As confidentially submitted to the Securities and Exchange Commission on March 17, 2014
pursuant to the Jumpstart Our Business Startups Act of 2012

39 East Eagleridge Drive, Suite 102
North Salt Lake City, Utah 84054
(801) 299-6700
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Joel Shine
Chief Executive Officer
Woodside Homes, Inc.
39 East Eagleridge Drive, Suite 102
North Salt Lake City, Utah 84054
(801) 299-6700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are selling shares of our Class A Common Stock. This is our initial public offering and no public market exists for our Class A Common Stock. The initial public offering price of the Class A Common Stock is expected to be between $ and $ per share.

We will be a holding company and our sole asset will be approximately % of the aggregate membership interests of Woodside Homes Company, LLC, which we refer to in this prospectus as "Woodside LLC." Immediately following this offering, the holders of our Class A Common Stock will collectively own 100% of the economic interests of Woodside Homes, Inc., which we refer to in this prospectus as "Woodside Inc.," and have % of the voting power of Woodside Inc. The holders of our Class B Common Stock will have the remaining % of the voting power of Woodside Inc.

Prior to this offering, there has been no market for our Class A Common Stock. We will apply to list the Class A Common Stock on the New York Stock Exchange under the symbol "WDS." We intend to use $ million of the net proceeds from this offering (or $ million if the underwriters exercise their over-allotment option in full) to acquire newly-issued membership interests in Woodside LLC and the remainder of the net proceeds to purchase membership interests in Woodside LLC from certain of its existing owners.

We have granted the underwriters the right to purchase additional shares to cover over-allotments.

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be eligible for reduced reporting requirements. See "Prospectus Summary—Emerging Growth Company Status."

Investing in our Class A Common Stock involves risks. See "Risk Factors" beginning on page 23.

Delivery of the shares of the Class A Common Stock will be made on or about , 2014.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Through and including , 2014 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotment or subscription.

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the sections entitled "Prospectus Summary," "Market Overview" and "Description of Our Business." We have obtained substantially all of this information from a market study prepared for us in connection with this offering by John Burns Real Estate Consulting, LLC, or JBREC, an independent research provider and consulting firm. We have paid JBREC a fee of $72,000 for that market study, plus an amount charged at an hourly rate for additional information we may require from JBREC from time to time in connection with that market study. Such information is included in this prospectus in reliance on JBREC's authority as an expert on such matters. Any forecasts prepared by JBREC are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of JBREC. See "Market Overview—Use of Estimates and Forward-Looking Statements" and "Experts." In addition, certain market and industry data has been taken from publicly available industry publications. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. We have not independently verified the data

obtained from these sources, and we cannot assure you of the accuracy or completeness of the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus. See "Cautionary Statement Concerning Forward-Looking Statements."

In this prospectus, unless otherwise stated or the context otherwise requires, the "Company," "we," "our," and "us" refer (1) subsequent to the consummation of this offering and the reorganization transactions described under "The Reorganization of Our Corporate Structure" (referred to in this prospectus as the "Offering and Reorganization Transactions"), to Woodside Homes Inc., a Delaware corporation, and its consolidated subsidiaries and (2) prior to the consummation of the Offering and Reorganization Transactions, to Woodside Homes Company, LLC, a Delaware limited liability company, and its consolidated subsidiaries. See "The Reorganization of Our Corporate Structure." References to LLC Units in this prospectus are to limited liability company interests in Woodside LLC. References to our Principal Equityholders in this prospectus are to funds managed by Oaktree Capital Management, L.P. ("Oaktree") and to Stonehill Institutional Partners, L.P. ("Stonehill"). When we present information on a "pro forma" basis, such information gives pro forma effect to the Offering and Reorganization Transactions in the manner described in this prospectus under "Unaudited Pro Forma Consolidated Financial Information."

Woodside Inc. is a newly formed entity with no operations. Unless otherwise indicated, the financial information in this prospectus represents the historical financial information of Woodside LLC. Following the consummation of the Offering and Reorganization Transactions, Woodside Inc. will be a holding company and its sole asset will be an equity interest in Woodside LLC. The financial results of Woodside LLC and its consolidated subsidiaries will be consolidated in our financial statements after this offering.

EBITDA and Adjusted EBITDA as presented in this prospectus are supplemental financial measures that are not required by, or presented in accordance with, generally accepted accounting principles, or GAAP. They are not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, income from operations or any other measure derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.

