24.	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.

●

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.

M.D.C. Holding

s, Inc.

Supplemental

Condensed

Combining Balance Sheet

	December 31, 2018
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
	Dollars in thousands
ASSETS
Homebuilding:
Cash and cash equivalents	$	410,127	$	4,597	$	-	$	-		$	414,724
Marketable securities		-		-		-		-			-
Restricted cash		-		6,363		-		-			6,363
Trade and other receivables		758		52,224		-		-			52,982
Inventories:
Housing completed or under construction		-		952,436		-		-			952,436
Land and land under development		-		1,180,558		-		-			1,180,558
Total inventories		-		2,132,994		-		-			2,132,994

Intercompany receivables		1,735,342		7,369		-		(1,742,711	)		-
Investment in subsidiaries		455,848		-		-		(455,848	)		-
Property and equipment, net		23,896		34,271		-		-			58,167
Deferred tax assets, net		36,168		-		-		1,010			37,178
Metropolitan district bond securities (related party)		-		-		-		-			-
Other assets		12,234		33,560		-		-			45,794
Total Homebuilding Assets		2,674,373		2,271,378		-		(2,197,549	)		2,748,202

Financial Services:
Cash and cash equivalents		-		-		49,052		-			49,052
Marketable securities		-		-		40,879		-			40,879
Intercompany receivables		-		-		22,346		(22,346	)		-
Mortgage loans held-for-sale, net		-		-		149,211		-			149,211
Other assets		-		-		14,743		(1,010	)		13,733
Total Financial Services Assets		-		-		276,231		(23,356	)		252,875
Total Assets	$	2,674,373	$	2,271,378	$	276,231	$	(2,220,905	)	$	3,001,077

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	50,505	$	-	$	-		$	50,505
Accrued liabilities		65,691		125,387		-		5,169			196,247
Advances and notes payable to parent and subsidiaries		29,715		1,727,248		295		(1,757,258	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		987,967		-		-		-			987,967
Total Homebuilding Liabilities		1,098,373		1,903,140		295		(1,752,089	)		1,249,719

Financial Services:
Accounts payable and accrued liabilities		-		-		63,712		(5,169	)		58,543
Advances and notes payable to parent and subsidiaries		-		-		7,799		(7,799	)		-
Mortgage repurchase facility		-		-		116,815		-			116,815
Total Financial Services Liabilities		-		-		188,326		(12,968	)		175,358
Total Liabilities		1,098,373		1,903,140		188,621		(1,765,057	)		1,425,077

Equity:
Total Stockholders' Equity		1,576,000		368,238		87,610		(455,848	)		1,576,000
Total Liabilities and Stockholders' Equity	$	2,674,373	$	2,271,378	$	276,231	$	(2,220,905	)	$	3,001,077

M.D.C. Holdings, Inc.

Supplemental

Condensed

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
Metropolitan district bond securities (related party)		-		-		-		-			-
Other assets, net		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, net		-		-		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

M.D.C. Holdings, Inc.

Supplemental

Condensed

Combining Statements

Operations and Comprehensive Income

	Year Ended December 31, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	2,981,811		$	-		$	-		$	2,981,811
Cost of Sales		-			(2,415,139	)		-			-			(2,415,139	)
Inventory impairments		-			(21,850	)		-			-			(21,850	)
Gross margin		-			544,822			-			-			544,822
Selling, general, and administrative expenses		(64,824	)		(264,475	)		-			(502	)		(329,801	)
Equity income of subsidiaries		254,723			-			-			(254,723	)		-
Interest and other income		7,843			1,029			4			(1,158	)		7,718
Net realized gains (losses) from the sales of marketable securities		-			-			-			-			-
Realized gain from the sale of metropolitan district bond		-			-			-			-			-
securities (related party)		-			-			-			-			-
Other expense		30			(5,275	)		-			-			(5,245	)
Homebuilding pretax income (loss)		197,772			276,101			4			(256,383	)		217,494
Financial Services:
Financial services pretax income		-			-			44,700			1,660			46,360
Income before income taxes		197,772			276,101			44,704			(254,723	)		263,854
Provision for income taxes		13,008			(55,539	)		(10,543	)		-			(53,074	)
Net income	$	210,780		$	220,562		$	34,161		$	(254,723	)	$	210,780
Other comprehensive income related to available-for-sale securities, net of tax		-			-			-			-			-
Comprehensive income	$	210,780		$	220,562		$	34,161		$	(254,723	)	$	210,780

M.D.C. Holdings, Inc.

Supplemental

Condensed

Combining Statement

Operations and

Comprehensive Income

	Year Ended December 31, 2017
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	2,503,242		$	-		$	-		$	2,503,242
Cost of Sales		-			(2,078,371	)		98			-			(2,078,273	)
Inventory impairments		-			(10,010	)		-			-			(10,010	)
Gross margin		-			414,861			98			-			414,959
Selling, general, and administrative expenses		(52,252	)		(234,430	)		-			(806	)		(287,488	)
Equity income of subsidiaries		144,190			-			-			(144,190	)		-
Interest and other income		5,420			2,834			6			(546	)		7,714
Net realized gains (losses) from the sales of marketable securities		17,775			-			-			-			17,775
Realized gain from the sale of metropolitan district bond securities (related party)		35,847			-			-						35,847
Other expense		21			(2,838	)		-			-			(2,817	)
Other-than-temporary impairment of marketable securities		(51	)		-			-			-			(51	)
Homebuilding pretax income (loss)		150,950			180,427			104			(145,542	)		185,939
Financial Services:
Financial services pretax income		-			-			42,441			1,352			43,793
Income before income taxes		150,950			180,427			42,545			(144,190	)		229,732
Provision for income taxes		(9,115	)		(64,051	)		(14,731	)		-			(87,897	)
Net income	$	141,835		$	116,376		$	27,814		$	(144,190	)	$	141,835
Other comprehensive income related to available-for-sale securities, net of tax		(18,079	)		-			3,382			(3,382	)		(18,079	)
Comprehensive income	$	123,756		$	116,376		$	31,196		$	(147,572	)	$	123,756

M.D.C. Holdings, Inc.

