Supplemental Guarantor Information (Tables)

12 Months Ended

Dec. 31, 2014

Supplemental Guarantor Information

CONSOLIDATING STATEMENTS OF EARNINGS

	YEAR ENDED DECEMBER 31, 2014
(in thousands)		TRG, INC.		GUARANTOR SUBSIDIARIES		NON- GUARANTOR SUBSIDIARIES		CONSOLIDATING ELIMINATIONS			CONSOLIDATED TOTAL
REVENUES	$	1,403,003	$	1,222,842	$	45,168	$	(55,944	)	$	2,615,069
EXPENSES		1,248,612		1,104,005		37,860		(55,944	)		2,334,533
OTHER INCOME		2,677		1,112		139		–			3,928
Income from operations before taxes		157,068		119,949		7,447		–			284,464
Tax expense		60,000		45,820		2,845		–			108,665
Equity in net earnings of subsidiaries		78,731		–		–		(78,731	)		–
NET INCOME	$	175,799	$	74,129	$	4,602	$	(78,731	)	$	175,799

		YEAR ENDED DECEMBER 31, 2013
REVENUES	$	1,207,509		$	921,252		$	51,380		$	(39,386	)	$	2,140,755
EXPENSES		1,098,288			858,399			31,312			(39,386	)		1,948,613
OTHER INCOME		2,857			692			–			–			3,549
Income from continuing operations before taxes		112,078			63,545			20,068			–			195,691
Tax benefit		(105,043	)		(59,557	)		(18,808	)		–			(183,408	)
Equity in net earnings of subsidiaries		161,978			–			–			(161,978	)		–
Net income from continuing operations		379,099			123,102			38,876			(161,978	)		379,099
Income from discontinued operations, net of taxes		106			1			–			(1	)		106
NET INCOME	$	379,205		$	123,103		$	38,876		$	(161,979	)	$	379,205

		YEAR ENDED DECEMBER 31, 2012
REVENUES	$	711,947		$	562,181		$	37,619	$	(3,281	)	$	1,308,466
EXPENSES		688,510			549,176			24,477		(3,281	)		1,258,882
OTHER (LOSS) INCOME		(6,448	)		831			–		–			(5,617	)
Income from continuing operations before taxes		16,989			13,836			13,142		–			43,967
Tax expense		612			499			474		–			1,585
Equity in net earnings of subsidiaries		26,005			–			–		(26,005	)		–
Net income from continuing operations		42,382			13,337			12,668		(26,005	)		42,382
Loss from discontinued operations, net of taxes		(2,000	)		(1,018	)		–		1,018			(2,000	)
NET INCOME	$	40,382		$	12,319		$	12,668	$	(24,987	)	$	40,382

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

	YEAR ENDED DECEMBER 31, 2014
(in thousands)		TRG, INC.		GUARANTOR SUBSIDIARIES		NON- GUARANTOR SUBSIDIARIES		CONSOLIDATING ELIMINATIONS			CONSOLIDATED TOTAL
Net income	$	175,799	$	74,129	$	4,602	$	(78,731	)	$	175,799
Other comprehensive income, net:
Amortization of actuarial loss on defined benefit pension plan, net		12		4		1		–			17
Unrealized gain on marketable securities, available-for-sale, net		341		–		–		–			341
Other comprehensive income, net		353		4		1		–			358
Comprehensive income	$	176,152	$	74,133	$	4,603	$	(78,731	)	$	176,157

		YEAR ENDED DECEMBER 31, 2013
Net income	$	379,205		$	123,103		$	38,876		$	(161,979	)	$	379,205
Other comprehensive loss, net:
Actuarial loss on defined benefit pension plan, net		(871	)		(83	)		(80	)		–			(1,034	)
Unrealized loss on marketable securities, available-for-sale, net		(215	)		–			–			–			(215	)
Other comprehensive loss, net		(1,086	)		(83	)		(80	)		–			(1,249	)
Comprehensive income	$	378,119		$	123,020		$	38,796		$	(161,979	)	$	377,956

		YEAR ENDED DECEMBER 31, 2012
Net income	$	40,382		$	12,319	$	12,668	$	(24,987	)	$	40,382
Other comprehensive loss, net:
Reduction of unrealized gain related to cash flow hedging instruments, net		(1,056	)		–		–		–			(1,056	)
Unrealized gain on marketable securities, available-for-sale, net		984			–		–		–			984
Other comprehensive loss, net		(72	)		–		–		–			(72	)
Comprehensive income	$	40,310		$	12,319	$	12,668	$	(24,987	)	$	40,310

