20 .	Supplemental Guarantor Information

Our senior notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by the following subsidiaries (collectively, the "Guarantor Subsidiaries"), which are

100%

-owned subsidiaries of the Company.

●

M.D.C. Land Corporation

●

RAH of Florida, Inc.

●

Richmond American Construction, Inc.

●

Richmond American Homes of Arizona, Inc.

●

Richmond American Homes of Colorado, Inc.

●

Richmond American Homes of Delaware, Inc.

●

Richmond American Homes of Florida, LP

●

Richmond American Homes of Illinois, Inc.

●

Richmond American Homes of Maryland, Inc.

●

Richmond American Homes of Nevada, Inc.

●

Richmond American Homes of New Jersey, Inc.

●

Richmond American Homes of Pennsylvania, Inc.

●

Richmond American Homes of Utah, Inc.

●

Richmond American Homes of Virginia, Inc.

●

Richmond American Homes of Washington, Inc.

The senior note indentures do not provide for a suspension of the guarantees, but do provide that any Guarantor

may

be released from its guarantee so long as

(1)

no default or event of default exists or would result from release of such guarantee,

(2)

the Guarantor being released has consolidated net worth of less than

of the Company’s consolidated net worth as of the end of the most recent fiscal quarter,

(3)

the Guarantors released from their guarantees in any year-end period comprise in the aggregate less than

10%

(or

15%

if and to the extent necessary to permit the cure of a default) of the Company’s consolidated net worth as of the end of the most recent fiscal quarter,

(4)

such release would not have a material adverse effect on the homebuilding business of the Company and its subsidiaries and

(5)

the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of Specified Indebtedness). Upon delivery of an officers’ certificate and an opinion of counsel stating that all conditions precedent provided for in the indenture relating to such transactions have been complied with and the release is authorized, the guarantee will be automatically and unconditionally released. “Specified Indebtedness” means indebtedness under the senior notes, the Company’s Indenture dated as of

December

2002,

the Revolving Credit Facility, and any refinancing, extension, renewal or replacement of any of the foregoing.

We have determined that separate, full financial statements of the Guarantor Subsidiaries would not be material to investors and, accordingly, supplemental financial information for the Guarantor and Non-Guarantor Subsidiaries is presented below.

Supplemental Condensed Combining Balance Sheet

	March 31, 2017
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
ASSETS	(Dollars in thousands)
Homebuilding:
Cash and cash equivalents	$	292,246	$	4,485	$	-	$	-		$	296,731
Marketable securities		62,316		-		-		-			62,316
Restricted cash		-		4,229		-		-			4,229
Trade and other receivables		5,539		32,868		-		(2,197	)		36,210
Inventories:
Housing completed or under construction		-		890,883		-		-			890,883
Land and land under development		-		855,208		-		-			855,208
Total inventories		-		1,746,091		-		-			1,746,091

Intercompany receivables		1,455,133		2,803		5,819		(1,463,755	)		-
Investment in subsidiaries		319,751		-		-		(319,751	)		-
Property and equipment, net		25,628		2,356		-		-			27,984
Deferred tax asset, net		70,606		-		-		(155	)		70,451
Metropolitan district bond securities (related party)		31,004		-		-		-			31,004
Prepaid and other assets		4,650		58,769		-		-			63,419
Total homebuilding assets		2,266,873		1,851,601		5,819		(1,785,858	)		2,338,435

Financial Services:
Cash and cash equivalents		-		-		23,331		-			23,331
Marketable securities		-		-		37,549		-			37,549
Intercompany receivables		-		-		38,649		(38,649	)		-
Mortgage loans held-for-sale, net		-		-		97,373		-			97,373
Other assets		-		-		9,705		155			9,860
Total financial services assets		-		-		206,607		(38,494	)		168,113
Total Assets	$	2,266,873	$	1,851,601	$	212,426	$	(1,824,352	)	$	2,506,548

