8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2017

WILLIAM LYON HOMES

(Exact name of registrant as specified in charter)

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

4695 MacArthur Court, 8^th Floor

Newport Beach, California 92660

(Address of principal executive offices and zip code)

(949) 833-3600

(Registrant’s telephone number, including area code)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Conditions.

On May 9, 2017, William Lyon Homes (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2017. A copy of the press release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

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

Item 7.01. Regulation FD Disclosure.

Senior management of the Company will reference the materials included in Exhibit 99.2 to this report (the “Earnings Presentation”) during an earnings conference call to be held at 8:30 a.m. Pacific Time on May 9, 2017. A copy of the Earnings Presentation is furnished as Exhibit 99.2 to this report.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

99.1	Press Release issued on May 9, 2017 announcing financial results for the three months ended March 31, 2017.
99.2	Earnings Presentation.

SIGNATURES

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

	WILLIAM LYON HOMES
Dated: May 9, 2017	By:	/S/ COLIN T. SEVERN
		Colin T. Severn
		Senior Vice President
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release issued on May 9, 2017 announcing financial results for the three months ended March 31, 2017.
99.2	Earnings Presentation.

EX-99.1

Exhibit 99.1

WILLIAM LYON HOMES REPORTS FIRST QUARTER 2017 RESULTS

26% INCREASE IN NET NEW HOME ORDERS; DOLLAR VALUE OF ORDERS UP 35%;

19% INCREASE IN AVERAGE COMMUNITY COUNT; 34% INCREASE IN DOLLAR VALUE OF BACKLOG

NEWPORT BEACH, CA— May 9, 2017 — William Lyon Homes (NYSE: WLH), a leading homebuilder in the Western U.S., announced results for its first quarter ended March 31, 2017.

2017 First Quarter Highlights (Comparison to 2016 First Quarter)

• Net loss attributable to common stockholders of $10.0 million, or $0.27 per share (including $21.8 million of expense, or $14.1 million of expense net of tax effect, related to the early extinguishment of debt)

• Adjusted net income available to common stockholders of $4.1 million, or $0.11 per diluted share

• Net new home orders of 865, up 26%; April 2017 orders of 432, up 48%

• Dollar value of orders of $452.7 million, up 35%

• Dollar value of homes in backlog of $634.2 million, up 34%

• Units in backlog of 1,099, up 24%

• Current homebuilding gross margin percentage in backlog of 18%

• Average sales locations of 82, up 19%

• Average sales price (ASP) of new homes delivered of $518,700, up 8%

• New home deliveries of 499 homes, down 8%

• Home sales revenue of $258.9 million, down 1%

• Homebuilding gross margin percentage of 15.6%

• Adjusted homebuilding gross margin percentage of 21.1%

• SG&A percentage of 13.0%, compared to 12.5%

• Adjusted EBITDA of $22.5 million

“We are extremely excited about our sales momentum to start the year, in what has been a robust Spring selling season year-to-date, as well as the early results from the opening of certain of our key strategic assets,” said Matthew R. Zaist, President and Chief Executive Officer. “We have experienced month-over-month improvement in absorption rates through each month of the first quarter, averaging 3.5 sales per community per month. This absorption pace increased through April 2017 to 4.8 sales per month, resulting in 432 net new home orders, an increase of 48% over April 2016. Community count averaged 82 in the first quarter, up 19% year-over-year, increasing to 90 average new home selling communities in the month of April 2017.”

Mr. Zaist continued, “We are pleased with our execution in January in the bond market, allowing the Company to strengthen its balance sheet and refinance its most expensive debt with the issuance of new 5.875% senior unsecured notes due 2025, which will save the Company approximately $10 million in annual interest expense and which extends and further staggers our senior notes maturities. Our adjusted net income for the first quarter was $4.1 million, or $0.11 per diluted share, which was below our expectations primarily due to the timing of the closing of 25 units at one project in California, representing approximately $20 million of revenue and approximately $4.5 million of pre-tax profit, which had been included in our prior guidance for the first quarter and now will be recognized in the second quarter of 2017.”

“Despite a challenging weather and labor environment in a number of our markets, we remain encouraged by our strong start to the Spring selling season, increasing gross margins in backlog, and the successful opening of several key strategic projects that will drive results for the balance of the year, and our full year guidance remains unchanged. For the full year 2017, we continue to expect results to include deliveries of approximately 3,000 to 3,250 units, home sales revenue of approximately $1.65 billion to $1.75 billion, and pre-tax income before non-controlling interest of approximately $135 million to $150 million.”