CONSOLIDATING BALANCE SHEETS

	DECEMBER 31, 2014
(in thousands)		TRG, INC.		GUARANTOR SUBSIDIARIES		NON- GUARANTOR SUBSIDIARIES		CONSOLIDATING ELIMINATIONS			CONSOLIDATED TOTAL
ASSETS
Cash and cash equivalents	$	29,993	$	480,239	$	10,963	$	–		$	521,195
Marketable securities and restricted cash		38,810		–		19,954		–			58,764
Consolidated inventory owned		1,116,024		898,988		–		–			2,015,012
Consolidated inventory not owned		16,381		–		14,430		–			30,811
Total housing inventories		1,132,405		898,988		14,430		–			2,045,823
Investment in subsidiaries		439,627		–		–		(439,627	)		–
Intercompany receivables		915,926		–		–		(915,926	)		–
Other assets		203,643		59,171		163,493		–			426,307
TOTAL ASSETS		2,760,404		1,438,398		208,840		(1,355,553	)		3,052,089
LIABILITIES
Accounts payable and other accrued liabilities		272,752		125,333		22,533		–			420,618
Financial services credit facility		–		–		129,389		–			129,389
Debt		1,403,079		–		–		–			1,403,079
Intercompany payables		–		902,874		13,052		(915,926	)		–
TOTAL LIABILITIES		1,675,831		1,028,207		164,974		(915,926	)		1,953,086
EQUITY
STOCKHOLDERS' EQUITY		1,084,573		410,191		29,436		(439,627	)		1,084,573
NONCONTROLLING INTEREST		–		–		14,430		–			14,430
TOTAL LIABILITIES AND EQUITY	$	2,760,404	$	1,438,398	$	208,840	$	(1,355,553	)	$	3,052,089

		DECEMBER 31, 2013
ASSETS
Cash and cash equivalents	$	25,521	$	193,356	$	9,109	$	–		$	227,986
Marketable securities and restricted cash		377,267		–		25,922		–			403,189
Consolidated inventory owned		955,943		660,664		–		–			1,616,607
Consolidated inventory not owned		17,297		–		15,879		–			33,176
Total housing inventories		973,240		660,664		15,879		–			1,649,783
Investment in subsidiaries		369,580		–		–		(369,580	)		–
Intercompany receivables		517,057		–		–		(517,057	)		–
Other assets		290,153		54,052		155,149		–			499,354
Assets of discontinued operations		–		30		–		–			30
TOTAL ASSETS		2,552,818		908,102		206,059		(886,637	)		2,780,342
LIABILITIES
Accounts payable and other accrued liabilities		247,328		106,420		31,773		–			385,521
Financial services credit facility		–		–		73,084		–			73,084
Debt		1,397,308		–		–		–			1,397,308
Intercompany payables		–		465,252		51,805		(517,057	)		–
Liabilities of discontinued operations		136		368		–		–			504
TOTAL LIABILITIES		1,644,772		572,040		156,662		(517,057	)		1,856,417
EQUITY
STOCKHOLDERS' EQUITY		908,046		336,062		33,518		(369,580	)		908,046
NONCONTROLLING INTEREST		–		–		15,879		–			15,879
TOTAL LIABILITIES AND EQUITY	$	2,552,818	$	908,102	$	206,059	$	(886,637	)	$	2,780,342

CONSOLIDATING STATEMENTS OF CASH FLOWS

	YEAR ENDED DECEMBER 31, 2014
(in thousands)		TRG, INC.			GUARANTOR SUBSIDIARIES			NON- GUARANTOR SUBSIDIARIES			CONSOLIDATING ELIMINATIONS			CONSOLIDATED TOTAL
CASH FLOWS FROM OPERATING ACTIVITIES
Net income from continuing operations	$	175,799		$	74,129		$	4,602		$	(78,731	)	$	175,799
Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities		33,452			10,104			400			–			43,956
Changes in assets and liabilities		(133,952	)		(225,326	)		(26,179	)		78,731			(306,726	)
Other operating activities		(8,347	)		–			–			–			(8,347	)
Net cash provided by (used for) operating activities from continuing operations		66,952			(141,093	)		(21,177	)		–			(95,318	)
CASH FLOWS FROM INVESTING ACTIVITIES
Return of investment in unconsolidated joint ventures, net		1,662			898			–			–			2,560
Additions to property, plant and equipment		(12,644	)		(10,390	)		(72	)		–			(23,106	)
Purchases of marketable securities, available-for-sale		(640,344	)		–			(1,325	)		–			(641,669	)
Proceeds from sales and maturities of marketable securities, available-for-sale		937,152			–			2,675			–			939,827
Net cash provided by (used for) investing activities from continuing operations		285,826			(9,492	)		1,278			–			277,612
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in debt		5,082			–			–			–			5,082
Increase in borrowings against revolving credit facilities, net		–			–			56,305			–			56,305
Common stock dividends, repurchases and stock-based compensation		(1,456	)		–			–			–			(1,456	)
Decrease in restricted cash		49,696			–			4,618			–			54,314
Intercompany balances		(398,870	)		437,623			(38,753	)		–			–
Other financing activities		(2,758	)		(155	)		(417	)		–			(3,330	)
Net cash (used for) provided by financing activities from continuing operations		(348,306	)		437,468			21,753			–			110,915
Net increase in cash and cash equivalents from continuing operations		4,472			286,883			1,854			–			293,209
Cash flows from operating activities—discontinued operations		–			(27	)		–			–			(27	)
Cash and cash equivalents at beginning of year		25,521			193,383			9,109			–			228,013
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	29,993		$	480,239		$	10,963		$	–		$	521,195

