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 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 Oregon, Inc. (formerly known as Richmond American Homes of Delaware, 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 (

)

default or event of default exists or would result from release of such guarantee, (

) 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, (

) 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, (

) such release would

not

have a material adverse effect on the homebuilding business of the Company and its subsidiaries and (

) 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 3, 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, 2018
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and cash equivalents	$	348,609	$	4,259	$	-	$	-		$	352,868
Marketable securities		49,817		-		-		-			49,817
Restricted cash		-		6,198		-		-			6,198
Trade and other receivables		2,904		52,327		-		(2,322	)		52,909
Inventories:
Housing completed or under construction		-		1,009,197		-		-			1,009,197
Land and land under development		-		964,660		-		-			964,660
Total inventories		-		1,973,857		-		-			1,973,857

Intercompany receivables		1,776,963		2,803		-		(1,779,766	)		-
Investment in subsidiaries		239,705		-		-		(239,705	)		-
Property and equipment, net		24,013		29,355		-		-			53,368
Deferred tax asset, net		41,463		-		-		(979	)		40,484
Prepaid and other assets		8,867		29,148		-		-			38,015
Total homebuilding assets		2,492,341		2,097,947		-		(2,022,772	)		2,567,516

Financial Services:
Cash and cash equivalents		-		-		48,514		-			48,514
Marketable securities		-		-		40,912		-			40,912
Intercompany receivables		-		-		22,726		(22,726	)		-
Mortgage loans held-for-sale, net		-		-		113,158		-			113,158
Other assets		-		-		16,083		979			17,062
Total financial services assets		-		-		241,393		(21,747	)		219,646
Total Assets	$	2,492,341	$	2,097,947	$	241,393	$	(2,044,519	)	$	2,787,162

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	53,347	$	-	$	-		$	53,347
Accrued liabilities		32,387		121,968		-		890			155,245
Advances and notes payable to parent and subsidiaries		25,529		1,745,126		27,791		(1,798,446	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		986,932		-		-		-			986,932
Total homebuilding liabilities		1,059,848		1,920,441		27,791		(1,797,556	)		1,210,524

Financial Services:
Accounts payable and other liabilities		-		-		57,231		(3,212	)		54,019
Advances and notes payable to parent and subsidiaries		-		-		4,046		(4,046	)		-
Mortgage repurchase facility		-		-		90,126		-			90,126
Total financial services liabilities		-		-		151,403		(7,258	)		144,145
Total Liabilities		1,059,848		1,920,441		179,194		(1,804,814	)		1,354,669

Equity:
Total Stockholders' Equity		1,432,493		177,506		62,199		(239,705	)		1,432,493
Total Liabilities and Stockholders' Equity	$	2,492,341	$	2,097,947	$	241,393	$	(2,044,519	)	$	2,787,162

Supplemental Co

ndensed Combining Balance Sheet

	December 31, 2017
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and cash equivalents	$	468,718	$	4,239	$	-	$	-		$	472,957
Marketable securities		49,634		-		-		-			49,634
Restricted cash		-		8,812		-		-			8,812
Trade and other receivables		8,200		47,422		-		(2,260	)		53,362
Inventories:
Housing completed or under construction		-		936,685		-		-			936,685
Land and land under development		-		893,051		-		-			893,051
Total inventories		-		1,829,736		-		-			1,829,736

Intercompany receivables		1,578,830		2,803		5,291		(1,586,924	)		-
Investment in subsidiaries		317,400		-		-		(317,400	)		-
Property and equipment, net		24,557		1,882		-		-			26,439
Deferred tax assets, net		42,862		-		-		(1,382	)		41,480
Other assets		7,260		68,406		-		-			75,666
Total Homebuilding Assets		2,497,461		1,963,300		5,291		(1,907,966	)		2,558,086