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	52,351	$	-	$	-		$	52,351
Accrued liabilities		29,055		110,705		98		1,849			141,707
Advances and notes payable to parent and subsidiaries		47,271		1,424,510		27,018		(1,498,799	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		841,937		-		-		-			841,937
Total homebuilding liabilities		933,263		1,587,566		27,116		(1,496,950	)		1,050,995

Financial Services:
Accounts payable and other liabilities		-		-		55,447		(4,046	)		51,401
Advances and notes payable to parent and subsidiaries		-		-		3,605		(3,605	)		-
Mortgage repurchase facility		-		-		70,542		-			70,542
Total financial services liabilities		-		-		129,594		(7,651	)		121,943
Total Liabilities		933,263		1,587,566		156,710		(1,504,601	)		1,172,938

Equity:
Total Stockholders' Equity		1,333,610		264,035		55,716		(319,751	)		1,333,610
Total Liabilities and Stockholders' Equity	$	2,266,873	$	1,851,601	$	212,426	$	(1,824,352	)	$	2,506,548

Supplemental Co

ndensed Combining Balance Sheet

	December 31, 2016
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and cash equivalents	$	255,679	$	3,408	$	-	$	-		$	259,087
Marketable securities		59,770		-		-		-			59,770
Restricted cash		-		3,778		-		-			3,778
Trade and other receivables		5,380		39,247		-		(2,135	)		42,492
Inventories:
Housing completed or under construction		-		874,199		-		-			874,199
Land and land under development		-		884,615		-		-			884,615
Total inventories		-		1,758,814		-		-			1,758,814

Intercompany receivables		1,475,291		2,803		5,289		(1,483,383	)		-
Investment in subsidiaries		295,214		-		-		(295,214	)		-
Property and equipment, net		25,495		2,546		-		-			28,041
Deferred tax assets, net		74,119		-		-		769			74,888
Metropolitan district bond securities (related party)		30,162		-		-		-			30,162
Other assets		5,267		55,196		-		-			60,463
Total Homebuilding Assets		2,226,377		1,865,792		5,289		(1,779,963	)		2,317,495

Financial Services:
Cash and cash equivalents		-		-		23,822		-			23,822
Marketable securities		-		-		36,436		-			36,436
Intercompany receivables		-		-		40,042		(40,042	)		-
Mortgage loans held-for-sale, net		-		-		138,774		-			138,774
Other assets		-		-		12,831		(769	)		12,062
Total Financial Services Assets		-		-		251,905		(40,811	)		211,094
Total Assets	$	2,226,377	$	1,865,792	$	257,194	$	(1,820,774	)	$	2,528,589

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	42,088	$	-	$	-		$	42,088
Accrued liabilities		1,527		136,615		143		6,281			144,566
Advances and notes payable to parent and subsidiaries		48,134		1,445,276		26,266		(1,519,676	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		841,646		-		-		-			841,646
Total Homebuilding Liabilities		906,307		1,623,979		26,409		(1,513,395	)		1,043,300

Financial Services:
Accounts payable and accrued liabilities		-		-		59,150		(8,416	)		50,734
Advances and notes payable to parent and subsidiaries		-		-		3,749		(3,749	)		-
Mortgage repurchase facility		-		-		114,485		-			114,485
Total Financial Services Liabilities		-		-		177,384		(12,165	)		165,219
Total Liabilities		906,307		1,623,979		203,793		(1,525,560	)		1,208,519

Equity:
Total Stockholders' Equity		1,320,070		241,813		53,401		(295,214	)		1,320,070
Total Liabilities and Stockholders' Equity	$	2,226,377	$	1,865,792	$	257,194	$	(1,820,774	)	$	2,528,589

