Directors authorized a new $500 million stock repurchase plan that replaces in its entirety its previous $200 million authorization.  During the nine months ended September 30, 2016, we repurchased 4.3 million shares of our common stock in open market transactions, and as of September 30, 2016, we had remaining authorization to repurchase $462.4 million of our common stock.

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Leverage.  Our homebuilding debt to total book capitalization as of September 30, 2016 was 46.4%.  In addition, our homebuilding debt to adjusted homebuilding EBITDA for the trailing twelve month periods ended September 30, 2016 and 2015 was 3.7x and 4.7x, respectively, and our adjusted net homebuilding debt to adjusted homebuilding EBITDA was 3.4x and 4.5x, respectively (please see page 30 for the reconciliation of net income, calculated and presented in accordance with GAAP, to adjusted homebuilding EBITDA).  We believe that these adjusted ratios are useful to investors as additional measures of our ability to service debt.

Off-Balance Sheet Arrangements

Land Purchase and Option Agreements

We are subject to customary obligations associated with entering into contracts for the purchase of land and improved homesites. These purchase contracts typically require us to provide a cash deposit or deliver a letter of credit in favor of the seller, and our purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements.  We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the near-term use of funds from our corporate financing sources.  Option contracts generally require us to provide a non-refundable deposit for the right to acquire lots over a specified period of time at predetermined prices.  We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit or by repaying amounts drawn under our letter of credit with no further financial responsibility to the land seller, although in certain instances, the land seller has the right to compel us to purchase a specified number of lots at predetermined prices.

In some instances, we may also expend funds for due diligence, development and construction activities with respect to our land purchase and option contracts prior to purchase, which we would have to write off should we not purchase the land.  At September 30, 2016, we had non-refundable cash deposits outstanding of approximately $67.8 million and capitalized pre-acquisition and other development and construction costs of approximately $11.8 million relating to land purchase and option contracts having a total remaining purchase price of approximately $790.6 million.

Our utilization of option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries, general housing market conditions, and geographic preferences.  Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

Land Development and Homebuilding Joint Ventures

Historically, we have entered into land development and homebuilding joint ventures from time to time as a means of:

·   accessing larger or highly desirable lot positions ·   establishing strategic alliances ·   leveraging our capital base ·   expanding our market opportunities ·   managing the financial and market risk associated with land holdings

These joint ventures have historically obtained secured acquisition, development and/or construction financing designed to reduce the use of funds from our corporate financing sources.  As of September 30, 2016, we held ownership interests in 27 homebuilding and land development joint ventures, of which 13 were active and 14 were inactive or winding down.  As of such date, only two joint ventures had project specific debt outstanding, which totaled $30.7 million.  This joint venture debt is non-recourse to us and is scheduled to mature in June 2017.  At September 30, 2016, we had no joint venture surety bonds outstanding subject to indemnity arrangements by us.

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Critical Accounting Policies

The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates and judgments, including those that impact our most critical accounting policies.  We base our estimates and judgments on historical experience and various other assumptions that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.  We believe that the accounting policies related to the following accounts or activities are those that are most critical to the portrayal of our financial condition and results of operations and require the more significant judgments and estimates:

· Segment reporting;

· Inventories and impairments;

· Stock-based compensation;

· Homebuilding revenue and cost of sales;

· Variable interest entities;

· Unconsolidated homebuilding and land development joint ventures;

· Warranty accruals;

· Insurance and litigation accruals;

· Income taxes; and

· Goodwill.

There have been no significant changes to our critical accounting policies from those described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks related to fluctuations in interest rates on our rate-locked loan commitments, mortgage loans held for sale and outstanding variable rate debt.  Other than forward sales commitments in connection with preselling loans to third party investors and forward sale commitments of mortgage-backed securities entered into by our financial services subsidiary for the purpose of hedging interest rate risk as described below, we did not utilize swaps, forward or option contracts on interest rates or commodities, or other types of derivative financial instruments as of or during the nine months ended September 30, 2016.  We have not entered into and currently do not hold derivatives for trading or speculative purposes.

As part of our ongoing operations, we provide mortgage loans to our homebuyers through our mortgage financing subsidiary, CalAtlantic Mortgage.  For a portion of its loan originations, CalAtlantic Mortgage manages the interest rate risk associated with making loan commitments to our customers and holding loans for sale by preselling loans.  Preselling loans consists of obtaining commitments (subject to certain conditions) from third party investors to purchase the mortgage loans while concurrently extending interest rate locks to loan applicants. Before completing the sale to these investors, CalAtlantic Mortgage finances these loans under its mortgage credit facilities for a short period of time (typically for 30 to 45 days), while the investors complete their administrative review of the applicable loan documents. While preselling these loans reduces risk, we remain subject to risk relating to investor non-performance, particularly during periods of significant market turmoil.  As of September 30, 2016, CalAtlantic Mortgage had approximately $168.6 million in closed mortgage loans held for sale and $28.1 million of mortgage loans that we were committed to sell to investors subject to our funding of the loans and the investors' completion of their administrative review of the applicable loan documents.

-43-

CalAtlantic Mortgage also originates a portion of its mortgage loans on a non-presold basis.  When originating mortgage loans on a non-presold basis, CalAtlantic Mortgage locks interest rates with its customers and funds loans prior to obtaining purchase commitments from third party investors, thereby creating interest rate risk.  To hedge this interest rate risk, CalAtlantic Mortgage enters into forward sale commitments of mortgage-backed securities.  Loans originated in this manner are typically held by CalAtlantic Mortgage and financed under its mortgage credit facilities for a short period of time (typically for 30 to 45 days) before the loans are sold to third party investors.  CalAtlantic Mortgage utilizes third party hedging software to assist with the execution of its hedging strategy for loans originated on a non-presold basis.  While this hedging strategy is designed to assist CalAtlantic Mortgage in mitigating risk associated with originating loans on a non-presold basis, these instruments involve elements of market risk related to fluctuations in interest rates that could result in losses on loans originated in this manner.  As of September 30, 2016, CalAtlantic Mortgage had approximately $238.5 million of mortgage loans in process that were or are expected to be originated on a non-presold basis, all of which were hedged by forward sale commitments of mortgage-backed securities prior to entering into loan sale transactions with third party investors.

ITEM 4.           CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), including controls and procedures to timely alert management to material information relating to CalAtlantic Group, Inc. and its subsidiaries required to be included in our periodic SEC filings.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

Change in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  In addition, other statements we may make from time to time, such as press releases, oral statements made by Company officials and other reports we file with the Securities and Exchange Commission, may also contain such forward-looking statements.  These statements, which represent our expectations or beliefs regarding future events, may include, but are not limited to, statements regarding:

· our strategy;

· housing market and economic conditions and trends in the geographic markets in which we operate;

· our land acquisition strategy and our sources of funds relating thereto;

· litigation outcomes and related costs;

· plans to purchase notes prior to maturity and engage in debt exchange transactions;

· the impact of recent accounting pronouncements;

· amounts remaining to complete relating to existing surety bonds; and

· our interest rate hedging and derivatives strategy.

-44-

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 our 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, the following:

· adverse economic developments that negatively impact the demand for homes;

· the market value and availability of land;

· the willingness of customers to purchase homes at times when mortgage-financing costs are high or when credit is difficult to obtain;

· competition with other homebuilders as well as competition from the sellers of existing homes and rental properties;

· the cost and availability of labor and materials;

· our ability to obtain suitable bonding for development of our communities;

· high cancellation rates;

· the risk of our longer term acquisition strategy;

· adverse weather conditions and natural disasters;

· litigation and warranty claims;

· the inherent danger of our building sites;

· our reliance on subcontractors and their ability to construct our homes;

· risks relating to our mortgage financing activities, including our obligation to repurchase loans we previously sold in the secondary market;

· our dependence on key employees;

· risks relating to acquisitions, including integration risks;

· our failure to maintain the security of our electronic and other confidential information;

· the adverse effects of negative media publicity;

· government regulation, including environmental, building, climate change, worker health, safety, mortgage lending, title insurance, zoning and land use regulation;

· increased regulation of the mortgage industry;

· changes to tax laws that make homeownership more expensive;

· the impact of "slow growth", "no growth" and similar initiatives;

· our ability to obtain additional capital when needed and at an acceptable cost;

· the impact of restrictive covenants in our credit agreements, public notes and private term loans and our ability to comply with these covenants, including our ability to incur additional indebtedness;

· the amount of, and our ability to repay, renew or extend, our outstanding debt and its impact on our operations and our ability to obtain financing;

· our ability to generate cash, including to service our debt;

· risks relating to our unconsolidated joint ventures, including our ability and the ability of our partners to contribute funds to our joint ventures when needed or contractually agreed to, entitlement and development risks for the land owned by our joint ventures, the availability of financing to the joint ventures, our completion obligations to the joint venture, the illiquidity of our joint venture investments, partner disputes, and risks relating to our determinations concerning the consolidation or non-consolidation of our joint venture investments;

· integration risk relating to Ryland, including the difficulty of the process, loss of key personnel, that we may incur additional costs, that our future results will suffer if we do not effectively manage our expanded operations, and that our rebranding initiative may not be successful;

· the influence of our principal stockholder;

· the provisions of our charter, bylaws, stockholders' rights agreements and debt covenants that could prevent a third party from acquiring us or limit the price investors might be willing to pay for shares of our common stock; and

· other risks discussed in this report and our other filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2015.

Except as required by law, we assume no, and hereby disclaim any, obligation to update any of the foregoing or any other forward-looking statements.  We nonetheless reserve the right to make such updates

-45-

from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this report.  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.

PART II.  OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Various claims and actions that we consider normal to our business have been asserted and are pending against us.  We do not believe that any of such claims and actions are material to our financial statements.

ITEM 1A.RISK FACTORS

There has been no material change in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.  For a detailed description of risk factors, refer to Item 1A, "Risk Factors", of our Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2016, we repurchased the following shares under our repurchase program:

			Total Number	Approximate
			of Shares	Dollar Value
			Purchased as	of Shares that
			Part of	May Yet be
		Average	Publicly	Purchased
	Total Number	Price	Announced	Under the
	of Shares	Paid per	Plans or	Plans or
Period	Purchased (1)	Share	Programs (1)	Programs (1)
July 1, 2016 to July 31, 2016	―	―	―	$500,000,000
August 1, 2016 to August 31, 2016	―	―	―	$500,000,000
September 1, 2016 to September 30, 2016	1,102,500	$34.12	1,102,500	$462,387,155
Total	1,102,500	$34.12	1,102,500

__________________

(1) On July 27, 2016, our Board of Directors authorized a new $500 million common stock repurchase plan. The stock repurchase plan has no stated expiration date and replaces in its entirety the $200 million authorized by our Board of Directors on February 11, 2016.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

Not applicable.

-46-

ITEM 6.EXHIBITS

4.1 Twenty-Seventh Supplemental Indenture, dated as of May 31, 2016, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.

31.1 Certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from CalAtlantic Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements.

-47-

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 thereunto duly authorized.

                     CALATLANTIC GROUP, INC.

                 (Registrant)

Dated:  October 28, 2016	By:	/s/ Larry T. Nicholson
		Larry T. Nicholson President and Chief Executive Officer (Principal Executive Officer)
Dated:  October 28, 2016	By:	/s/ Jeff J. McCall
		Jeff J. McCall Executive Vice President and Chief Financial Officer (Principal Financial Officer)

-48-

EX-31.1

Exhibit 31.1

Certification:

I, Larry T. Nicholson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CalAtlantic Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2016

/s/ Larry T. Nicholson

Larry T. Nicholson

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification:

I, Jeff J. McCall, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CalAtlantic Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2016

/s/ Jeff J. McCall

Jeff J. McCall

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his capacity as an officer of CalAtlantic Group, Inc., a Delaware corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

•     the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

•     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 28, 2016

/s/ Larry T. Nicholson

Larry T. Nicholson

President and Chief Executive Officer

/s/ Jeff J. McCall

Jeff J. McCall

Executive Vice President and Chief Financial Officer

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 27, 2016
Document Information [Line Items]
Entity Registrant Name	CalAtlantic Group, Inc.
Entity Central Index Key	0000878560
Trading Symbol	caa
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	Yes
Entity Common Stock, Shares Outstanding (in shares)		116,036,411
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Homebuilding:
Home sale revenues	$ 1,665,030	$ 626,008	$ 4,402,896	$ 1,789,065
Land sale revenues	5,928	26,182	32,107	33,035
Total revenues	1,670,958	652,190	4,435,003	1,822,100
Cost of home sales	(1,290,628)	(467,358)	(3,440,549)	(1,346,108)
Cost of land sales	(5,638)	(25,076)	(31,217)	(30,190)
Total cost of sales	(1,296,266)	(492,434)	(3,471,766)	(1,376,298)
Gross margin	374,692	159,756	963,237	445,802
Selling, general and administrative expenses	(170,815)	(73,260)	(473,210)	(219,240)
Income (loss) from unconsolidated joint ventures	1,231	121	2,643	(381)
Other income (expense)	(4,169)	(11,170)	(11,992)	(16,742)
Homebuilding pretax income	200,939	75,447	480,678	209,439
Financial Services:
Revenues	21,433	7,011	59,524	19,815
Expenses	(11,626)	(4,164)	(34,635)	(12,942)
Financial services pretax income	9,807	2,847	24,889	6,873
Income before taxes	210,746	78,294	505,567	216,312
Provision for income taxes	(78,398)	(31,117)	(187,798)	(80,332)
Net income	132,348	47,177	317,769	135,980
Less: Net income allocated to preferred shareholder		(11,342)		(32,818)
Less: Net income allocated to unvested restricted stock	(294)	(93)	(635)	(274)
Net income available to common stockholders	$ 132,054	$ 35,742	$ 317,134	$ 102,888
Income Per Common Share:
Basic (in dollars per share)	$ 1.12	$ 0.65	$ 2.66	$ 1.87
Diluted (in dollars per share)	$ 0.97	$ 0.59	$ 2.34	$ 1.71
Weighted Average Common Shares Outstanding:
Basic (in shares)	118,338,891	55,345,443	119,188,145	55,059,683
Diluted (in shares)	136,077,415	62,292,524	136,888,927	62,152,754
Weighted average additional common shares outstanding if preferred shares converted to common shares (in shares)		17,562,557		17,562,557
Total weighted average diluted common shares outstanding if preferred shares converted to common shares (in shares)	136,077,415	79,855,081	136,888,927	79,715,311
Cash Dividends Declared Per Common Share (in dollars per share)	$ 0.04		$ 0.12

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net income	$ 132,348	$ 47,177	$ 317,769	$ 135,980
Other comprehensive income, net of tax:
Unrealized gain on marketable securities, available for sale			39
Total comprehensive income	$ 132,348	$ 47,177	$ 317,808	$ 135,980

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands		Sep. 30, 2016	Dec. 31, 2015
Homebuilding [Member]
Cash and equivalents		$ 184,033	$ 151,076
Restricted cash		29,796	35,990
Inventories:
Owned		6,533,047	6,069,959
Not owned		75,484	83,246
Investments in unconsolidated joint ventures		139,373	132,763
Deferred income taxes, net of valuation allowance of $1,441 and $1,156 at September 30, 2016 and December 31, 2015, respectively		323,955	396,194
Goodwill		970,185	933,360
Other assets		109,348	118,768
Total assets		8,365,221	7,921,356
Cash and equivalents		184,033	151,076
Restricted cash		29,796	35,990
LIABILITIES AND EQUITY
Accounts payable		204,803	191,681
Accrued liabilities		533,794	478,793
Revolving credit facility		146,000
Secured project debt and other notes payable		40,930	25,683
Senior notes payable		3,393,799	3,462,016
Total liabilities		4,319,326	4,158,173
Financial Services [Member]
Cash and equivalents		30,241	35,518
Restricted cash		21,799	22,914
Inventories:
Other assets		19,488	17,243
Total assets		267,240	424,149
Cash and equivalents		30,241	35,518
Restricted cash		21,799	22,914
Mortgage loans held for sale, net		171,262	325,770
Mortgage loans held for investment, net		24,450	22,704
LIABILITIES AND EQUITY
Total liabilities		178,700	325,896
Accounts payable and other liabilities		16,802	22,474
Mortgage credit facilities		161,898	303,422
Cash and equivalents		214,274	186,594
Owned		6,533,047	6,069,959
Investments in unconsolidated joint ventures	[1]	139,373	132,763
Total assets		8,632,461	8,345,505
Cash and equivalents		214,274	186,594
Total liabilities		4,498,026	4,484,069
Stockholders' Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding at September 30, 2016 and December 31, 2015
Common stock, $0.01 par value; 600,000,000 shares authorized; 117,348,095 and 121,286,153 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively		1,173	1,213
Additional paid-in capital		3,293,823	3,324,328
Accumulated earnings		839,395	535,890
Accumulated other comprehensive income, net of tax		44	5
Total Equity		4,134,435	3,861,436
Total Liabilities and Equity		$ 8,632,461	$ 8,345,505

[1] As of September 30, 2016, our investments in unconsolidated joint ventures consisted of $127.6 million, $5.9 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively. As of December 31, 2015, our investments in unconsolidated joint ventures consisted of $121.3 million, $5.6 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively.

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Homebuilding [Member]
Deferred income taxes, valuation allowance	$ 1,441	$ 1,156
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	117,348,095	121,286,153
Common stock, shares outstanding (in shares)	117,348,095	121,286,153

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows From Operating Activities:
Net income	$ 317,769	$ 135,980
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Income) loss from unconsolidated joint ventures	(2,643)	381
Depreciation, Depletion and Amortization	43,193	22,369
Amortization of stock-based compensation	11,216	8,620
Excess tax benefits from share-based payment arrangements		(8,573)
Deferred income tax provision	8,118	52,132
Other operating activities	100	633
Changes in cash and equivalents due to:
Mortgage loans held for sale	154,622	88,360
Inventories - owned	(366,095)	(521,646)
Inventories - not owned	(29,192)	(21,612)
Other assets	7,665	8,862
Accounts payable	13,122	37,669
Accrued liabilities	9,787	(19,005)
Net cash provided by (used in) operating activities	167,662	(215,830)
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures	(27,000)	(83,288)
Distributions of capital from unconsolidated homebuilding joint ventures	23,727	10,289
Other investing activities	(5,389)	(11,716)
Net cash provided by (used in) investing activities	(8,662)	(84,715)
Cash Flows From Financing Activities:
Change in restricted cash	7,309	1,047
Borrowings from revolving credit facility	1,008,000	491,400
Principal payments on revolving credit facility	(862,000)	(222,700)
Principal payments on secured project debt and other notes payable	(10,389)	(569)
Principal payments on senior notes payable	(280,000)	(29,789)
Proceeds from the issuance of senior notes payable	300,000
Payment of debt issuance costs	(2,657)
Net proceeds from (payments on) mortgage credit facilities	(141,524)	(10,554)
Repurchases of common stock	(137,464)	(22,073)
Common stock dividend payments	(14,264)
Issuance of common stock under employee stock plans, net of tax withholdings	1,868	(461)
Excess tax benefits from share-based payment arrangements		8,573
Other financing activities	(199)
Net cash provided by (used in) financing activities	(131,320)	214,874
Net increase (decrease) in cash and equivalents	27,680	(85,671)
Cash and equivalents at beginning of period	186,594	212,393
Cash and equivalents at end of period	214,274	126,722
Cash and Cash Equivalents, at Carrying Value	$ 186,594	$ 212,393

XML

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Basis of Accounting [Text Block]

1. Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of CalAtlantic Group, Inc. and its wholly owned subsidiaries and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for Form 10-Q. Certain information normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") has also been omitted pursuant to applicable rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements included herein reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2016 and the results of operations and cash flows for the periods presented.