We believe that EBITDA and Adjusted EBITDA provide useful supplemental information about our financial performance to investors, financial analysts, lenders, and rating agencies since these groups have historically used EBITDA-related measures in our industry, along with other measures, to estimate the operating performance and value of a company, to make informed investment decisions, and to evaluate a company's ability to meet its debt service requirements. See the section titled "Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data" in this prospectus for definitions of EBITDA and Adjusted EBITDA and quantitative reconciliations of EBITDA and Adjusted EBITDA to net income, which we believe is the most comparable financial measure calculated in accordance with GAAP.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider EBITDA and Adjusted EBITDA either in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are: (i) these measures do not reflect changes in, or cash requirements for, our working capital needs; (ii) these measures do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (iii) these measures do not reflect our income tax expense or the cash requirements to pay our taxes;

(iv) these measures do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; (v) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these EBITDA measures do not reflect any cash requirements for such replacements; and (vi) other companies may calculate EBITDA and Adjusted EBITDA measures differently so they may not be comparable.

In addition, we use Adjusted homebuilding gross margin in this prospectus as an indicator of operating performance. Adjusted homebuilding gross margin is not a financial measure under GAAP and should not be considered an alternative to homebuilding gross margin. We use this measure to evaluate our performance against other companies in the homebuilding industry and believe it is also relevant and useful to investors. See the section titled "Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data" in this prospectus for a definition of Adjusted homebuilding gross margin and a quantitative reconciliation of Adjusted homebuilding gross margin to homebuilding gross margin, which we believe is the most comparable financial measure calculated in accordance with GAAP.

We also use the ratio of net debt to net total book capitalization in this prospectus as an indicator of overall leverage. Net debt to net total book capitalization is not a financial measure under GAAP and should not be considered an alternative to the ratio of total debt to total book capitalization. We use this measure to evaluate our performance against other companies in the homebuilding industry and believe it is also relevant and useful to investors. See "Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data" in this prospectus for a definition of the ratio of net debt to net total book capitalization and a quantitative reconciliation of (i) net debt to net total book capitalization to (ii) total debt to total book capitalization, which we believe is the most comparable financial measure calculated in accordance with GAAP.

PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus.

Our seven primary markets are Northern California, Central California, Southern California, Las Vegas, Phoenix, Salt Lake City and San Antonio. Some of the data included in this prospectus related to our markets is generally presented by the counties located within our markets and some is generally presented by the metropolitan statistical areas (or MSAs) related to our markets. Our markets include the following counties and MSAs:

•: Our Northern California market consists of the greater Sacramento, California area, including Merced, Placer, Sacramento, San Joaquin, Stanislaus, Sutter, Yolo and Yuba Counties and the Merced, Modesto, Sacramento, Stockton, and Yuba-Sutter MSAs;
•: Our Central California market consists of the greater Fresno, California area, including Fresno, Kern, Kings and Tulare Counties and the Visalia-Porterville, Fresno, Bakersfield and Hanford-Corcoran MSAs;
•: Our Southern California market consists of the greater Riverside, California area, including Riverside and San Bernardino Counties and the Riverside-San Bernardino MSA;
•: Our Las Vegas market consists of the greater Las Vegas, Nevada area, including Clark County and the Las Vegas MSA;
•: Our Phoenix market consists of the greater Phoenix, Arizona area, including Maricopa and Pinal Counties and the Phoenix MSA;
•: Our Salt Lake City market consists of the greater Salt Lake City, Utah area, including Davis, Salt Lake, Summit, Utah and Weber Counties and the Salt Lake City, Provo-Orem and Odgen-Clearfield MSAs; and
•: Our San Antonio market consists of the greater San Antonio, Texas area, including Bexar and Kendall Counties and the San Antonio MSA.

Our Company

Woodside Homes is one of the largest Western U.S. regional homebuilders. Headquartered in North Salt Lake, Utah, we develop, design, build, market and sell single-family homes in our Northern California, Central California, Southern California, Las Vegas, Phoenix, Salt Lake City and San Antonio markets and maintain strong market positions within each of these seven markets. According to MetroStudy, we hold top ten market share positions within four of our markets (Northern California, Central California, Southern California and Salt Lake City) and top 25 market share positions within our other three markets (Las Vegas, Phoenix, and San Antonio), based on home closings for the twelve months ended December 31, 2013. We build and sell homes across a diverse range of product lines at a variety of price points, with an emphasis on sales to move-up and entry-level homebuyers. We believe executing our proven operating model in markets exhibiting strong homebuilding fundamentals provides a significant opportunity for revenue growth and enhanced profitability.

