Supplemental Guarantor Information

2021 Notes and 2027 Notes

On May 26, 2016, TRI Pointe Group issued the 2021 Notes. On June 5, 2017, TRI Pointe Group issued the 2027 Notes. All of TRI Pointe Group’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Credit Facility, including TRI Pointe Homes, are party to supplemental indentures pursuant to which they jointly and severally guarantee TRI Pointe Group’s obligations with respect to the 2021 Notes and the 2027 Notes. Each Guarantor of the 2021 Notes and the 2027 Notes is 100% owned by TRI Pointe Group, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2021 Notes and the 2027 Notes, as described in the following paragraph. All of our non-Guarantor subsidiaries have nominal assets and operations and are considered minor, as defined in Rule 3-10(h) of Regulation S-X. In addition, TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X. There are no significant restrictions upon the ability of TRI Pointe Group or any Guarantor to obtain funds from any of their respective wholly owned subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X.

A Guarantor of the 2021 Notes and the 2027 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe Group or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe Group or another Guarantor, with TRI Pointe Group or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe Group or any other Guarantor which gave rise to such Guarantor guaranteeing the 2021 Notes or the 2027 Notes; (vi) TRI Pointe Group exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged.

2019 Notes and 2024 Notes

TRI Pointe Group and TRI Pointe Homes are co-issuers of the 2019 Notes and the 2024 Notes. All of the Guarantors (other than TRI Pointe Homes) have entered into supplemental indentures pursuant to which they jointly and severally guarantee the obligations of TRI Pointe Group and TRI Pointe Homes with respect to the 2019 Notes and the 2024 Notes. Each Guarantor of the 2019 Notes and the 2024 Notes is 100% owned by TRI Pointe Group and TRI Pointe Homes, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2019 Notes and the 2024 Notes, as described below.

A Guarantor of the 2019 Notes and the 2024 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe or another Guarantor, with TRI Pointe or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe or any other Guarantor which gave rise to such Guarantor guaranteeing the 2019 Notes and 2024 Notes; (vi) TRI Pointe exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable indenture are discharged.

Presented below are the condensed consolidating balance sheets at December 31, 2018 and December 31, 2017, condensed consolidating statements of operations for the full years ended December 31, 2018, 2017 and 2016, and condensed consolidating statements of cash flows for the full years ended December 31, 2018, 2017 and 2016. Because TRI Pointe’s non-Guarantor subsidiaries are considered minor, as defined in Rule 3-10(h) of Regulation S-X, the non-Guarantor subsidiaries’ information is not separately presented in the tables below, but is included with the Guarantors. Additionally, because TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X, the condensed consolidated financial information of TRI Pointe Group and TRI Pointe Homes, the co-issuers of the 2019 Notes and 2024 Notes, is presented together in the column titled “Issuer”.

Condensed Consolidating Balance Sheet (in thousands):



	December 31, 2018
	Issuer		Guarantor Subsidiaries		Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Assets
Cash and cash equivalents	$	148,129	$	129,567	$	—		$	277,696
Receivables	16,589		35,003		—			51,592
Intercompany receivables	758,501		—		(758,501		)	—
Real estate inventories	812,799		2,403,260		—			3,216,059
Investments in unconsolidated entities	—		5,410		—			5,410
Goodwill and other intangible assets, net	156,604		3,823		—			160,427
Investments in subsidiaries	1,672,635		—		(1,672,635		)	—
Deferred tax assets, net	14,822		52,946		—			67,768
Other assets	12,984		92,267		—			105,251
Total Assets	$	3,593,063	$	2,722,276	$	(2,431,136	)	$	3,884,203