The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015. Unless the context otherwise requires, the terms "we," "us," "our" and "the Company" refer to CalAtlantic Group, Inc. and its subsidiaries. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

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Note 2 - Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Recent Accounting Pronouncements [Text Block]

2. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09,

Revenue from Contracts with Customers

("ASU 2014-09"), which supersedes existing accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued ASU No. 2015-14,

Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date

, which delayed the effective date of ASU 2014-09 by one year. As a result, for public companies, ASU 2014-09 will be effective for annual reporting periods and interim periods within those annual periods beginning after December 15, 2017, and is to be applied either with a full retrospective or modified retrospective approach, with early application permitted. We are currently evaluating the impact the adoption will have on our condensed consolidated financial statements and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12,

Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period

("ASU 2014-12"), which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC 718,

Compensation — Stock Compensation

, as it relates to awards with performance conditions that affect vesting to account for such awards. Our adoption of ASU 2014-12 on January 1, 2016 did not have an effect on our financial statements.

In August 2014, the FASB issued ASU No. 2014-15,

Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern

("ASU 2014-15"), which requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Our adoption of ASU 2014-15 is not expected to have a material effect on our financial statements and related disclosures.

In February 2015, the FASB issued ASU No. 2015-02,

Amendments to the Consolidation Analysis

("ASU 2015-02"), which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Our adoption of ASU 2015-02 on January 1, 2016 did not have a material effect on our financial statements and related disclosures.

In September 2015, the FASB issued ASU No. 2015-16,

Simplifying the Accounting for Measurement-Period Adjustments

("ASU 2015-16"), which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. Our adoption of ASU 2015-16 on January 1, 2016 did not have a material effect on our financial statements.

In January 2016, the FASB issued ASU 2016-01,

Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities

("ASU 2016-01"), which modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC Topic 820,

Fair Value Measurements

, and as such these investments may be measured at cost. ASU 2016-01 is effective for annual periods

and interim periods within those annual periods

beginning after December 15, 2017. We are currently evaluating the impact adoption will have on our financial statements.

In March 2016, the FASB issued ASU 2016-02, 

Leases

 ("ASU 2016-02"), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight line basis over the term of the lease. Accounting for lessors remains largely unchanged from current GAAP. ASU 2016-02 is effective for annual periods

and interim periods within those annual periods

beginning after December 15, 2018. We are currently evaluating the impact adoption will have on our financial statements.

In March 2016, the FASB issued ASU 2016-07, 

Investments- Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting

 ("ASU 2016-07"), which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. ASU 2016-07 is effective for annual periods

and interim periods within those annual periods

beginning after December 15, 2016. Our adoption of ASU 2016-07 is not expected to have a material effect on our financial statements.

In March 2016, the FASB issued ASU 2016-08,

Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)

("ASU 2016-08"). ASU 2016-08 does not change the core principle of the guidance stated in ASU 2014-09, instead, the amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations and whether an entity reports revenue on a gross or net basis. ASU 2016-08 will have the same effective date and transition requirements as the new revenue standard issued in ASU 2014-09. We are currently evaluating the impact the adoption of this ASU and ASU 2014-09 will have on

our financial statements and related disclosures

.

In March 2016, the FASB issued ASU No. 2016-09,

Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting

("ASU 2016-09"), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods

and interim periods within those annual periods

beginning after December 15, 2016. We are currently evaluating the impact adoption will have on our financial statements.

In August 2016, the FASB issued ASU No. 2016-15,

Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments

("ASU 2016-15"). ASU 2016-15 provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual periods

and interim periods within those annual periods

beginning after December 15, 2017, and early adoption is permitted. We are currently evaluating the impact adoption will have on our financial statements.

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Note 3 - Business Acquisition

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Business Combination Disclosure [Text Block]

3. Business Acquisition

On October 1, 2015, pursuant to the terms and conditions of the Amended and Restated Agreement and Plan of Merger, dated as of June 14, 2015 (the "Merger Agreement"), between Standard Pacific Corp. ("Standard Pacific") and The Ryland Group, Inc. ("Ryland"), Ryland merged with and into Standard Pacific (the "Merger"), with Standard Pacific continuing as the surviving corporation.  At the same time Standard Pacific changed its name to CalAtlantic Group, Inc. The primary purpose for our merger with Ryland was to gain both geographic and product diversification and expand our reach and enhance our growth prospects across the homebuilding spectrum, from entry level to luxury. In addition, the merger was intended to create production, purchasing and other synergies intended to result in cost savings and efficiencies.

Based on an evaluation of the provisions of ASC Topic 805,

Business Combinations

("ASC 805"), Standard Pacific was determined to be the acquirer for accounting purposes. Under ASC 805, Standard Pacific is treated as having acquired Ryland in an all-stock transaction for an estimated total purchase price of approximately $2.0 billion. The total purchase price was allocated to Ryland's assets and liabilities based upon fair values as determined by the Company, as follows (in thousands):

Cash and cash equivalents	$	268,517
Inventories		2,404,765
Investments in unconsolidated joint ventures		13,821
Deferred income taxes		120,615
Homebuilding other assets		77,124
Financial services assets, excluding cash		144,889
Goodwill		970,185
Total assets		3,999,916
Accounts payable and accrued liabilities		(495,425	)
Secured project debt and other notes payables		(22,213	)
Senior notes payable		(1,291,541	)
Financial services liabilities		(124,619	)
Additional paid-in capital		(93,834	)
Total purchase price	$	1,972,284

During the 2016 first quarter the Company completed a valuation of the 1.625% convertible senior notes assumed in the merger with Ryland and determined that the value associated with the conversion feature was $93.8 million, which is included in additional paid-in capital in the accompanying condensed consolidated balance sheet as of September 30, 2016. In connection with the valuation of the conversion feature, the related deferred tax asset was reduced by approximately $35.9 million, with a corresponding increase in goodwill. The $970.2 million of goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and it is not deductible for income tax purposes. As of the merger date, goodwill primarily consisted of the following: (i) expected production, purchasing and other synergies resulting from the merger, (ii) savings in corporate and divisional overhead costs, (iii) the benefit of the combination of the best components of the operating practices of both legacy companies, (iv) the benefit of the combination of the best employees of each legacy company, (v) expected expanded opportunities for growth through greater geographic and customer segment diversity.

The following presents summarized unaudited supplemental pro forma operating results as if Ryland had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2015.

	Three Months Ended September 30, 2015		Nine Months Ended September 30, 2015
	(Dollars in thousands)
Home sale revenues	$	1,318,885	$	3,619,912
Pretax income	$	142,352	$	383,655

The supplemental pro forma operating results have been determined after adjusting the operating results of Ryland to reflect additional amortization that would have been recorded assuming the fair value adjustment to intangible assets had been applied beginning January 1, 2015. Certain other adjustments, including those related to conforming accounting policies and adjusting acquired inventory to fair value, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts.

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Note 4 - Segment Reporting

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

4. Segment Reporting

We operate two principal businesses: homebuilding and financial services.

Our homebuilding operations acquire and develop land and construct and sell single-family attached and detached homes. In connection with the merger with Ryland, the Company experienced key personnel changes and significant growth in its operations, and as a result, the Company began to develop processes and reporting packages to manage and assess the Company’s performance at a regional level. In light of the key personnel changes, growth in operations, and the focus on regional information provided to the Company’s chief operating decision maker, during 2016, we performed an assessment of our operating segments in accordance with ASC Topic 280,

Segment Reporting

("ASC 280"), and determined that each of our four homebuilding regions and financial services operations are our operating segments. Prior to this change, in accordance with the aggregation criteria defined in ASC 280, our homebuilding divisions were grouped into four reportable segments (which were our four homebuilding regions): North, consisting of our divisions in Georgia, Delaware, Illinois, Indiana, Maryland, Minnesota, New Jersey, Pennsylvania, Virginia and Washington D.C.; Southeast, consisting of our divisions in Florida and the Carolinas; Southwest, consisting of our divisions in Texas, Colorado and Nevada; and West, consisting of our divisions in California and Arizona. As such, current period segment information is presented consistent with prior periods.                     

Our mortgage financing operation provides mortgage financing to many of our homebuyers in substantially all of the markets in which we operate, and sells substantially all of the loans it originates in the secondary mortgage market. Our title services operation provides various title services for our homebuyers in most of our operating divisions. Our mortgage financing and title services operations are included in our financial services reportable segment, which is separately reported in our condensed consolidated financial statements under "Financial Services."

Corporate is a non-operating segment that develops and implements strategic initiatives and supports our operating segments by centralizing key administrative functions such as accounting, finance and treasury, information technology, insurance and risk management, litigation, marketing and human resources. Corporate also provides the necessary administrative functions to support us as a publicly traded company. All of the expenses incurred by Corporate are allocated to each of our four homebuilding regions based on their respective percentage of revenues.

Segment financial information relating to the Company’s homebuilding operations was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(Dollars in thousands)
Homebuilding revenues:
North	$	283,060	$	n/a	$	710,889	$	n/a
Southeast		400,720		211,759		1,065,038		556,330
Southwest		389,160		155,595		1,165,797		461,304
West		598,018		284,836		1,493,279		804,466
Total homebuilding revenues	$	1,670,958	$	652,190	$	4,435,003	$	1,822,100
Homebuilding pretax income (1):
North	$	25,627	$	n/a	$	53,177	$	n/a
Southeast		31,303		19,379		84,125		44,909
Southwest		39,312		16,552		113,145		49,817
West		104,697		39,516		230,231		114,713
Total homebuilding pretax income	$	200,939	$	75,447	$	480,678	$	209,439

_________________________
	(1)	Homebuilding pretax income includes depreciation and amortization expense of $1.7 million, $ 4.2 million, $ 2.8 million and $7.1 million , respectively, in the North, Southeast, Southwest and West for the quarter ended September 30, 2016 and $4.5 million, $11.2 million, $8.6 million and $18.9 million, respectively, in the North, Southeast, Southwest and West for the nine months ended September 30, 2016.

Segment financial information relating to the Company’s homebuilding assets was as follows:

	September 30,
	2016
	(Dollars in thousands)
Homebuilding assets:
North	$	1,158,975
Southeast		2,189,173
Southwest		1,874,226
West		2,613,248
Corporate (1)		529,599
Total homebuilding assets	$	8,365,221

_________________________
	(1)	The assets in our Corporate Segment include cash and cash equivalents and our deferred tax asset, and at December 31, 2015 included $0.9 billion of goodwill recorded in connection with our merger with Ryland. During the 2016 second quarter, recorded goodwill was allocated to the Company’s reporting units (as of September 30, 2016, approximately $0.3 billion was included in each of the North, Southeast and Southwest segments, and approximately $0.1 billion was included in the West segment).

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Note 5 - Earnings Per Common Share

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Earnings Per Share [Text Block]

5. Earnings Per Common Share

We compute earnings per share in accordance with ASC Topic 260,

Earnings per Share

("ASC 260"), which requires earnings per share for each class of stock (common stock and participating preferred stock) to be calculated using the two-class method. The two-class method is an allocation of earnings between the holders of common stock and a company's participating security holders. Under the two-class method, earnings for the reporting period are allocated between common shareholders and other security holders based on their respective participation rights in undistributed earnings. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share pursuant to the two-class method.

Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. Our Series B junior participating convertible preferred stock ("Series B Preferred Stock"), which was convertible into shares of our common stock at the holder’s option, and our unvested restricted stock, are classified as participating securities in accordance with ASC 260. Net income allocated to the holders of our Series B Preferred Stock and unvested restricted stock is calculated based on the shareholders’ proportionate share of weighted average shares of common stock outstanding on an if-converted basis.

For purposes of determining diluted earnings per common share, basic earnings per common share is further adjusted to include the effect of potential dilutive common shares outstanding, including stock options, stock appreciation rights, performance share awards and unvested restricted stock using the more dilutive of either the two-class method or the treasury stock method, and Series B Preferred Stock and convertible debt using the if-converted method. Under the two-class method of calculating diluted earnings per share, net income is reallocated to common stock, the Series B Preferred stock and all dilutive securities based on the contractual participating rights of the security to share in the current earnings as if all of the earnings for the period had been distributed. In the computation of diluted earnings per share, the two-class method and if-converted method for the Series B Preferred Stock resulted in the same earnings per share amounts as the holder of the Series B Preferred Stock had the same economic rights as the holders of the common stock.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Dollars in thousands, except per share amounts)
Numerator:
Net income	$	132,348		$	47,177		$	317,769		$	135,980
Less: Net income allocated to preferred shareholder		―			(11,342	)		―			(32,818	)
Less: Net income allocated to unvested restricted stock		(294	)		(93	)		(635	)		(274	)
Net income available to common stockholders for basic earnings per common share		132,054			35,742			317,134			102,888
Effect of dilutive securities:
Net income allocated to preferred shareholder		―			11,342			―			32,818
Interest on 1.625% convertible senior notes due 2018		91			―			1,088			―
Interest on 0.25% convertible senior notes due 2019		82			―			984			―
Interest on 1.25% convertible senior notes due 2032		62			41			744			490
Net income available to common and preferred stock for diluted earnings per share	$	132,289		$	47,125		$	319,950		$	136,196
Denominator:
Weighted average basic common shares outstanding		118,338,891			55,345,443			119,188,145			55,059,683
Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive)		―			17,562,557			―			17,562,557
Total weighted average common shares outstanding if preferred shares converted to common shares		118,338,891			72,908,000			119,188,145			72,622,240
Effect of dilutive securities:
Share-based awards		643,602			684,511			605,860			830,501
1.625% convertible senior notes due 2018		7,165,845			―			7,165,845			―
0.25% convertible senior notes due 2019		3,638,080			―			3,638,080			―
1.25% convertible senior notes due 2032		6,290,997			6,262,570			6,290,997			6,262,570
Weighted average diluted shares outstanding		136,077,415			79,855,081			136,888,927			79,715,311
Income per common share:
Basic	$	1.12		$	0.65		$	2.66		$	1.87
Diluted	$	0.97		$	0.59		$	2.34		$	1.71

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Note 6 - Stock-based Compensation

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

6. Stock-Based Compensation

We account for share-based awards in accordance with ASC 718 which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions with employees except for equity instruments held by employee share ownership plans.

Total compensation expense recognized related to stock-based compensation was $3.7 million and $3.5 million for the three months ended September 30, 2016 and 2015, respectively. For the nine months ended September 30, 2016 and 2015, we recognized stock-based compensation expense of $11.2 million and $8.6 million, respectively. As of September 30, 2016, total unrecognized stock-based compensation expense was $23.7 million, with a weighted average period over which the remaining unrecognized compensation expense is expected to be recorded of approximately 2.0 years.

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Note 7 - Cash and Equivalents and Restricted Cash

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Restricted Cash and Cash Equivalents [Text Block]

7. Cash and Equivalents and Restricted Cash

Cash and equivalents include cash on hand, demand deposits and all highly liquid short-term investments, including interest-bearing securities purchased with a maturity of three months or less from the date of purchase. At September 30, 2016, cash and equivalents included $116.5 million of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit.

At September 30, 2016, homebuilding restricted cash represented $29.8 million of cash held in cash collateral accounts primarily related to certain letters of credit that have been issued. Financial services restricted cash as of September 30, 2016 consisted of $17.7 million held in cash collateral accounts primarily related to certain letters of credit that have been issued, $3.5 million related to our financial services subsidiary mortgage credit facilities and $0.6 million related to funds held in trust for third parties.

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Note 8 - Marketable Securities, Available-for-sale

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Cash, Cash Equivalents, and Marketable Securities [Text Block]

8. Marketable Securities, Available-for-sale

The Company’s investment portfolio includes mainly municipal debt securities and metropolitan district bond securities, which are included in homebuilding other assets in the accompanying condensed consolidated balance sheets. As defined in ASC Topic 320,

Investments—Debt and Equity Securities

("ASC 320"), the Company considers its investment portfolio to be available-for-sale. Accordingly, these investments are recorded at their fair values. The cost of securities sold is based on an average-cost basis. Unrealized gains and losses on these investments are included in accumulated other comprehensive income, net of tax, within stockholders' equity. At September 30, 2016, accumulated other comprehensive income included unrealized gains of $392,000 on available-for-sale marketable securities, offset with reclassification adjustments, which represent net realized earnings associated with the Company’s investment portfolio, which included interest, dividends and net realized gains on sales of marketable securities, and totaled $348,000 for the nine months ended September 30, 2016. Realized gains or losses were included in homebuilding other income (expense) in the accompanying condensed consolidated statements of operations.

The Company periodically reviews its available-for-sale securities for other-than-temporary declines in fair values that are below their cost bases, as well as whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. At September 30, 2016, the Company believes that the cost bases for its available-for-sale securities were recoverable in all material respects.

The primary objectives of the Company’s investment portfolio are safety of principal and liquidity. Investments are made with the purpose of achieving the highest rate of return consistent with these two objectives. The Company’s investment policy limits investments to debt securities rated investment grade or better, as well as to bank and money market instruments and to issues by the U.S. government, U.S. government agencies and municipal or other institutions primarily with investment-grade credit ratings. Our policy places restrictions on maturities, as well as on concentration by type and issuer.

The following table displays the fair values of marketable securities, available-for-sale, by type of security:

	September 30, 2016						December 31, 2015
	Amortized Cost		Gross Unrealized Gains		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Estimated Fair Value
	(Dollars in thousands)
Type of security:
Municipal bond and metropolitan district securities	$	18,438	$	44	$	18,482	$	19,439	$	5	$	19,444

The following table displays the fair values of marketable securities, available-for-sale, by contractual maturity:

	September 30, 2016
	(Dollars in thousands)
Contractual maturity:
Maturing in one year or less	$	―
Maturing after three years		18,482
Total marketable securities, available-for-sale	$	18,482

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Note 9 - Inventories

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Inventory Disclosure [Text Block]

9. Inventories

a. Inventories Owned

Inventories owned consisted of the following at: 

	September 30, 2016
	North		Southeast		Southwest		West		Total
	(Dollars in thousands)
Land and land under development (1)	$	441,119	$	1,121,369	$	631,520	$	1,258,888	$	3,452,896
Homes completed and under construction		341,535		651,531		713,662		874,834		2,581,562
Model homes		76,905		131,147		115,784		174,753		498,589
Total inventories owned	$	859,559	$	1,904,047	$	1,460,966	$	2,308,475	$	6,533,047

	December 31, 2015
	North		Southeast		Southwest		West		Total
	(Dollars in thousands)
Land and land under development (1)	$	370,584	$	1,169,350	$	687,792	$	1,318,563	$	3,546,289
Homes completed and under construction		266,967		464,668		599,183		708,779		2,039,597
Model homes		66,100		119,283		113,549		185,141		484,073
Total inventories owned	$	703,651	$	1,753,301	$	1,400,524	$	2,212,483	$	6,069,959

__________________________
	(1)	During the nine months ended September 30, 2016, we purchased $680.9 million of land (10,048 homesites), of which 25% (based on homesites) were located in the North, 25% in the Southeast, 25% in the Southwest, and 25% in the West. During the year ended December 31, 2015, we purchased $515.3 million of land (6,631 homesites) and acquired an additional 40,245 homesites as a result of the merger with Ryland. The homesites we purchased during 2015, other than through the merger, were located as follows: 12% (based on homesites) were located in the North, 39% in the Southeast, 18% in the Southwest, and 31% in the West.