Western U.S. markets and bolstering our land positions. In addition, we strengthened our land acquisition and development criteria and processes as well as our transparency and accountability to our stakeholders. These improvements have helped us in achieving significant operating momentum since the beginning of 2012.

We believe our operational excellence distinguishes us from our peers, as evidenced by our profitability in each of our last eight quarters and our homebuilding gross margin that has placed us among the top quartile of public homebuilders for the trailing twelve months (based on the last quarter reported), based on data from public filings. In 2013, we closed 1,507 homes at an average sales price of $290,700, representing a 17.9% and 18.2% increase, respectively, over the same metrics in 2012. In addition, in 2013, homebuilding revenue increased 39.4% to $438.1 million and net income increased 81.2% to $32.1 million year-over-year. As of December 31, 2013, we had a backlog of 386 homes sold but not closed with an associated sales value of $120.0 million and a substantial land supply in our markets of 8,697 lots owned and controlled. Our current land position represents approximately a six-year supply of lots based upon our home closings during the twelve-month period ended December 31, 2013.

Industry Overview

The U.S. housing market continues to improve from the cyclical low points reached during the 2007 - 2009 national recession and the extended housing correction. Between the 2005 market peak and 2011, new single-family home sales declined 76%, according to data compiled by the U.S. Census Bureau (the "Census Bureau"), and single-family home prices declined 33%, as measured by the S&P/Case-Shiller U.S. National Home Price Index. In 2011, some U.S. markets showed early indications of recovery as a result of an improving macroeconomic backdrop and strong housing affordability compared to historical data. The recovery gained momentum in 2012 and the housing markets in more regions of the country benefitted from declining inventory, stable to increasing home prices and rising demand.

In the first half of 2013, home sales and prices rose dramatically in many metropolitan areas, as very low resale home inventory drove consumers to new home communities that could supply new construction. In the second half of 2013, the housing market cooled somewhat as potential buyers considered the impacts of higher home prices and mortgage rates. Despite this recent slowing in sales activity, JBREC's outlook remains positive, with expectations of more moderate and sustainable growth ahead.

In the twelve months ended November 2013:

•: New home sales increased to a seasonally adjusted annual rate of 464,000 according to the Census Bureau, which is 58% of the 1998 level of 800,000 nationally (which JBREC considers healthy).
•: Homebuilding permits increased to 1,007,000 annually on a seasonally adjusted basis, according to the Census Bureau, and single-family permits increased by 10% year-over-year.
•: The national median resale single-family home price increased 9% year-over-year, according to data compiled by the National Association of Realtors, with sales volume up by 10%.

Strong housing markets have historically been associated with favorable affordability, a healthy domestic economy, positive demographic trends such as population growth and household formation, low or falling mortgage rates, increases in renters that qualify as homebuyers and locally based dynamics such as higher housing demand relative to housing supply. Most markets across the United States are experiencing a number of these positive trends. Relative to long-term historical averages, data compiled by the U.S. Bureau of Labor Statistics (the "BLS") and the Census Bureau show that the U.S. economy is creating more jobs than homebuilding permits issued and that the inventory of

resale and new unsold homes is low. Affordability conditions remain attractive, but have moderated from recent peak levels, as measured by the ratio of average homeownership costs to median household income, due to rising prices and mortgage rates.

Despite recent momentum, the U.S. housing market has not fully recovered from the 2007 - 2009 recession as consumer confidence remains below average levels, mortgage underwriting standards have tightened, and the number of delinquent mortgages remains elevated relative to historical averages. Additionally, real estate is a local industry and not all markets exhibit the same trends.

The following table provides a summary of actual economic data and forecasts and estimates for the sixteen metropolitan statistical areas, or MSAs, (determined based on data compiled by the U.S. Census Bureau) included in our seven markets based on the most recent data available as of February 2014.