Operating Results

Home sales revenue for the first quarter of 2017 was $258.9 million, as compared to $261.3 million in the year-ago period, a decrease of 1%. The decline was driven by an 8% decrease in deliveries to 499 homes, compared to 543 in the first quarter of 2016, partially offset by an increase in the average sales price of homes delivered to $518,700, up 8% from the prior year.

The dollar value of homes in backlog was $634.2 million as of March 31, 2017, an increase of 34% compared to $471.7 million as of March 31, 2016. The increase was driven by a 24% increase in units in backlog to 1,099 from 885 in the year-ago period and an 8% increase in ASP in backlog to $577,100 from $533,000 in the first quarter of 2016. In addition, our ASP in backlog as of March 31, 2017 was 11% higher than the ASP of homes closed in the first quarter.

Homebuilding gross margin percentage for homes closed during the first quarter of 2017 was 15.6%. Adjusted homebuilding gross margin percentage for the quarter was 21.1%. Current homebuilding gross margin percentage in backlog is 18%.

Sales and marketing expense during the first quarter of 2017 was 5.7% of homebuilding revenue, consistent with the year-ago quarter. General and administrative expenses were 7.3% of homebuilding revenue, compared to 6.8% in the first quarter of 2016, due in part to a slight increase in G&A expense on a dollar basis and a slight decrease in homebuilding revenue.

Senior Notes Refinancing Transaction

During the first quarter, the Company completed an offering of $450 million in aggregate principal amount of 5.875% Senior Notes due 2025, the proceeds of which were used to repay in full the existing $425 million in principal of 8.5% Senior Notes that were due in 2020. The Company incurred certain costs in the first quarter related to the early extinguishment of debt of the 8.5% Notes, in an amount of approximately $21.8 million on a pre-tax basis, and an amount of approximately $14.1 million on an after-tax basis. The Company anticipates that the lower coupon rate on the new notes will save the Company approximately $10 million per year in interest cost, and the return of cost on the charge, giving effect to the interest savings, is expected to be approximately 17 months. In addition, the new notes will mature in 2025, approximately five years beyond the maturity date of the old notes.

Balance Sheet Update

At quarter end, cash and cash equivalents totaled $39.5 million, real estate inventories totaled $1.8 billion, total assets were $2.0 billion and total equity was $748.6 million. Total debt to book capitalization was 60.1%, and net debt to net book capitalization was 59.2% at March 31, 2017, compared to 61.0% and 60.2% at March 31, 2016, and 58.6% and 57.6% at December 31, 2016, respectively.

Conference Call

The Company will host a conference call to discuss these results today, Tuesday, May 9, 2017 at 8:30 a.m. Pacific Time. The call will be available via both the telephone at (855) 851-4524 or (720) 634-2900, conference ID #10981054, or through the Company’s website at www.lyonhomes.com in the Investor Relations section of the site.

A replay of the call will be available through May 16, 2017 by dialing (855) 859-2056 or (404) 537-3406, conference ID #10981054. A webcast replay of the call will also be available on the Company’s website approximately two hours after the broadcast.

About William Lyon Homes

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

Forward-Looking Statements

Certain statements contained in this release and the accompanying comments during our conference call that are not historical information may constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, but not limited to, forward-looking statements related to: anticipated new home deliveries, revenue and pre-tax income, gross margin performance, backlog conversion rates, operating and financial results for the second quarter of 2017 and full year 2017, community count growth and project performance, market and industry trends, the continued housing market recovery, average sale price of homes to be closed in various periods, SG&A percentage, future cash needs and liquidity, leverage ratios and reduction strategies and land acquisition spending. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company makes no commitment, and disclaims any duty, to update or revise any forward-looking statements to reflect future events or changes in these expectations. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. Factors that may impact such forward-looking statements include, among others: adverse weather conditions; the availability of labor and homebuilding materials and increased