Liabilities
Accounts payable	$	13,433	$	67,880	$	—		$	81,313
Intercompany payables	—		758,501		(758,501		)	—
Accrued expenses and other liabilities	111,902		223,247		—			335,149
Senior notes, net	1,410,804		—		—			1,410,804
Total Liabilities	1,536,139		1,049,628		(758,501		)	1,827,266
Equity
Total stockholders’ equity	2,056,924		1,672,635		(1,672,635		)	2,056,924
Noncontrolling interests	—		13		—			13
Total Equity	2,056,924		1,672,648		(1,672,635		)	2,056,937
Total Liabilities and Equity	$	3,593,063	$	2,722,276	$	(2,431,136	)	$	3,884,203

Condensed Consolidating Balance Sheet (in thousands):



	December 31, 2017
	Issuer		Guarantor Subsidiaries		Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Assets
Cash and cash equivalents	$	176,684	$	106,230	$	—		$	282,914
Receivables	56,021		69,579		—			125,600
Intercompany receivables	794,550		—		(794,550		)	—
Real estate inventories	855,727		2,249,826		—			3,105,553
Investments in unconsolidated entities	—		5,870		—			5,870
Goodwill and other intangible assets, net	156,604		4,357		—			160,961
Investments in subsidiaries	1,448,690		—		(1,448,690		)	—
Deferred tax assets, net	10,892		65,521		—			76,413
Other assets	3,465		44,605		—			48,070
Total Assets	$	3,502,633	$	2,545,988	$	(2,243,240	)	$	3,805,381

Liabilities
Accounts payable	$	9,364	$	63,506	$	—		$	72,870
Intercompany payables	—		794,550		(794,550		)	—
Accrued expenses and other liabilities	92,245		238,637		—			330,882
Senior notes, net	1,471,302		—		—			1,471,302
Total Liabilities	1,572,911		1,096,693		(794,550		)	1,875,054
Equity
Total stockholders’ equity	1,929,722		1,448,690		(1,448,690		)	1,929,722
Noncontrolling interests	—		605		—			605
Total Equity	1,929,722		1,449,295		(1,448,690		)	1,930,327
Total Liabilities and Equity	$	3,502,633	$	2,545,988	$	(2,243,240	)	$	3,805,381

Condensed Consolidating Statement of Operations (in thousands):



	Year Ended December 31, 2018
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Homebuilding:
Home sales revenue	$	1,073,592		$	2,170,495		$	—		$	3,244,087
Land and lot sales revenue	—			8,758			—			8,758
Other operations revenue	—			8,164			—			8,164
Total revenues	1,073,592			2,187,417			—			3,261,009
Cost of home sales	877,928			1,658,971			—			2,536,899
Cost of land and lot sales	17,500			7,935			—			25,435
Other operations expense	—			3,174			—			3,174
Sales and marketing	48,593			138,674			—			187,267
General and administrative	78,669			76,361			—			155,030
Homebuilding income from operations	50,902			302,302			—			353,204
Equity in loss of unconsolidated entities	—			(393		)	—			(393		)
Other (loss) income, net	(623		)	204			—			(419		)
Homebuilding income before taxes	50,279			302,113			—			352,392
Financial Services:
Revenues	—			1,738			—			1,738
Expenses	—			582			—			582
Equity in income of unconsolidated entities	—			8,517			—			8,517
Financial services income before taxes	—			9,673			—			9,673
Income before taxes	50,279			311,786			—			362,065
Provision for income taxes	(13,084		)	(77,468		)	—			(90,552		)
Equity of net income (loss) of subsidiaries	232,716			—			(232,716		)	—
Net income (loss)	269,911			234,318			(232,716		)	271,513
Net income attributable to noncontrolling interests	—			(1,602		)	—			(1,602		)
Net income (loss) available to common stockholders	$	269,911		$	232,716		$	(232,716	)	$	269,911

Condensed Consolidating Statement of Operations (in thousands):



