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 March 31, 2019 and December 31, 2018, condensed consolidating statements of operations for the three months ended March 31, 2019 and 2018 and condensed consolidating statement of cash flows for the three months ended March 31, 2019 and 2018. 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):



	March 31, 2019
	Issuer		Guarantor Subsidiaries		Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Assets
Cash and cash equivalents	$	55,854	$	92,928	$	—		$	148,782
Receivables	20,616		37,618		—			58,234
Intercompany receivables	858,286		—		(858,286		)	—
Real estate inventories	780,568		2,462,110		—			3,242,678
Investments in unconsolidated entities	—		4,191		—			4,191
Goodwill and other intangible assets, net	156,603		3,690		—			160,293
Investments in subsidiaries	1,668,464		—		(1,668,464		)	—
Deferred tax assets, net	14,822		52,939		—			67,761
Other assets	20,894		153,062		—			173,956
Total assets	$	3,576,107	$	2,806,538	$	(2,526,750	)	$	3,855,895

Liabilities
Accounts payable	$	11,973	$	54,632	$	—		$	66,605
Intercompany payables	—		858,286		(858,286		)	—
Accrued expenses and other liabilities	94,648		225,143		—			319,791
Senior notes	1,412,463		—		—			1,412,463
Total liabilities	1,519,084		1,138,061		(858,286		)	1,798,859

Equity
Total stockholders’ equity	2,057,023		1,668,464		(1,668,464		)	2,057,023
Noncontrolling interests	—		13		—			13
Total equity	2,057,023		1,668,477		(1,668,464		)	2,057,036
Total liabilities and equity	$	3,576,107	$	2,806,538	$	(2,526,750	)	$	3,855,895

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	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 Statement of Operations (in thousands):



	Three Months Ended March 31, 2019
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments		Consolidated TRI Pointe Group, Inc.
Homebuilding:
Home sales revenue	$	171,791		$	320,912		$	—	$	492,703
Land and lot sales revenue	—			1,029			—		1,029
Other operations revenue	—			598			—		598
Total revenues	171,791			322,539			—		494,330
Cost of home sales	145,075			276,461			—		421,536
Cost of land and lot sales	—			1,495			—		1,495
Other operations expense	—			590			—		590
Sales and marketing	9,299			29,690			—		38,989
General and administrative	19,479			19,118			—		38,597
Homebuilding loss from operations	(2,062		)	(4,815		)	—		(6,877		)
Equity in loss of unconsolidated entities	—			(25		)	—		(25		)
Other income, net	6,140			101			—		6,241
Homebuilding income (loss) before income taxes	4,078			(4,739		)	—		(661		)
Financial Services:
Revenues	—			302			—		302
Expenses	—			321			—		321
Equity in income of unconsolidated entities	—			775			—		775
Financial services income before income taxes	—			756			—		756
Income (loss) before income taxes	4,078			(3,983		)	—		95
Equity of net (loss) of subsidiaries	(4,007		)	—			4,007		—
Provision for income taxes	—			(24		)	—		(24		)
Net income (loss)	$	71		$	(4,007	)	$	4,007	$	71

Condensed Consolidating Statement of Operations (in thousands):



	Three Months Ended March 31, 2018
	Issuer		Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Homebuilding:
Home sales revenue	$	190,420	$	392,152		$	—		$	582,572
Land and lot sales revenue	—		223			—			223
Other operations revenue	—		598			—			598
Total revenues	190,420		392,973			—			583,393
Cost of home sales	159,055		291,447			—			450,502
Cost of land and lot sales	—		503			—			503
Other operations expense	—		602			—			602
Sales and marketing	10,517		27,766			—			38,283
General and administrative	18,159		18,655			—			36,814
Homebuilding income from operations	2,689		54,000			—			56,689
Equity in loss of unconsolidated entities	—		(468		)	—			(468		)
Other income, net	139		32			—			171
Homebuilding income before income taxes	2,828		53,564			—			56,392
Financial Services:
Revenues	—		283			—			283
Expenses	—		137			—			137
Equity in income of unconsolidated entities	—		1,002			—			1,002
Financial services income before income taxes	—		1,148			—			1,148
Income before income taxes	2,828		54,712			—			57,540
Equity of net income of subsidiaries	40,052		—			(40,052		)	—
Provision for income taxes	—		(14,660		)	—			(14,660		)
Net income	$	42,880	$	40,052		$	(40,052	)	$	42,880

Condensed Consolidating Statement of Cash Flows (in thousands):



	Three Months Ended March 31, 2019
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	15,054		$	(129,979	)	$	—		$	(114,925	)
Cash flows from investing activities:
Purchases of property and equipment	(2,065		)	(5,159		)	—			(7,224		)
Proceeds from sale of property and equipment	—			7			—			7
Investments in unconsolidated entities	—			(231		)	—			(231		)
Intercompany	(98,723		)	—			98,723			—
Net cash (used in) provided by investing activities	(100,788		)	(5,383		)	98,723			(7,448		)
Cash flows from financing activities:
Repayment of debt	(10		)	—			—			(10		)
Debt issuance costs	(3,124		)	—			—			(3,124		)
Proceeds from issuance of common stock under share-based awards	198			—			—			198
Minimum tax withholding paid on behalf of employees for restricted stock units	(3,605		)	—			—			(3,605		)
Intercompany	—			98,723			(98,723		)	—
Net cash (used in) provided by financing activities	(6,541		)	98,723			(98,723		)	(6,541		)
Net decrease in cash and cash equivalents	(92,275		)	(36,639		)	—			(128,914		)
Cash and cash equivalents–beginning of period	148,129			129,567			—			277,696
Cash and cash equivalents–end of period	$	55,854		$	92,928		$	—		$	148,782

Condensed Consolidating Statement of Cash Flows (in thousands):



	Three Months Ended March 31, 2018
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	52,793		$	(2,907	)	$	—		$	49,886
Cash flows from investing activities:
Purchases of property and equipment	(419		)	(1,751		)	—			(2,170		)
Proceeds from sale of property and equipment	—			—			—			—
Investments in unconsolidated entities	—			(947		)	—			(947		)
Intercompany	(18,449		)	—			18,449			—
Net cash used in investing activities	(18,868		)	(2,698		)	18,449			(3,117		)
Cash flows from financing activities:
Distributions to noncontrolling interests	—			(1		)	—			(1		)
Proceeds from issuance of common stock under share-based awards	975			—			—			975
Minimum tax withholding paid on behalf of employees for restricted stock units	(6,049		)	—			—			(6,049		)
Intercompany	—			18,449			(18,449		)	—
Net cash (used in) provided by financing activities	(5,074		)	18,448			(18,449		)	(5,075		)
Net increase in cash and cash equivalents	28,851			12,843			—			41,694
Cash and cash equivalents–beginning of period	176,684			106,230			—			282,914
Cash and cash equivalents–end of period	$	205,535		$	119,073		$	—		$	324,608