construction cycle times; the availability and timing of mortgage financing; our financial leverage and level of indebtedness and any inability to comply with financial and other covenants under our debt instruments; continued volatility and worsening in general economic conditions either internationally, nationally or in regions in which we operate; increased outside broker costs; increased costs of homebuilding materials; changes in governmental laws and regulations and increased costs, fees and delays associated therewith; potential changes to the tax code; worsening in markets for residential housing; the impact of construction defect, product liability and home warranty claims, including the adequacy of self-insurance accruals, and the applicability and sufficiency of our insurance coverage; decline in real estate values resulting in impairment of our real estate assets; volatility in the banking industry, credit and capital markets; terrorism or other hostilities involving the United States; building moratorium or “slow-growth” or “no-growth” initiatives that could be implemented in states in which we operate; changes in mortgage and other interest rates; conditions in the capital, credit and financial markets, including mortgage lending standards and the availability of mortgage financing; changes in generally accepted accounting principles or interpretations of those principles; changes in prices of homebuilding materials; competition for home sales from other sellers of new and resale homes; cancellations and our ability to realize our backlog; the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements; limitations on our ability to utilize our tax attributes; whether an ownership change occurred that could, under certain circumstances, have resulted in the limitation of our ability to offset prior years’ taxable income with net operating losses; the timing of receipt of regulatory approvals and the opening of projects; the availability and cost of land for future development; and additional factors discussed under the sections captioned “Risk Factors” included in our annual and quarterly reports filed with the Securities and Exchange Commission. The foregoing list is not exhaustive. New risk factors may emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business.

Investor/Media Contacts:

Larry Clark

Financial Profiles, Inc.

(310) 622-8223

WLH@finprofiles.com

WILLIAM LYON HOMES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

	Three			Three
	Months			Months
	Ended			Ended
	March 31,			March 31,
	2017			2016
Operating revenue
Home sales	$	258,854		$	261,295
Construction services		—			3,130
		258,854			264,425
Operating costs
Cost of sales — homes		(218,455	)		(215,171	)
Construction services		—			(2,824	)
Sales and marketing		(14,705	)		(14,993	)
General and administrative		(18,946	)		(17,834	)
Other		(440	)		(323	)
		(252,546	)		(251,145	)
Operating income		6,308			13,280
Equity in income of unconsolidated joint ventures		249			1,181
Other income, net		345			525
Income before extinguishment of debt		6,902			14,986
Loss on extinguishment of debt		(21,828	)		—
(Loss) income before benefit from (provision for) income taxes		(14,926	)		14,986
Benefit from (provision for) income taxes		5,630			(5,045	)
Net (loss) income		(9,296	)		9,941
Less: Net income attributable to noncontrolling interests		(704	)		(927	)
Net (loss) income available to common stockholders	$	(10,000	)	$	9,014
(Loss) income per common share:
Basic	$	(0.27	)	$	0.25
Diluted	$	(0.27	)	$	0.24
Weighted average common shares outstanding:
Basic		36,908,320			36,651,846
Diluted		36,908,320			38,303,861

WILLIAM LYON HOMES

CONSOLIDATED BALANCE SHEETS

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

	March 31,		December 31,
	2017		2016
	(unaudited)
ASSETS
Cash and cash equivalents	$	39,508	$	42,612
Receivables		9,002		9,538
Escrow proceeds receivable		1,697		85
Real estate inventories		1,793,633		1,771,998
Investment in unconsolidated joint ventures		7,326		7,282
Goodwill		66,902		66,902
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2017 and December 31, 2016		6,700		6,700
Deferred income taxes, net		75,946		75,751
Other assets, net		17,882		17,283
Total assets	$	2,018,596	$	1,998,151
LIABILITIES AND EQUITY
Accounts payable	$	72,749	$	74,282
Accrued expenses		71,798		79,790
Revolving credit facility		57,000		29,000
Joint venture notes payable		106,646		102,077
Land notes payable		22,631		24,691
Subordinated amortizing note		5,356		7,225
53/4% Senior Notes due April 15, 2019		148,962		148,826
8 1/2% Senior Notes due November 15, 2020		—		422,817
7% Senior Notes due August 15, 2022		346,200		346,014
57/8% Senior Notes due January 31, 2025		438,698		—
		1,270,040		1,234,722
Commitments and contingencies
Equity:
William Lyon Homes stockholders’ equity
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2017 and December 31, 2016		—		—
Common stock, Class A, par value $0.01 per share; 150,000,000 shares authorized; 29,292,642 and 28,909,781 shares issued, 28,121,757 and 27,907,724 outstanding at March 31, 2017 and December 31, 2016, respectively		290		290
Common stock, Class B, par value $0.01 per share; 30,000,000 shares authorized; 3,813,884 shares issued and outstanding at March 31, 2017 and December 31, 2016		38		38
Additional paid-in capital		419,395		419,099
Retained earnings		267,659		277,659
Total William Lyon Homes stockholders’ equity		687,382		697,086
Noncontrolling interests		61,174		66,343
Total equity		748,556		763,429
Total liabilities and equity	$	2,018,596	$	1,998,151