Financial Services:
Cash and cash equivalents		-		-		32,471		-			32,471
Marketable securities		-		-		42,004		-			42,004
Intercompany receivables		-		-		40,139		(40,139	)		-
Mortgage loans held-for-sale, net		-		-		138,114		-			138,114
Other assets		-		-		8,235		1,382			9,617
Total Financial Services Assets		-		-		260,963		(38,757	)		222,206
Total Assets	$	2,497,461	$	1,963,300	$	266,254	$	(1,946,723	)	$	2,780,292

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	39,655	$	-	$	-		$	39,655
Accrued liabilities		40,344		122,544		37		3,387			166,312
Advances and notes payable to parent and subsidiaries		48,233		1,547,593		27,015		(1,622,841	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		986,597		-		-		-			986,597
Total Homebuilding Liabilities		1,090,174		1,709,792		27,052		(1,619,454	)		1,207,564

Financial Services:
Accounts payable and accrued liabilities		-		-		58,748		(5,647	)		53,101
Advances and notes payable to parent and subsidiaries		-		-		4,222		(4,222	)		-
Mortgage repurchase facility		-		-		112,340		-			112,340
Total Financial Services Liabilities		-		-		175,310		(9,869	)		165,441
Total Liabilities		1,090,174		1,709,792		202,362		(1,629,323	)		1,373,005

Equity:
Total Stockholders' Equity		1,407,287		253,508		63,892		(317,400	)		1,407,287
Total Liabilities and Stockholders' Equity	$	2,497,461	$	1,963,300	$	266,254	$	(1,946,723	)	$	2,780,292

Supplementa

l Condensed Combining Statement

of Operations

	Three Months Ended March 31, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	607,688		$	-		$	-		$	607,688
Cost of sales		-			(496,632	)		-			-			(496,632	)
Inventory impairments		-			(550	)		-			-			(550	)
Gross margin		-			110,506			-			-			110,506
Selling, general, and administrative expenses		(12,808	)		(58,329	)		-			(204	)		(71,341	)
Equity income of subsidiaries		47,169			-			-			(47,169	)		-
Interest and other income		1,773			318			2			(234	)		1,859
Other expense		7			(570	)		-			-			(563	)
Homebuilding pretax income (loss)		36,141			51,925			2			(47,607	)		40,461
Financial Services:
Financial services pretax income		-			-			9,633			438			10,071
Income before income taxes		36,141			51,925			9,635			(47,169	)		50,532
(Provision) benefit for income taxes		2,623			(12,092	)		(2,299	)		-			(11,768	)
Net income	$	38,764		$	39,833		$	7,336		$	(47,169	)	$	38,764
Other comprehensive income related to available-for-sale securities, net of tax		-			-			-			-			-
Comprehensive income	$	38,764		$	39,833		$	7,336		$	(47,169	)	$	38,764

	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

Supplementa

l Condensed Combining Statement

of Cash Flows

	Three Months Ended March 31, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(8,950	)	$	(79,547	)	$	27,011		$	-		$	(61,486	)
Net cash provided by (used in) investing activities		(94,576	)		(6,250	)		(60	)		94,509			(6,377	)
Financing activities:
Payments from (advances to) subsidiaries		-			83,203			11,306			(94,509	)		-
Mortgage repurchase facility		-			-			(22,214	)		-			(22,214	)
Dividend payments		(16,865	)		-			-			-			(16,865	)
Proceeds from exercise of stock options		282			-			-			-			282
Net cash provided by (used in) financing activities		(16,583	)		83,203			(10,908	)		(94,509	)		(38,797	)

Net increase in cash and cash equivalents		(120,109	)		(2,594	)		16,043			-			(106,660	)
Cash and cash equivalents:
Beginning of period		468,718			13,051			32,471			-			514,240
End of period	$	348,609		$	10,457		$	48,514		$	-		$	407,580

	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		$	22,396		$	47,135		$	-		$	94,337
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 the 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			1,528			(491	)		-			37,604
Cash and cash equivalents:
Beginning of period		255,679			7,186			23,822			-			286,687
End of period	$	292,246		$	8,714		$	23,331		$	-		$	324,291