Supplemental Guarantor Information (Tables)

6 Months Ended

Jun. 30, 2013

Supplemental Guarantor Information

CONSOLIDATING STATEMENTS OF EARNINGS

THREE MONTHS ENDED JUNE 30, 2013

NON-

GUARANTOR

CONSOLIDATING

CONSOLIDATED

(in thousands)

TRG, INC.

SUBSIDIARIES

ELIMINATIONS

TOTAL

REVENUES

269,336

219,784

15,004

(11,129

)

492,995

EXPENSES

249,937

203,091

7,378

(11,129

)

449,277

OTHER INCOME

561

Income from continuing

operations before taxes

19,960

16,693

7,626

44,279

Tax (benefit) expense

(101,273

)

(85,769

)

(186,952

)

Equity in net earnings of subsidiaries

109,998

(109,998

)

Net income from continuing

operations

231,231

102,462

7,536

(109,998

)

231,231

Loss from discontinued operations,

net of taxes

(37

)

(12

)

(37

)

NET INCOME

231,194

102,450

7,536

(109,986

)

231,194

(in thousands)

SIX MONTHS ENDED JUNE 30, 2013

REVENUES

471,634

388,823

26,183

(18,965

)

867,675

EXPENSES

443,372

363,816

14,236

(18,965

)

802,459

OTHER INCOME

1,266

Income from continuing

operations before taxes

29,528

25,007

11,947

66,482

Tax (benefit) expense

(101,187

)

(85,695

)

129

(186,753

)

Equity in net earnings of subsidiaries

122,520

(122,520

)

Net income from continuing

operations

253,235

110,702

11,818

(122,520

)

253,235

Income from discontinued operations,

net of taxes

(41

)

NET INCOME

253,311

110,743

11,818

(122,561

)

253,311

CONSOLIDATING STATEMENTS OF EARNINGS

	THREE MONTHS ENDED JUNE 30, 2012
							NON-
				GUARANTOR			GUARANTOR		CONSOLIDATING			CONSOLIDATED
(in thousands)	TRG, INC.			SUBSIDIARIES			SUBSIDIARIES		ELIMINATIONS			TOTAL
REVENUES	$	156,304		$	128,289		$	9,176	$	-		$	293,769
EXPENSES	153,859			127,958			6,232		-			288,049
OTHER INCOME	519			-			-		-			519
Income from continuing
operations before taxes	2,964			331			2,944		-			6,239
Tax expense (benefit)	88			(110		)	212		-			190
Equity in net earnings of subsidiaries	3,173			-			-		(3,173		)	-
Net income from continuing
operations	6,049			441			2,732		(3,173		)	6,049
Income from discontinued operations,
net of taxes	223			135			-		(135		)	223
NET INCOME	$	6,272		$	576		$	2,732	$	(3,308	)	$	6,272

(in thousands)	SIX MONTHS ENDED JUNE 30, 2012
REVENUES	$	267,211		$	226,917		$	15,510	$	-		$	509,638
EXPENSES	266,692			228,772			11,921		-			507,385
OTHER INCOME	965			-			-		-			965
Income (loss) from continuing
operations before taxes	1,484			(1,855		)	3,589		-			3,218
Tax expense (benefit)	88			(110		)	212		-			190
Equity in net earnings of subsidiaries	1,632			-			-		(1,632		)	-
Net income (loss) from continuing
operations	3,028			(1,745		)	3,377		(1,632		)	3,028
Loss from discontinued operations,
net of taxes	(1,864		)	(841		)	-		841			(1,864		)
NET INCOME (LOSS)	$	1,164		$	(2,586	)	$	3,377	$	(791	)	$	1,164

CONSOLIDATING STATEMENTS OF OTHER COMPREHENSIVE INCOME

THREE MONTHS ENDED JUNE 30, 2013

NON-

GUARANTOR

CONSOLIDATING

CONSOLIDATED

(in thousands)

TRG, INC.

SUBSIDIARIES

ELIMINATIONS

TOTAL

Net income

231,194

102,450

7,536

(109,986

)

231,194

Other comprehensive loss before tax:

Unrealized loss on marketable

securities, available-for-sale:

Unrealized loss

(662

)

(662

)

Less: reclassification adjustments for

gains included in net income

(189

)

(189

)

Other comprehensive loss before tax

(851

)

(851

)

Income tax benefit related to items

of other comprehensive loss

Other comprehensive loss, net of tax

(851

)

(851

)

Comprehensive income

230,343

102,450

7,536

(109,986

)

230,343

SIX MONTHS ENDED JUNE 30, 2013

Net income

253,311

110,743

11,818

(122,561

)

253,311

Other comprehensive loss before tax:

Unrealized loss on marketable

securities, available-for-sale:

Unrealized loss

(634

)

(634

)

Less: reclassification adjustments for

gains included in net income

(341

)

(341

)

Other comprehensive loss before tax

(975

)

(975

)

Income tax benefit related to items

of other comprehensive loss

Other comprehensive loss, net of tax

(975

)

(975

)

Comprehensive income

252,336

110,743

11,818

(122,561

)