In accordance with ASC Topic 360,

Property, Plant, and Equipment

("ASC 360"), we record impairment losses on inventories when events and circumstances indicate that they may be impaired, and the future undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. Inventories that are determined to be impaired are written down to their estimated fair value. We calculate the fair value of a community under a land residual value analysis and in certain cases in conjunction with a discounted cash flow analysis. As of September 30, 2016 and 2015, the total active and future communities that we owned were 879 and 380, respectively.  During the nine months ended September 30, 2016 and 2015, we reviewed all communities for indicators of impairment and based on our review we did not record any inventory impairments during these periods.

b. Inventories Not Owned

Inventories not owned as of September 30, 2016 and December 31, 2015 consisted of land purchase and lot option deposits outstanding at the end of each period, and purchase price allocated to lot option contracts assumed in connection with business acquisitions. Under ASC Topic 810,

Consolidation

("ASC 810"), a non-refundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. Our land purchase and lot option deposits generally represent our maximum exposure to the land seller if we elect not to purchase the optioned property. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown. Such costs are classified as inventories owned, which we would have to write-off should we not exercise the option. Therefore, whenever we enter into a land option or purchase contract with an entity and make a non-refundable deposit, a variable interest entity ("VIE") may have been created. In accordance with ASC 810, we perform ongoing reassessments of whether we are the primary beneficiary of a VIE.

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Note 10 - Capitalization of Interest

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Home Building Interest [Text Block]

10. Capitalization of Interest

We follow the practice of capitalizing interest to inventories owned during the period of development and to investments in unconsolidated homebuilding and land development joint ventures in accordance with ASC Topic 835,

Interest

("ASC 835"). Homebuilding interest capitalized as a cost of inventories owned is included in cost of sales as related units or lots are sold. Interest capitalized to investments in unconsolidated homebuilding and land development joint ventures is included as a reduction of income from unconsolidated joint ventures when the related homes or lots are sold to third parties. Interest capitalized to investments in unconsolidated land development joint ventures is transferred to inventories owned if the underlying lots are purchased by us. To the extent our debt exceeds our qualified assets as defined in ASC 835, we expense a portion of the interest incurred by us. Qualified assets represent communities that are actively selling or under development as well as investments in homebuilding and land development unconsolidated joint ventures. During the nine months ended September 30, 2016 and 2015, our qualified assets exceeded our debt, and as a result, all of our homebuilding interest incurred during the nine months ended September 30, 2016 and 2015 was capitalized in accordance with ASC 835.

The following is a summary of homebuilding interest capitalized to inventories owned and investments in unconsolidated joint ventures, amortized to cost of sales and income (loss) from unconsolidated joint ventures and expensed as interest expense, for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Dollars in thousands)
Total interest incurred (1)	$	56,872		$	42,304		$	175,207		$	125,964
Less: Interest capitalized to inventories owned (1)		(55,761	)		(41,611	)		(172,170	)		(124,520	)
Less: Interest capitalized to investments in unconsolidated joint ventures		(1,111	)		(693	)		(3,037	)		(1,444	)
Interest expense	$	―		$	―		$	―		$	―
Interest previously capitalized to inventories owned, included in cost of home sales	$	44,636		$	30,275		$	115,367		$	87,721
Interest previously capitalized to inventories owned, included in cost of land sales	$	115		$	3,048		$	1,596		$	4,803
Interest previously capitalized to investments in unconsolidated joint ventures, included in income (loss) from unconsolidated joint ventures	$	613		$	―		$	613		$	―
Interest capitalized in ending inventories owned (2)	$	362,807		$	307,603		$	362,807		$	307,603
Interest capitalized as a percentage of inventories owned		5.6	%		8.1	%		5.6	%		8.1	%
Interest capitalized in ending investments in unconsolidated joint ventures (2)	$	3,224		$	2,109		$	3,224		$	2,109
Interest capitalized as a percentage of investments in unconsolidated joint ventures		2.3	%		1.7	%		2.3	%		1.7	%

__________________________
	(1)	Total interest incurred and interest capitalized to inventories owned during the nine months ended September 30, 2016 includes a $9 million increase related to the valuation of the 1.625% convertible senior notes that was completed during the 2016 first quarter. Please see Note 3 for further discussion.

(2) During the three and nine months ended September 30, 2016, in connection with lot purchases from our joint ventures, $1.6 million and $2.1 million, respectively, of capitalized interest was transferred from investments in unconsolidated joint ventures to inventories owned.

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Note 11 - Investments in Unconsolidated Land Development and Homebuilding Joint Ventures

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]

11. Investments in Unconsolidated Land Development and Homebuilding Joint Ventures

The table set forth below summarizes the condensed combined statements of operations for our unconsolidated land development and homebuilding joint ventures that we account for under the equity method: 

	Nine Months Ended September 30,
	2016			2015
	(Dollars in thousands)
	(Unaudited)
Revenues	$	27,426		$	22,350
Cost of sales and expenses		(17,791	)		(25,444	)
Income (loss) of unconsolidated joint ventures	$	9,635		$	(3,094	)
Income (loss) from unconsolidated joint ventures reflected in the accompanying condensed consolidated statements of operations	$	2,643		$	(381	)

Income (loss) from unconsolidated joint ventures reflected in the accompanying condensed consolidated statements of operations represents our share of the income (loss) of our unconsolidated land development and homebuilding joint ventures, which is allocated based on the provisions of the underlying joint venture operating agreements less any additional impairments recorded against our investments in joint ventures which we do not deem recoverable. In addition, we defer recognition of our share of income that relates to lots purchased by us from land development joint ventures until we ultimately sell the homes to be constructed to third parties, at which time we account for these earnings as a reduction of the cost basis of the lots purchased from these joint ventures. For the nine months ended September 30, 2016, income (loss) from unconsolidated joint ventures included $0.8 million, $0.9 million, $0.4 million and $0.5 million of income from joint ventures within our West, Southwest, Southeast and North reportable segments, respectively. For the nine months ended September 30, 2015, income (loss) from unconsolidated joint ventures was primarily attributable to our share of income (loss) related to our West region joint ventures.

During each of the nine months ended September 30, 2016 and 2015, all of our investments in unconsolidated joint ventures were reviewed for impairment. Based on the impairment review, during the three and nine months ended September 30, 2016, we recorded a $1.0 million impairment charge related to one joint venture in the West. No joint venture communities were determined to be impaired for the nine months ended September 30, 2015.

The table set forth below summarizes the condensed combined balance sheets for our unconsolidated land development and homebuilding joint ventures that we accounted for under the equity method:

	September 30,		December 31,
	2016		2015
	(Dollars in thousands)
	(Unaudited)
Assets:
Cash	$	33,799	$	34,893
Inventories		600,056		510,502
Other assets		11,872		14,540
Total assets	$	645,727	$	559,935
Liabilities and Equity:
Accounts payable and accrued liabilities	$	37,176	$	26,571
Non-recourse debt		30,683		33,704
CalAtlantic equity		159,214		130,750
Other members' equity		418,654		368,910
Total liabilities and equity	$	645,727	$	559,935
Investments in unconsolidated joint ventures reflected in the accompanying condensed consolidated balance sheets (1)	$	139,373	$	132,763

__________________________
	(1)	As of September 30, 2016, our investments in unconsolidated joint ventures consisted of $127.6 million, $5.9 million , $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively.  As of December 31, 2015 , our investments in unconsolidated joint ventures consisted of $121 .3 million, $5.6 million , $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively.

In some cases our net investment in these unconsolidated joint ventures is not equal to our proportionate share of total equity reflected in the table above primarily because of differences between asset impairments that we recorded in prior periods against our joint venture investments and the impairments recorded by the applicable joint venture. As of September 30, 2016 and December 31, 2015, substantially all of our investments in unconsolidated joint ventures were in California. Our investments in unconsolidated joint ventures also included approximately $3.2 million and $2.9 million of homebuilding interest capitalized to investments in unconsolidated joint ventures as of September 30, 2016 and December 31, 2015, respectively, which capitalized interest is not included in the condensed combined balance sheets above.

Our investments in these unconsolidated joint ventures may represent a variable interest in a VIE depending on, among other things, the economic interests of the members of the entity and the contractual terms of the arrangement. We analyze all of our unconsolidated joint ventures under the provisions of ASC 810 to determine whether these entities are deemed to be VIEs, and if so, whether we are the primary beneficiary. As of September 30, 2016, all of our homebuilding and land development joint ventures with unrelated parties were determined under the provisions of ASC 810 to be unconsolidated joint ventures either because they were not deemed to be VIEs and we did not have a controlling interest, or, if they were a VIE, we were not deemed to be the primary beneficiary.

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Note 12 - Warranty Costs

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Product Warranty Disclosure [Text Block]

12. Warranty Costs

Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized. Amounts accrued are based upon historical experience. Indirect warranty overhead salaries and related costs are charged to cost of sales in the period incurred. We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts recorded if necessary. Our warranty accrual is included in accrued liabilities in the accompanying condensed consolidated balance sheets.

Changes in our warranty accrual are detailed in the table set forth below:

	Nine Months Ended September 30,
	2016			2015
	(Dollars in thousands)
Warranty accrual, beginning of the period	$	40,691		$	13,584
Warranty costs accrued during the period		16,903			7,403
Warranty costs paid during the period		(15,088	)		(7,119	)
Warranty accrual, end of the period	$	42,506		$	13,868

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Note 13 - Revolving Credit Facility and Letter of Credit Facilities

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Line of Credit Facility [Text Block]

13. Revolving Credit Facility and Letter of Credit Facilities

As of September 30, 2016, we were party to a $750 million unsecured revolving credit facility (the "Revolving Facility"), $350 million of which is available for letters of credit, which matures in October 2019. The Revolving Facility has an accordion feature under which the Company may increase the total commitment up to a maximum aggregate amount of $1.2 billion, subject to certain conditions, including the availability of additional bank commitments. Interest rates, as defined in the credit agreement, approximate (i) LIBOR (approximately 0.53% at September 30, 2016) plus 1.75%, or (ii) Prime (3.50% at September 30, 2016) plus 0.75%.

In addition to customary representations and warranties, the facility contains financial and other covenants, including a minimum tangible net worth requirement of $1.65 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), a net homebuilding leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 2.00 to 1.00 and a land covenant that limits land not under development to an amount not to exceed tangible net worth. The Company is also required to maintain either (a) a minimum liquidity level (unrestricted cash in excess of interest incurred for the previous four quarters) or (b) a minimum interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.25 to 1.00. We were in compliance with all of the Revolving Facility covenants as of September 30, 2016. The Revolving Facility also limits, among other things, the Company’s investments in joint ventures and the amount of the Company’s common stock that the Company can repurchase. On September 30, 2016, we had

$146.0 million

borrowings outstanding under the facility and had outstanding letters of credit issued under the facility totaling $112.9 million, leaving $491.1 million available under the facility to be drawn.

As of September 30, 2016, in addition to our $350 million letter of credit sublimit under our Revolving Facility, we were party to four committed letter of credit facilities totaling $48 million, of which $28.2 million was outstanding. These facilities require cash collateralization and have maturity dates ranging from January 2017 to October 2017. As of September 30, 2016, these facilities were secured by cash collateral deposits of $28.7 million. Upon maturity, we may renew or enter into new letter of credit facilities with the same or other financial institutions.

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Note 14 - Secured Project Debt and Other Notes Payable

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Debt Disclosure [Text Block]

14. Secured Project Debt and Other Notes Payable

Our secured project debt and other notes payable consist of seller non-recourse financing and community development district and similar assessment district bond financings used to finance land acquisition, development and infrastructure costs for which we are responsible. At September 30, 2016, we had approximately $40.9 million outstanding in secured project debt and other notes payable.

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Note 15 - Senior Notes Payable

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Long-term Debt [Text Block]

15. Senior Notes Payable

Senior notes payable consisted of the following at: 

	September 30, 2016		December 31, 2015
	(Dollars in thousands)
10.75% Senior Notes due September 2016	$	―	$	275,845
8.4% Senior Notes due May 2017		238,625		248,975
8.375% Senior Notes due May 2018		574,397		574,058
1.625% Convertible Senior Notes due May 2018		219,396		301,754
0.25% Convertible Senior notes due June 2019		252,357		248,098
6.625% Senior Notes due May 2020		321,402		325,882
8.375% Senior Notes due January 2021		394,970		394,152
6.25% Senior Notes due December 2021		297,504		297,148
5.375% Senior Notes due October 2022		249,197		249,096
5.875% Senior Notes due November 2024		296,886		296,598
5.25% Senior Notes due June 2026		297,428		―
1.25% Convertible Senior Notes due August 2032		251,637		250,410
	$	3,393,799	$	3,462,016

The carrying amount of our senior notes listed above are net of debt issuance costs and any discounts and premiums that are amortized to interest costs over the respective terms of the notes.

The Company's 1.625% Convertible Senior Notes due 2018 (the "1.625% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.625% Convertible Notes bear interest at a rate of 1.625% per year and will mature on May 15, 2018, unless earlier converted or repurchased. The holders may convert their 1.625% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 31.8482 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $31.40 per share), subject to adjustment. The Company may not redeem the 1.625% Convertible Notes prior to the stated maturity date.

The Company's 0.25% Convertible Senior Notes due 2019 (the "0.25% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 0.25% Convertible Notes bear interest at a rate of 0.25% per year and will mature on June 1, 2019, unless earlier converted, redeemed or repurchased. The holders may convert their 0.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 13.6003 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $73.53 per share), subject to adjustment. The Company may not redeem the 0.25% Convertible Notes prior to June 6, 2017. On or after that date, the Company may redeem for cash any or all of the 0.25% Convertible Notes, at its option, if the closing sale price of its common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within 5 trading days immediately preceding the date on which it provides notice of redemption, including the last trading day of such 30 day trading period, exceeds 130 percent of the applicable conversion price on each applicable trading day. The redemption price will equal 100 percent of the principal amount of the 0.25% Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company's 1.25% Convertible Senior Notes due 2032 (the "1.25% Convertible Notes") are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. The 1.25% Convertible Notes bear interest at a rate of 1.25% per year and will mature on August 1, 2032, unless earlier converted, redeemed or repurchased. The holders may convert their 1.25% Convertible Notes at any time into shares of the Company's common stock at a conversion rate of 24.8656 shares of common stock per $1,000 of their principal amount (which is equal to a conversion price of approximately $40.22 per share), subject to adjustment. The Company may not redeem the 1.25% Convertible Notes prior to August 5, 2017. On or after August 5, 2017 and prior to the maturity date, the Company may redeem for cash all or part of the 1.25% Convertible Notes at a redemption price equal to 100% of the principal amount of the 1.25% Convertible Notes being redeemed. On each of August 1, 2017, August 1, 2022 and August 1, 2027, holders of the 1.25% Convertible Notes may require the Company to purchase all or any portion of their 1.25% Convertible Notes for cash at a price equal to 100% of the principal amount of the 1.25% Convertible Notes to be repurchased.

Our senior notes payable are all senior obligations and rank equally with our other existing senior indebtedness and, with the exception of our Convertible Notes, are redeemable at our option, in whole or in part, pursuant to a "make whole" formula. These notes contain various restrictive covenants, including, but not limited to, a limitation on secured indebtedness and a restriction on sale leaseback transactions. As of September 30, 2016, we were in compliance with the covenants required by our senior notes.

Many of our 100% owned direct and indirect subsidiaries (collectively, the "Guarantor Subsidiaries") guarantee our outstanding senior notes. The guarantees are full and unconditional, and joint and several. Under our most restrictive indenture, a Guarantor Subsidiary will be released and relieved of any obligations under the applicable note guarantee in the event that i) such Guarantor Subsidiary ceases to be a restricted subsidiary in the homebuilding segment, or ii) in the event of a sale or other disposition of such Guarantor Subsidiary,

in compliance with the indenture, and

such Guarantor Subsidiary ceases to guaranty any other debt of the Company. Please see Note 22 for supplemental financial statement information about our guarantor subsidiaries group and non-guarantor subsidiaries group.

During the 2016 second quarter, the Company issued $300 million in aggregate principal amount of 5.25% Senior Notes due 2026, which are senior unsecured obligations of the Company and are guaranteed by the guarantors of our other senior notes on a senior unsecured basis. A portion of the net proceeds of this issuance was used to repay the remaining $280 million principal balance of our 10.75% Senior Notes upon maturity in September 2016.

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Note 16 - Preferred Stock

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Preferred Stock [Text Block]

16. Preferred Stock

Prior to our merger with Ryland, MP CA Homes, LLC ("MatlinPatterson") held all of the outstanding shares of Company Series B Preferred Stock and 126.4 million shares of Company common stock, which, together, represented approximately 59% of the total number of shares of Company common stock issued and outstanding on an if-converted basis. Immediately following the merger, MatlinPatterson converted all of their shares of preferred stock into 17.6 million shares of Company common stock. As of September 30, 2016, MatlinPatterson held 42.8 million shares (approximately 37%) of the Company’s outstanding common stock and no shares of preferred stock.

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Note 17 - Mortgage Credit Facility

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Disclosure of Warehouse Agreement Borrowings [Text Block]

17. Mortgage Credit Facilit y

At September 30, 2016, we had $161.9 million outstanding under our mortgage financing subsidiary’s mortgage credit facility. This mortgage credit facility consisted of a $300 million uncommitted repurchase facility with one lender, maturing in January 2017. This facility requires our mortgage financing subsidiary to maintain cash collateral accounts, which totaled $3.5 million as of September 30, 2016, and also contains financial covenants which require CalAtlantic Mortgage to, among other things, maintain a minimum level of tangible net worth, not to exceed a debt to tangible net worth ratio, maintain a minimum liquidity amount based on a measure of total assets (inclusive of the cash collateral requirement), and satisfy pretax income (loss) requirements. As of September 30, 2016, CalAtlantic Mortgage was in compliance with the financial and other covenants contained in this facility.

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Note 18 - Disclosures About Fair Value

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Fair Value Disclosures [Text Block]

18. Disclosures about Fair Value

ASC Topic 820,

Fair Value Measurements and Disclosures

("ASC 820"), establishes a framework for measuring fair value, expands disclosures regarding fair value measurements and defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Further, ASC 820 requires us to maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. The three levels of the hierarchy are as follows:

•     Level 1 – quoted prices for

identical

assets or liabilities in active markets;

•     Level 2 – quoted prices for

similar

assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•     Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are

unobservable

.