							Twelve months ended November 30, 2013

	Forecasted 2014 Home Value Appreciation(1)			Forecasted 2015 Home Value Appreciation(1)			Twelve months ended November 30, 2013
Market	Forecasted 2014 Home Value Appreciation(1)			Forecasted 2015 Home Value Appreciation(1)			Job Growth			YOY % Growth			Total Homebuilding Permits		YOY % Growth			Job Growth / Permit Ratio			Months of Resale Supply(2)
Northern California
Merced		4.6	%		2.4	%		600			1.0	%		98		(33.3	)%		6.1			1.8
Sacramento		6.7	%		4.8	%		12,400			1.5	%		4,324		37.5	%		2.9			1.4
Stockton		7.1	%		4.1	%		4,800			2.5	%		1,167		15.9	%		4.1			1.3
Yuba-Sutter		6.8	%		4.1	%		2,000			5.3	%		183		1.1	%		10.9			1.8
Modesto		6.5	%		3.8	%		2,300			1.5	%		258		(8.8	)%		8.9			0.9
Central California
Visalia-Porterville		7.3	%		5.6	%		(800	)		(0.7	)%		700		(20.1	)%		(1.1	)		2.3
Fresno		4.3	%		2.5	%		1,000			0.3	%		2,103		11.9	%		0.5			1.5
Bakersfield		8.2	%		6.3	%		4,300			1.7	%		2,337		19.4	%		1.8			2.2
Hanford-Corcoran		4.8	%		3.3	%		1,100			3.1	%		215		(38.4	)%		5.1			4.4
Southern California
Riverside-San Bernardino		7.0	%		4.4	%		10,500			0.9	%		8,262		45.2	%		1.3			3.4
Las Vegas
Las Vegas		9.6	%		6.9	%		20,300			2.4	%		8,695		17.4	%		2.3			4.3
Phoenix
Phoenix		5.1	%		4.0	%		41,600			2.3	%		17,094		17.4	%		2.4			2.9
Salt Lake City
Salt Lake City		3.5	%		2.3	%		14,700			2.2	%		5,249		44.1	%		2.8			N/A	(3)
Provo-Orem		4.3	%		3.1	%		7,600			3.8	%		3,148		29.4	%		2.4			N/A	(3)
Ogden-Clearfield		N/A	(3)		N/A	(3)		6,100			3.0	%		2,279		(16.3	)%		2.7			N/A	(3)
San Antonio
San Antonio		4.6	%		3.5	%		10,800			1.2	%		7,917		(0.6	)%		1.4			4.0


Woodside Markets Average/Total		6.0	%		4.1	%		139,300			1.8	%		64,029		13.5	%		3.4			2.5
United States		5.5	%		4.3	%		2,293,000			1.7	%		958,000		18.0	%		2.3			5.1

(1): This information is contained in the market study provided to us by JBREC and is based upon various assumptions and forward-looking estimates. Actual results may differ materially from this forecast. See "Market Overview."
(2): JBREC estimated months of supply as of December 31, 2013.
(3): Data not available.

Our Competitive Strengths

Proven operating platform evidenced by strong earnings momentum and operating margins

We have a lean yet scalable operating platform with a focus on operational efficiencies and the delivery of high quality homes to our home buyers. Even as a private company, we have emphasized adhering to the governance principles of a public company while at the same time embracing a combination of entrepreneurial drive, creativity and nimbleness to maximize long-term value for our

stakeholders. Our management approach balances decentralized local market expertise with a centralized executive management focus on maximizing efficiencies.

The implementation and successful execution of our operating strategies, coupled with positive trends in our markets, have resulted in significant positive operating momentum and have allowed us to deliver strong margins. Our homebuilding gross margin and adjusted homebuilding gross margin percentages, which in 2013 were 22.6% and 26.3%, respectively, increased 360 basis points and 340 basis points, respectively, compared to 2012. Notably, in 2013 we achieved strong homebuilding gross margins regardless of the vintage of the land underlying our home closings. In 2013, our average homebuilding gross margins on homes closed from land purchased pre-2010 and post-2010 were 22.9% and 22.3%, respectively, based on current carrying value. Our strong homebuilding gross margins combined with our focus on controlling fixed costs while leveraging our operating platform have also allowed us to deliver strong income from operations. Our 2013 pre-tax income margin, adjusted for debt extinguishment costs, was 10.6%, comparing favorably to the average trailing twelve-month (based on the last quarter reported) pre-tax income margin, adjusted for debt extinguishment costs (where applicable), of 7.6% for the top 15 public homebuilders by revenue, based on data from public filings.