WILLIAM LYON HOMES

SELECTED FINANCIAL AND OPERATING INFORMATION

(unaudited)

	Three Months Ended March 31,
	2017			2016
	Consolidated Total			Consolidated Total			Percentage % Change
Selected Financial Information (1)
(dollars in thousands)
Homes closed		499			543			(8	%)
Home sales revenue	$	258,854		$	261,295			(1	%)
Cost of sales (excluding interest and purchase accounting adjustments)		(204,346	)		(196,831	)		4	%
Adjusted homebuilding gross margin (2)	$	54,508		$	64,464			(15	%)
Adjusted homebuilding gross margin percentage (2)		21.1	%		24.7	%		(15	%)
Interest in cost of sales		(11,608	)		(11,747	)		(1	%)
Purchase accounting adjustments		(2,501	)		(6,593	)		(62	%)
Gross margin	$	40,399		$	46,124			(12	%)
Gross margin percentage		15.6	%		17.7	%		(12	%)
Number of homes closed
California		121			142			(15	%)
Arizona		94			82			15	%
Nevada		48			62			(23	%)
Colorado		38			53			(28	%)
Washington		70			68			3	%
Oregon		128			136			(6	%)
Total		499			543			(8	%)
Average sales price of homes closed
California	$	677,400		$	653,200			4	%
Arizona		284,200			256,700			11	%
Nevada		636,400			495,800			28	%
Colorado		561,300			498,000			13	%
Washington		621,100			483,800			28	%
Oregon		428,300			422,500			1	%
Total	$	518,700		$	481,200			8	%
Number of net new home orders
California		265			162			64	%
Arizona		128			108			19	%
Nevada		77			66			17	%
Colorado		61			78			(22	%)
Washington		152			84			81	%
Oregon		182			191			(5	%)
Total		865			689			26	%
Average number of sales locations during period
California		24			18			33	%
Arizona		9			8			13	%
Nevada		11			12			(8	%)
Colorado		11			10			10	%
Washington		7			6			17	%
Oregon		20			15			33	%
Total		82			69			19	%

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

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

WILLIAM LYON HOMES

SELECTED FINANCIAL AND OPERATING INFORMATION

(unaudited)

	As of March 31,
	2017		2016
	Consolidated Total		Consolidated Total		Percentage % Change
Backlog of homes sold but not closed at end of period
California		368		214		72	%
Arizona		238		235		1	%
Nevada		88		119		(26	%)
Colorado		98		103		(5	%)
Washington		134		60		123	%
Oregon		173		154		12	%
Total		1,099		885		24	%
Dollar amount of homes sold but not closed at end of period (in thousands)
California	$	296,406	$	166,193		78	%
Arizona		71,258		62,169		15	%
Nevada		64,865		86,863		(25	%)
Colorado		51,679		53,011		(3	%)
Washington		80,619		35,492		127	%
Oregon		69,413		67,969		2	%
Total	$	634,240	$	471,697		34	%
Lots owned and controlled at end of period
Lots owned
California		1,492		1,653		(10	%)
Arizona		4,838		5,122		(6	%)
Nevada		2,985		3,319		(10	%)
Colorado		1,442		745		94	%
Washington		1,225		1,570		(22	%)
Oregon		1,422		1,142		25	%
Total		13,404		13,551		(1	%)
Lots controlled
California		1,084		1,317		(18	%)
Arizona		—		—		0	%
Nevada		38		64		(41	%)
Colorado		77		822		(91	%)
Washington		1,108		361		207	%
Oregon		1,929		1,920		0	%
Total		4,236		4,484		(6	%)
Total lots owned and controlled
California		2,576		2,970		(13	%)
Arizona		4,838		5,122		(6	%)
Nevada		3,023		3,383		(11	%)
Colorado		1,519		1,567		(3	%)
Washington		2,333		1,931		21	%
Oregon		3,351		3,062		9	%
Total		17,640		18,035		(2	%)

