Note 19. Supplemental Guarantor Information

The Company’s obligations to pay principal, premium, if any, and interest under its 5.4 percent senior notes due January 2015; 8.4 percent senior notes due May 2017; 1.6 percent convertible senior notes due May 2018; 0.25 percent convertible senior notes due June 2019; 6.6 percent senior notes due May 2020; and 5.4 percent senior notes due October 2022 are guaranteed on a joint and several basis by substantially all of its Guarantor Subsidiaries. Such guarantees are full and unconditional.

In lieu of providing separate financial statements for the Guarantor Subsidiaries, the accompanying condensed consolidating financial statements have been included. Management does not believe that separate financial statements for the Guarantor Subsidiaries are material to investors and are, therefore, not presented.

In the event a Guarantor Subsidiary is sold or disposed of (whether by merger, consolidation, sale of its capital stock or sale of all or substantially all of its assets [other than by lease]), and whether or not the Guarantor Subsidiary is the surviving corporation in such transaction, to a Person which is not the Company or a Restricted Subsidiary of the Company, such Guarantor Subsidiary will be released from its obligations under its guarantee if (a) the sale or other disposition is in compliance with the indenture and (b) all the obligations of such Guarantor Subsidiary under any agreements relating to any other indebtedness of the Company or its restricted subsidiaries terminate upon consummation of such transaction. In addition, a Guarantor Subsidiary will be released from its obligations under the indenture if such Subsidiary ceases to be a Restricted Subsidiary (in compliance with the applicable provisions of the indenture).

The following information presents the consolidating statements of earnings, financial position and cash flows for (a) the parent company and issuer, The Ryland Group, Inc. (“TRG, Inc.”); (b) the Guarantor Subsidiaries; (c) the non-Guarantor Subsidiaries; and (d) the consolidation eliminations used to arrive at the consolidated information for The Ryland Group, Inc. and subsidiaries.

CONSOLIDATING STATEMENTS OF EARNINGS

THREE MONTHS ENDED SEPTEMBER 30, 2013

NON-

GUARANTOR

CONSOLIDATING

CONSOLIDATED

(in thousands)

TRG, INC.

SUBSIDIARIES

ELIMINATIONS

TOTAL

REVENUES

323,969

249,258

13,514

(10,318

)

576,423

EXPENSES

297,453

227,953

7,497

(10,318

)

522,585

OTHER INCOME

148

Income from continuing operations before taxes

26,664

21,305

6,017

53,986

Tax (benefit) expense

(1,047

)

1,433

428

Equity in net earnings of subsidiaries

25,847

(25,847

)

Net income from continuing operations

53,558

19,872

5,975

(25,847

)

53,558

Income (loss) from discontinued operations, net of taxes

(21

)

NET INCOME

53,649

19,851

5,975

(25,826

)

53,649

NINE MONTHS ENDED SEPTEMBER 30, 2013

REVENUES

795,603

638,081

39,697

(29,283

)

1,444,098

EXPENSES

740,825

591,769

21,733

(29,283

)

1,325,044

OTHER INCOME

1,414

Income from continuing operations before taxes

56,192

46,312

17,964

120,468

Tax (benefit) expense

(102,234

)

(84,262

)

171

(186,325

)

Equity in net earnings of subsidiaries

148,367

(148,367

)

Net income from continuing operations

306,793

130,574

17,793

(148,367

)

306,793

Income from discontinued operations, net of taxes

167

(20

)

167

NET INCOME

306,960

130,594

17,793

(148,387

)

306,960

CONSOLIDATING STATEMENTS OF EARNINGS

				THREE MONTHS ENDED SEPTEMBER 30, 2012
						NON-
				GUARANTOR		GUARANTOR			CONSOLIDATING			CONSOLIDATED
(in thousands)	TRG, INC.			SUBSIDIARIES		SUBSIDIARIES			ELIMINATIONS			TOTAL
REVENUES	$	194,984		$	154,212	$	9,497		$	-		$	358,693

EXPENSES	188,576			144,902		6,111			-			339,589
OTHER LOSS	(8,674		)	-		-			-			(8,674		)

(Loss) income from continuing operations before taxes	(2,266		)	9,310		3,386			-			10,430
Tax (benefit) expense	(100		)	226		(103		)	-			23
Equity in net earnings of subsidiaries	12,573			-		-			(12,573		)	-
Net income from continuing operations	10,407			9,084		3,489			(12,573		)	10,407
Income from discontinued operations, net of taxes	238			186		-			(186		)	238
NET INCOME	$	10,645		$	9,270	$	3,489		$	(12,759	)	$	10,645

				NINE MONTHS ENDED SEPTEMBER 30, 2012
REVENUES	$	462,195		$	381,129		$	25,007	$	-		$	868,331

EXPENSES	455,268			373,674			18,032		-			846,974
OTHER LOSS	(7,709		)	-			-		-			(7,709		)

(Loss) income from continuing operations before taxes	(782		)	7,455			6,975		-			13,648
Tax (benefit) expense	(12		)	116			109		-			213
Equity in net earnings of subsidiaries	14,205			-			-		(14,205		)	-
Net income from continuing operations	13,435			7,339			6,866		(14,205		)	13,435
Loss from discontinued operations, net of taxes	(1,626		)	(655		)	-		655			(1,626		)
NET INCOME	$	11,809		$	6,684		$	6,866	$	(13,550	)	$	11,809

CONSOLIDATING STATEMENTS OF OTHER COMPREHENSIVE INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2013

NON-

GUARANTOR

CONSOLIDATING

CONSOLIDATED

(in thousands)

TRG, INC.