The following table presents the Company’s financial instruments measured at fair value on a recurring basis:

		Fair Value at
Description	Fair Value Hierarchy	September 30, 2016		December 31, 2015
		(Dollars in thousands)
Marketable securities, available-for-sale
Municipal debt securities	Level 2	$	9,771	$	9,734
Metropolitan district bond securities	Level 3	$	8,711	$	9,710
Mortgage loans held for sale	Level 2	$	173,568	$	328,835

Marketable Securities, Available-for-sale

Marketable securities that are available-for-sale are comprised mainly of municipal debt securities and metropolitan district bond securities. The Company’s municipal debt securities are valued based on quoted market prices of similar instruments and the metropolitan district bond securities are based on a discounted future cash flow model, which uses Level 3 inputs. The primary unobservable inputs used in our discounted cash flow model are (1) the forecasted number of homes to be closed, as homes drive increases to the taxpaying base for the metro district, (2) the forecasted assessed value of those closed homes and (3) the discount rate.

Mortgage loans held for sale

Mortgage loans held for saleconsist of FHA, VA, USDA and agency first mortgages on single-family residences which are eligible for sale to FNMA/FHLMC, GNMA or other investors, as applicable. Fair values of these loans are based on quoted prices from third party investors when preselling loans.

The following table presents the carrying values and estimated fair values of our other financial instruments for which we have not elected the fair value option in accordance with ASC 825:

		September 30, 2016				December 31, 2015
Description	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in thousands)
Financial services assets:
Mortgage loans held for investment, net	Level 2	$	24,450	$	24,450	$	22,704	$	22,704
Homebuilding liabilities:
Senior and convertible senior notes payable, net	Level 2	$	3,393,799	$	3,677,455	$	3,462,016	$	3,675,276

Mortgage Loans Held for Investment –

Fair value of these loans is based on the estimated market value of the underlying collateral based on market data and other factors for similar type properties as further adjusted to reflect the estimated net realizable value of carrying the loans through disposition.

Senior Notes Payable –

The senior notes are traded over the counter and their fair values were estimated based upon the values of their last trade at the end of the period.

The fair value of our cash and equivalents, restricted cash, accounts payable and other liabilities, secured project debt and other notes payable, revolving credit facility, and mortgage credit facilities approximate their carrying amounts due to the short-term nature of these assets and liabilities.

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Note 19 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

19. Commitments and Contingencies

a. Land Purchase and Option Agreements

We are subject to obligations associated with entering into contracts for the purchase of land and improved homesites. These purchase contracts typically require us to provide a cash deposit or deliver a letter of credit in favor of the seller, and our purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the near-term use of funds from our corporate financing sources. Option contracts generally require a non-refundable deposit for the right to acquire lots over a specified period of time at predetermined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit or by repaying amounts drawn under our letter of credit with no further financial responsibility to the land seller, although in certain instances, the land seller has the right to compel us to purchase a specified number of lots at predetermined prices.

In some instances, we may also expend funds for due diligence, development and construction activities with respect to our land purchase and option contracts prior to purchase, which we would have to write off should we not purchase the land. At September 30, 2016, we had non-refundable cash deposits outstanding of approximately $67.8 million and capitalized pre-acquisition and other development and construction costs of approximately $11.8 million relating to land purchase and option contracts having a total remaining purchase price of approximately $790.6 million.

Our utilization of option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries, general housing market conditions, and geographic preferences. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

b. Land Development and Homebuilding Joint Ventures

Our joint ventures have historically obtained secured acquisition, development and construction financing designed to reduce the use of funds from corporate financing sources. As of September 30, 2016, we held ownership interests in 27 homebuilding and land development joint ventures, of which 13 were active and 14 were inactive or winding down. As of such date, only two joint ventures had project specific debt outstanding, which totaled $30.7 million. This joint venture bank debt is non-recourse to us and is scheduled to mature in June 2017. At September 30, 2016, we had no joint venture surety bonds outstanding.

c. Surety Bonds

We obtain surety bonds in the normal course of business to ensure completion of the infrastructure of our communities. At September 30, 2016, we had approximately $841.3 million in surety bonds outstanding, with respect to which we had an estimated $390.2 million remaining in cost to complete.

d. Mortgage Loans and Commitments

We commit to making mortgage loans to our homebuyers through our mortgage financing subsidiary, CalAtlantic Mortgage. CalAtlantic Mortgage sells substantially all of the loans it originates in the secondary mortgage market and finances these loans under its mortgage credit facilities for a short period of time (typically for 30 to 45 days), as investors complete their administrative review of applicable loan documents. Mortgage loans in process for which interest rates were committed to borrowers totaled approximately $266.6 million at September 30, 2016 and carried a weighted average interest rate of approximately 3.5%. Interest rate risks related to these obligations are mitigated by CalAtlantic Mortgage through the preselling of loans to investors or through its interest rate hedging program. As of September 30, 2016, CalAtlantic Mortgage had approximately $168.6 million in closed mortgage loans held for sale and $28.1 million of mortgage loans that we were committed to sell to investors subject to our funding of the loans and the investors’ completion of their administrative review of the applicable loan documents. In addition, as of September 30, 2016, CalAtlantic Mortgage had approximately $238.5 million of mortgage loans in process that were or are expected to be originated on a non-presold basis, substantially all of which were hedged by forward sale commitments of mortgage-backed securities prior to entering into loan sale transactions with third party investors.

Substantially all of the loans originated by CalAtlantic Mortgage are sold with servicing rights released on a non-recourse basis. These sales are generally subject to CalAtlantic Mortgage’s obligation to repay its gain on sale if the loan is prepaid by the borrower within a certain time period following such sale, or to repurchase the loan if, among other things, the purchaser’s underwriting guidelines are not met, or there is fraud in connection with the loan. During the nine months ended September 30, 2016 and 2015, CalAtlantic Mortgage recorded loan loss expense related to indemnification and repurchase allowances of $0.1 million and $0.1 million, respectively. As of September 30, 2016, CalAtlantic Mortgage had indemnity and repurchase allowances related to loans sold of approximately $3.5 million. In addition, during the nine months ended September 30, 2016 and 2015, CalAtlantic Mortgage made make-whole payments of $0.3 million and $0.1 million, respectively.

e. Insurance and Litigation Accruals

Insurance and litigation accruals are established with respect to estimated future claims cost. We maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-related claims. We also generally require our subcontractors and design professionals to indemnify us for liabilities arising from their work, subject to various limitations. However, such indemnity is significantly limited with respect to certain subcontractors that are added to our general liability insurance policy. We record allowances to cover our estimated costs of self-insured retentions and deductible amounts under these policies and estimated costs for claims that may not be covered by applicable insurance or indemnities. Our total insurance and litigation accruals as of September 30, 2016 and December 31, 2015 were $130.5 million and $125.3 million, respectively, which are included in accrued liabilities in the accompanying condensed consolidated balance sheets. Estimation of these accruals include consideration of our claims history, including current claims, estimates of claims incurred but not yet reported, and potential for recovery of costs from insurance and other sources. We utilize the services of an independent third party actuary to assist us with evaluating the level of our insurance and litigation accruals. Because of the high degree of judgment required in determining these estimated accrual amounts, actual future claim costs could differ materially from our currently estimated amounts.

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Note 20 - Income Taxes

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Income Tax Disclosure [Text Block]

20. Income Taxes

We account for income taxes in accordance with ASC Topic 740,

Income Taxes

("ASC 740"). ASC 740 requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered. Changes to enacted tax rates could materially impact the recorded amount of our deferred tax asset.

Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable. Our assessment considers, among other things, the nature, frequency and severity of our prior and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods, our utilization experience with operating loss and tax credit carryforwards, and tax planning alternatives.

Our 2016 third quarter provision for income taxes of $78.4 million primarily related to our $210.7 million of pretax income. As of September 30, 2016, we had a $325.4 million deferred tax asset which was partially offset by a valuation allowance of $1.4 million related to state net operating loss carryforwards that are limited by shorter carryforward periods. As of such date, $136.9 million of our deferred tax asset related to net operating loss carryforwards ($119.6 million of federal and state net operating loss carryforwards that were subject to Internal Revenue Code Section 382 (“Section 382”) limitations and $17.3 million of state net operating loss carryforwards that were not subject to such limitations). The remaining deferred tax asset balance of $188.5 million represented deductible timing differences, primarily related to inventory impairments and financial accruals, which have no expiration date. As of September 30, 2016 and December 31, 2015, our liability for unrecognized tax benefits was $12.2 million and $10.6 million, respectively, which is included in accrued liabilities in the accompanying condensed consolidated balance sheets. In addition, as of September 30, 2016, we remained subject to examination by various tax jurisdictions for the tax years ended December 31, 2011 through 2015.

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Note 21 - Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

21. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows

The following are supplemental disclosures to the condensed consolidated statements of cash flows:

	Nine Months Ended September 30,
	2016		2015
	(Dollars in thousands)
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	150,822	$	66,310
Supplemental Disclosures of Noncash Activities:
Increase in secured project debt related to seller financed inventory purchases	$	25,625	$	1,725

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Note 22 - Supplemental Guarantor Information

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Supplemental Guarantor Information [Text Block]

22. S upplemental Guarantor Information

Certain of our 100% owned direct and indirect subsidiaries guarantee our outstanding senior notes payable (please see Note 15 "Senior Notes Payable"). Presented below are the condensed consolidated financial statements for our guarantor subsidiaries and non-guarantor subsidiaries.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

	Three Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	707,397		$	656,095		$	307,466		$	―		$	1,670,958
Cost of sales		(561,856	)		(520,810	)		(213,600	)		―			(1,296,266	)
Gross margin		145,541			135,285			93,866			―			374,692
Selling, general and administrative expenses		(75,217	)		(75,834	)		(19,764	)		―			(170,815	)
Income (loss) from unconsolidated joint ventures		(717	)		44			1,904			―			1,231
Equity income of subsidiaries		95,380			―			―			(95,380	)		―
Interest income (expense), net		1,075			(886	)		(189	)		―			―
Other income (expense)		(3,602	)		(762	)		195			―			(4,169	)
Homebuilding pretax income		162,460			57,847			76,012			(95,380	)		200,939
Financial Services:
Financial services pretax income		―			―			9,807			―			9,807
Income before taxes		162,460			57,847			85,819			(95,380	)		210,746
Provision for income taxes		(30,112	)		(23,111	)		(25,175	)		―			(78,398	)
Net income	$	132,348		$	34,736		$	60,644		$	(95,380	)	$	132,348

	Three Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	172,420		$	296,420		$	183,350		$	―		$	652,190
Cost of sales		(132,775	)		(226,945	)		(132,714	)		―			(492,434	)
Gross margin		39,645			69,475			50,636			―			159,756
Selling, general and administrative expenses		(21,582	)		(37,660	)		(14,018	)		―			(73,260	)
Income (loss) from unconsolidated joint ventures		14			―			107			―			121
Equity income of subsidiaries		48,155			―			―			(48,155	)		―
Interest income (expense), net		3,109			(2,160	)		(949	)		―			―
Other income (expense)		(11,782	)		(212	)		824			―			(11,170	)
Homebuilding pretax income		57,559			29,443			36,600			(48,155	)		75,447
Financial Services:
Financial services pretax income		―			―			2,847			―			2,847
Income before taxes		57,559			29,443			39,447			(48,155	)		78,294
Provision for income taxes		(10,382	)		(13,931	)		(6,804	)		―			(31,117	)
Net income	$	47,177		$	15,512		$	32,643		$	(48,155	)	$	47,177

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

	Nine Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	1,817,935		$	1,866,598		$	750,470		$	―		$	4,435,003
Cost of sales		(1,451,579	)		(1,486,644	)		(533,543	)		―			(3,471,766	)
Gross margin		366,356			379,954			216,927			―			963,237
Selling, general and administrative expenses		(201,503	)		(220,595	)		(51,112	)		―			(473,210	)
Income (loss) from unconsolidated joint ventures		29			444			2,170			―			2,643
Equity income of subsidiaries		229,414			―			―			(229,414	)		―
Interest income (expense), net		3,685			(2,785	)		(900	)		―			―
Other income (expense)		(10,885	)		(1,241	)		134			―			(11,992	)
Homebuilding pretax income		387,096			155,777			167,219			(229,414	)		480,678
Financial Services:
Financial services pretax income		―			―			24,889			―			24,889
Income before taxes		387,096			155,777			192,108			(229,414	)		505,567
Provision for income taxes		(69,327	)		(66,659	)		(51,812	)		―			(187,798	)
Net income	$	317,769		$	89,118		$	140,296		$	(229,414	)	$	317,769

	Nine Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	500,500		$	840,513		$	481,087		$	―		$	1,822,100
Cost of sales		(380,929	)		(646,798	)		(348,571	)		―			(1,376,298	)
Gross margin		119,571			193,715			132,516			―			445,802
Selling, general and administrative expenses		(69,121	)		(110,934	)		(39,185	)		―			(219,240	)
Income (loss) from unconsolidated joint ventures		36			―			(417	)		―			(381	)
Equity income of subsidiaries		121,691			―			―			(121,691	)		―
Interest income (expense), net		9,507			(7,369	)		(2,138	)		―			―
Other income (expense)		(19,223	)		(435	)		2,916			―			(16,742	)
Homebuilding pretax income		162,461			74,977			93,692			(121,691	)		209,439
Financial Services:
Financial services pretax income		―			―			6,873			―			6,873
Income before taxes		162,461			74,977			100,565			(121,691	)		216,312
Provision for income taxes		(26,481	)		(34,502	)		(19,349	)		―			(80,332	)
Net income	$	135,980		$	40,475		$	81,216		$	(121,691	)	$	135,980

CONDENSED CONSOLIDATING BALANCE SHEET

	September 30, 2016
	CalAtlantic Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and equivalents	$	118,170	$	30,931	$	34,932	$	―		$	184,033
Restricted cash		―		―		29,796		―			29,796
Intercompany receivables		2,110,248		―		235,105		(2,345,353	)		―
Inventories:
Owned		2,850,899		2,350,260		1,331,888		―			6,533,047
Not owned		38,300		32,841		4,343		―			75,484
Investments in unconsolidated joint ventures		4,358		4,696		130,319		―			139,373
Investments in subsidiaries		1,855,517		―		―		(1,855,517	)		―
Deferred income taxes, net		342,413		―		―		(18,458	)		323,955
Goodwill and other intangibles, net		970,185		―		―		―			970,185
Other assets		62,148		44,449		2,751		―			109,348
Total Homebuilding Assets		8,352,238		2,463,177		1,769,134		(4,219,328	)		8,365,221
Financial Services:
Cash and equivalents		―		―		30,241		―			30,241
Restricted cash		―		―		21,799		―			21,799
Mortgage loans held for sale, net		―		―		171,262		―			171,262
Mortgage loans held for investment, net		―		―		24,450		―			24,450
Other assets		―		―		21,131		(1,643	)		19,488
Total Financial Services Assets		―		―		268,883		(1,643	)		267,240
Total Assets	$	8,352,238	$	2,463,177	$	2,038,017	$	(4,220,971	)	$	8,632,461
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	99,023	$	78,204	$	27,576	$	―		$	204,803
Accrued liabilities and intercompany payables		306,603		1,408,418		949,122		(2,130,349	)		533,794
Revolving credit facility		146,000		―		―		―			146,000
Secured project debt and other notes payable		272,378		―		3,657		(235,105	)		40,930
Senior notes payable		3,393,799		―		―		―			3,393,799
Total Homebuilding Liabilities		4,217,803		1,486,622		980,355		(2,365,454	)		4,319,326
Financial Services:
Accounts payable and other liabilities		―		―		16,802		―			16,802
Mortgage credit facilities		―		―		161,898		―			161,898
Total Financial Services Liabilities		―		―		178,700		―			178,700
Total Liabilities		4,217,803		1,486,622		1,159,055		(2,365,454	)		4,498,026
Equity:
Total Equity		4,134,435		976,555		878,962		(1,855,517	)		4,134,435
Total Liabilities and Equity	$	8,352,238	$	2,463,177	$	2,038,017	$	(4,220,971	)	$	8,632,461

CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2015
	CalAtlantic Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and equivalents	$	6,387	$	112,852	$	31,837	$	―		$	151,076
Restricted cash		―		―		35,990		―			35,990
Intercompany receivables		2,380,899		―		152,505		(2,533,404	)		―
Inventories:
Owned		2,524,927		2,304,305		1,240,727		―			6,069,959
Not owned		32,393		38,925		11,928		―			83,246
Investments in unconsolidated joint ventures		5,353		4,330		123,080		―			132,763
Investments in subsidiaries		1,644,453		―		―		(1,644,453	)		―
Deferred income taxes, net		405,945		―		―		(9,751	)		396,194
Goodwill		933,360		―		―		―			933,360
Other assets		67,578		48,027		3,163		―			118,768
Total Homebuilding Assets		8,001,295		2,508,439		1,599,230		(4,187,608	)		7,921,356
Financial Services:
Cash and equivalents		―		―		35,518		―			35,518
Restricted cash		―		―		22,914		―			22,914
Mortgage loans held for sale, net		―		―		325,770		―			325,770
Mortgage loans held for investment, net		―		―		22,704		―			22,704
Other assets		―		―		18,886		(1,643	)		17,243
Total Financial Services Assets		―		―		425,792		(1,643	)		424,149
Total Assets	$	8,001,295	$	2,508,439	$	2,025,022	$	(4,189,251	)	$	8,345,505
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	91,873	$	82,906	$	16,902	$	―		$	191,681
Accrued liabilities and intercompany payables		415,803		1,538,096		903,761		(2,378,867	)		478,793
Secured project debt and other notes payable		170,167		―		4,061		(148,545	)		25,683
Senior notes payable		3,462,016		―		―		―			3,462,016
Total Homebuilding Liabilities		4,139,859		1,621,002		924,724		(2,527,412	)		4,158,173
Financial Services:
Accounts payable and other liabilities		―		―		39,860		(17,386	)		22,474
Mortgage credit facilities		―		―		303,422		―			303,422
Total Financial Services Liabilities		―		―		343,282		(17,386	)		325,896
Total Liabilities		4,139,859		1,621,002		1,268,006		(2,544,798	)		4,484,069
Equity:
Total Equity		3,861,436		887,437		757,016		(1,644,453	)		3,861,436
Total Liabilities and Equity	$	8,001,295	$	2,508,439	$	2,025,022	$	(4,189,251	)	$	8,345,505

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(49,169	)	$	16,087		$	200,744		$	―		$	167,662
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		(235	)		(192	)		(26,573	)		―			(27,000	)
Distributions of capital from unconsolidated homebuilding joint ventures		1,107			333			22,287			―			23,727
Loan to parent and subsidiaries		―			―			(88,800	)		88,800			―
Other investing activities		(325	)		(1,958	)		(3,106	)		―			(5,389	)
Net cash provided by (used in) investing activities		547			(1,817	)		(96,192	)		88,800			(8,662	)
Cash Flows From Financing Activities:
Change in restricted cash		―			―			7,309			―			7,309
Borrowings from revolving credit facility		1,008,000			―			―			―			1,008,000
Principal payments on revolving credit facility		(862,000	)		―			―			―			(862,000	)
Principal payments on secured project debt and other notes payable		(9,985	)		―			(404	)		―			(10,389	)
Principal payments on senior notes payable		(280,000	)		―			―			―			(280,000	)
Proceeds from the issuance of senior notes payable		300,000			―			―			―			300,000
Payment of debt issue costs		(2,657	)		―			―			―			(2,657	)
Loan from subsidiary		88,800			―			―			(88,800	)		―
Net proceeds from (payments on) mortgage credit facilities		―			―			(141,524	)		―			(141,524	)
(Contributions to) distributions from Corporate and subsidiaries		18,350			―			(18,350	)		―			―
Repurchases of common stock		(137,464	)		―			―			―			(137,464	)
Common stock dividend payments		(14,264	)		―			―			―			(14,264	)
Issuance of common stock under employee stock plans, net of tax withholdings		1,868			―			―			―			1,868
Other financing activities		―			(199	)		―			―			(199	)
Intercompany advances, net		49,757			(95,992	)		46,235			―			―
Net cash provided by (used in) financing activities		160,405			(96,191	)		(106,734	)		(88,800	)		(131,320	)
Net increase (decrease) in cash and equivalents		111,783			(81,921	)		(2,182	)		―			27,680
Cash and equivalents at beginning of period		6,387			112,852			67,355			―			186,594
Cash and equivalents at end of period	$	118,170		$	30,931		$	65,173		$	―		$	214,274