252,336

CONSOLIDATING STATEMENTS OF OTHER COMPREHENSIVE INCOME

	THREE MONTHS ENDED JUNE 30, 2012
							NON-
				GUARANTOR			GUARANTOR		CONSOLIDATING			CONSOLIDATED
(in thousands)	TRG, INC.			SUBSIDIARIES			SUBSIDIARIES		ELIMINATIONS			TOTAL
Net income	$	6,272		$	576		$	2,732	$	(3,308	)	$	6,272
Other comprehensive loss before tax:
Reduction of unrealized gain related to
cash flow hedging instruments	(301		)	-			-		-			(301		)
Unrealized gain on marketable
securities, available-for-sale:
Unrealized gain	139			-			-		-			139
Less: reclassification adjustments for
gains included in net income	(80		)	-			-		-			(80		)
Total unrealized gain on marketable
securities, available-for-sale	59			-			-		-			59
Other comprehensive loss before tax	(242		)	-			-		-			(242		)
Income tax benefit related to items
of other comprehensive loss	115			-			-		-			115
Other comprehensive loss, net of tax	(127		)	-			-		-			(127		)
Comprehensive income	$	6,145		$	576		$	2,732	$	(3,308	)	$	6,145

	SIX MONTHS ENDED JUNE 30, 2012
Net income (loss)	$	1,164		$	(2,586	)	$	3,377	$	(791	)	$	1,164
Other comprehensive income before tax:
Reduction of unrealized gain related to
cash flow hedging instruments	(603		)	-			-		-			(603		)
Unrealized gain on marketable
securities, available-for-sale:
Unrealized gain	933			-			-		-			933
Less: reclassification adjustments for
gains included in net income (loss)	(13		)	-			-		-			(13		)
Total unrealized gain on marketable
securities, available-for-sale	920			-			-		-			920
Other comprehensive income before tax	317			-			-		-			317
Income tax benefit related to items
of other comprehensive income	230			-			-		-			230
Other comprehensive income, net of tax	547			-			-		-			547
Comprehensive income (loss)	$	1,711		$	(2,586	)	$	3,377	$	(791	)	$	1,711

CONSOLIDATING BALANCE SHEETS

	JUNE 30, 2013
					NON-
			GUARANTOR		GUARANTOR		CONSOLIDATING			CONSOLIDATED
(in thousands)	TRG, INC.		SUBSIDIARIES		SUBSIDIARIES		ELIMINATIONS			TOTAL
ASSETS
Cash and cash equivalents	$	20,020	$	235,195	$	9,374	$	-		$	264,589
Marketable securities and restricted cash	414,506		-		26,344		-			440,850
Consolidated inventory owned	746,257		585,270		-		-			1,331,527
Consolidated inventory not owned	17,415		-		16,379		-			33,794
Total housing inventories	763,672		585,270		16,379		-			1,365,321
Investment in subsidiaries	360,692		-		-		(360,692		)	-
Intercompany receivables	547,957		-		-		(547,957		)	-
Other assets	275,451		59,842		113,006		-			448,299
Assets of discontinued operations	-		32		-		-			32
TOTAL ASSETS	2,382,298		880,339		165,103		(908,649		)	2,519,091

LIABILITIES
Accounts payable and other
accrued liabilities	199,375		83,293		36,642		-			319,310
Debt	1,400,085		-		-		-			1,400,085
Intercompany payables	-		472,865		75,092		(547,957		)	-
Liabilities of discontinued operations	564		479		-		-			1,043
TOTAL LIABILITIES	1,600,024		556,637		111,734		(547,957		)	1,720,438
EQUITY
STOCKHOLDERS’ EQUITY	782,274		323,702		36,990		(360,692		)	782,274
NONCONTROLLING INTEREST	-		-		16,379		-			16,379
TOTAL LIABILITIES AND EQUITY	$	2,382,298	$	880,339	$	165,103	$	(908,649	)	$	2,519,091

	DECEMBER 31, 2012
ASSETS
Cash and cash equivalents	$	29,735	$	117,838	$	8,119	$	-		$	155,692
Marketable securities and restricted cash	431,452		-		27,461		-			458,913
Consolidated inventory owned	643,619		394,309		-		-			1,037,928
Consolidated inventory not owned	17,666		-		21,824		-			39,490
Total housing inventories	661,285		394,309		21,824		-			1,077,418
Investment in subsidiaries	244,917		-		-		(244,917		)	-
Intercompany receivables	368,126		-		-		(368,126		)	-
Other assets	76,183		43,572		119,661		-			239,416
Assets of discontinued operations	187		2,293		-		-			2,480
TOTAL ASSETS	1,811,885		558,012		177,065		(613,043		)	1,933,919

LIABILITIES
Accounts payable and other
accrued liabilities	172,906		68,929		30,320		-			272,155
Debt	1,134,468		-		-		-			1,134,468
Intercompany payables	-		275,163		92,963		(368,126		)	-
Liabilities of discontinued operations	575		961		-		-			1,536
TOTAL LIABILITIES	1,307,949		345,053		123,283		(368,126		)	1,408,159
EQUITY
STOCKHOLDERS’ EQUITY	503,936		212,959		31,958		(244,917		)	503,936
NONCONTROLLING INTEREST	-		-		21,824		-			21,824
TOTAL LIABILITIES AND EQUITY	$	1,811,885	$	558,012	$	177,065	$	(613,043	)	$	1,933,919