SUBSIDIARIES

ELIMINATIONS

TOTAL

Net income

53,649

19,851

5,975

(25,826

)

53,649

Other comprehensive income before tax:

Unrealized gain on marketable securities, available-for-sale:

Unrealized gain

433

Less: reclassification adjustments for losses included in net income

253

Other comprehensive income before tax

686

Income tax benefit related to items of other comprehensive income

Other comprehensive income, net of tax

686

Comprehensive income

54,335

19,851

5,975

(25,826

)

54,335

NINE MONTHS ENDED SEPTEMBER 30, 2013

Net income

306,960

130,594

17,793

(148,387

)

306,960

Other comprehensive loss before tax:

Unrealized loss on marketable securities, available-for-sale:

Unrealized loss

(201

)

(201

)

Less: reclassification adjustments for gains included in net income

(88

)

(88

)

Other comprehensive loss before tax

(289

)

(289

)

Income tax benefit related to items of other comprehensive loss

Other comprehensive loss, net of tax

(289

)

(289

)

Comprehensive income

306,671

130,594

17,793

(148,387

)

306,671

CONSOLIDATING STATEMENTS OF OTHER COMPREHENSIVE INCOME

				THREE MONTHS ENDED SEPTEMBER 30, 2012
						NON-
				GUARANTOR		GUARANTOR		CONSOLIDATING			CONSOLIDATED
(in thousands)	TRG, INC.			SUBSIDIARIES		SUBSIDIARIES		ELIMINATIONS			TOTAL
Net income	$	10,645		$	9,270	$	3,489	$	(12,759	)	$	10,645
Other comprehensive loss before tax:
Reduction of unrealized gain related to cash flow hedging instruments	(1,106		)	-		-		-			(1,106		)
Unrealized gain on marketable securities, available-for-sale:
Unrealized gain	225			-		-		-			225
Less: reclassification adjustments for gains included in net income	(9		)	-		-		-			(9		)
Total unrealized gain on marketable securities, available-for-sale	216			-		-		-			216
Other comprehensive loss before tax	(890		)	-		-		-			(890		)
Income tax benefit related to items of other comprehensive loss	423			-		-		-			423
Other comprehensive loss, net of tax	(467		)	-		-		-			(467		)
Comprehensive income	$	10,178		$	9,270	$	3,489	$	(12,759	)	$	10,178

				NINE MONTHS ENDED SEPTEMBER 30, 2012
Net income	$	11,809		$	6,684	$	6,866	$	(13,550	)	$	11,809
Other comprehensive loss before tax:
Reduction of unrealized gain related to cash flow hedging instruments	(1,709		)	-		-		-			(1,709		)
Unrealized gain on marketable securities, available-for-sale:
Unrealized gain	1,158			-		-		-			1,158
Less: reclassification adjustments for gains included in net income	(22		)	-		-		-			(22		)
Total unrealized gain on marketable securities, available-for-sale	1,136			-		-		-			1,136
Other comprehensive loss before tax	(573		)	-		-		-			(573		)
Income tax benefit related to items of other comprehensive income	653			-		-		-			653
Other comprehensive income, net of tax	80			-		-		-			80
Comprehensive income	$	11,889		$	6,684	$	6,866	$	(13,550	)	$	11,889

CONSOLIDATING BALANCE SHEETS

SEPTEMBER 30, 2013

NON-

GUARANTOR

CONSOLIDATING

CONSOLIDATED

(in thousands)

TRG, INC.

SUBSIDIARIES

ELIMINATIONS

TOTAL

ASSETS

Cash and cash equivalents

22,376

112,071

10,084

144,531

Marketable securities and restricted cash

429,082

30,487

459,569

Consolidated inventory owned

878,008

663,784

1,541,792

Consolidated inventory not owned

17,384

16,131

33,515

Total housing inventories

895,392

663,784

16,131

1,575,307

Investment in subsidiaries

380,463

(380,463

)

Intercompany receivables

462,465

(462,465

)

Other assets

292,044

56,476

110,370

458,890

Assets of discontinued operations

TOTAL ASSETS

2,481,822

832,362

167,072

(842,928

)

2,638,328

LIABILITIES

Accounts payable and other accrued liabilities

247,215

95,276

44,682

387,173

Debt

1,397,892

Intercompany payables

393,115

69,350

(462,465

)

Liabilities of discontinued operations

135

417

552

TOTAL LIABILITIES

1,645,242

488,808

114,032

(462,465

)

1,785,617

EQUITY

STOCKHOLDERS’ EQUITY

836,580

343,554

36,909

(380,463

)

