Supplemental Guarantor Information | Supplemental Guarantor Information The Company’s obligations to pay principal, premium, if any, and interest under its $300.0 million unsecured revolving credit facility; 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 direct and indirect wholly owned homebuilding 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 that 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 an entity 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 JUNE 30, 2015 (in thousands) TRG, INC. GUARANTOR SUBSIDIARIES NON-GUARANTOR SUBSIDIARIES GUARANTOR ELIMINATIONS CONSOLIDATED TOTAL REVENUES $ 349,879 $ 301,285 $ 16,589 $ (14,118 ) $ 653,635 EXPENSES 318,181 272,251 7,895 (14,118 ) 584,209 OTHER (EXPENSE) INCOME (3,264 ) 299 83 — (2,882 ) Income from operations before taxes 28,434 29,333 8,777 — 66,544 Tax expense 10,231 10,553 3,158 — 23,942 Equity in net earnings of subsidiaries 24,399 — — (24,399 ) — NET INCOME $ 42,602 $ 18,780 $ 5,619 $ (24,399 ) $ 42,602 SIX MONTHS ENDED JUNE 30, 2015 REVENUES $ 618,461 $ 549,285 $ 28,989 $ (25,701 ) $ 1,171,034 EXPENSES 568,529 502,947 15,229 (25,701 ) 1,061,004 OTHER (EXPENSE) INCOME (2,838 ) 554 139 — (2,145 ) Income from operations before taxes 47,094 46,892 13,899 — 107,885 Tax expense 16,949 16,875 5,002 — 38,826 Equity in net earnings of subsidiaries 38,914 — — (38,914 ) — NET INCOME $ 69,059 $ 30,017 $ 8,897 $ (38,914 ) $ 69,059 THREE MONTHS ENDED JUNE 30, 2014 REVENUES $ 297,734 $ 280,874 $ 11,145 $ (12,364 ) $ 577,389 EXPENSES 268,737 256,838 13,079 (12,364 ) 526,290 OTHER INCOME 790 289 25 — 1,104 Income (loss) from operations before taxes 29,787 24,325 (1,909 ) — 52,203 Tax expense (benefit) 11,505 9,394 (738 ) — 20,161 Equity in net earnings of subsidiaries 13,760 — — (13,760 ) — NET INCOME (LOSS) $ 32,042 $ 14,931 $ (1,171 ) $ (13,760 ) $ 32,042 SIX MONTHS ENDED JUNE 30, 2014 REVENUES $ 548,141 $ 521,108 $ 19,343 $ (21,520 ) $ 1,067,072 EXPENSES 497,607 479,917 22,688 (21,520 ) 978,692 OTHER INCOME 1,485 483 25 — 1,993 Income (loss) from operations before taxes 52,019 41,674 (3,320 ) — 90,373 Tax expense (benefit) 20,033 16,050 (1,279 ) — 34,804 Equity in net earnings of subsidiaries 23,583 — — (23,583 ) — NET INCOME (LOSS) $ 55,569 $ 25,624 $ (2,041 ) $ (23,583 ) $ 55,569 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME THREE MONTHS ENDED JUNE 30, 2015 (in thousands) TRG, INC. GUARANTOR NON-GUARANTOR GUARANTOR CONSOLIDATED Net income $ 42,602 $ 18,780 $ 5,619 $ (24,399 ) $ 42,602 Other comprehensive loss, net: Amortization of actuarial loss on defined benefit pension plan, net 4 — — — 4 Unrealized loss on marketable securities, available-for-sale, net (150 ) — — — (150 ) Other comprehensive loss, net (146 ) — — — (146 ) Comprehensive income $ 42,456 $ 18,780 $ 5,619 $ (24,399 ) $ 42,456 SIX MONTHS ENDED JUNE 30, 2015 Net income $ 69,059 $ 30,017 $ 8,897 $ (38,914 ) $ 69,059 Other comprehensive (loss) income, net: Amortization of actuarial loss on defined benefit pension plan, net 51 16 5 — 72 Unrealized loss on marketable securities, available-for-sale, net (169 ) — — — (169 ) Other comprehensive (loss) income, net (118 ) 16 5 — (97 ) Comprehensive income $ 68,941 $ 30,033 $ 8,902 $ (38,914 ) $ 68,962 THREE MONTHS ENDED JUNE 30, 2014 Net income (loss) $ 32,042 $ 14,931 $ (1,171 ) $ (13,760 ) $ 32,042 Other comprehensive income, net: Amortization of actuarial loss on defined benefit pension plan, net 4 — — — 4 Unrealized gain on marketable securities, available-for-sale, net 236 — — — 236 Other comprehensive income, net 240 — — — 240 Comprehensive income (loss) $ 32,282 $ 14,931 $ (1,171 ) $ (13,760 ) $ 32,282 SIX MONTHS ENDED JUNE 30, 2014 Net income (loss) $ 55,569 $ 25,624 $ (2,041 ) $ (23,583 ) $ 55,569 Other comprehensive income, net: Amortization of actuarial loss on defined benefit pension plan, net 9 — — — 9 Unrealized gain on marketable securities, available-for-sale, net 424 — — — 424 Other comprehensive income, net 433 — — — 433 Comprehensive income (loss) $ 56,002 $ 25,624 $ (2,041 ) $ (23,583 ) $ 56,002 CONSOLIDATING BALANCE SHEETS JUNE 30, 2015 (in thousands) TRG, INC. GUARANTOR NON-GUARANTOR GUARANTOR CONSOLIDATED ASSETS Cash and cash equivalents $ 27,024 $ 242,732 $ 10,224 $ — $ 279,980 Marketable securities and restricted cash 17,341 — 18,727 — 36,068 Consolidated inventory owned 1,261,611 985,486 — — 2,247,097 Consolidated inventory not owned 16,091 — 13,629 — 29,720 Total housing inventories 1,277,702 985,486 13,629 — 2,276,817 Investment in subsidiaries 469,513 — — (469,513 ) — Intercompany receivables 728,147 — — (728,147 ) — Other assets 212,992 70,311 145,578 — 428,881 TOTAL ASSETS 2,732,719 