CONSOLIDATING STATEMENTS OF CASH FLOWS

CONSOLIDATING STATEMENT OF CASH FLOWS

	SIX MONTHS ENDED JUNE 30, 2013
				GUARANTOR			NON-GUARANTOR			CONSOLIDATING			CONSOLIDATED
(in thousands)	TRG, INC.			SUBSIDIARIES			SUBSIDIARIES			ELIMINATIONS			TOTAL
CASH FLOWS FROM OPERATING ACTIVITIES
Net income from continuing operations	$	253,235		$	110,702		$	11,818		$	(122,520	)	$	253,235
Adjustments to reconcile net income from continuing
operations to net cash (used for) provided by
operating activities	(198,615		)	3,725			93			-			(194,797		)
Changes in assets and liabilities	(186,174		)	(155,066		)	6,501			122,520			(212,219		)
Other operating activities, net	(238		)	-			-			-			(238		)
Net cash (used for) provided by operating activities from continuing operations	(131,792		)	(40,639		)	18,412			-			(154,019		)
CASH FLOWS FROM INVESTING ACTIVITIES
Return of investment in (contributions to) unconsolidated
joint ventures, net	185			(5,000		)	-			-			(4,815		)
Additions to property, plant and equipment	(4,158		)	(3,699		)	(403		)	-			(8,260		)
Purchases of marketable securities, available-for-sale	(488,424		)	-			(2,476		)	-			(490,900		)
Proceeds from sales and maturities of marketable securities,
available-for-sale	513,033			-			3,350			-			516,383
Cash paid to acquire a business	-			(31,007		)	-			-			(31,007		)
Net cash provided by (used for) investing activities from continuing operations	20,636			(39,706		)	471			-			(18,599		)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in debt	265,305			-			-			-			265,305
Common stock dividends and stock-based compensation	23,973			-			-			-			23,973
(Increase) decrease in restricted cash	(8,006		)	-			243			-			(7,763		)
Intercompany balances	(179,831		)	197,702			(17,871		)	-			-
Net cash provided by (used for) financing activities from continuing operations	101,441			197,702			(17,628		)	-			281,515
Net (decrease) increase in cash and cash equivalents from continuing operations	(9,715		)	117,357			1,255			-			108,897
Cash flows from operating activities–discontinued operations	-			(24		)	-			-			(24		)
Cash flows from investing activities–discontinued operations	-			24			-			-			24
Cash flows from financing activities–discontinued operations	-			-			-			-			-
Cash and cash equivalents at beginning of year	29,735			117,865			8,119			-			155,719
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20,020		$	235,222		$	9,374		$	-		$	264,616

	SIX MONTHS ENDED JUNE 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) from continuing operations	$	3,028		$	(1,745	)	$	3,377		$	(1,632	)	$	3,028
Adjustments to reconcile net income (loss) from continuing
operations to net cash (used for) provided by
operating activities	8,687			4,418			268			-			13,373
Changes in assets and liabilities	(70,561		)	(13,597		)	11,786			1,632			(70,740		)
Other operating activities, net	(784		)	-			-			-			(784		)
Net cash (used for) provided by operating activities from continuing operations	(59,630		)	(10,924		)	15,431			-			(55,123		)
CASH FLOWS FROM INVESTING ACTIVITIES
Return of investment in unconsolidated joint ventures, net	539			1,332			-			-			1,871
Additions to property, plant and equipment	(3,503		)	(1,915		)	(16		)	-			(5,434		)
Purchases of marketable securities, available-for-sale	(468,012		)	-			(1,678		)	-			(469,690		)
Proceeds from sales and maturities of marketable securities,
available-for-sale	506,783			-			1,904			-			508,687
Other investing activities, net	-			-			(10		)	-			(10		)
Net cash provided by (used for) investing activities from continuing operations	35,807			(583		)	200			-			35,424
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in debt	224,909			(1,188		)	-			-			223,721
Increase in borrowings against revolving credit facilities, net	-			-			338			-			338
Common stock dividends and stock-based compensation	1,750			-			-			-			1,750
(Increase) decrease in restricted cash	(14,175		)	-			4,164			-			(10,011		)
Intercompany balances	(194,164		)	210,429			(16,265		)	-			-
Net cash provided by (used for) financing activities from continuing operations	18,320			209,241			(11,763		)	-			215,798
Net (decrease) increase in cash and cash equivalents from continuing operations	(5,503		)	197,734			3,868			-			196,099
Cash flows from operating activities–discontinued operations	436			(73		)	-			-			363
Cash flows from investing activities–discontinued operations	6			73			-			-			79
Cash flows from financing activities–discontinued operations	-			-			-			-			-
Cash and cash equivalents at beginning of year	25,430			117,101			16,638			-			159,169
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20,369		$	314,835		$	20,506		$	-		$	355,710