Supplemental

Condensed

Combining Statements

Operations and Comprehensive Income

	Year Ended December 31, 2016
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	2,262,853		$	-		$	-		$	2,262,853
Cost of Sales		-			(1,888,957	)		(300	)		-			(1,889,257	)
Inventory impairments		-			(10,173	)		-			-			(10,173	)
Gross margin		-			363,723			(300	)		-			363,423
Selling, general, and administrative expenses		(39,632	)		(210,546	)		-			(362	)		(250,540	)
Equity income of subsidiaries		125,431			-			-			(125,431	)		-
Interest and other income		4,257			2,188			5			(417	)		6,033
Net realized gains (losses) from the sales of marketable securities		979			-			-			-			979
Realized gain from the sale of metropolitan district bond securities (related party)		-			-			-			-			-
Other expense		1			(3,448	)		-			-			(3,447	)
Other-than-temporary impairment of marketable securities		(1,070	)		-			-			-			(1,070	)
Homebuilding pretax income (loss)		89,966			151,917			(295	)		(126,210	)		115,378
Financial Services:
Financial services pretax income		-			-			35,624			779			36,403
Income before income taxes		89,966			151,917			35,329			(125,431	)		151,781
Provision for income taxes		13,245			(48,613	)		(13,202	)		-			(48,570	)
Net income	$	103,211		$	103,304		$	22,127		$	(125,431	)	$	103,211
Other comprehensive income related to available-for-sale securities, net of tax		6,356			-			1,084			(1,084	)		6,356
Comprehensive income	$	109,567		$	103,304		$	23,211		$	(126,515	)	$	109,567

M.D.C. Holdings, Inc.

Supplementa

l Condensed Combining Statement

of Cash Flows

	Year Ended December 31, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	10,925		$	(47,132	)	$	28,301		$	-		$	(7,906	)
Net cash provided by (used in) investing activities		(8,632	)		(25,415	)		(2,639	)		56,900			20,214
Financing activities:
Payments from (advances to) subsidiaries		-			70,456			(13,556	)		(56,900	)		-
Advances on mortgage repurchase facility, net		-			-			4,475			-			4,475
Dividend payments		(67,718	)		-			-			-			(67,718	)
Payments of deferred financing costs		(3,026	)		-			-			-			(3,026	)
Proceeds from exercise of stock options		9,860			-			-			-			9,860
Net cash provided by (used in) financing activities		(60,884	)		70,456			(9,081	)		(56,900	)		(56,409	)

Net increase (decrease) in cash and cash equivalents		(58,591	)		(2,091	)		16,581			-			(44,101	)
Cash and cash equivalents:
Beginning of period		468,718			13,051			32,471			-			514,240
End of period	$	410,127		$	10,960		$	49,052		$	-		$	470,139

	Year Ended December 31, 2017
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by operating activities	$	30,815		$	8,991		$	30,700		$	-		$	70,506
Net cash provided by (used in) investing activities		80,822			(454	)		(253	)		(22,325	)		57,790
Financing activities:
Payments from (advances to) subsidiaries		-			(2,672	)		(19,653	)		22,325			-
Advances on mortgage repurchase facility, net		-			-			(2,145	)		-			(2,145	)
Proceeds from issuance of senior notes		146,463			-			-			-			146,463
Dividend payments		(51,897	)		-			-			-			(51,897	)
Excess tax benefits from stock-based compensation		(2,665	)		-			-			-			(2,665	)
Proceeds from exercise of stock options		9,501			-			-			-			9,501
Net cash provided by (used in) financing activities		101,402			(2,672	)		(21,798	)		22,325			99,257

Net increase in cash and cash equivalents		213,039			5,865			8,649			-			227,553
Cash and cash equivalents:
Beginning of period		255,679			7,186			23,822			-			286,687
End of period	$	468,718		$	13,051		$	32,471		$	-		$	514,240

M.D.C. Holdings, Inc.

Supplementa

l Condensed Combining Statement

of Cash Flows

	Year Ended December 31, 2016
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(4,807	)	$	124,957		$	(4,205	)	$	-		$	115,945
Net cash provided by (used in) investing activities		168,329			(1,481	)		(23,779	)		(133,851	)		9,218
Financing activities:
Payments from (advances to) subsidiaries		-			(123,137	)		(10,714	)		133,851			-
Advances on mortgage repurchase facility, net		-			-			25,874			-			25,874
Proceeds from the issuance of senior notes		-			-			-			-			-
Dividend payments		(49,088	)		-			-			-			(49,088	)
Excess tax benefit from share-based awards		-			-			-			-			-
Proceeds from the exercise of stock options		-			-			-			-			-
Net cash provided by (used in) financing activities		(49,088	)		(123,137	)		15,160			133,851			(23,214	)

Net increase (decrease) in cash and cash equivalents		114,434			339			(12,824	)		-			101,949
Cash and cash equivalents:
Beginning of period		141,245			6,847			36,646			-			184,738
End of period	$	255,679		$	7,186		$	23,822		$	-		$	286,687