Our highly scalable platform has allowed us to improve our margins while materially increasing home deliveries, average closing price and home sales per average active selling community. Homes closed totaled 1,507 for the twelve months ended December 31, 2013, a 17.9% increase over the twelve months ended December 31, 2012, and our average closing price during the twelve months ended December 31, 2013 was $290,700, an 18.2% increase versus the prior-year period. In 2013, our sales per average active selling community averaged 3.3 per month, a 17.9% increase over 2012 and meaningfully higher than the trailing twelve-month average (based on the last quarter reported) of 2.7 sales per average active selling community per month for the top 15 public homebuilders by revenue, based on data from the public filings of those homebuilders for which such data is available.


Improvement in homebuilding gross margin percentage		2013 closings and gross margin composition by lot acquisition date

High quality, well-located land portfolio

We benefit from a sizeable, high quality and well-located land portfolio. As of December 31, 2013, we owned 5,189 lots and controlled an additional 3,508 lots, representing approximately six years of total land supply based upon our 1,507 home closings for the twelve months ended December 31, 2013. Based on our current pace of selling homes, we believe that our current inventory of owned and controlled lots is sufficient to supply substantially all of our projected future home closings over the next two years and a portion of future home closings for a multi-year period thereafter. We maintain a highly disciplined approach to sourcing and underwriting our land acquisitions, focusing on land acquisition opportunities that we believe benefit from their proximity to job centers, easily accessible transportation arteries, desirable school districts and local amenities such as restaurants, grocery stores and retail shops. We believe our portfolio of well-located communities will allow us to continue to attract significant homebuyer demand.

Our lot supply reflects our balanced approach to land investment. We have a diverse mix of readily deployable land assets and longer-term, strategic holdings to drive future community count. Our right-sized, yet meaningful supply of owned lots allows us to be selective and maintain our discipline in identifying new land acquisition opportunities and favorably positions us against potential near-term land shortages in our markets. Going forward, we will seek to maintain at least a three-year supply of owned lots and control an additional one to two years of lots. Our current years of land supply complements our efficient operations and does not overburden us with potentially higher risk, very long-dated land holdings.


Owned and controlled lots

Leading presence in high-growth Western U.S. markets

In 2010, we began the strategic realignment and focus of our geographic footprint to the Western U.S. We correctly believed the Western U.S. housing market would be a significant beneficiary of the housing recovery. We are benefiting from positive momentum in housing demand drivers across our markets, including positive population and employment growth trends, general housing affordability and desirable lifestyle and weather characteristics. The five states in which we operate are forecasted to have average annual population growth of 1.4% as compared to a national rate of 0.9% between 2010 and 2030, according to the U.S. Census Bureau. The tables below illustrate, for each of our markets and for the U.S. average, projected growth in employment and single family permits and historical appreciation in home values.


Attractive expected employment growth (2014E -2016E Compound Annual Growth Rate)		Superior expected single-family permit growth (2014E -2016E Compound Annual Growth Rate)

Source: BLS Wage & Salary; JBREC forecasts.		Source: Census Bureau; JBREC forecasts.


		Significant growth in home values (Represents LTM 11/30/13—Burns Home Value Index™)

		Source: JBREC. Developed by JBREC, the Burns Home Value Index provides an estimate of home value trends in MSAs, based on an "electronic appraisal" of every home in a market, rather than just actual transactions.

We believe that homebuilding is a local business and that we benefit not only from being in attractive markets, but also from having significant scale in our markets. According to MetroStudy, based on home closings for the twelve months ended December 31, 2013, we hold meaningful market share positions within all of our markets, including a #2 ranking within Northern California; a #3 ranking within Central California; a #5 ranking within Salt Lake City; a #9 ranking within Southern California; a #13 ranking within Las Vegas; a #22 ranking within Phoenix; and a #24 ranking within San Antonio. We believe that our operating experience and scale within our markets help to differentiate us from many of our competitors. Our scale of operations within our markets allows us better access to skilled subcontractors and suppliers and to capitalize on land acquisition opportunities due to our strong relationships with local land sellers, developers, and brokers. These competitive advantages have been developed through our working relationships that have spanned numerous economic and building cycles during our over 35 year history.