Supplementa

l Condensed Combining Statement

of Operations

	Three Months Ended March 31, 2017
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	563,726		$	-		$	-		$	563,726
Cost of sales		-			(469,153	)		-			-			(469,153	)
Inventory impairments		-			(4,850	)		-			-			(4,850	)
Gross margin		-			89,723			-			-			89,723
Selling, general, and administrative expenses		(12,395	)		(53,721	)		-			(182	)		(66,298	)
Equity income of subsidiaries		29,031			-			-			(29,031	)		-
Interest and other income		1,676			674			1			(24	)		2,327
Other expense		8			(359	)		-			-			(351	)
Other-than-temporary impairment of marketable securities		(50	)		-			-			-			(50	)
Homebuilding pretax income (loss)		18,270			36,317			1			(29,237	)		25,351
Financial Services:
Financial services pretax income		-			-			10,803			206			11,009
Income before income taxes		18,270			36,317			10,804			(29,031	)		36,360
(Provision) benefit for income taxes		3,979			(14,095	)		(3,995	)		-			(14,111	)
Net income	$	22,249		$	22,222		$	6,809		$	(29,031	)	$	22,249
Other comprehensive income related to available-for-sale securities, net of tax		1,986			-			834			(834	)		1,986
Comprehensive income	$	24,235		$	22,222		$	7,643		$	(29,865	)	$	24,235

	Three Months Ended March 31, 2016
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	396,744		$	-		$	-		$	396,744
Cost of sales		-			(331,389	)		(300	)		-			(331,689	)
Inventory impairments		-			-			-			-			-
Gross margin		-			65,355			(300	)		-			65,055
Selling, general, and administrative expenses		(12,102	)		(44,016	)		-			(159	)		(56,277	)
Equity income of subsidiaries		17,370			-			-			(17,370	)		-
Interest and other income		1,386			729			1			(266	)		1,850
Other expense		(916	)		(625	)		-			-			(1,541	)
Other-than-temporary impairment of marketable securities		(431	)		-			-			-			(431	)
Homebuilding pretax income (loss)		5,307			21,443			(299	)		(17,795	)		8,656
Financial Services:
Financial services pretax income		-			-			5,192			425			5,617
Income before income taxes		5,307			21,443			4,893			(17,370	)		14,273
(Provision) benefit for income taxes		4,256			(7,076	)		(1,890	)		-			(4,710	)
Net income	$	9,563		$	14,367		$	3,003		$	(17,370	)	$	9,563
Other comprehensive income related to available-for-sale securities, net of tax		1,948			-			(1	)		1			1,948
Comprehensive income	$	11,511		$	14,367		$	3,002		$	(17,369	)	$	11,511

Supplementa

l Condensed Combining Statement

of Cash Flows

	Three Months Ended March 31, 2017
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	24,806		$	21,945		$	47,135		$	-		$	93,886
Net cash provided by (used in) investing activities		23,051			(57	)		139			(24,633	)		(1,500	)
Financing activities:
Payments from (advances to) subsidiaries		-			(20,811	)		(3,822	)		24,633			-
Mortgage repurchase facility		-			-			(43,943	)		-			(43,943	)
Dividend payments		(12,897	)		-			-			-			(12,897	)
Proceeds from exercise of stock options		1,607			-			-			-			1,607
Net cash provided by (used in) financing activities		(11,290	)		(20,811	)		(47,765	)		24,633			(55,233	)

Net increase in cash and cash equivalents		36,567			1,077			(491	)		-			37,153
Cash and cash equivalents:
Beginning of period		255,679			3,408			23,822			-			282,909
End of period	$	292,246		$	4,485		$	23,331		$	-		$	320,062

	Three Months Ended March 31, 2016
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	12,225		$	(62,160	)	$	34,950		$	-		$	(14,985	)
Net cash provided by (used in) investing activities		(45,433	)		(528	)		(976	)		60,111			13,174
Financing activities:
Payments from (advances to) subsidiaries		-			62,837			(2,726	)		(60,111	)		-
Mortgage repurchase facility		-			-			(28,390	)		-			(28,390	)
Dividend payments		(12,252	)		-			-			-			(12,252	)
Net cash provided by (used in) financing activities		(12,252	)		62,837			(31,116	)		(60,111	)		(40,642	)

Net increase in cash and cash equivalents		(45,460	)		149			2,858			-			(42,453	)
Cash and cash equivalents:
Beginning of period		141,245			3,097			36,646			-			180,988
End of period	$	95,785		$	3,246		$	39,504		$	-		$	138,535