WILLIAM LYON HOMES

SUPPLEMENTAL FINANCIAL INFORMATION

(dollars in thousands)

(unaudited)

	Three			Three
	Months			Months
	Ended			Ended
	March 31,			March 31,
	2017			2016
Net (loss) income available to common stockholders	$	(10,000	)	$	9,014
Net income, adjusted for loss on extinguishment of debt, net of tax benefit (3)	$	4,076		$	9,014
Net cash used in operating activities	$	(41,381	)	$	(59,536	)
Interest incurred	$	19,424		$	20,261
Adjusted EBITDA (1)	$	22,542		$	33,532
Adjusted EBITDA Margin (2)		8.7	%		12.7	%
Ratio of adjusted EBITDA to interest incurred		1.2			1.7
Balance Sheet Data
	March 31, 2017			December 31, 2016
Cash and cash equivalents	$	39,508		$	42,612
Total William Lyon Homes stockholders’ equity		687,382			697,086
Noncontrolling interest		61,174			66,343
Total debt		1,125,493			1,080,650
Total book capitalization	$	1,874,049		$	1,844,079
Ratio of debt to total book capitalization		60.1	%		58.6	%
Ratio of debt to total book capitalization (net of cash)		59.2	%		57.6	%

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

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

WILLIAM LYON HOMES

SUPPLEMENTAL FINANCIAL INFORMATION

(dollars in thousands)

(unaudited)

	Three			Three
	Months			Months
	Ended March 31, 2017			Ended March 31, 2016
Net (loss) income available to common stockholders	$	(10,000	)	$	9,014
(Benefit from) provision for income taxes		(5,630	)		5,045
Interest expense
Interest incurred		19,424			20,261
Interest capitalized		(19,424	)		(20,261	)
Amortization of capitalized interest included in cost of sales		11,608			11,747
Stock based compensation		1,676			1,492
Depreciation and amortization		449			498
Non-cash purchase accounting adjustments		2,501			6,593
Cash distributions of income from unconsolidated joint ventures		359			324
Equity in income of unconsolidated joint ventures		(249	)		(1,181	)
Loss on extinguishment of debt		21,828			—
Adjusted EBITDA	$	22,542		$	33,532

WILLIAM LYON HOMES

SUPPLEMENTAL FINANCIAL INFORMATION

(dollars in thousands)

(unaudited)

(3) Adjusted net income means net loss available to common stockholders plus the loss for the extinguishment of the 8.5% Senior Notes. Adjusted net income is not a financial measure prepared in accordance with U.S. GAAP. Adjusted net income is presented herein because management believes the presentation of adjusted net income provides useful information to the Company’s investors regarding the Company’s results of operations because adjusted net income isolates the impact of the infrequent extinguishment fees. Adjusted net income should not be considered as an alternative for net (loss) income, cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. A reconciliation of net loss available to common stockholders to adjusted net income is provided in the following table:

	Three Months Ended March 31, 2017
Net loss available to common stockholders	$	(10,000	)
Add: Loss on extinguishment of debt		21,828
Less: Income tax benefit applicable to loss on extinguishment of debt		(7,752	)
Net income, adjusted for loss on extinghishment of debt, net of tax benefit	$	4,076
Diluted weighted average common shares outstanding (4)		38,360,335
Adjusted net income excluding noncontrolling interest per diluted share	$	0.11

(4) Diluted weighted average common shares outstanding as presented on the Consolidated Statement of Operations excludes any potentially issuable anti-dilutive shares due to the net loss reported for the period presented. Additional dilutive shares have been included in this calculation.

EX-99.2

2017 Q1 Earnings Call May 9, 2017, 8:30 am PT Exhibit 99.2

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

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

2017 Sales Volume – Actual vs. Prior Year Total Net Orders by Month (Units) % y-o-y change: +12% +23% +38% +48% 2016 2017 Avg. Sales Locations: 72 81 67 83 67 83 68 90 72 77 79 78 76 78 79 81 Monthly Absorption Rate: 2.8 2.8 3.4 3.4 3.8 4.3 4.3 4.8 3.5 4.2 2.8 2.9 2.7 2.7 2.2 2.2