1,298,529 188,158 (1,197,660 ) 3,021,746 LIABILITIES Accounts payable and other accrued liabilities 269,351 134,295 18,496 — 422,142 Financial services credit facilities — — 122,607 — 122,607 Debt 1,295,953 — — — 1,295,953 Intercompany payables — 724,026 4,121 (728,147 ) — TOTAL LIABILITIES 1,565,304 858,321 145,224 (728,147 ) 1,840,702 EQUITY STOCKHOLDERS’ EQUITY 1,167,415 440,208 29,305 (469,513 ) 1,167,415 NONCONTROLLING INTEREST — — 13,629 — 13,629 TOTAL LIABILITIES AND EQUITY $ 2,732,719 $ 1,298,529 $ 188,158 $ (1,197,660 ) $ 3,021,746 DECEMBER 31, 2014 ASSETS Cash and cash equivalents $ 29,993 $ 480,239 $ 10,963 $ — $ 521,195 Marketable securities and restricted cash 33,611 — 19,954 — 53,565 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 208,842 59,171 163,493 — 431,506 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 facilities — — 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 CONSOLIDATING STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2015 (in thousands) TRG, INC. GUARANTOR NON-GUARANTOR GUARANTOR CONSOLIDATED CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 69,059 $ 30,017 $ 8,897 $ (38,914 ) $ 69,059 Adjustments to reconcile net income to net cash (used for) provided by operating activities: 18,320 4,485 227 — 23,032 Changes in assets and liabilities (170,716 ) (86,211 ) 4,701 38,914 (213,312 ) Other operating activities, net (3,182 ) — — — (3,182 ) Net cash (used for) provided by operating activities (86,519 ) (51,709 ) 13,825 — (124,403 ) CASH FLOWS FROM INVESTING ACTIVITIES Return of investment in unconsolidated joint ventures, net 366 — — — 366 Additions to property, plant and equipment (7,709 ) (6,662 ) (20 ) — (14,391 ) Purchases of marketable securities, available-for-sale — — (631 ) — (631 ) Proceeds from sales and maturities of marketable securities, available-for-sale 349 — 531 — 880 Net cash used for investing activities (6,994 ) (6,662 ) (120 ) — (13,776 ) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in debt (126,481 ) — — — (126,481 ) Decrease in borrowings against financial services credit facilities, net — — (6,782 ) — (6,782 ) Common stock dividends and stock-based compensation 13,629 — — — 13,629 Decrease in restricted cash 16,116 — 1,327 — 17,443 Intercompany balances 187,779 (178,848 ) (8,931 ) — — Other financing activities, net (499 ) (288 ) (58 ) — (845 ) Net cash provided by (used for) financing activities 90,544 (179,136 ) (14,444 ) — (103,036 ) Net decrease in cash and cash equivalents (2,969 ) (237,507 ) (739 ) — (241,215 ) Cash and cash equivalents at beginning of period 29,993 480,239 10,963 — 521,195 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 27,024 $ 242,732 $ 10,224 $ — $ 279,980 SIX MONTHS ENDED JUNE 30, 2014 (in thousands) TRG, INC. GUARANTOR NON-GUARANTOR GUARANTOR CONSOLIDATED CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) from continuing operations $ 55,569 $ 25,624 $ (2,041 ) $ (23,583 ) $ 55,569 Adjustments to reconcile net income (loss) from continuing operations to net cash (used for) provided by operating activities: 16,501 4,489 203 — 21,193 Changes in assets and liabilities (207,804 ) (69,021 ) 71,281 23,583 (181,961 ) Other operating activities, net (992 ) — — — (992 ) Net cash (used for) provided by operating activities from continuing operations (136,726 ) (38,908 ) 69,443 — (106,191 ) CASH FLOWS FROM INVESTING ACTIVITIES Return of investment in unconsolidated joint ventures, net 366 — — — 366 Additions to property, plant and equipment (6,448 ) (3,380 ) (47 ) — (9,875 ) Purchases of marketable securities, available-for-sale (238,315 ) — (800 ) — (239,115 ) Proceeds from sales and maturities of marketable securities, available-for-sale 339,157 — 1,800 — 340,957 Net cash provided by (used for) investing activities from continuing operations 94,760 (3,380 ) 953 — 92,333 CASH FLOWS FROM FINANCING ACTIVITIES Decrease in borrowings against financial services credit facilities, net — — (14,006 ) — (14,006 ) Common stock dividends and stock-based compensation 20,243 — — — 20,243 Increase in restricted cash (3,859 ) — (1,776 ) — (5,635 ) Intercompany balances 19,563 35,680 (55,243 ) — — Other financing activities, net (376 ) — (155 ) — (531 ) Net cash provided by (used for) financing activities from continuing operations 35,571 35,680 (71,180 ) — 71 Net decrease in cash and cash equivalents from continuing operations (6,395 ) (6,608 ) (784 ) — (13,787 ) Cash flows from operating activities— discontinued operations — (27 ) — — (27 ) Cash and cash equivalents at beginning of period 25,521 193,383 9,109 — 228,013 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,126 $ 186,748 $ 8,325 $ — $ 214,199 |