. 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

	June 30, 2018
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and cash equivalents	$	373,344	$	4,875	$	-	$	-		$	378,219
Marketable securities		-		-		-		-			-
Restricted cash		-		7,443		-		-			7,443
Trade and other receivables		5,917		51,073		-		(2,271	)		54,719
Inventories:
Housing completed or under construction		-		1,077,406		-		-			1,077,406
Land and land under development		-		977,694		-		-			977,694
Total inventories		-		2,055,100		-		-			2,055,100

Intercompany receivables		1,812,520		12,314		-		(1,824,834	)		-
Investment in subsidiaries		308,599		-		-		(308,599	)		-
Property and equipment, net		23,595		31,517		-		-			55,112
Deferred tax asset, net		37,899		-		-		(549	)		37,350
Prepaid and other assets		7,596		37,854		-		-			45,450
Total homebuilding assets		2,569,470		2,200,176		-		(2,136,253	)		2,633,393

Financial Services:
Cash and cash equivalents		-		-		47,661		-			47,661
Marketable securities		-		-		44,328		-			44,328
Intercompany receivables		-		-		23,019		(23,019	)		-
Mortgage loans held-for-sale, net		-		-		107,185		-			107,185
Other assets		-		-		14,513		549			15,062
Total financial services assets		-		-		236,706		(22,470	)		214,236
Total Assets	$	2,569,470	$	2,200,176	$	236,706	$	(2,158,723	)	$	2,847,629

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	52,513	$	-	$	-		$	52,513
Accrued liabilities		42,024		124,883		-		1,992			168,899
Advances and notes payable to parent and subsidiaries		35,333		1,780,452		27,789		(1,843,574	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		987,272		-		-		-			987,272
Total homebuilding liabilities		1,079,629		1,957,848		27,789		(1,841,582	)		1,223,684

Financial Services:
Accounts payable and other liabilities		-		-		57,548		(4,263	)		53,285
Advances and notes payable to parent and subsidiaries		-		-		4,279		(4,279	)		-
Mortgage repurchase facility		-		-		80,819		-			80,819
Total financial services liabilities		-		-		142,646		(8,542	)		134,104
Total Liabilities		1,079,629		1,957,848		170,435		(1,850,124	)		1,357,788

Equity:
Total Stockholders' Equity		1,489,841		242,328		66,271		(308,599	)		1,489,841
Total Liabilities and Stockholders' Equity	$	2,569,470	$	2,200,176	$	236,706	$	(2,158,723	)	$	2,847,629

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 June 30, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	749,608		$	-		$	-		$	749,608
Cost of sales		-			(606,403	)		-			-			(606,403	)
Inventory impairments		-			(200	)		-			-			(200	)
Gross margin		-			143,005			-			-			143,005
Selling, general, and administrative expenses		(16,619	)		(64,729	)		-			(223	)		(81,571	)
Equity income of subsidiaries		75,341			-			-			(75,341	)		-
Interest and other income		1,783			292			2			(303	)		1,774
Other expense		8			(879	)		-			-			(871	)
Homebuilding pretax income (loss)		60,513			77,689			2			(75,867	)		62,337
Financial Services:
Financial services pretax income		-			-			13,753			526			14,279
Income before income taxes		60,513			77,689			13,755			(75,341	)		76,616
(Provision) benefit for income taxes		3,386			(12,867	)		(3,236	)		-			(12,717	)
Net income	$	63,899		$	64,822		$	10,519		$	(75,341	)	$	63,899
Other comprehensive income related to available-for-sale securities, net of tax		-			-			-			-			-
Comprehensive income	$	63,899		$	64,822		$	10,519		$	(75,341	)	$	63,899

	Three Months Ended June 30, 2017
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	648,971		$	-		$	-		$	648,971
Cost of sales		-			(540,279	)		-			-			(540,279	)
Inventory impairments		-			-			-			-			-
Gross margin		-			108,692			-			-			108,692
Selling, general, and administrative expenses		(12,233	)		(58,284	)		-			(192	)		(70,709	)
Equity income of subsidiaries		40,109			-			-			(40,109	)		-
Interest and other income		2,332			666			3			(154	)		2,847
Other expense		8			(674	)		-			-			(666	)
Other-than-temporary impairment of marketable securities		(1	)		-			-			-			(1	)
Homebuilding pretax income (loss)		30,215			50,400			3			(40,455	)		40,163
Financial Services:
Financial services pretax income		-			-			11,385			346			11,731
Income before income taxes		30,215			50,400			11,388			(40,109	)		51,894
(Provision) benefit for income taxes		3,656			(17,479	)		(4,200	)		-			(18,023	)
Net income	$	33,871		$	32,921		$	7,188		$	(40,109	)	$	33,871
Other comprehensive income related to available-for-sale securities, net of tax		1,944			-			456			(456	)		1,944
Comprehensive income	$	35,815		$	32,921		$	7,644		$	(40,565	)	$	35,815