Average net sales activity, on a trailing 3 months basis, has improved 38% Y-o-Y primarily due to an increase in absorption rate by community as well as an increase in the overall community count. ASP for homes in backlog at 3/31/17 is 11% higher than deliveries ASP in Q1’2017. Total Units Net Sales – Rolling 3-Month Average Total Backlog Last 13 Weeks Quarterly - $ Thousands Up 38% Y-o-Y Total Value: $756 Million Sales Trends Sales Activity Backlog ASP (Homes Closed) Total Units: 1,318 Up 8% Y-o-Y Q1’17 Backlog ASP

Backlog Growth Value $472M Homes 885 ASP $533k Q1 2016 Q1 2017 Value $634M Homes 1,099 ASP $577k Variance $ Value +34% Units +24% ASP +8% 4/30/2017 Value $756M Homes 1,318 ASP $574k Backlog Growth by Region Variance $ Value +19% Units +20% ASP (1%) Current Gross Margin in Backlog = 18%

Year over Year Comparisons % y-o-y change: +3% +4% +9% +26% % y-o-y change: +7% +7% +7% +19% % y-o-y change: (4%) (3%) +2% +6% Net New Orders (Units) Order Value (In Millions) Average Community Count Monthly Order Absorption Rate/Avg. Community % y-o-y change: +13% +17% +17% +35% Order ASP ($ In Thousands) $444 $486 $475 $536 $473 $504 $486 $523 2015 2016 2017

% y-o-y change: +31% +40% +19% (1%) Year over Year Comparisons (continued) % y-o-y change: +20% +19% +11% (8%) Homes Closed Homebuilding Revenue ($ Million) Bps y-o-y change: (200bps) (250bps) (260bps) (360bps) Bps y-o-y change: (180bps) (140bps) (130bps) (210bps) Adjusted Gross Margin Gross Margin (GAAP) Closings ASP ($ In Thousands) $448 $490 $433 $509 $491 $525 $481 $519 2015 2016 2017

Backlog Conversion Rate Backlog Conversion Rate - Quarterly

We employ a diversified product strategy, even within the same project footprint, allowing us to serve a wide range of buyers and to adapt quickly to strengthening or weakening market conditions Breadth of product and price point allows flexibility to pursue a broader array of land acquisition opportunities Entry Level product represented 41% of units closed in Q1’17, up from 35% in the same period of prior year, demonstrating our continued focus on that buyer segment. ASP by Buyer Type ($ in ‘000s) Units by Buyer Type High Quality, Diverse Product Offerings Buyer Type – Q1 2017 Homes Closed Price Range – Q1 2017 Home Closings and Backlog Home Closings - Units Backlog - Units ASP: $519k ASP: $577k Buyer Type – Q1 2017 Ending Backlog ASP by Buyer Type ($ in ‘000s) Units by Buyer Type > $600k 22% ≤ $300k 19% $301k - $450k 32% $451k - $600k 27% > $600k 32% ≤ $300k 20% $301k - $450k 25% $451k - $600k 23%

Strong New Order Growth – Dollars Trailing Twelve Months Dollar value of new home orders of $1.5 billion TTM Q1, an increase of 21% over the prior year and up 71% over a two year period. Q1’17 dollar value of new orders was $453 million, up 35% over the prior year. TTM Dollar Value of Orders ($ Millions) TTM Ending: Up 21% Y-o-Y

Senior Notes Refinance and Maturity Dates 5.75% Sr. Notes 5.875% Sr. Notes 7.0% Sr. Notes Note: The 5.75%, 7.0% and 5.875% Senior Notes are callable beginning in April 2016, August 2017 and February 2020, respectively. ($ in millions) New notes description: $450 million 5.875% Senior Notes due 2025. Interest savings of approximately $10 million annually. Net tax effected cost associated with refinance is approximately $14.1 million, which will return with interest savings in approximately 17 months.

Appendix

William Lyon Homes’ business has continued to deliver across a number of financial and operating metrics Dollar value of orders up 35% y-o-y and new home orders up 26% y-o-y. Average Sales Price of homes closed up 8% y-o-y. New home deliveries are down 8% y-o-y and home sales revenues down 1% y-o-y. Adjusted EBITDA of $22.5 million in Q1, down 33% y-o-y. Note: See reconciliation of non-GAAP measures in the appendix section of this presentation. Summary of 2017 Q1 Results

Adjusted EBITDA

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

Adjusted Net Income and Adjusted Diluted EPS