Supplemental Guarantor Information (Tables)

6 Months Ended

Jun. 30, 2012

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet

June 30, 2012

	SHLP Corp (a)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Total
	(In thousands)
Assets
Cash and cash equivalents	$	139,748	$	87,585		$	13,604	$	0		$	240,937
Restricted cash		12,180		1,190			489		0			13,859
Investments		0		29,025			0		0			29,025
Accounts and other receivables, net		103,850		22,442			38,442		(37,246	)		127,488
Receivables from related parties, net		9,086		24,357			19		0			33,462
Inventory		585,503		208,635			1,676		(1,053	)		794,761
Investments in joint ventures		3,995		1,063			12,974		0			18,032
Investments in subsidiaries		660,984		74,772			96,063		(831,819	)		0
Property and equipment, net		380		1,573			0		0			1,953
Other assets, net		18,464		7,923			38		0			26,425
Total assets	$	1,534,190	$	458,565		$	163,305	$	(870,118	)	$	1,285,942
Liabilities and equity
Liabilities:
Notes payable	$	751,700	$	0		$	0	$	0		$	751,700
Payables to related parties		20		0			0		4,306			4,326
Accounts payable		21,656		13,722			414		(41	)		35,751
Other liabilities		150,364		37,434			66,556		(38,258	)		216,096
Intercompany		332,837		(351,149	)		22,618		(4,306	)		0
Total liabilities		1,256,577		(299,993	)		89,588		(38,299	)		1,007,873
Equity:
SHLP equity:
Owners’ equity		270,419		751,364			73,261		(824,625	)		270,419
Accumulated other comprehensive income		7,194		7,194			0		(7,194	)		7,194
Total SHLP equity		277,613		758,558			73,261		(831,819	)		277,613
Non-controlling interests		0		0			456		0			456
Total equity		277,613		758,558			73,717		(831,819	)		278,069
Total liabilities and equity	$	1,534,190	$	458,565		$	163,305	$	(870,118	)	$	1,285,942

(a) Includes Shea Homes Funding Corp., whose financial position at June 30, 2012 was not material.

Condensed Consolidating Balance Sheet

December 31, 2011

	SHLP Corp (b)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Total
	(In thousands)
Assets
Cash and cash equivalents	$	157,511	$	96,100		$	14,755	$	0		$	268,366
Restricted cash		11,747		1,538			433		0			13,718
Investments		0		32,428			0		0			32,428
Accounts and other receivables, net		94,949		22,208			39,520		(35,988	)		120,689
Receivables from related parties, net		8,147		26,753			25,323		0			60,223
Inventory		574,832		173,333			36,857		(1,212	)		783,810
Investments in joint ventures		4,141		1,265			12,464		0			17,870
Investments in subsidiaries		698,886		85,118			98,555		(882,559	)		0
Property and equipment, net		380		1,612			0		0			1,992
Other assets, net		18,851		10,057			112		0			29,020
Total assets	$	1,569,444	$	450,412		$	228,019	$	(919,759	)	$	1,328,116
Liabilities and equity
Liabilities:
Notes payable	$	751,457	$	0		$	599	$	0		$	752,056
Payables to related parties		0		0			1		2,342			2,343
Accounts payable		30,781		15,453			377		(548	)		46,063
Other liabilities		140,992		36,954			58,931		(37,226	)		199,651
Intercompany		345,311		(365,259	)		21,714		(1,766	)		0
Total liabilities		1,268,541		(312,852	)		81,622		(37,198	)		1,000,113
Equity:
SHLP equity:
Owners’ equity		294,511		756,872			119,297		(876,169	)		294,511
Accumulated other comprehensive income		6,392		6,392			0		(6,392	)		6,392
Total SHLP equity		300,903		763,264			119,297		(882,561	)		300,903
Non-controlling interests		0		0			27,100		0			27,100
Total equity		300,903		763,264			146,397		(882,561	)		328,003
Total liabilities and equity	$	1,569,444	$	450,412		$	228,019	$	(919,759	)	$	1,328,116

(b) Includes Shea Homes Funding Corp., whose financial position at December 31, 2011 was not material.

