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.

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

Presented below are the condensed consolidating balance sheets at December 31, 2019 and December 31, 2018, condensed consolidating statements of operations for the full years ended December 31, 2019, 2018 and 2017, and condensed consolidating statements of cash flows for the full years ended December 31, 2019, 2018 and 2017. 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”.



	December 31, 2019
	Issuer		Guarantor Subsidiaries		Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Assets
Cash and cash equivalents	$	186,200	$	142,811	$	—		$	329,011
Receivables	26,016		43,260		—			69,276
Intercompany receivables	576,846		—		(576,846		)	—
Real estate inventories	737,662		2,327,774		—			3,065,436
Investments in unconsolidated entities	—		11,745		—			11,745
Goodwill and other intangible assets, net	156,604		3,289		—			159,893
Investments in subsidiaries	1,870,885		—		(1,870,885		)	—
Deferred tax assets, net	9,020		40,884		—			49,904
Other assets	14,676		158,749		—			173,425
Total Assets	$	3,577,909	$	2,728,512	$	(2,447,731	)	$	3,858,690

Liabilities
Accounts payable	$	14,915	$	51,205	$	—		$	66,120
Intercompany payables	—		576,846		(576,846		)	—
Accrued expenses and other liabilities	92,479		229,564		—			322,043
Loans payable	250,000		—		—			250,000
Senior notes, net	1,033,985		—		—			1,033,985
Total Liabilities	1,391,379		857,615		(576,846		)	1,672,148
Equity
Total stockholders’ equity	2,186,530		1,870,885		(1,870,885		)	2,186,530
Noncontrolling interests	—		12		—			12
Total Equity	2,186,530		1,870,897		(1,870,885		)	2,186,542
Total Liabilities and Equity	$	3,577,909	$	2,728,512	$	(2,447,731	)	$	3,858,690



	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



	Year Ended December 31, 2019
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Homebuilding:
Home sales revenue	$	796,959		$	2,272,416		$	—		$	3,069,375
Land and lot sales revenue	—			7,176			—			7,176
Other operations revenue	—			2,470			—			2,470
Total revenues	796,959			2,282,062			—			3,079,021
Cost of home sales	670,545			1,792,163			—			2,462,708
Cost of land and lot sales	—			7,711			—			7,711
Other operations expense	—			2,434			—			2,434
Sales and marketing	42,432			152,716			—			195,148
General and administrative	80,798			76,363			—			157,161
Homebuilding income from operations	3,184			250,675			—			253,859
Equity in loss of unconsolidated entities	—			(52		)	—			(52		)
Other income, net	6,188			669			—			6,857
Homebuilding income before taxes	9,372			251,292			—			260,664
Financial Services:
Revenues	—			3,994			—			3,994
Expenses	—			2,887			—			2,887
Equity in income of unconsolidated entities	—			9,316			—			9,316
Financial services income before taxes	—			10,423			—			10,423
Income before taxes	9,372			261,715			—			271,087
Provision for income taxes	(2,323		)	(61,577		)	—			(63,900		)
Equity of net income (loss) of subsidiaries	200,138			—			(200,138		)	—
Net income (loss) available to common stockholders	$	207,187		$	200,138		$	(200,138	)	$	207,187



	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



	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



	Year Ended December 31, 2019
	Issuer			Guarantor Subsidiaries			Consolidating Adjustments			Consolidated TRI Pointe Group, Inc.
Cash flows from operating activities:
Net cash provided by operating activities	$	88,832		$	227,148		$	—		$	315,980
Cash flows from investing activities:
Purchases of property and equipment	(9,469		)	(20,813		)	—			(30,282		)
Proceeds from sale of property and equipment	—			46			—			46
Investments in unconsolidated entities	—			(7,022		)	—			(7,022		)
Intercompany	186,115			—			(186,115		)	—
Net cash paid for acquisition	—			—			—			—
Net cash provided by (used in) investing activities	176,646			(27,789		)	(186,115		)	(37,258		)
Cash flows from financing activities:
Borrowings from debt	400,000			—			—			400,000
Repayment of debt	(531,895		)	—			—			(531,895		)
Debt issuance costs	(3,125		)	—			—			(3,125		)
Proceeds from issuance of common stock under share-based awards	449			—			—			449
Minimum tax withholding paid on behalf of employees for share-based awards	(3,612		)	—			—			(3,612		)
Share repurchases	(89,224		)	—			—			(89,224		)
Intercompany	—			(186,115		)	186,115			—
Net cash (used in) provided by financing activities	(227,407		)	(186,115		)	186,115			(227,407		)
Net increase in cash and cash equivalents	38,071			13,244			—			51,315
Cash and cash equivalents - beginning of year	148,129			129,567			—			277,696
Cash and cash equivalents - end of year	$	186,200		$	142,811		$	—		$	329,011



	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		)
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 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



	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 Weyerhaeuser	—			(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