	Year Ended December 31, 2017
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Homebuilding:
Home sales revenue	$	927,247		$	1,805,052		$	—		$	2,732,299
Land and lot sales revenue	—			74,269			—			74,269
Other operations revenue	—			2,333			—			2,333
Total revenues	927,247			1,881,654			—			2,808,901
Cost of home sales	780,732			1,392,519			—			2,173,251
Cost of land and lot sales	—			14,888			—			14,888
Other operations expense	—			2,298			—			2,298
Sales and marketing	34,286			102,780			—			137,066
General and administrative	67,006			70,758			—			137,764
Homebuilding income from operations	45,223			298,411			—			343,634
Equity in loss of unconsolidated entities	—			(11,433		)	—			(11,433		)
Other income, net	38			113			—			151
Homebuilding income before taxes	45,261			287,091			—			332,352
Financial Services:
Revenues	—			1,371			—			1,371
Expenses	—			331			—			331
Equity in income of unconsolidated entities	—			6,426			—			6,426
Financial services income before taxes	—			7,466			—			7,466
Income before taxes	45,261			294,557			—			339,818
Provision for income taxes	(22,501		)	(129,766		)	—			(152,267		)
Equity of net income (loss) of subsidiaries	164,431			—			(164,431		)	—
Net income (loss)	187,191			164,791			(164,431		)	187,551
Net income attributable to noncontrolling interests	—			(360		)	—			(360		)
Net income (loss) available to common stockholders	$	187,191		$	164,431		$	(164,431	)	$	187,191

Condensed Consolidating Statement of Operations (in thousands):



	Year Ended December 31, 2016
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Homebuilding:
Home sales revenue	$	723,186		$	1,606,150		$	—		$	2,329,336
Land and lot sales revenue	—			72,272			—			72,272
Other operations revenue	—			2,314			—			2,314
Total revenues	723,186			1,680,736			—			2,403,922
Cost of home sales	607,316			1,229,011			—			1,836,327
Cost of land and lot sales	—			17,367			—			17,367
Other operations expense	—			2,247			—			2,247
Sales and marketing	29,092			98,811			—			127,903
General and administrative	59,327			64,792			—			124,119
Homebuilding income from operations	27,451			268,508			—			295,959
Equity in income of unconsolidated entities	—			179			—			179
Other (loss) income, net	149			163			—			312
Homebuilding income before taxes	27,600			268,850			—			296,450
Financial Services:
Revenues	—			1,220			—			1,220
Expenses	—			253			—			253
Equity in income of unconsolidated entities	—			4,810			—			4,810
Financial services income before taxes	—			5,777			—			5,777
Income before taxes	27,600			274,627			—			302,227
Provision for income taxes	(11,322		)	(94,772		)	—			(106,094		)
Equity of net income (loss) of subsidiaries	178,893			—			(178,893		)	—
Net income (loss)	195,171			179,855			(178,893		)	196,133
Net income attributable to noncontrolling interests	—			(962		)	—			(962		)
Net income (loss) available to common stockholders	$	195,171		$	178,893		$	(178,893	)	$	195,171

Condensed Consolidating Statement of Cash Flows (in thousands):



	Year Ended December 31, 2018
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Cash flows from operating activities:
Net cash provided by operating activities	$	156,976		$	153,686		$	—		$	310,662
Cash flows from investing activities:
Purchases of property and equipment	(8,038		)	(23,613		)	—			(31,651		)
Proceeds from sale of property and equipment	—			8			—			8
Investments in unconsolidated entities	—			(2,274		)	—			(2,274		)
Intercompany	40,781			—			(40,781		)	—
Net cash paid for acquisition	—			(61,495		)	—			(61,495		)
Net cash provided by (used in) investing activities	32,743			(87,374		)	(40,781		)	(95,412		)
Cash flows from financing activities:
Borrowings from debt	125,000			—			—			125,000
Repayment of debt	(193,105		)	—			—			(193,105		)
Debt issuance costs	—			—			—			—
Distributions to noncontrolling interests	—			(2,194		)	—			(2,194		)
Proceeds from issuance of common stock under share-based awards	1,943			—			—			1,943
Minimum tax withholding paid on behalf of employees for share-based awards	(6,049		)	—			—			(6,049		)
Share repurchases	(146,063		)	—			—			(146,063		)
Intercompany	—			(40,781		)	40,781			—
Net cash (used in) provided by financing activities	(218,274		)	(42,975		)	40,781			(220,468		)
Net (decrease) increase in cash and cash equivalents	(28,555		)	23,337			—			(5,218		)
Cash and cash equivalents - beginning of year	176,684			106,230			—			282,914
Cash and cash equivalents - end of year	$	148,129		$	129,567		$	—		$	277,696