836,580

NONCONTROLLING INTEREST

16,131

TOTAL LIABILITIES AND EQUITY

2,481,822

832,362

167,072

(842,928

)

2,638,328

					DECEMBER 31, 2012
ASSETS
Cash and cash equivalents	$	32,130	$	117,838	$	8,119	$	-		$	158,087
Marketable securities and restricted cash	429,057		-		27,461		-			456,518
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 STATEMENT OF CASH FLOWS

							NINE MONTHS ENDED SEPTEMBER 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	$	306,793		$	130,574		$	17,793		$	(148,367	)	$	306,793
Adjustments to reconcile net income from continuing operations to net cash (used for) provided by operating activities	(210,059		)	5,729			184			-			(204,146		)
Changes in assets and liabilities	(271,697		)	(218,064		)	11,203			148,367			(330,191		)
Other operating activities, net	(728		)	-			-			-			(728		)
Net cash (used for) provided by operating activities from continuing operations	(175,691		)	(81,761		)	29,180			-			(228,272		)
CASH FLOWS FROM INVESTING ACTIVITIES
Return of investment in (contributions to) unconsolidated joint ventures, net	128			(3,567		)	-			-			(3,439		)
Additions to property, plant and equipment	(6,558		)	(7,341		)	(576		)	-			(14,475		)
Purchases of marketable securities, available-for-sale	(612,930		)	-			(2,825		)	-			(615,755		)
Proceeds from sales and maturities of marketable securities, available-for-sale	629,773			-			4,499			-			634,272
Cash paid for business acquisitions	(19,880		)	(31,050		)	-			-			(50,930		)
Net cash (used for) provided by investing activities from continuing operations	(9,467		)	(41,958		)	1,098			-			(50,327		)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in debt	262,951			-			-			-			262,951
Common stock dividends and stock-based compensation	23,247			-			-			-			23,247
Increase in restricted cash	(16,455		)	-			(4,700		)	-			(21,155		)
Intercompany balances	(94,339		)	117,952			(23,613		)	-			-
Net cash provided by (used for) financing activities from continuing operations	175,404			117,952			(28,313		)	-			265,043
Net (decrease) increase in cash and cash equivalents from continuing operations	(9,754		)	(5,767		)	1,965			-			(13,556		)
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	32,130			117,865			8,119			-			158,114
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	22,376		$	112,098		$	10,084		$	-		$	144,558

CONSOLIDATING STATEMENT OF CASH FLOWS

	NINE MONTHS ENDED SEPTEMBER 30, 2012
				GUARANTOR			NON-GUARANTOR			CONSOLIDATING			CONSOLIDATED
(in thousands)	TRG, INC.			SUBSIDIARIES			SUBSIDIARIES			ELIMINATIONS			TOTAL
CASH FLOWS FROM OPERATING ACTIVITIES
Net income from continuing operations	$	13,435		$	7,339		$	6,866		$	(14,205	)	$	13,435
Adjustments to reconcile net income from continuing operations to net cash (used for) provided by operating activities	23,043			5,998			320			-			29,361
Changes in assets and liabilities	(84,009		)	(7,872		)	457			14,205			(77,219		)
Other operating activities, net	(947		)	-			-			-			(947		)
Net cash (used for) provided by operating activities from continuing operations	(48,478		)	5,465			7,643			-			(35,370		)
CASH FLOWS FROM INVESTING ACTIVITIES
Return of investment in unconsolidated joint ventures, net	475			1,602			-			-			2,077
Additions to property, plant and equipment	(5,589		)	(3,272		)	(23		)	-			(8,884		)
Purchases of marketable securities, available-for-sale	(851,919		)	-			(3,307		)	-			(855,226		)
Proceeds from sales and maturities of marketable securities, available-for-sale	694,015			-			3,589			-			697,604
Cash paid for business acquisitions	(35,974		)	-			-			-			(35,974		)
Other investing activities, net	-			-			109			-			109
Net cash (used for) provided by investing activities from continuing operations	(198,992		)	(1,670		)	368			-			(200,294		)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in debt	297,502			(1,188		)	(22		)	-			296,292
Increase in borrowings against revolving credit facilities, net	-			-			8,524			-			8,524
Common stock dividends and stock-based compensation	6,546			-			-			-			6,546
(Increase) decrease in restricted cash	(14,620		)	-			4,737			-			(9,883		)
Intercompany balances	(40,192		)	64,320			(24,128		)	-			-
Net cash provided by (used for) financing activities from continuing operations	249,236			63,132			(10,889		)	-			301,479
Net increase (decrease) in cash and cash equivalents from continuing operations	1,766			66,927			(2,878		)	-			65,815
Cash flows from operating activities–discontinued operations	(41		)	(15		)	-			-			(56		)
Cash flows from investing activities–discontinued operations	14			74			-			-			88
Cash flows from financing activities–discontinued operations	-			-			-			-			-
Cash and cash equivalents at beginning of year	25,597			117,101			16,638			-			159,336
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	27,336		$	184,087		$	13,760		$	-		$	225,183