Experienced management and Board of Directors with a proven track record of creating shareholder value

We benefit from a strong and experienced senior management team, averaging approximately 27 years in the homebuilding industry. Our senior management team is headed by Joel Shine, Chairman and Chief Executive Officer. Mr. Shine has over 31 years of industry experience and joined Woodside LLC in an advisory capacity in 2008 and began serving as Chairman and Chief Executive Officer in January 2010. Rick Robideau, our Chief Financial Officer, has over 21 years of industry experience and joined our Company in 2010. Jay Moss, our Chief Marketing Officer, has over 40 years of homebuilding experience and joined our Company in 2011. Our senior management team is supported by division presidents who manage our seven individual markets. Average industry experience of our division presidents exceeds 20 years and each division president possesses substantial industry knowledge and deep local market expertise. Since this management team began operating the Company in 2010, we have gone from a net loss of $1.7 million in 2010 to net income of $32.1 million in 2013. Moreover, we have grown our book value over this time period by $108.6 million (of which $66.2 million is related to an equity offering in September 2012), from $92.5 million in 2010 to $201.1 million in 2013.

Our management team is further complemented by our experienced Board of Directors. Of our seven member board, four have over 15 years of homebuilding experience. For example, David Barclay and David Keller provide us with a wealth of homebuilding knowledge acquired while in senior leadership positions at leading national and publicly traded homebuilders and, along with the rest of our Board of Directors, have been instrumental in providing multiple points of reference on a broad range of operational, financial and marketing decisions.

Strong balance sheet with significant liquidity and access to growth capital

We believe we are well positioned with a strong balance sheet and significant liquidity with which to support our operations and the growth of our business. As of December 31, 2013, on a pro forma basis, we would have had $ million in unrestricted cash, total debt of $ million, and a total debt to total book capitalization ratio of %. In addition, we have no outstanding long-term debt maturing before 2021.

Our balance sheet strength and access to capital are illustrated by our ability, as a private company, to obtain an unsecured revolving credit facility in January 2014 and by our issuance of $220 million of senior unsecured notes at an interest rate of 6.75% in August 2013. Our notes offering extended the maturity of substantially all of our debt to 2021, while significantly reducing the interest rate of our debt. We will further enhance our capital structure and liquidity with our initial public offering and with the amendment of our unsecured revolving credit facility to increase the borrowing capacity thereunder to $ million, which we expect to occur substantially concurrent with the closing of this offering. Going forward, we plan to maintain prudent leverage levels and adequate liquidity so we can selectively take advantage of attractive acquisition and development opportunities.

Our Business Strategies

Drive revenue growth by opening new communities and selectively pursuing acquisition opportunities within our existing regional footprint

We have a diverse and extensive land supply of both readily deployable and longer-term strategic land holdings in our seven markets. We intend to capitalize on our owned and controlled land supply and we own substantially all of the land on which we currently expect to close homes during 2014 and 2015. We anticipate having 53 active selling communities on average in 2014, a 36% increase from the 39 average active selling communities we had in 2013. We can provide no assurance, however, that we will be able to achieve this level of average active selling communities for the year ending December 31, 2014.

Given the positive economic trends that are forecasted for our markets, we expect a significant portion of our near and long-term growth to be derived from expansion in these markets. We believe that increasing our size and share within our markets will also allow us to enhance profitability by achieving and exploiting economies of scale. While we expect to remain focused on growth within our existing market footprint, we may explore expansion into additional Western U.S. markets if the right opportunity were to present itself. Those opportunities could be selective acquisitions, joint ventures or other strategic transactions with third-party homebuilders or other industry participants.

Remain focused on delivering an outstanding home buying and home owning experience

We employ a "client-first," customer-centric strategy which prioritizes customer satisfaction through award-winning designs and the utmost dedication to customer service. Our objective of building a new home with lasting value and craftsmanship, while providing excellent service, has been recognized across the industry as well as by our homebuyers. We have been recognized as a leader in customer service and design by numerous third parties, including designations in 2013 as among the top 10 most trusted homebuilders in America by Lifestory Research and in 2012 as Developer of the Year by Builder and Developer magazine.

Our approach to customer service was developed after extensive research and is predicated upon several key strategies for maximizing the customer's home buying experience. We believe that our product is what defines us. As a result, we continually refine our product designs and focus on providing value and differentiating our product instead of competing strictly based on the price of our

homes. Our ability to differentiate our product and ultimately drive sales pace and pricing is directly related to the strength of our design and the breadth of our personalization process.