Condensed Consolidating Statement of Cash Flows (in thousands):



	Year Ended December 31, 2017
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Cash flows from operating activities:
Net cash provided by operating activities	$	73,208		$	28,466		$	—		$	101,674
Cash flows from investing activities:
Purchases of property and equipment	(1,424		)	(1,181		)	—			(2,605		)
Proceeds from sale of property and equipment	—			6			—			6
Investments in unconsolidated entities	—			(980		)	—			(980		)
Intercompany	(14,163		)	—			14,163			—
Net cash (used in) provided by investing activities	(15,587		)	(2,155		)	14,163			(3,579		)
Cash flows from financing activities:
Borrowings from debt	500,000			—			—			500,000
Repayment of debt	(413,726		)	—			—			(413,726		)
Debt issuance costs	(5,957		)	—			—			(5,957		)
Distributions to noncontrolling interests	—			(1,333		)	—			(1,333		)
Proceeds from issuance of common stock under share-based awards	12,291			—			—			12,291
Minimum tax withholding paid on behalf of employees for share-based awards	(2,896		)	—			—			(2,896		)
Share repurchases	(112,217		)	—			—			(112,217		)
Intercompany	—			14,163			(14,163		)	—
Net cash (used in) provided by financing activities	(22,505		)	12,830			(14,163		)	(23,838		)
Net increase in cash and cash equivalents	35,116			39,141			—			74,257
Cash and cash equivalents - beginning of year	141,568			67,089			—			208,657
Cash and cash equivalents - end of year	$	176,684		$	106,230		$	—		$	282,914

Condensed Consolidating Statement of Cash Flows (in thousands):



	Year Ended December 31, 2016
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(179,397	)	$	21,087		$	—		$	(158,310	)
Cash flows from investing activities:
Purchases of property and equipment	(1,603		)	(2,382		)	—			(3,985		)
Proceeds from sale of property and equipment	—			9			—			9
Investments in unconsolidated entities	—			(32		)	—			(32		)
Intercompany	12,102			—			(12,102		)	—
Net cash provided by (used in) investing activities	10,499			(2,405		)	(12,102		)	(4,008		)
Cash flows from financing activities:
Borrowings from debt	541,069			—			—			541,069
Repayment of debt	(330,458		)	(400		)	—			(330,858		)
Debt issuance costs	(5,062		)	—			—			(5,062		)
Repayment of debt payable to Weyerhaeuser	—			(2,442		)	—			(2,442		)
Decrease in book overdrafts	—			1,955			—			1,955
Distributions to Weyerhaeuser	—			(5,318		)	—			(5,318		)
Proceeds from issuance of common stock under share-based awards	587			—			—			587
Minimum tax withholding paid on behalf of employees for share-based awards	(1,359		)	—			—			(1,359		)
Share repurchases	(42,082		)	—			—			(42,082		)
Intercompany	—			(12,102		)	12,102			—
Net cash provided by (used in) financing activities	162,695			(18,307		)	12,102			156,490
Net (decrease) increase in cash and cash equivalents	(6,203		)	375			—			(5,828		)
Cash and cash equivalents - beginning of year	147,771			66,714			—			214,485
Cash and cash equivalents - end of year	$	141,568		$	67,089		$	—		$	208,657