	Nine Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(116,827	)	$	(14,645	)	$	(84,358	)	$	―		$	(215,830	)
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		―			―			(83,288	)		―			(83,288	)
Distributions of capital from unconsolidated homebuilding joint ventures		―			―			10,289			―			10,289
Loan to parent and subsidiaries		―			―			80,000			(80,000	)		―
Other investing activities		(2,308	)		(1,605	)		(7,803	)		―			(11,716	)
Net cash provided by (used in) investing activities		(2,308	)		(1,605	)		(802	)		(80,000	)		(84,715	)
Cash Flows From Financing Activities:
Change in restricted cash		―			―			1,047			―			1,047
Borrowings from revolving credit facility		491,400			―			―			―			491,400
Principal payments on revolving credit facility		(222,700	)		―			―			―			(222,700	)
Principal payments on secured project debt and other notes payable		―			―			(569	)		―			(569	)
Principal payments on senior notes payable		(29,789	)											(29,789	)
Net proceeds from (payments on) mortgage credit facilities		―			―			(90,554	)		80,000			(10,554	)
(Contributions to) distributions from Corporate and subsidiaries		14,373			(31,719	)		17,346			―			―
Repurchases of common stock		(22,073	)		―			―			―			(22,073	)
Issuance of common stock under employee stock plans, net of tax withholdings		(461	)		―			―			―			(461	)
Excess tax benefits from share-based payment arrangements		8,573			―			―			―			8,573
Intercompany advances, net		(192,076	)		56,711			135,365			―			―
Net cash provided by (used in) financing activities		47,247			24,992			62,635			80,000			214,874
Net increase (decrease) in cash and equivalents		(71,888	)		8,742			(22,525	)		―			(85,671	)
Cash and equivalents at beginning of period		133,304			1,061			78,028			―			212,393
Cash and equivalents at end of period	$	61,416		$	9,803		$	55,503		$	―		$	126,722

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Note 3 - Business Acquisition (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash and cash equivalents	$	268,517
Inventories		2,404,765
Investments in unconsolidated joint ventures		13,821
Deferred income taxes		120,615
Homebuilding other assets		77,124
Financial services assets, excluding cash		144,889
Goodwill		970,185
Total assets		3,999,916
Accounts payable and accrued liabilities		(495,425	)
Secured project debt and other notes payables		(22,213	)
Senior notes payable		(1,291,541	)
Financial services liabilities		(124,619	)
Additional paid-in capital		(93,834	)
Total purchase price	$	1,972,284

Business Acquisition, Pro Forma Information [Table Text Block]

	Three Months Ended September 30, 2015		Nine Months Ended September 30, 2015
	(Dollars in thousands)
Home sale revenues	$	1,318,885	$	3,619,912
Pretax income	$	142,352	$	383,655

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Note 4 - Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(Dollars in thousands)
Homebuilding revenues:
North	$	283,060	$	n/a	$	710,889	$	n/a
Southeast		400,720		211,759		1,065,038		556,330
Southwest		389,160		155,595		1,165,797		461,304
West		598,018		284,836		1,493,279		804,466
Total homebuilding revenues	$	1,670,958	$	652,190	$	4,435,003	$	1,822,100
Homebuilding pretax income (1):
North	$	25,627	$	n/a	$	53,177	$	n/a
Southeast		31,303		19,379		84,125		44,909
Southwest		39,312		16,552		113,145		49,817
West		104,697		39,516		230,231		114,713
Total homebuilding pretax income	$	200,939	$	75,447	$	480,678	$	209,439

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	September 30,
	2016
	(Dollars in thousands)
Homebuilding assets:
North	$	1,158,975
Southeast		2,189,173
Southwest		1,874,226
West		2,613,248
Corporate (1)		529,599
Total homebuilding assets	$	8,365,221

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Note 5 - Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Dollars in thousands, except per share amounts)
Numerator:
Net income	$	132,348		$	47,177		$	317,769		$	135,980
Less: Net income allocated to preferred shareholder		―			(11,342	)		―			(32,818	)
Less: Net income allocated to unvested restricted stock		(294	)		(93	)		(635	)		(274	)
Net income available to common stockholders for basic earnings per common share		132,054			35,742			317,134			102,888
Effect of dilutive securities:
Net income allocated to preferred shareholder		―			11,342			―			32,818
Interest on 1.625% convertible senior notes due 2018		91			―			1,088			―
Interest on 0.25% convertible senior notes due 2019		82			―			984			―
Interest on 1.25% convertible senior notes due 2032		62			41			744			490
Net income available to common and preferred stock for diluted earnings per share	$	132,289		$	47,125		$	319,950		$	136,196
Denominator:
Weighted average basic common shares outstanding		118,338,891			55,345,443			119,188,145			55,059,683
Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive)		―			17,562,557			―			17,562,557
Total weighted average common shares outstanding if preferred shares converted to common shares		118,338,891			72,908,000			119,188,145			72,622,240
Effect of dilutive securities:
Share-based awards		643,602			684,511			605,860			830,501
1.625% convertible senior notes due 2018		7,165,845			―			7,165,845			―
0.25% convertible senior notes due 2019		3,638,080			―			3,638,080			―
1.25% convertible senior notes due 2032		6,290,997			6,262,570			6,290,997			6,262,570
Weighted average diluted shares outstanding		136,077,415			79,855,081			136,888,927			79,715,311
Income per common share:
Basic	$	1.12		$	0.65		$	2.66		$	1.87
Diluted	$	0.97		$	0.59		$	2.34		$	1.71

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Note 8 - Marketable Securities, Available-for-sale (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

	September 30, 2016						December 31, 2015
	Amortized Cost		Gross Unrealized Gains		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Estimated Fair Value
	(Dollars in thousands)
Type of security:
Municipal bond and metropolitan district securities	$	18,438	$	44	$	18,482	$	19,439	$	5	$	19,444

Available-for-sale Securities [Table Text Block]

	September 30, 2016
	(Dollars in thousands)
Contractual maturity:
Maturing in one year or less	$	―
Maturing after three years		18,482
Total marketable securities, available-for-sale	$	18,482

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Note 9 - Inventories (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Inventories Owned [Table Text Block]

	September 30, 2016
	North		Southeast		Southwest		West		Total
	(Dollars in thousands)
Land and land under development (1)	$	441,119	$	1,121,369	$	631,520	$	1,258,888	$	3,452,896
Homes completed and under construction		341,535		651,531		713,662		874,834		2,581,562
Model homes		76,905		131,147		115,784		174,753		498,589
Total inventories owned	$	859,559	$	1,904,047	$	1,460,966	$	2,308,475	$	6,533,047

	December 31, 2015
	North		Southeast		Southwest		West		Total
	(Dollars in thousands)
Land and land under development (1)	$	370,584	$	1,169,350	$	687,792	$	1,318,563	$	3,546,289
Homes completed and under construction		266,967		464,668		599,183		708,779		2,039,597
Model homes		66,100		119,283		113,549		185,141		484,073
Total inventories owned	$	703,651	$	1,753,301	$	1,400,524	$	2,212,483	$	6,069,959

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Note 10 - Capitalization of Interest (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Capitalized Interest [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Dollars in thousands)
Total interest incurred (1)	$	56,872		$	42,304		$	175,207		$	125,964
Less: Interest capitalized to inventories owned (1)		(55,761	)		(41,611	)		(172,170	)		(124,520	)
Less: Interest capitalized to investments in unconsolidated joint ventures		(1,111	)		(693	)		(3,037	)		(1,444	)
Interest expense	$	―		$	―		$	―		$	―
Interest previously capitalized to inventories owned, included in cost of home sales	$	44,636		$	30,275		$	115,367		$	87,721
Interest previously capitalized to inventories owned, included in cost of land sales	$	115		$	3,048		$	1,596		$	4,803
Interest previously capitalized to investments in unconsolidated joint ventures, included in income (loss) from unconsolidated joint ventures	$	613		$	―		$	613		$	―
Interest capitalized in ending inventories owned (2)	$	362,807		$	307,603		$	362,807		$	307,603
Interest capitalized as a percentage of inventories owned		5.6	%		8.1	%		5.6	%		8.1	%
Interest capitalized in ending investments in unconsolidated joint ventures (2)	$	3,224		$	2,109		$	3,224		$	2,109
Interest capitalized as a percentage of investments in unconsolidated joint ventures		2.3	%		1.7	%		2.3	%		1.7	%

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Note 11 - Investments in Unconsolidated Land Development and Homebuilding Joint Ventures (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Combined Statements of Operations for Unconsolidated Land Development and Homebuilding Joint Ventures [Table Text Block]

	Nine Months Ended September 30,
	2016			2015
	(Dollars in thousands)
	(Unaudited)
Revenues	$	27,426		$	22,350
Cost of sales and expenses		(17,791	)		(25,444	)
Income (loss) of unconsolidated joint ventures	$	9,635		$	(3,094	)
Income (loss) from unconsolidated joint ventures reflected in the accompanying condensed consolidated statements of operations	$	2,643		$	(381	)

Combined Balance Sheets for Unconsolidated Land Development and Homebuilding Joint Ventures [Table Text Block]

	September 30,		December 31,
	2016		2015
	(Dollars in thousands)
	(Unaudited)
Assets:
Cash	$	33,799	$	34,893
Inventories		600,056		510,502
Other assets		11,872		14,540
Total assets	$	645,727	$	559,935
Liabilities and Equity:
Accounts payable and accrued liabilities	$	37,176	$	26,571
Non-recourse debt		30,683		33,704
CalAtlantic equity		159,214		130,750
Other members' equity		418,654		368,910
Total liabilities and equity	$	645,727	$	559,935
Investments in unconsolidated joint ventures reflected in the accompanying condensed consolidated balance sheets (1)	$	139,373	$	132,763

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Note 12 - Warranty Costs (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Product Warranty Liability [Table Text Block]

	Nine Months Ended September 30,
	2016			2015
	(Dollars in thousands)
Warranty accrual, beginning of the period	$	40,691		$	13,584
Warranty costs accrued during the period		16,903			7,403
Warranty costs paid during the period		(15,088	)		(7,119	)
Warranty accrual, end of the period	$	42,506		$	13,868

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Note 15 - Senior Notes Payable (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Debt [Table Text Block]

	September 30, 2016		December 31, 2015
	(Dollars in thousands)
10.75% Senior Notes due September 2016	$	―	$	275,845
8.4% Senior Notes due May 2017		238,625		248,975
8.375% Senior Notes due May 2018		574,397		574,058
1.625% Convertible Senior Notes due May 2018		219,396		301,754
0.25% Convertible Senior notes due June 2019		252,357		248,098
6.625% Senior Notes due May 2020		321,402		325,882
8.375% Senior Notes due January 2021		394,970		394,152
6.25% Senior Notes due December 2021		297,504		297,148
5.375% Senior Notes due October 2022		249,197		249,096
5.875% Senior Notes due November 2024		296,886		296,598
5.25% Senior Notes due June 2026		297,428		―
1.25% Convertible Senior Notes due August 2032		251,637		250,410
	$	3,393,799	$	3,462,016

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Note 18 - Disclosures About Fair Value (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

		Fair Value at
Description	Fair Value Hierarchy	September 30, 2016		December 31, 2015
		(Dollars in thousands)
Marketable securities, available-for-sale
Municipal debt securities	Level 2	$	9,771	$	9,734
Metropolitan district bond securities	Level 3	$	8,711	$	9,710
Mortgage loans held for sale	Level 2	$	173,568	$	328,835

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

		September 30, 2016				December 31, 2015
Description	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in thousands)
Financial services assets:
Mortgage loans held for investment, net	Level 2	$	24,450	$	24,450	$	22,704	$	22,704
Homebuilding liabilities:
Senior and convertible senior notes payable, net	Level 2	$	3,393,799	$	3,677,455	$	3,462,016	$	3,675,276

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Note 21 - Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	Nine Months Ended September 30,
	2016		2015
	(Dollars in thousands)
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	150,822	$	66,310
Supplemental Disclosures of Noncash Activities:
Increase in secured project debt related to seller financed inventory purchases	$	25,625	$	1,725

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Note 22 - Supplemental Guarantor Information (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Supplemental Condensed Consolidating Statements of Operations [Table Text Block]

	Three Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	707,397		$	656,095		$	307,466		$	―		$	1,670,958
Cost of sales		(561,856	)		(520,810	)		(213,600	)		―			(1,296,266	)
Gross margin		145,541			135,285			93,866			―			374,692
Selling, general and administrative expenses		(75,217	)		(75,834	)		(19,764	)		―			(170,815	)
Income (loss) from unconsolidated joint ventures		(717	)		44			1,904			―			1,231
Equity income of subsidiaries		95,380			―			―			(95,380	)		―
Interest income (expense), net		1,075			(886	)		(189	)		―			―
Other income (expense)		(3,602	)		(762	)		195			―			(4,169	)
Homebuilding pretax income		162,460			57,847			76,012			(95,380	)		200,939
Financial Services:
Financial services pretax income		―			―			9,807			―			9,807
Income before taxes		162,460			57,847			85,819			(95,380	)		210,746
Provision for income taxes		(30,112	)		(23,111	)		(25,175	)		―			(78,398	)
Net income	$	132,348		$	34,736		$	60,644		$	(95,380	)	$	132,348

	Three Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	172,420		$	296,420		$	183,350		$	―		$	652,190
Cost of sales		(132,775	)		(226,945	)		(132,714	)		―			(492,434	)
Gross margin		39,645			69,475			50,636			―			159,756
Selling, general and administrative expenses		(21,582	)		(37,660	)		(14,018	)		―			(73,260	)
Income (loss) from unconsolidated joint ventures		14			―			107			―			121
Equity income of subsidiaries		48,155			―			―			(48,155	)		―
Interest income (expense), net		3,109			(2,160	)		(949	)		―			―
Other income (expense)		(11,782	)		(212	)		824			―			(11,170	)
Homebuilding pretax income		57,559			29,443			36,600			(48,155	)		75,447
Financial Services:
Financial services pretax income		―			―			2,847			―			2,847
Income before taxes		57,559			29,443			39,447			(48,155	)		78,294
Provision for income taxes		(10,382	)		(13,931	)		(6,804	)		―			(31,117	)
Net income	$	47,177		$	15,512		$	32,643		$	(48,155	)	$	47,177

	Nine Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	1,817,935		$	1,866,598		$	750,470		$	―		$	4,435,003
Cost of sales		(1,451,579	)		(1,486,644	)		(533,543	)		―			(3,471,766	)
Gross margin		366,356			379,954			216,927			―			963,237
Selling, general and administrative expenses		(201,503	)		(220,595	)		(51,112	)		―			(473,210	)
Income (loss) from unconsolidated joint ventures		29			444			2,170			―			2,643
Equity income of subsidiaries		229,414			―			―			(229,414	)		―
Interest income (expense), net		3,685			(2,785	)		(900	)		―			―
Other income (expense)		(10,885	)		(1,241	)		134			―			(11,992	)
Homebuilding pretax income		387,096			155,777			167,219			(229,414	)		480,678
Financial Services:
Financial services pretax income		―			―			24,889			―			24,889
Income before taxes		387,096			155,777			192,108			(229,414	)		505,567
Provision for income taxes		(69,327	)		(66,659	)		(51,812	)		―			(187,798	)
Net income	$	317,769		$	89,118		$	140,296		$	(229,414	)	$	317,769

	Nine Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Homebuilding:
Revenues	$	500,500		$	840,513		$	481,087		$	―		$	1,822,100
Cost of sales		(380,929	)		(646,798	)		(348,571	)		―			(1,376,298	)
Gross margin		119,571			193,715			132,516			―			445,802
Selling, general and administrative expenses		(69,121	)		(110,934	)		(39,185	)		―			(219,240	)
Income (loss) from unconsolidated joint ventures		36			―			(417	)		―			(381	)
Equity income of subsidiaries		121,691			―			―			(121,691	)		―
Interest income (expense), net		9,507			(7,369	)		(2,138	)		―			―
Other income (expense)		(19,223	)		(435	)		2,916			―			(16,742	)
Homebuilding pretax income		162,461			74,977			93,692			(121,691	)		209,439
Financial Services:
Financial services pretax income		―			―			6,873			―			6,873
Income before taxes		162,461			74,977			100,565			(121,691	)		216,312
Provision for income taxes		(26,481	)		(34,502	)		(19,349	)		―			(80,332	)
Net income	$	135,980		$	40,475		$	81,216		$	(121,691	)	$	135,980

Supplemental Condensed Consolidating Balance Sheets [Table Text Block]

	September 30, 2016
	CalAtlantic Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and equivalents	$	118,170	$	30,931	$	34,932	$	―		$	184,033
Restricted cash		―		―		29,796		―			29,796
Intercompany receivables		2,110,248		―		235,105		(2,345,353	)		―
Inventories:
Owned		2,850,899		2,350,260		1,331,888		―			6,533,047
Not owned		38,300		32,841		4,343		―			75,484
Investments in unconsolidated joint ventures		4,358		4,696		130,319		―			139,373
Investments in subsidiaries		1,855,517		―		―		(1,855,517	)		―
Deferred income taxes, net		342,413		―		―		(18,458	)		323,955
Goodwill and other intangibles, net		970,185		―		―		―			970,185
Other assets		62,148		44,449		2,751		―			109,348
Total Homebuilding Assets		8,352,238		2,463,177		1,769,134		(4,219,328	)		8,365,221
Financial Services:
Cash and equivalents		―		―		30,241		―			30,241
Restricted cash		―		―		21,799		―			21,799
Mortgage loans held for sale, net		―		―		171,262		―			171,262
Mortgage loans held for investment, net		―		―		24,450		―			24,450
Other assets		―		―		21,131		(1,643	)		19,488
Total Financial Services Assets		―		―		268,883		(1,643	)		267,240
Total Assets	$	8,352,238	$	2,463,177	$	2,038,017	$	(4,220,971	)	$	8,632,461
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	99,023	$	78,204	$	27,576	$	―		$	204,803
Accrued liabilities and intercompany payables		306,603		1,408,418		949,122		(2,130,349	)		533,794
Revolving credit facility		146,000		―		―		―			146,000
Secured project debt and other notes payable		272,378		―		3,657		(235,105	)		40,930
Senior notes payable		3,393,799		―		―		―			3,393,799
Total Homebuilding Liabilities		4,217,803		1,486,622		980,355		(2,365,454	)		4,319,326
Financial Services:
Accounts payable and other liabilities		―		―		16,802		―			16,802
Mortgage credit facilities		―		―		161,898		―			161,898
Total Financial Services Liabilities		―		―		178,700		―			178,700
Total Liabilities		4,217,803		1,486,622		1,159,055		(2,365,454	)		4,498,026
Equity:
Total Equity		4,134,435		976,555		878,962		(1,855,517	)		4,134,435
Total Liabilities and Equity	$	8,352,238	$	2,463,177	$	2,038,017	$	(4,220,971	)	$	8,632,461