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Condensed Consolidating Statement of Operations and Comprehensive Loss

Three Months Ended June 30, 2012

	SHLP Corp (a)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	96,466		$	34,700		$	1,302		$	0		$	132,468
Cost of sales		(80,318	)		(27,496	)		(259	)		95			(107,978	)
Gross margin		16,148			7,204			1,043			95			24,490
Selling expenses		(6,234	)		(2,839	)		(1,126	)		0			(10,199	)
General and administrative expenses		(7,995	)		(2,979	)		(599	)		0			(11,573	)
Equity in income (loss) from joint ventures, net		10			(7	)		314			0			317
Equity in loss from subsidiaries		(6,541	)		(9,534	)		(1,166	)		17,241			0
Interest expense		(5,511	)		(398	)		0			0			(5,909	)
Other (expense) income, net		(1,977	)		1,368			(7,694	)		(95	)		(8,398	)
Loss before income taxes		(12,100	)		(7,185	)		(9,228	)		17,241			(11,272	)
Income tax expense		(1	)		(838	)		(9	)		0			(848	)
Net loss		(12,101	)		(8,023	)		(9,237	)		17,241			(12,120	)
Less: Net loss attributable to non-controlling interests		0			0			19			0			19
Net loss attributable to SHLP	$	(12,101	)	$	(8,023	)	$	(9,218	)	$	17,241		$	(12,101	)
Comprehensive loss	$	(12,742	)	$	(8,664	)	$	(9,237	)	$	17,882		$	(12,761	)

(a) Includes Shea Homes Funding Corp.; no significant activity occurred in 2012.

Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

Three Months Ended June 30, 2011

	SHLP Corp (b)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	85,486		$	28,158		$	1,290		$	0		$	114,934
Cost of sales		(81,213	)		(22,935	)		(803	)		95			(104,856	)
Gross margin		4,273			5,223			487			95			10,078
Selling expenses		(6,945	)		(3,081	)		(1,144	)		0			(11,170	)
General and administrative expenses		(6,241	)		(1,467	)		(557	)		0			(8,265	)
Equity in (loss) income from joint ventures		(224	)		22			100			0			(102	)
Equity in income (loss) from subsidiaries		1,242			(680	)		(108	)		(454	)		0
Loss on debt extinguishment		(88,384	)		0			0			0			(88,384	)
Interest expense		(4,000	)		(375	)		0			0			(4,375	)
Other income (expense), net		(826	)		1,248			459			(95	)		786
(Loss) income before income taxes		(101,105	)		890			(763	)		(454	)		(101,432	)
Income tax benefit (expense)		0			680			(4	)		0			676
Net (loss) income		(101,105	)		1,570			(767	)		(454	)		(100,756	)
Less: Net income attributable to non-controlling interests		0			0			(349	)		0			(349	)
Net (loss) income attributable to SHLP	$	(101,105	)	$	1,570		$	(1,116	)	$	(454	)	$	(101,105	)
Comprehensive (loss) income	$	(99,834	)	$	2,841		$	(767	)	$	(1,725	)	$	(99,485	)

(b) Includes Shea Homes Funding Corp. since inception on April 26, 2011; no significant activity occurred for the financial statement period presented above.

Condensed Consolidating Statement of Operations and Comprehensive Loss

Six Months Ended June 30, 2012

	SHLP Corp (a)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	164,252		$	71,027		$	2,792		$	0		$	238,071
Cost of sales		(134,524	)		(58,203	)		(445	)		159			(193,013	)
Gross margin		29,728			12,824			2,347			159			45,058
Selling expenses		(11,613	)		(5,831	)		(2,107	)		0			(19,551	)
General and administrative expenses		(13,599	)		(5,030	)		(1,195	)		0			(19,824	)
Equity in income (loss) from joint ventures, net		139			(31	)		276			0			384
Equity in loss from subsidiaries		(2,790	)		(10,387	)		(2,443	)		15,620			0
Interest expense		(11,469	)		(724	)		(4	)		0			(12,197	)
Other (expense) income, net		(2,903	)		3,213			(6,243	)		(159	)		(6,092	)
Loss before income taxes		(12,507	)		(5,966	)		(9,369	)		15,620			(12,222	)
Income tax expense		(5	)		(86	)		(5	)		0			(96	)
Net loss		(12,512	)		(6,052	)		(9,374	)		15,620			(12,318	)
Less: Net income attributable to non-controlling interests		0			0			(194	)		0			(194	)
Net loss attributable to SHLP	$	(12,512	)	$	(6,052	)	$	(9,568	)	$	15,620		$	(12,512	)
Comprehensive loss	$	(11,710	)	$	(5,250	)	$	(9,374	)	$	14,818		$	(11,516	)

(a) Includes Shea Homes Funding Corp.; no significant activity occurred in 2012.

Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

Six Months Ended June 30, 2011

	SHLP Corp (b)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	146,273		$	38,867		$	3,853		$	0		$	188,993
Cost of sales		(133,735	)		(32,186	)		(2,524	)		143			(168,302	)
Gross margin		12,538			6,681			1,329			143			20,691
Selling expenses		(12,284	)		(4,676	)		(2,428	)		0			(19,388	)
General and administrative expenses		(12,436	)		(2,954	)		(1,098	)		0			(16,488	)
Equity in (loss) income from joint ventures		(426	)		15			(84	)		0			(495	)
Equity in (loss) income from subsidiaries		1,013			(1,412	)		(815	)		1,214			0
Loss on debt extinguishment		(88,384	)		0			0			0			(88,384	)
Interest expense		(7,739	)		(587	)		0			0			(8,326	)
Other income (expense), net		(1,673	)		2,926			1,307			(143	)		2,417
(Loss) income before income taxes		(109,391	)		(7	)		(1,789	)		1,214			(109,973	)
Income tax benefit (expense)		(3	)		1,034			(14	)		0			1,017
Net (loss) income		(109,394	)		1,027			(1,803	)		1,214			(108,956	)
Less: Net income attributable to non-controlling interests		0			0			(438	)		0			(438	)
Net (loss) income attributable to SHLP	$	(109,394	)	$	1,027		$	(2,241	)	$	1,214		$	(109,394	)
Comprehensive (loss) income	$	(107,443	)	$	2,978		$	(1,803	)	$	(737	)	$	(107,005	)

(b) Includes Shea Homes Funding Corp. since inception on April 26, 2011; no significant activity occurred for the financial statement period presented above.

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2012

	SHLP Corp (a)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Operating activities
Net cash (used in) provided by operating activities	$	(28,819	)	$	(29,883	)	$	22,534		$	2,538		$	(33,630	)
Investing activities
Proceeds from sale of available-for-sale investments		0			5,212			0			0			5,212
Other investing activities		50			1,543			(784	)		0			809
Net cash provided by (used in) investing activities		50			6,755			(784	)		0			6,021
Financing activities
Intercompany		11,860			14,613			(23,935	)		(2,538	)		0
Other financing activities		(854	)		0			1,034			0			180
Net cash provided by (used in) financing activities		11,006			14,613			(22,901	)		(2,538	)		180
Net decrease in cash and cash equivalents		(17,763	)		(8,515	)		(1,151	)		0			(27,429	)
Cash and cash equivalents at beginning of period		157,511			96,100			14,755			0			268,366
Cash and cash equivalents at end of period	$	139,748		$	87,585		$	13,604		$	0		$	240,937

(a) Includes Shea Homes Funding Corp.; no significant activity occurred in 2012.

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2011

	SHLP Corp (b)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In thousands)
Operating activities
Net cash (used in) provided by operating activities	$	(18,295	)	$	(21,379	)	$	223		$	(5,057	)	$	(44,508	)
Investing activities
Net proceeds from promissory notes from related parties		(2,026	)		(31,267	)		(453	)		135,487			101,741
Investments in joint ventures		(300	)		(86	)		(15,414	)		0			(15,800	)
Other investing activities		(72	)		2,445			5,525			0			7,898
Net cash provided by (used in) investing activities		(2,398	)		(28,908	)		(10,342	)		135,487			93,839
Financing activities
Repayments on revolving lines of credit		(80,448	)		0			0			0			(80,448	)
Borrowings from financial institutions		750,000			0			0			0			750,000
Principal payments to financial institutions and others		(720,835	)		0			0			0			(720,835	)
Intercompany		(5,451	)		127,993			7,888			(130,430	)		0
Other financing activities		7,366			0			3,828			0			11,194
Net cash (used in) provided by financing activities		(49,368	)		127,993			11,716			(130,430	)		(40,089	)
Net increase (decrease) in cash and cash equivalents		(70,061	)		77,706			1,597			0			9,242
Cash and cash equivalents at beginning of period		99,511			54,393			12,970			0			166,874
Cash and cash equivalents at end of period	$	29,450		$	132,099		$	14,567		$	0		$	176,116

(b) Includes Shea Homes Funding Corp. since inception on April 26, 2011; no significant activity occurred for the financial statement period presented above.