Supplemental Condensed Combining Statement of Operations

	Six Months Ended June 30, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	1,357,296		$	-		$	-		$	1,357,296
Home and land cost of sales		-			(1,103,035	)		-			-			(1,103,035	)
Inventory impairments		-			(750	)		-			-			(750	)
Gross margin		-			253,511			-			-			253,511
Selling, general, and administrative expenses		(29,427	)		(123,058	)		-			(427	)		(152,912	)
Equity income of subsidiaries		122,510			-			-			(122,510	)		-
Interest and other income		3,556			610			4			(537	)		3,633
Other expense		15			(1,449	)		-			-			(1,434	)
Other-than-temporary impairment of marketable securities		-			-			-			-			-
Homebuilding pretax income (loss)		96,654			129,614			4			(123,474	)		102,798
Financial Services:
Financial services pretax income		-			-			23,386			964			24,350
Income before income taxes		96,654			129,614			23,390			(122,510	)		127,148
(Provision) benefit for income taxes		6,009			(24,959	)		(5,535	)		-			(24,485	)
Net income	$	102,663		$	104,655		$	17,855		$	(122,510	)	$	102,663
Other comprehensive income related to available for sale securities, net of tax		-			-			-			-			-
Comprehensive income	$	102,663		$	104,655		$	17,855		$	(122,510	)	$	102,663

	Six Months Ended June 30, 2017
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	1,212,697		$	-		$	-		$	1,212,697
Home and land cost of sales		-			(1,009,432	)		-			-			(1,009,432	)
Inventory impairments		-			(4,850	)		-			-			(4,850	)
Gross margin		-			198,415			-			-			198,415
Selling, general, and administrative expenses		(24,628	)		(112,005	)		-			(374	)		(137,007	)
Equity income of subsidiaries		69,140			-			-			(69,140	)		-
Interest and other income		4,008			1,340			4			(178	)		5,174
Other expense		16			(1,033	)		-			-			(1,017	)
Other-than-temporary impairment of marketable securities		(51	)		-			-			-			(51	)
Homebuilding pretax income (loss)		48,485			86,717			4			(69,692	)		65,514
Financial Services:
Financial services pretax income		-			-			22,188			552			22,740
Income before income taxes		48,485			86,717			22,192			(69,140	)		88,254
(Provision) benefit for income taxes		7,635			(31,574	)		(8,195	)		-			(32,134	)
Net income	$	56,120		$	55,143		$	13,997		$	(69,140	)	$	56,120
Other comprehensive income related to available for sale securities, net of tax		3,930			-			1,290			(1,290	)		3,930
Comprehensive income	$	60,050		$	55,143		$	15,287		$	(70,430	)	$	60,050

Supplementa

l Condensed Combining Statement

of Cash Flows

	Six Months Ended June 30, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(3,430	)	$	(96,911	)	$	44,153		$	-		$	(56,188	)
Net cash provided by (used in) investing activities		(63,986	)		(12,786	)		(2,218	)		113,740			34,750
Financing activities:
Payments from (advances to) subsidiaries		-			108,964			4,776			(113,740	)		-
Mortgage repurchase facility		-			-			(31,521	)		-			(31,521	)
Dividend payments		(33,793	)		-			-			-			(33,793	)
Proceeds from exercise of stock options		5,835			-			-			-			5,835
Net cash provided by (used in) financing activities		(27,958	)		108,964			(26,745	)		(113,740	)		(59,479	)

Net increase (decrease) in cash and cash equivalents		(95,374	)		(733	)		15,190			-			(80,917	)
Cash and cash equivalents:
Beginning of period		468,718			13,051			32,471			-			514,240
End of period	$	373,344		$	12,318		$	47,661		$	-		$	433,323

	Six Months Ended June 30, 2017
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	32,086		$	35,754		$	54,296		$	-		$	122,136
Net cash provided by (used in) investing activities		41,069			(88	)		(59	)		(42,879	)		(1,957	)
Financing activities:
Payments from (advances to) subsidiaries		-			(33,340	)		(9,539	)		42,879			-
Mortgage repurchase facility		-			-			(45,358	)		-			(45,358	)
Dividend payments		(25,809	)		-			-			-			(25,809	)
Proceeds from the exercise of stock options		7,304			-			-			-			7,304
Net cash provided by (used in) financing activities		(18,505	)		(33,340	)		(54,897	)		42,879			(63,863	)

Net increase (decrease) in cash and cash equivalents		54,650			2,326			(660	)		-			56,316
Cash and cash equivalents:
Beginning of period		255,679			7,186			23,822			-			286,687
End of period	$	310,329		$	9,512		$	23,162		$	-		$	343,003