	December 31, 2015
	CalAtlantic Group, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and equivalents	$	6,387	$	112,852	$	31,837	$	―		$	151,076
Restricted cash		―		―		35,990		―			35,990
Intercompany receivables		2,380,899		―		152,505		(2,533,404	)		―
Inventories:
Owned		2,524,927		2,304,305		1,240,727		―			6,069,959
Not owned		32,393		38,925		11,928		―			83,246
Investments in unconsolidated joint ventures		5,353		4,330		123,080		―			132,763
Investments in subsidiaries		1,644,453		―		―		(1,644,453	)		―
Deferred income taxes, net		405,945		―		―		(9,751	)		396,194
Goodwill		933,360		―		―		―			933,360
Other assets		67,578		48,027		3,163		―			118,768
Total Homebuilding Assets		8,001,295		2,508,439		1,599,230		(4,187,608	)		7,921,356
Financial Services:
Cash and equivalents		―		―		35,518		―			35,518
Restricted cash		―		―		22,914		―			22,914
Mortgage loans held for sale, net		―		―		325,770		―			325,770
Mortgage loans held for investment, net		―		―		22,704		―			22,704
Other assets		―		―		18,886		(1,643	)		17,243
Total Financial Services Assets		―		―		425,792		(1,643	)		424,149
Total Assets	$	8,001,295	$	2,508,439	$	2,025,022	$	(4,189,251	)	$	8,345,505
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	91,873	$	82,906	$	16,902	$	―		$	191,681
Accrued liabilities and intercompany payables		415,803		1,538,096		903,761		(2,378,867	)		478,793
Secured project debt and other notes payable		170,167		―		4,061		(148,545	)		25,683
Senior notes payable		3,462,016		―		―		―			3,462,016
Total Homebuilding Liabilities		4,139,859		1,621,002		924,724		(2,527,412	)		4,158,173
Financial Services:
Accounts payable and other liabilities		―		―		39,860		(17,386	)		22,474
Mortgage credit facilities		―		―		303,422		―			303,422
Total Financial Services Liabilities		―		―		343,282		(17,386	)		325,896
Total Liabilities		4,139,859		1,621,002		1,268,006		(2,544,798	)		4,484,069
Equity:
Total Equity		3,861,436		887,437		757,016		(1,644,453	)		3,861,436
Total Liabilities and Equity	$	8,001,295	$	2,508,439	$	2,025,022	$	(4,189,251	)	$	8,345,505

Supplemental Condensed Consolidating Statements of Cash Flows [Table Text Block]

	Nine Months Ended September 30, 2016
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(49,169	)	$	16,087		$	200,744		$	―		$	167,662
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		(235	)		(192	)		(26,573	)		―			(27,000	)
Distributions of capital from unconsolidated homebuilding joint ventures		1,107			333			22,287			―			23,727
Loan to parent and subsidiaries		―			―			(88,800	)		88,800			―
Other investing activities		(325	)		(1,958	)		(3,106	)		―			(5,389	)
Net cash provided by (used in) investing activities		547			(1,817	)		(96,192	)		88,800			(8,662	)
Cash Flows From Financing Activities:
Change in restricted cash		―			―			7,309			―			7,309
Borrowings from revolving credit facility		1,008,000			―			―			―			1,008,000
Principal payments on revolving credit facility		(862,000	)		―			―			―			(862,000	)
Principal payments on secured project debt and other notes payable		(9,985	)		―			(404	)		―			(10,389	)
Principal payments on senior notes payable		(280,000	)		―			―			―			(280,000	)
Proceeds from the issuance of senior notes payable		300,000			―			―			―			300,000
Payment of debt issue costs		(2,657	)		―			―			―			(2,657	)
Loan from subsidiary		88,800			―			―			(88,800	)		―
Net proceeds from (payments on) mortgage credit facilities		―			―			(141,524	)		―			(141,524	)
(Contributions to) distributions from Corporate and subsidiaries		18,350			―			(18,350	)		―			―
Repurchases of common stock		(137,464	)		―			―			―			(137,464	)
Common stock dividend payments		(14,264	)		―			―			―			(14,264	)
Issuance of common stock under employee stock plans, net of tax withholdings		1,868			―			―			―			1,868
Other financing activities		―			(199	)		―			―			(199	)
Intercompany advances, net		49,757			(95,992	)		46,235			―			―
Net cash provided by (used in) financing activities		160,405			(96,191	)		(106,734	)		(88,800	)		(131,320	)
Net increase (decrease) in cash and equivalents		111,783			(81,921	)		(2,182	)		―			27,680
Cash and equivalents at beginning of period		6,387			112,852			67,355			―			186,594
Cash and equivalents at end of period	$	118,170		$	30,931		$	65,173		$	―		$	214,274

	Nine Months Ended September 30, 2015
	CalAtlantic Group, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated CalAtlantic Group, Inc.
	(Dollars in thousands)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(116,827	)	$	(14,645	)	$	(84,358	)	$	―		$	(215,830	)
Cash Flows From Investing Activities:
Investments in unconsolidated homebuilding joint ventures		―			―			(83,288	)		―			(83,288	)
Distributions of capital from unconsolidated homebuilding joint ventures		―			―			10,289			―			10,289
Loan to parent and subsidiaries		―			―			80,000			(80,000	)		―
Other investing activities		(2,308	)		(1,605	)		(7,803	)		―			(11,716	)
Net cash provided by (used in) investing activities		(2,308	)		(1,605	)		(802	)		(80,000	)		(84,715	)
Cash Flows From Financing Activities:
Change in restricted cash		―			―			1,047			―			1,047
Borrowings from revolving credit facility		491,400			―			―			―			491,400
Principal payments on revolving credit facility		(222,700	)		―			―			―			(222,700	)
Principal payments on secured project debt and other notes payable		―			―			(569	)		―			(569	)
Principal payments on senior notes payable		(29,789	)											(29,789	)
Net proceeds from (payments on) mortgage credit facilities		―			―			(90,554	)		80,000			(10,554	)
(Contributions to) distributions from Corporate and subsidiaries		14,373			(31,719	)		17,346			―			―
Repurchases of common stock		(22,073	)		―			―			―			(22,073	)
Issuance of common stock under employee stock plans, net of tax withholdings		(461	)		―			―			―			(461	)
Excess tax benefits from share-based payment arrangements		8,573			―			―			―			8,573
Intercompany advances, net		(192,076	)		56,711			135,365			―			―
Net cash provided by (used in) financing activities		47,247			24,992			62,635			80,000			214,874
Net increase (decrease) in cash and equivalents		(71,888	)		8,742			(22,525	)		―			(85,671	)
Cash and equivalents at beginning of period		133,304			1,061			78,028			―			212,393
Cash and equivalents at end of period	$	61,416		$	9,803		$	55,503		$	―		$	126,722

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Note 3 - Business Acquisition (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Sep. 30, 2016	Oct. 01, 2015	Sep. 30, 2015
The Ryland Group, Inc. [Member] | 1.625% Convertible Senior Notes due May 2018 [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Conversion Feature		$ 93,800
Goodwill, Subsequent Recognition of Deferred Tax Asset	$ (35,900)
The Ryland Group, Inc. [Member]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net			$ 1,972,284
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Conversion Feature			93,834
Goodwill		$ 970,200	$ 970,185
1.625% Convertible Senior Notes due May 2018 [Member]
Debt Instrument, Interest Rate, Stated Percentage	1.625%	1.625%

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Note 3 - Business Acquisition - Purchase Price Allocation (Details) - The Ryland Group, Inc. [Member] - USD ($) $ in Thousands	Sep. 30, 2016	Oct. 01, 2015
Cash and cash equivalents		$ 268,517
Inventories		2,404,765
Investments in unconsolidated joint ventures		13,821
Deferred income taxes		120,615
Homebuilding other assets		77,124
Financial services assets, excluding cash		144,889
Goodwill	$ 970,200	970,185
Total assets		3,999,916
Accounts payable and accrued liabilities		(495,425)
Secured project debt and other notes payables		(22,213)
Senior notes payable		(1,291,541)
Financial services liabilities		(124,619)
Additional paid-in capital		(93,834)
Total purchase price		$ 1,972,284

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Note 3 - Business Acquisition - Summary of Unaudited Supplemental Pro Forma Operating Results (Details) - The Ryland Group, Inc. [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Home sale revenues	$ 1,318,885	$ 3,619,912
Pretax income	$ 142,352	$ 383,655

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Note 4 - Segment Reporting (Details Textual) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
North [Member] | Homebuilding [Member]
Depreciation, Depletion and Amortization	$ 1,700	$ 4,500
Southeast [Member] | Homebuilding [Member]
Depreciation, Depletion and Amortization	4,200	11,200
Southwest [Member] | Homebuilding [Member]
Depreciation, Depletion and Amortization	2,800	8,600
West [Member] | Homebuilding [Member]
Depreciation, Depletion and Amortization	7,100	18,900
Homebuilding [Member]
Goodwill	970,185	970,185		$ 933,360
North, Southeast and Southwest [Member]
Goodwill	300,000	300,000
West [Member]
Goodwill	$ 100,000	$ 100,000
Number of Operating Segments		2
Number of Reportable Segments		4
Depreciation, Depletion and Amortization		$ 43,193	$ 22,369

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Note 4 - Segment Reporting - Segment Financial Information Relating to Homebuilding Operations (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Homebuilding [Member] | North [Member]
Homebuilding revenues		$ 283,060		$ 710,889
Homebuilding pretax income	[1]	25,627		53,177
Homebuilding [Member] | Southeast [Member]
Homebuilding revenues		400,720	$ 211,759	1,065,038	$ 556,330
Homebuilding pretax income	[1]	31,303	19,379	84,125	44,909
Homebuilding [Member] | Southwest [Member]
Homebuilding revenues		389,160	155,595	1,165,797	461,304
Homebuilding pretax income	[1]	39,312	16,552	113,145	49,817
Homebuilding [Member] | West [Member]
Homebuilding revenues		598,018	284,836	1,493,279	804,466
Homebuilding pretax income	[1]	104,697	39,516	230,231	114,713
Homebuilding [Member]
Homebuilding revenues		1,670,958	652,190	4,435,003	1,822,100
Homebuilding pretax income	[1]	200,939	75,447	480,678	209,439
Homebuilding revenues		1,670,958	652,190	4,435,003	1,822,100
Homebuilding pretax income		$ 200,939	$ 75,447	$ 480,678	$ 209,439

[1] Homebuilding pretax income includes depreciation and amortization expense of $1.7 million, $ 4.2 million, $ 2.8 million and $7.1 million, respectively, in the North, Southeast, Southwest and West for the quarter ended September 30, 2016 and $4.5 million, $11.2 million, $8.6 million and $18.9 million, respectively, in the North, Southeast, Southwest and West for the nine months ended September 30, 2016.

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Note 4 - Segment Reporting - Segment Financial Information Relating to Homebuilding Assets and Investments in Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands		Sep. 30, 2016	Dec. 31, 2015
Homebuilding [Member] | North [Member]
Assets		$ 1,158,975
Homebuilding [Member] | Southeast [Member]
Assets		2,189,173
Homebuilding [Member] | Southwest [Member]
Assets		1,874,226
Homebuilding [Member] | West [Member]
Assets		2,613,248
Homebuilding [Member] | Corporate, Non-Segment [Member]
Assets	[1]	529,599
Homebuilding [Member]
Assets		8,365,221	$ 7,921,356
Assets		$ 8,632,461	$ 8,345,505

[1] The assets in our Corporate Segment include cash and cash equivalents and our deferred tax asset, and at December 31, 2015 included $0.9 billion of goodwill recorded in connection with our merger with Ryland. During the 2016 second quarter, recorded goodwill was allocated to the Company's reporting units (as of September 30, 2016, approximately $0.3 billion was included in each of the North, Southeast and Southwest segments, and approximately $0.1 billion was included in the West segment).

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Note 5 - Earnings Per Common Share - Components Used in Computation of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
1.625% Convertible Senior Notes due May 2018 [Member]
Effect of dilutive securities:
Interest on convertible senior notes	$ 91		$ 1,088
Interest on convertible senior notes (in shares)	7,165,845		7,165,845
0.25% Convertible Senior Notes Due June 2019 [Member]
Effect of dilutive securities:
Interest on convertible senior notes	$ 82		$ 984
Interest on convertible senior notes (in shares)	3,638,080		3,638,080
1.25% Convertible Senior Notes Due August 2032 [Member]
Effect of dilutive securities:
Interest on convertible senior notes	$ 62	$ 41	$ 744	$ 490
Interest on convertible senior notes (in shares)	6,290,997	6,262,570	6,290,997	6,262,570
Net income	$ 132,348	$ 47,177	$ 317,769	$ 135,980
Less: Net income allocated to preferred shareholder		(11,342)		(32,818)
Less: Net income allocated to unvested restricted stock	(294)	(93)	(635)	(274)
Net income available to common stockholders for basic earnings per common share	132,054	35,742	317,134	102,888
Net income allocated to preferred shareholder		11,342		32,818
Net income available to common and preferred stock for diluted earnings per share	$ 132,289	$ 47,125	$ 319,950	$ 136,196
Basic (in shares)	118,338,891	55,345,443	119,188,145	55,059,683
Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive) (in shares)		17,562,557		17,562,557
Total weighted average common shares outstanding if preferred shares converted to common shares (in shares)	118,338,891	72,908,000	119,188,145	72,622,240
Share-based awards (in shares)	643,602	684,511	605,860	830,501
Weighted average diluted shares outstanding (in shares)	136,077,415	79,855,081	136,888,927	79,715,311
Income Per Common Share:
Basic (in dollars per share)	$ 1.12	$ 0.65	$ 2.66	$ 1.87
Diluted (in dollars per share)	$ 0.97	$ 0.59	$ 2.34	$ 1.71

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Note 5 - Earnings Per Common Share - Components Used in Computation of Basic and Diluted Earnings Per Common Share (Details) (Parentheticals)	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015
1.625% Convertible Senior Notes due May 2018 [Member]
Debt Instrument, Interest Rate, Stated Percentage	1.625%	1.625%
0.25% Convertible Senior Notes Due June 2019 [Member]
Debt Instrument, Interest Rate, Stated Percentage	0.25%
1.25% Convertible Senior Notes Due August 2032 [Member]
Debt Instrument, Interest Rate, Stated Percentage	1.25%		1.25%

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Note 6 - Stock-based Compensation (Details Textual) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Allocated Share-based Compensation Expense	$ 3.7	$ 3.5	$ 11.2	$ 8.6
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 23.7		$ 23.7
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			2 years

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Note 7 - Cash and Equivalents and Restricted Cash (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Cash From Home Closings in Escrow [Member]
Cash and Cash Equivalents, at Carrying Value	$ 116,500
Held in Cash Collateral Accounts [Member] | Homebuilding [Member]
Restricted Cash and Cash Equivalents	29,800
Held in Cash Collateral Accounts [Member] | Financial Services [Member]
Restricted Cash and Cash Equivalents	17,700
Financial Service Subsidiary Mortgage Credit Facilities [Member] | Financial Services [Member]
Restricted Cash and Cash Equivalents	3,500
Funds Held in Trust for Third Parties [Member] | Financial Services [Member]
Restricted Cash and Cash Equivalents	600
Homebuilding [Member]
Cash and Cash Equivalents, at Carrying Value	184,033	$ 151,076
Restricted Cash and Cash Equivalents	29,796	35,990
Financial Services [Member]
Cash and Cash Equivalents, at Carrying Value	30,241	35,518
Restricted Cash and Cash Equivalents	21,799	22,914
Cash and Cash Equivalents, at Carrying Value	$ 214,274	$ 186,594	$ 126,722	$ 212,393

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Note 8 - Marketable Securities, Available-for-sale (Details Textual)	9 Months Ended
	Sep. 30, 2016 USD ($)
Available-for-sale Securities [Member]
Marketable Securities, Unrealized Gain (Loss)	$ 348,000
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax	$ 392,000

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Note 8 - Marketable Securities, Available-for-sale - Fair Values of Marketable Securities by Type of Security (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Municipal Bond and Metropolitan District Securities [Member]
Amortized cost	$ 18,438,000	$ 19,439,000
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax	44,000	5,000
Municipal debt securities	18,482,000	$ 19,444,000
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax	392,000
Municipal debt securities	$ 18,482,000

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Note 8 - Marketable Securities, Available-for-sale - Fair Values of Marketable Securities by Contractual Maturity (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Maturing after three years	$ 18,482
Total marketable securities, available-for-sale	$ 18,482

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Note 9 - Inventories (Details Textual)	9 Months Ended		12 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Homebuilding: North [Member] | Real Estate Inventories Owned, Not Associated with an Acquisition [Member]
Inventory, Real Estate, Land Purchased During Period, Percentage of Homesites Included in a Certain Category			12.00%
Homebuilding: North [Member]
Inventory, Real Estate, Land Purchased During Period, Percentage of Homesites Included in a Certain Category	25.00%
Homebuilding Southeast [Member] | Real Estate Inventories Owned, Not Associated with an Acquisition [Member]
Inventory, Real Estate, Land Purchased During Period, Percentage of Homesites Included in a Certain Category			39.00%
Homebuilding Southeast [Member]
Inventory, Real Estate, Land Purchased During Period, Percentage of Homesites Included in a Certain Category	25.00%
Homebuilding Southwest [Member] | Real Estate Inventories Owned, Not Associated with an Acquisition [Member]
Inventory, Real Estate, Land Purchased During Period, Percentage of Homesites Included in a Certain Category			18.00%
Homebuilding Southwest [Member]
Inventory, Real Estate, Land Purchased During Period, Percentage of Homesites Included in a Certain Category	25.00%
Homebuilding: West [Member] | Real Estate Inventories Owned, Not Associated with an Acquisition [Member]
Inventory, Real Estate, Land Purchased During Period, Percentage of Homesites Included in a Certain Category			31.00%
Homebuilding: West [Member]
Inventory, Real Estate, Land Purchased During Period, Percentage of Homesites Included in a Certain Category	25.00%
Real Estate Inventories Owned, Not Associated with an Acquisition [Member]
Inventory, Real Estate, Land and Land Development Costs, Land Purchased During Period			$ 515,300,000
Inventory, Real Estate, Number of Homesites Purchased During the Period			6,631
Real Estate Inventories Owned, Associated with a Business Acquisition [Member]
Inventory, Real Estate, Number of Homesites Purchased During the Period			40,245
Impairment of Real Estate	$ 0	$ 0
Inventory, Real Estate, Land and Land Development Costs, Land Purchased During Period	$ 680,900,000
Inventory, Real Estate, Number of Homesites Purchased During the Period	10,048
Number of Active and Future Projects Owned	879	380

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Note 9 - Inventories - Inventories Owned (Details) - USD ($) $ in Thousands		Sep. 30, 2016	Dec. 31, 2015
Homebuilding: North [Member]
Land and land under development	[1]	$ 441,119	$ 370,584
Homes completed and under construction		341,535	266,967
Model homes		76,905	66,100
Total inventories owned		859,559	703,651
Homebuilding Southeast [Member]
Land and land under development	[1]	1,121,369	1,169,350
Homes completed and under construction		651,531	464,668
Model homes		131,147	119,283
Total inventories owned		1,904,047	1,753,301
Homebuilding Southwest [Member]
Land and land under development	[1]	631,520	687,792
Homes completed and under construction		713,662	599,183
Model homes		115,784	113,549
Total inventories owned		1,460,966	1,400,524
Homebuilding: West [Member]
Land and land under development	[1]	1,258,888	1,318,563
Homes completed and under construction		874,834	708,779
Model homes		174,753	185,141
Total inventories owned		2,308,475	2,212,483
Land and land under development	[1]	3,452,896	3,546,289
Homes completed and under construction		2,581,562	2,039,597
Model homes		498,589	484,073
Total inventories owned		$ 6,533,047	$ 6,069,959

[1] During the nine months ended September 30, 2016, we purchased $680.9 million of land (10,048 homesites), of which 25% (based on homesites) were located in the North, 25% in the Southeast, 25% in the Southwest, and 25% in the West. During the year ended December 31, 2015, we purchased $515.3 million of land (6,631 homesites) and acquired an additional 40,245 homesites as a result of the merger with Ryland. The homesites we purchased during 2015, other than through the merger, were located as follows: 12% (based on homesites) were located in the North, 39% in the Southeast, 18% in the Southwest, and 31% in the West.