	YEAR ENDED DECEMBER 31, 2013
(in thousands)		TRG, INC.			GUARANTOR SUBSIDIARIES			NON- GUARANTOR SUBSIDIARIES			CONSOLIDATING ELIMINATIONS			CONSOLIDATED TOTAL
CASH FLOWS FROM OPERATING ACTIVITIES
Net income from continuing operations	$	379,099		$	123,102		$	38,876		$	(161,978	)	$	379,099
Adjustments to reconcile net income from continuing operations to net cash used for operating activities		(225,331	)		8,225			281			–			(216,825	)
Changes in assets and liabilities		(309,524	)		(202,163	)		(70,717	)		161,978			(420,426	)
Other operating activities		(1,887	)		–			–			–			(1,887	)
Net cash used for operating activities from continuing operations		(157,643	)		(70,836	)		(31,560	)		–			(260,039	)
CASH FLOWS FROM INVESTING ACTIVITIES
Contributions to unconsolidated joint ventures, net		(302	)		(2,925	)		–			–			(3,227	)
Additions to property, plant and equipment		(9,546	)		(9,760	)		(602	)		–			(19,908	)
Purchases of marketable securities, available-for-sale		(752,043	)		–			(4,174	)		–			(756,217	)
Proceeds from sales and maturities of marketable securities, available-for-sale		823,759			–			5,573			–			829,332
Cash paid for business acquisitions		(19,837	)		(31,050	)		–			–			(50,887	)
Net cash provided by (used for) investing activities from continuing operations		42,031			(43,735	)		797			–			(907	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in debt		262,202			–			–			–			262,202
Increase in borrowings against revolving credit facilities, net		–			–			73,084			–			73,084
Common stock dividends and stock-based compensation		22,672			–			–			–			22,672
(Increase) decrease in restricted cash		(19,281	)		–			140			–			(19,141	)
Intercompany balances		(148,931	)		190,089			(41,158	)		–			–
Other financing activities		(7,659	)		–			(313	)		–			(7,972	)
Net cash provided by financing activities from continuing operations		109,003			190,089			31,753			–			330,845
Net (decrease) increase in cash and cash equivalents from continuing operations		(6,609	)		75,518			990			–			69,899
Cash flows from operating activities—discontinued operations		–			(25	)		–			–			(25	)
Cash flows from investing activities—discontinued operations		–			25			–			–			25
Cash and cash equivalents at beginning of year		32,130			117,865			8,119			–			158,114
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	25,521		$	193,383		$	9,109		$	–		$	228,013

	YEAR ENDED DECEMBER 31, 2012
(in thousands)		TRG, INC.			GUARANTOR SUBSIDIARIES			NON- GUARANTOR SUBSIDIARIES			CONSOLIDATING ELIMINATIONS			CONSOLIDATED TOTAL
CASH FLOWS FROM OPERATING ACTIVITIES
Net income from continuing operations	$	42,382		$	13,337		$	12,668		$	(26,005	)	$	42,382
Adjustments to reconcile net income from continuing operations to net cash used for operating activities		28,691			7,873			500			–			37,064
Changes in assets and liabilities		(118,790	)		(56,003	)		(40,397	)		26,005			(189,185	)
Other operating activities		(1,319	)		–			–			–			(1,319	)
Net cash used for operating activities from continuing operations		(49,036	)		(34,793	)		(27,229	)		–			(111,058	)
CASH FLOWS FROM INVESTING ACTIVITIES
Return of investment in unconsolidated joint ventures, net		708			1,602			–			–			2,310
Additions to property, plant and equipment		(7,596	)		(4,560	)		(68	)		–			(12,224	)
Purchases of marketable securities, available-for-sale		(1,170,627	)		–			(5,481	)		–			(1,176,108	)
Proceeds from sales and maturities of marketable securities, available-for-sale		1,134,675			–			6,293			–			1,140,968
Cash paid for business acquisitions		(80,182	)		–			–			–			(80,182	)
Other investing activities		–			–			109			–			109
Net cash (used for) provided by investing activities from continuing operations		(123,022	)		(2,958	)		853			–			(125,127	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in debt		301,145			(1,188	)		(22	)		–			299,935
Decrease in borrowings against revolving credit facilities, net		–			–			(49,933	)		–			(49,933	)
Common stock dividends and stock-based compensation		8,955			–			–			–			8,955
(Increase) decrease in restricted cash		(18,658	)		–			4,814			–			(13,844	)
Intercompany balances		(102,914	)		39,705			63,209			–			–
Other financing activities		(9,910	)		–			(211	)		–			(10,121	)
Net cash provided by financing activities from continuing operations		178,618			38,517			17,857			–			234,992
Net increase (decrease) in cash and cash equivalents from continuing operations		6,560			766			(8,519	)		–			(1,193	)
Cash flows from operating activities—discontinued operations		(31	)		(73	)		–			–			(104	)
Cash flows from investing activities—discontinued operations		4			71			–			–			75
Cash and cash equivalents at beginning of year		25,597			117,101			16,638			–			159,336
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	32,130		$	117,865		$	8,119		$	–		$	158,114