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Note 10 - Capitalization of Interest (Details Textual) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015
1.625% Convertible Senior Notes due May 2018 [Member]
Debt Instrument, Increase (Decrease) In Interest Incurred, Net of Interest Capitalized, Valuation of Business Combination		$ 9.0
Debt Instrument, Interest Rate, Stated Percentage	1.625%	1.625%	1.625%
Capitalized Interest Transferred from Investments in Unconsolidated Joint Ventures to Inventories Owned	$ 1.6	$ 2.1

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Note 10 - Capitalization of Interest - Homebuilding Capitalized Interest (Details) - USD ($)		3 Months Ended				9 Months Ended
		Sep. 30, 2016		Sep. 30, 2015		Sep. 30, 2016		Sep. 30, 2015		Dec. 31, 2015
Total interest incurred	[1]	$ 56,872,000		$ 42,304,000		$ 175,207,000		$ 125,964,000
Less: Interest capitalized to inventories owned	[1]	(55,761,000)		(41,611,000)		(172,170,000)		(124,520,000)
Less: Interest capitalized to investments in unconsolidated joint ventures		(1,111,000)		(693,000)		(3,037,000)		(1,444,000)
Interest previously capitalized to inventories owned, included in cost of home sales		44,636,000		30,275,000		115,367,000		87,721,000
Interest previously capitalized to inventories owned, included in cost of land sales		115,000		3,048,000		1,596,000		4,803,000
Interest previously capitalized to investments in unconsolidated joint ventures, included in income (loss) from unconsolidated joint ventures		613,000				613,000
Interest capitalized in ending inventories owned	[2]	$ 362,807,000		$ 307,603,000		$ 362,807,000		$ 307,603,000
Interest capitalized as a percentage of inventories owned		5.60%		8.10%		5.60%		8.10%
Interest Capitalized in Ending Investments in Unconsolidated Joint Ventures		$ 3,224,000	[2]	$ 2,109,000	[2]	$ 3,224,000	[2]	$ 2,109,000	[2]	$ 2,900,000
Interest capitalized as a percentage of investments in unconsolidated joint ventures		2.30%		1.70%		2.30%		1.70%

[1] Total interest incurred and interest capitalized to inventories owned during the nine months ended September 30, 2016 includes a $9 million increase related to the valuation of the 1.625% convertible senior notes that was completed during the 2016 first quarter. Please see Note 3 for further discussion.

[2] During the three and nine months ended September 30, 2016, in connection with lot purchases from our joint ventures, $1.6 million and $2.1 million, respectively, of capitalized interest was transferred from investments in unconsolidated joint ventures to inventories owned.

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Note 11 - Investments in Unconsolidated Land Development and Homebuilding Joint Ventures (Details Textual) - USD ($)		3 Months Ended				9 Months Ended
		Sep. 30, 2016		Sep. 30, 2015		Sep. 30, 2016		Sep. 30, 2015		Dec. 31, 2015
West [Member]
Income (Loss) from Equity Method Investments						$ 800,000
Asset Impairment Charges		$ 1,000,000				1,000,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures		127,600,000				127,600,000				$ 121,300,000
Southwest [Member]
Income (Loss) from Equity Method Investments						900,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures		5,900,000				5,900,000				5,600,000
Southeast [Member]
Income (Loss) from Equity Method Investments						400,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures		300,000				300,000				300,000
North [Member]
Income (Loss) from Equity Method Investments						500,000
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures		5,600,000				5,600,000				5,600,000
Income (Loss) from Equity Method Investments		1,231,000		$ 121,000		2,643,000		$ (381,000)
Asset Impairment Charges								0
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	[1]	139,373,000				139,373,000				132,763,000
Interest Capitalized in Ending Investments in Unconsolidated Joint Ventures		$ 3,224,000	[2]	$ 2,109,000	[2]	$ 3,224,000	[2]	$ 2,109,000	[2]	$ 2,900,000

[1] As of September 30, 2016, our investments in unconsolidated joint ventures consisted of $127.6 million, $5.9 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively. As of December 31, 2015, our investments in unconsolidated joint ventures consisted of $121.3 million, $5.6 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively.

[2] During the three and nine months ended September 30, 2016, in connection with lot purchases from our joint ventures, $1.6 million and $2.1 million, respectively, of capitalized interest was transferred from investments in unconsolidated joint ventures to inventories owned.

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Note 11 - Investments in Unconsolidated Land Development and Homebuilding Joint Ventures - Combined Statements of Operations for Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues			$ 27,426	$ 22,350
Cost of sales and expenses			(17,791)	(25,444)
Income (loss) of unconsolidated joint ventures			9,635	(3,094)
Income (Loss) from Equity Method Investments	$ 1,231	$ 121	$ 2,643	$ (381)

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Note 11 - Investments in Unconsolidated Land Development and Homebuilding Joint Ventures - Combined Balance Sheets for Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands		Sep. 30, 2016	Dec. 31, 2015
Assets:
Cash		$ 33,799	$ 34,893
Inventories		600,056	510,502
Other assets		11,872	14,540
Total assets		645,727	559,935
Liabilities and Equity:
Accounts payable and accrued liabilities		37,176	26,571
Equity Method Investment, Summarized Financial Information, Non-recourse Debt		30,683	33,704
CalAtlantic equity		159,214	130,750
Other members' equity		418,654	368,910
Total liabilities and equity		645,727	559,935
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	[1]	$ 139,373	$ 132,763

[1] As of September 30, 2016, our investments in unconsolidated joint ventures consisted of $127.6 million, $5.9 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively. As of December 31, 2015, our investments in unconsolidated joint ventures consisted of $121.3 million, $5.6 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively.

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Note 12 - Warrany Costs - Warranty Costs Accrual (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Warranty accrual	$ 40,691	$ 13,584
Warranty costs accrued during the period	16,903	7,403
Warranty costs paid during the period	(15,088)	(7,119)
Warranty accrual	$ 42,506	$ 13,868

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Note 13 - Revolving Credit Facility and Letter of Credit Facilities (Details Textual) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($)
Unsecured Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	1.75%
Unsecured Revolving Credit Facility [Member]
Line of Credit Facility, Current Borrowing Capacity	$ 750.0
Line of Credit Facility, Maximum Borrowing Capacity	1,200.0
Line of Credit Facility Covenant, Minimum Tangible Net Worth Requirement	$ 1,650.0
Line of Credit Facility Covenant, Maximum Leverage Ratio	2
Line of Credit Facility Covenant, Minimum Interest Coverage Ratio	1.25
Long-term Line of Credit	$ 146.0
Letters of Credit Outstanding, Amount	112.9
Line of Credit Facility, Remaining Borrowing Capacity	491.1
Letter of Credit [Member] | Four Committed Letter of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity	48.0
Letter of Credit [Member]
Line of Credit Facility, Current Borrowing Capacity	$ 350.0
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	0.53%
Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	3.50%
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	0.75%
Four Committed Letter of Credit [Member]
Letters of Credit Outstanding, Amount	$ 28.2
Cash Collateral Deposits	$ 28.7

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Note 14 - Secured Project Debt and Other Notes Payable (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Homebuilding [Member]
Secured Debt	$ 40,930	$ 25,683

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Note 15 - Senior Notes Payable (Details Textual) - USD ($)	3 Months Ended	9 Months Ended
	Jun. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
1.625% Convertible Senior Notes due May 2018 [Member]
Debt Instrument, Interest Rate, Stated Percentage		1.625%		1.625%
Debt Instrument, Convertible, Conversion Ratio		31.8482
Debt Instrument, Convertible Principal Amount used in Conversion Rate Calculation		$ 1,000
Debt Instrument, Convertible, Conversion Price		$ 31.40
0.25% Convertible Senior Notes Due June 2019 [Member]
Debt Instrument, Interest Rate, Stated Percentage		0.25%
Debt Instrument, Convertible, Conversion Ratio		13.6003
Debt Instrument, Convertible Principal Amount used in Conversion Rate Calculation		$ 1,000
Debt Instrument, Convertible, Conversion Price		$ 73.53
Debt Instrument, Convertible, Threshold Trading Days		20
Debt Instrument, Convertible, Threshold Consecutive Trading Days		30 days
Debt Instrument, Convertible, Condition of Redemption, Stock Price Threshold, Trading Period, Number of Trading Days, Number of Trading Days Immediately Preceding the Date On Which Notice of Redemption is Provided		5
Debt Instrument, Convertible, Condition of Redemption, Stock Price Threshold		130.00%
Debt Instrument, Redemption Price, Percentage		100.00%
1.25% Convertible Senior Notes Due August 2032 [Member]
Debt Instrument, Interest Rate, Stated Percentage		1.25%	1.25%
Debt Instrument, Convertible, Conversion Ratio		24.8656
Debt Instrument, Convertible Principal Amount used in Conversion Rate Calculation		$ 1,000
Debt Instrument, Convertible, Conversion Price		$ 40.22
Debt Instrument, Redemption Price, Percentage		100.00%
5.25% Senior Notes due June 2026 [Member]
Debt Instrument, Interest Rate, Stated Percentage	5.25%
Proceeds from Issuance of Senior Long-term Debt	$ 300,000,000
2016 Notes [Member]
Debt Instrument, Interest Rate, Stated Percentage		10.75%
Repayments of Senior Debt		$ 280,000,000
Proceeds from Issuance of Senior Long-term Debt		300,000,000
Repayments of Senior Debt		$ 280,000,000	$ 29,789,000

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Note 15 - Senior Notes Payable - Senior Notes Payable (Details) - Homebuilding [Member] - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
2016 Notes [Member]
Senior notes		$ 275,845
8.4% Senior Notes Due May 2017 [Member]
Senior notes	238,625	248,975
8.375% Senior Notes Due May 2018 [Member]
Senior notes	574,397	574,058
1.625% Convertible Senior Notes due May 2018 [Member]
Senior notes	219,396	301,754
0.25% Convertible Senior Notes Due June 2019 [Member]
Senior notes	252,357	248,098
6.625% Senior Notes due May 2020 [Member]
Senior notes	321,402	325,882
8.375% Senior Notes Due January 2021 [Member]
Senior notes	394,970	394,152
6.25% Senior Notes Due December 15, 2021 [Member]
Senior notes	297,504	297,148
5.375% Senior Notes Due October 2022 [Member]
Senior notes	249,197	249,096
5.875% Senior Notes Due November 2024 [Member]
Senior notes	296,886	296,598
5.25% Senior Notes due June 2026 [Member]
Senior notes	297,428
1.25% Convertible Senior Notes Due August 2032 [Member]
Senior notes	251,637	250,410
Senior notes	$ 3,393,799	$ 3,462,016

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Note 15 - Senior Notes Payable - Senior Notes Payable (Details) (Parentheticals)	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015
Homebuilding [Member] | 2016 Notes [Member]
Interest rate	10.75%			10.75%
Homebuilding [Member] | 8.4% Senior Notes Due May 2017 [Member]
Interest rate	8.40%			8.40%
Homebuilding [Member] | 8.375% Senior Notes Due May 2018 [Member]
Interest rate	8.375%			8.375%
Homebuilding [Member] | 1.625% Convertible Senior Notes due May 2018 [Member]
Interest rate	1.625%			1.625%
Homebuilding [Member] | 0.25% Convertible Senior Notes Due June 2019 [Member]
Interest rate	0.25%			0.25%
Homebuilding [Member] | 6.625% Senior Notes due May 2020 [Member]
Interest rate	6.625%			6.625%
Homebuilding [Member] | 8.375% Senior Notes Due January 2021 [Member]
Interest rate	8.375%			8.375%
Homebuilding [Member] | 6.25% Senior Notes Due December 15, 2021 [Member]
Interest rate	6.25%			6.25%
Homebuilding [Member] | 5.375% Senior Notes Due October 2022 [Member]
Interest rate	5.375%			5.375%
Homebuilding [Member] | 5.875% Senior Notes Due November 2024 [Member]
Interest rate	5.875%			5.875%
Homebuilding [Member] | 5.25% Senior Notes due June 2026 [Member]
Interest rate	5.25%
Homebuilding [Member] | 1.25% Convertible Senior Notes Due August 2032 [Member]
Interest rate	1.25%			1.25%
2016 Notes [Member]
Interest rate	10.75%
1.625% Convertible Senior Notes due May 2018 [Member]
Interest rate	1.625%		1.625%
0.25% Convertible Senior Notes Due June 2019 [Member]
Interest rate	0.25%
5.25% Senior Notes due June 2026 [Member]
Interest rate		5.25%
1.25% Convertible Senior Notes Due August 2032 [Member]
Interest rate	1.25%				1.25%

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Note 16 - Preferred Stock (Details Textual) - shares	Sep. 30, 2016	Dec. 31, 2015	Oct. 01, 2015	Sep. 30, 2015
Owned by Matlin Patterson [Member] | Series B Preferred Stock [Member]
Preferred Stock, Shares Outstanding	0
Owned by Matlin Patterson [Member]
Common Stock, Shares, Outstanding	42,800,000			126,400,000
Outstanding Common Stock Ownership Percentage	37.00%			59.00%
Convertible Preferred Stock, Shares Issued upon Conversion			17,600,000
Preferred Stock, Shares Outstanding	0	0
Common Stock, Shares, Outstanding	117,348,095	121,286,153

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Note 17 - Mortgage Credit Facility (Details Textual) - Financial Services [Member] - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Repurchase Facility [Member] | First Lender [Member] | Maturing January 2017 [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 300,000
Standard Pacific [Member]
Cash Collateral for Borrowed Securities	3,500
Warehouse Agreement Borrowings	$ 161,898	$ 303,422

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Note 18 - Disclosures About Fair Value - Fair Value of Mortgage Loans (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Inputs, Level 2 [Member] | US States and Political Subdivisions Debt Securities [Member]
Marketable securities, available-for-sale
Municipal debt securities	$ 9,771	$ 9,734
Fair Value, Inputs, Level 2 [Member]
Marketable securities, available-for-sale
Mortgage loans held for sale	173,568	328,835
Fair Value, Inputs, Level 3 [Member] | Metropolitan District Bond Securities [Member]
Marketable securities, available-for-sale
Municipal debt securities	8,711	$ 9,710
Municipal debt securities	$ 18,482

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Note 18 - Disclosures About Fair Value - Carrying Values and Estimated Fair Value of Other Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Inputs, Level 2 [Member] | Financial Services [Member]
Mortgage loans held for investment, net	$ 24,450	$ 22,704
Senior notes payable	24,450	22,704
Fair Value, Inputs, Level 2 [Member] | Homebuilding [Member]
Senior and convertible senior notes payable, net	3,393,799	3,462,016
Senior and convertible senior notes payable, net	3,677,455	3,675,276
Financial Services [Member]
Mortgage loans held for investment, net	24,450	22,704
Homebuilding [Member]
Senior notes payable	$ 3,393,799	$ 3,462,016

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Note 19 - Commitments and Contingencies (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Mortgage Loans in Process [Member]
Mortgage Loans Expected to be Originated on a Non-presold Basis	$ 238,500,000
Nonrefundable Cash Deposits	67,800,000
Capitalized Preacquisition and Other Development and Construction Costs	11,800,000
Outstanding Joint Venture Surety Bonds	0
Remaining Purchase Price of Land Purchase and Option Contracts	$ 790,600,000
Number of Joint Ventures the Company Holds Membership Interest In	27
Mortgage Loan Loss Expense Provision	$ 100,000	$ 100,000
Number of Active Joint Ventures	13
Number of Inactive Joint Ventures	14
Number of Joint Ventures Having Project Specific Non-recourse Debt to the Company	2
Equity Method Investment, Summarized Financial Information, Non-recourse Debt	$ 30,683,000		$ 33,704,000
Outstanding Surety Bonds	841,300,000
Surety Bonds Cost to Complete	390,200,000
Mortgage Loans in Process	$ 266,600,000
Mortgage Loans in Process, Interest Rate	3.50%
Loans Receivable Held-for-sale, Net, Not Part of Disposal Group, Mortgage	$ 168,600,000
Mortgage Loans Committed to Sell to Investors	28,100,000
Mortgage Loan Repurchase Reserve	3,500,000
Mortgage Loan Repurchase Payments	300,000	$ 100,000
Insurance and Litigation Accruals	$ 130,500,000		$ 125,300,000

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Note 20 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
State and Local Net Operating Loss Carryforwards Limited to Shorter Carryforward Periods [Member]
Deferred Tax Assets, Gross	$ 325,400		$ 325,400
Deferred Tax Assets, Valuation Allowance	1,400		$ 1,400
Earliest Tax Year [Member]
Open Tax Year			2011
Latest Tax Year [Member]
Open Tax Year			2015
Income Tax Expense (Benefit)	78,398	$ 31,117	$ 187,798	$ 80,332
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	210,746	$ 78,294	505,567	$ 216,312
Deferred Tax Assets, Operating Loss Carryforwards	136,900		136,900
Deferred Tax Assets, Operating Loss Carry-forwards, Federal And State, Subject to Gross Annual Limitation	119,600		119,600
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	17,300		17,300
Deferred Tax Assets, Other	188,500		188,500
Unrecognized Tax Benefits	$ 12,200		$ 12,200		$ 10,600

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Note 21 - Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows - Supplemental Disclosures of Cash Flows Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Supplemental Disclosures of Cash Flow Information:
Income taxes	$ 150,822	$ 66,310
Supplemental Disclosures of Noncash Activities:
Increase in secured project debt related to seller financed inventory purchases	$ 25,625	$ 1,725

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Note 22 - Supplemental Guarantor Information - Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Parent Company [Member]
Homebuilding revenues	$ 707,397	$ 172,420	$ 1,817,935	$ 500,500
Cost of sales	(561,856)	(132,775)	(1,451,579)	(380,929)
Gross margin	145,541	39,645	366,356	119,571
Selling, general and administrative expenses	(75,217)	(21,582)	(201,503)	(69,121)
Income (Loss) from Equity Method Investments	(717)	14	29	36
Equity income of subsidiaries	95,380	48,155	229,414	121,691
Interest income (expense), net	1,075	3,109	3,685	9,507
Other income (expense)	(3,602)	(11,782)	(10,885)	(19,223)
Homebuilding pretax income	162,460	57,559	387,096	162,461
Financial services pretax income
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	162,460	57,559	387,096	162,461
Provision for income taxes	(30,112)	(10,382)	(69,327)	(26,481)
Net income	132,348	47,177	317,769	135,980
Guarantor Subsidiaries [Member]
Homebuilding revenues	656,095	296,420	1,866,598	840,513
Cost of sales	(520,810)	(226,945)	(1,486,644)	(646,798)
Gross margin	135,285	69,475	379,954	193,715
Selling, general and administrative expenses	(75,834)	(37,660)	(220,595)	(110,934)
Income (Loss) from Equity Method Investments	44		444
Equity income of subsidiaries
Interest income (expense), net	(886)	(2,160)	(2,785)	(7,369)
Other income (expense)	(762)	(212)	(1,241)	(435)
Homebuilding pretax income	57,847	29,443	155,777	74,977
Financial services pretax income
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	57,847	29,443	155,777	74,977
Provision for income taxes	(23,111)	(13,931)	(66,659)	(34,502)
Net income	34,736	15,512	89,118	40,475
Non-Guarantor Subsidiaries [Member]
Homebuilding revenues	307,466	183,350	750,470	481,087
Cost of sales	(213,600)	(132,714)	(533,543)	(348,571)
Gross margin	93,866	50,636	216,927	132,516
Selling, general and administrative expenses	(19,764)	(14,018)	(51,112)	(39,185)
Income (Loss) from Equity Method Investments	1,904	107	2,170	(417)
Equity income of subsidiaries
Interest income (expense), net	(189)	(949)	(900)	(2,138)
Other income (expense)	195	824	134	2,916
Homebuilding pretax income	76,012	36,600	167,219	93,692
Financial services pretax income	9,807	2,847	24,889	6,873
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	85,819	39,447	192,108	100,565
Provision for income taxes	(25,175)	(6,804)	(51,812)	(19,349)
Net income	60,644	32,643	140,296	81,216
Consolidation, Eliminations [Member]
Homebuilding revenues
Cost of sales
Gross margin
Selling, general and administrative expenses
Income (Loss) from Equity Method Investments
Equity income of subsidiaries	(95,380)	(48,155)	(229,414)	(121,691)
Interest income (expense), net
Other income (expense)
Homebuilding pretax income	(95,380)	(48,155)	(229,414)	(121,691)
Financial services pretax income
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(95,380)	(48,155)	(229,414)	(121,691)
Provision for income taxes
Net income	(95,380)	(48,155)	(229,414)	(121,691)
Homebuilding revenues	1,670,958	652,190	4,435,003	1,822,100
Cost of sales	(1,296,266)	(492,434)	(3,471,766)	(1,376,298)
Gross margin	374,692	159,756	963,237	445,802
Selling, general and administrative expenses	(170,815)	(73,260)	(473,210)	(219,240)
Income (Loss) from Equity Method Investments	1,231	121	2,643	(381)
Equity income of subsidiaries
Interest income (expense), net
Other income (expense)	(4,169)	(11,170)	(11,992)	(16,742)
Homebuilding pretax income	200,939	75,447	480,678	209,439
Financial services pretax income	9,807	2,847	24,889	6,873
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	210,746	78,294	505,567	216,312
Provision for income taxes	(78,398)	(31,117)	(187,798)	(80,332)
Net income	$ 132,348	$ 47,177	$ 317,769	$ 135,980

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Note 22 - Supplemental Guarantor Information - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands		Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Homebuilding [Member] | Parent Company [Member]
Cash and Cash Equivalents, at Carrying Value		$ 118,170	$ 6,387
Restricted Cash and Cash Equivalents
Intercompany receivables		2,110,248	2,380,899
Owned		2,850,899	2,524,927
Not owned		38,300	32,393
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures		4,358	5,353
Investments in subsidiaries		1,855,517	1,644,453
Deferred income taxes, net		342,413	405,945
Goodwill		970,185	933,360
Other assets		62,148	67,578
Assets		8,352,238	8,001,295
Accounts payable		99,023	91,873
Accrued liabilities and intercompany payables		306,603	415,803
Revolving credit facility		146,000
Secured Debt		272,378	170,167
Senior notes payable		3,393,799	3,462,016
Total liabilities		4,217,803	4,139,859
Homebuilding [Member] | Guarantor Subsidiaries [Member]
Cash and Cash Equivalents, at Carrying Value		30,931	112,852
Restricted Cash and Cash Equivalents
Intercompany receivables
Owned		2,350,260	2,304,305
Not owned		32,841	38,925
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures		4,696	4,330
Investments in subsidiaries
Deferred income taxes, net
Goodwill
Other assets		44,449	48,027
Assets		2,463,177	2,508,439
Accounts payable		78,204	82,906
Accrued liabilities and intercompany payables		1,408,418	1,538,096
Revolving credit facility
Secured Debt
Senior notes payable
Total liabilities		1,486,622	1,621,002
Homebuilding [Member] | Non-Guarantor Subsidiaries [Member]
Cash and Cash Equivalents, at Carrying Value		34,932	31,837
Restricted Cash and Cash Equivalents		29,796	35,990
Intercompany receivables		235,105	152,505
Owned		1,331,888	1,240,727
Not owned		4,343	11,928
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures		130,319	123,080
Investments in subsidiaries
Deferred income taxes, net
Goodwill
Other assets		2,751	3,163
Assets		1,769,134	1,599,230
Accounts payable		27,576	16,902
Accrued liabilities and intercompany payables		949,122	903,761
Revolving credit facility
Secured Debt		3,657	4,061
Senior notes payable
Total liabilities		980,355	924,724
Homebuilding [Member] | Consolidation, Eliminations [Member]
Cash and Cash Equivalents, at Carrying Value
Restricted Cash and Cash Equivalents
Intercompany receivables		(2,345,353)	(2,533,404)
Owned
Not owned
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures
Investments in subsidiaries		(1,855,517)	(1,644,453)
Deferred income taxes, net		(18,458)	(9,751)
Goodwill
Other assets
Assets		(4,219,328)	(4,187,608)
Accounts payable
Accrued liabilities and intercompany payables		(2,130,349)	(2,378,867)
Revolving credit facility
Secured Debt		(235,105)	(148,545)
Senior notes payable
Total liabilities		(2,365,454)	(2,527,412)
Homebuilding [Member]
Cash and Cash Equivalents, at Carrying Value		184,033	151,076
Restricted Cash and Cash Equivalents		29,796	35,990
Intercompany receivables
Owned		6,533,047	6,069,959
Not owned		75,484	83,246
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures		139,373	132,763
Investments in subsidiaries
Deferred income taxes, net		323,955	396,194
Goodwill		970,185	933,360
Other assets		109,348	118,768
Assets		8,365,221	7,921,356
Accounts payable		204,803	191,681
Accrued liabilities and intercompany payables		533,794	478,793
Revolving credit facility		146,000
Secured Debt		40,930	25,683
Senior notes payable		3,393,799	3,462,016
Total liabilities		4,319,326	4,158,173
Financial Services [Member] | Parent Company [Member]
Cash and Cash Equivalents, at Carrying Value
Restricted Cash and Cash Equivalents
Other assets
Assets
Mortgage loans held for sale, net
Mortgage loans held for investment, net
Total liabilities
Accounts payable and other liabilities
Warehouse Agreement Borrowings
Financial Services [Member] | Guarantor Subsidiaries [Member]
Cash and Cash Equivalents, at Carrying Value
Restricted Cash and Cash Equivalents
Other assets
Assets
Mortgage loans held for sale, net
Mortgage loans held for investment, net
Total liabilities
Accounts payable and other liabilities
Warehouse Agreement Borrowings
Financial Services [Member] | Non-Guarantor Subsidiaries [Member]
Cash and Cash Equivalents, at Carrying Value		30,241	35,518
Restricted Cash and Cash Equivalents		21,799	22,914
Other assets		21,131	18,886
Assets		268,883	425,792
Mortgage loans held for sale, net		171,262	325,770
Mortgage loans held for investment, net		24,450	22,704
Total liabilities		178,700	343,282
Accounts payable and other liabilities		16,802	39,860
Warehouse Agreement Borrowings		161,898	303,422
Financial Services [Member] | Consolidation, Eliminations [Member]
Cash and Cash Equivalents, at Carrying Value
Restricted Cash and Cash Equivalents
Other assets		(1,643)	(1,643)
Assets		(1,643)	(1,643)
Mortgage loans held for sale, net
Mortgage loans held for investment, net
Total liabilities			(17,386)
Accounts payable and other liabilities			(17,386)
Warehouse Agreement Borrowings
Financial Services [Member]
Cash and Cash Equivalents, at Carrying Value		30,241	35,518
Restricted Cash and Cash Equivalents		21,799	22,914
Other assets		19,488	17,243
Assets		267,240	424,149
Mortgage loans held for sale, net		171,262	325,770
Mortgage loans held for investment, net		24,450	22,704
Total liabilities		178,700	325,896
Accounts payable and other liabilities		16,802	22,474
Warehouse Agreement Borrowings		161,898	303,422
Parent Company [Member]
Cash and Cash Equivalents, at Carrying Value		118,170	6,387	$ 61,416	$ 133,304
Assets		8,352,238	8,001,295
Total liabilities		4,217,803	4,139,859
Total Equity		4,134,435	3,861,436
Total Liabilities and Equity		8,352,238	8,001,295
Guarantor Subsidiaries [Member]
Cash and Cash Equivalents, at Carrying Value		30,931	112,852	9,803	1,061
Assets		2,463,177	2,508,439
Total liabilities		1,486,622	1,621,002
Total Equity		976,555	887,437
Total Liabilities and Equity		2,463,177	2,508,439
Non-Guarantor Subsidiaries [Member]
Cash and Cash Equivalents, at Carrying Value		65,173	67,355	55,503	78,028
Assets		2,038,017	2,025,022
Total liabilities		1,159,055	1,268,006
Total Equity		878,962	757,016
Total Liabilities and Equity		2,038,017	2,025,022
Consolidation, Eliminations [Member]
Cash and Cash Equivalents, at Carrying Value
Assets		(4,220,971)	(4,189,251)
Total liabilities		(2,365,454)	(2,544,798)
Total Equity		(1,855,517)	(1,644,453)
Total Liabilities and Equity		(4,220,971)	(4,189,251)
Cash and Cash Equivalents, at Carrying Value		214,274	186,594	$ 126,722	$ 212,393
Owned		6,533,047	6,069,959
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	[1]	139,373	132,763
Assets		8,632,461	8,345,505
Total liabilities		4,498,026	4,484,069
Total Equity		4,134,435	3,861,436
Total Liabilities and Equity		$ 8,632,461	$ 8,345,505

[1] As of September 30, 2016, our investments in unconsolidated joint ventures consisted of $127.6 million, $5.9 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively. As of December 31, 2015, our investments in unconsolidated joint ventures consisted of $121.3 million, $5.6 million, $0.3 million and $5.6 million, within our West, Southwest, Southeast and North reportable segments, respectively.

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Note 22 - Supplemental Guarantor Information - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Parent Company [Member]
Net cash provided by (used in) operating activities	$ (49,169)	$ (116,827)
Investments in unconsolidated homebuilding joint ventures	(235)
Distributions of capital from unconsolidated homebuilding joint ventures	1,107
Loan to parent and subsidiaries
Other investing activities	(325)	(2,308)
Net cash provided by (used in) investing activities	547	(2,308)
Change in restricted cash
Borrowings from revolving credit facility	1,008,000	491,400
Principal payments on revolving credit facility	(862,000)	(222,700)
Principal payments on secured project debt and other notes payable	(9,985)
Principal payments on senior notes payable	(280,000)
Proceeds from Issuance of Senior Long-term Debt	300,000
Payment of debt issue costs	(2,657)
Loan from subsidiary	88,800
Net proceeds from (payments on) mortgage credit facilities
(Contributions to) distributions from Corporate and subsidiaries	18,350	14,373
Repurchases of common stock	(137,464)	(22,073)
Common stock dividend payments	(14,264)
Issuance of common stock under employee stock plans, net of tax withholdings	1,868	(461)
Other financing activities
Intercompany advances, net	49,757	(192,076)
Net cash provided by (used in) financing activities	160,405	47,247
Net increase (decrease) in cash and equivalents	111,783	(71,888)
Cash and equivalents at beginning of period	6,387	133,304
Cash and equivalents at end of period	118,170	61,416
Principal payments on senior notes payable		(29,789)
Excess tax benefits from share-based payment arrangements		8,573
Guarantor Subsidiaries [Member]
Net cash provided by (used in) operating activities	16,087	(14,645)
Investments in unconsolidated homebuilding joint ventures	(192)
Distributions of capital from unconsolidated homebuilding joint ventures	333
Loan to parent and subsidiaries
Other investing activities	(1,958)	(1,605)
Net cash provided by (used in) investing activities	(1,817)	(1,605)
Change in restricted cash
Borrowings from revolving credit facility
Principal payments on revolving credit facility
Principal payments on secured project debt and other notes payable
Principal payments on senior notes payable
Proceeds from Issuance of Senior Long-term Debt
Payment of debt issue costs
Loan from subsidiary
Net proceeds from (payments on) mortgage credit facilities
(Contributions to) distributions from Corporate and subsidiaries		(31,719)
Repurchases of common stock
Common stock dividend payments
Issuance of common stock under employee stock plans, net of tax withholdings
Other financing activities	(199)
Intercompany advances, net	(95,992)	56,711
Net cash provided by (used in) financing activities	(96,191)	24,992
Net increase (decrease) in cash and equivalents	(81,921)	8,742
Cash and equivalents at beginning of period	112,852	1,061
Cash and equivalents at end of period	30,931	9,803
Principal payments on senior notes payable
Excess tax benefits from share-based payment arrangements
Non-Guarantor Subsidiaries [Member]
Net cash provided by (used in) operating activities	200,744	(84,358)
Investments in unconsolidated homebuilding joint ventures	(26,573)	(83,288)
Distributions of capital from unconsolidated homebuilding joint ventures	22,287	10,289
Loan to parent and subsidiaries	(88,800)	80,000
Other investing activities	(3,106)	(7,803)
Net cash provided by (used in) investing activities	(96,192)	(802)
Change in restricted cash	7,309	1,047
Borrowings from revolving credit facility
Principal payments on revolving credit facility
Principal payments on secured project debt and other notes payable	(404)	(569)
Principal payments on senior notes payable
Proceeds from Issuance of Senior Long-term Debt
Payment of debt issue costs
Loan from subsidiary
Net proceeds from (payments on) mortgage credit facilities	(141,524)	(90,554)
(Contributions to) distributions from Corporate and subsidiaries	(18,350)	17,346
Repurchases of common stock
Common stock dividend payments
Issuance of common stock under employee stock plans, net of tax withholdings
Other financing activities
Intercompany advances, net	46,235	135,365
Net cash provided by (used in) financing activities	(106,734)	62,635
Net increase (decrease) in cash and equivalents	(2,182)	(22,525)
Cash and equivalents at beginning of period	67,355	78,028
Cash and equivalents at end of period	65,173	55,503
Principal payments on senior notes payable
Excess tax benefits from share-based payment arrangements
Consolidation, Eliminations [Member]
Net cash provided by (used in) operating activities
Investments in unconsolidated homebuilding joint ventures
Distributions of capital from unconsolidated homebuilding joint ventures
Loan to parent and subsidiaries	88,800	(80,000)
Other investing activities
Net cash provided by (used in) investing activities	88,800	(80,000)
Change in restricted cash
Borrowings from revolving credit facility
Principal payments on revolving credit facility
Principal payments on secured project debt and other notes payable
Principal payments on senior notes payable
Proceeds from Issuance of Senior Long-term Debt
Payment of debt issue costs
Loan from subsidiary	(88,800)
Net proceeds from (payments on) mortgage credit facilities		80,000
(Contributions to) distributions from Corporate and subsidiaries
Repurchases of common stock
Common stock dividend payments
Issuance of common stock under employee stock plans, net of tax withholdings
Other financing activities
Intercompany advances, net
Net cash provided by (used in) financing activities	(88,800)	80,000
Net increase (decrease) in cash and equivalents
Cash and equivalents at beginning of period
Cash and equivalents at end of period
Principal payments on senior notes payable
Excess tax benefits from share-based payment arrangements
Net cash provided by (used in) operating activities	167,662	(215,830)
Investments in unconsolidated homebuilding joint ventures	(27,000)	(83,288)
Distributions of capital from unconsolidated homebuilding joint ventures	23,727	10,289
Loan to parent and subsidiaries
Other investing activities	(5,389)	(11,716)
Net cash provided by (used in) investing activities	(8,662)	(84,715)
Change in restricted cash	7,309	1,047
Borrowings from revolving credit facility	1,008,000	491,400
Principal payments on revolving credit facility	(862,000)	(222,700)
Principal payments on secured project debt and other notes payable	(10,389)	(569)
Principal payments on senior notes payable	(280,000)	(29,789)
Proceeds from Issuance of Senior Long-term Debt	300,000
Payment of debt issue costs	(2,657)
Loan from subsidiary
Net proceeds from (payments on) mortgage credit facilities	(141,524)	(10,554)
(Contributions to) distributions from Corporate and subsidiaries
Repurchases of common stock	(137,464)	(22,073)
Common stock dividend payments	(14,264)
Issuance of common stock under employee stock plans, net of tax withholdings	1,868	(461)
Other financing activities	(199)
Intercompany advances, net
Net cash provided by (used in) financing activities	(131,320)	214,874
Net increase (decrease) in cash and equivalents	27,680	(85,671)
Cash and equivalents at beginning of period	186,594	212,393
Cash and equivalents at end of period	214,274	126,722
Principal payments on senior notes payable		(29,789)
Excess tax benefits from share-based payment arrangements		$ 8,573

XML

Label	Element	Value
Cash and equivalents and restricted cash at end of period	caa_CashAndEquivalentsAndRestrictedCashAtEndOfPeriod	$ 265,869,000
Cash and equivalents and restricted cash at end of period	caa_CashAndEquivalentsAndRestrictedCashAtEndOfPeriod	165,192,000
Homebuilding restricted cash at end of period	caa_HomebuildingRestrictedCashAtEndOfPeriod	29,796,000
Homebuilding restricted cash at end of period	caa_HomebuildingRestrictedCashAtEndOfPeriod	37,425,000
Financial services restricted cash at end of period	caa_FinancialServicesRestrictedCashAtEndOfPeriod	21,799,000
Financial services restricted cash at end of period	caa_FinancialServicesRestrictedCashAtEndOfPeriod	$ 1,045,000