We also understand that the home personalization process can sometimes be intimidating and even stressful for homebuyers, particularly those in the move-up and entry-level segments in which we specialize. To help make design decisions easier, in most of our communities we create interactive buyer selection displays in our onsite sales offices known as "Inspiration Walls." Our "Inspiration Walls" present a matrix of design selections based on general style preferences (e.g., classic, eclectic or contemporary) that buyers can use to individualize homes without the need to go to an offsite design center. These displays of pre-designed, pre-priced options and upgrades give our buyers a high level of freedom of choice coupled with a process that guides and simplifies their decision-making process. Additionally, we recognize that our customers want products that are environmentally friendly and energy efficient. As such, all of our new homes are thoughtfully planned to integrate green features including efficient insulation, heating, cooling and plumbing systems, programmable thermostats and low-VOC paint, finishes and carpeting. We believe our "Design-Build-Live" approach to design and personalization distinguishes us from our competitors and provides our customers with an unparalleled home design and purchasing experience by allowing for both simplicity and customization of design that fit their individual lifestyles and tastes.

Emphasis on product and buyer diversification

We offer a broad range of single-family detached and attached homes designed for and marketed to our targeted customer segments. Prior to making land purchases, via our proprietary land analyses, we strive to match product and price points to buyer demand in our markets. Our products are differentiated by size, design, quality of living space, features and amenities in order to serve the specific needs of customers in our markets, with an emphasis on sales to move-up and entry-level homebuyers. We believe that our diversified product strategy and pricing enable us to best serve multiple customer segments and to quickly adapt to market conditions and consumer preferences.

2013 average closing price by buyer segment		2013 home closings by price segment

($ in thousands)

We continually evaluate opportunities for evolving our product mix within our communities. In our communities scheduled to open in 2014 and 2015, we currently expect to include a higher percentage of offerings targeted to what we believe to be the underserved first move-up and second move-up segments in our markets. We expect this shift in mix to result in an increase in our average closing price as we deliver homes from such communities.

Leverage our land development and land acquisition expertise

We believe we have a significant competitive advantage in our ability to locate and acquire or control land on favorable terms in our markets. Our ability to identify, acquire and develop land has been critical to our success. We have established our expertise through the following:

•: our team of professionals has extensive land acquisition and development experience and knowledge;
•: our long-term relationships with prominent sellers, land developers, brokers and investors often lead to the first look at new land opportunities and afford us the opportunity to acquire or control high quality land;
•: our long-standing reputation as a leading homebuilder and developer provides land sellers and brokers with the confidence that we will close a transaction on a timely basis with minimal execution risk; and
•: our track record of creatively sourcing, acquiring and executing larger scale developments.

We opportunistically engage in land development in all of our markets to give us the ability to creatively structure transactions to access a broader range of land sellers. We retained most of our senior land and development personnel through the housing downturn to maintain our development capabilities. Illustrating our expertise, since 2012, the Company has processed over 50 different parcels through various aspects of the entitlement process. These processes ranged from relatively minor items such as processing and recording plats to rezoning parcels and obtaining general plan amendments. Our ability to acquire longer life-cycle land parcels that require development and, in some cases, entitlement work enables us to add value through the development process and an opportunity for enhanced margins. As of December 31, 2013, of our 5,189 total owned lots, 2,976 lots were in the process of being entitled or under development.

Our land portfolio is geographically balanced. During the twelve months ended December 31, 2013, we acquired 2,471 lots in 40 new or existing communities. The table below sets forth the number of lots acquired by us in each of our markets and the 2013 ending year owned and controlled lot balance for the twelve months ended December 31, 2013.

	Twelve Months Ended December 31, 2013		As of December 31, 2013

	Twelve Months Ended December 31, 2013		Lots owned and controlled
Market	Lots Acquired		Lots owned and controlled
Northern California		323		1,115
Central California		144		1,163
Southern California		332		1,219
Las Vegas		663		1,375
Phoenix		68		1,715
Salt Lake City		883		1,471
San Antonio		58		639


Total		2,471		8,697

To further manage the risks associated with land acquisition, all proposed land transactions are highly scrutinized by our land committee, which includes our Chief Executive Officer Joel Shine, Chief Financial Officer Rick Robideau, General Counsel Wayne Farnsworth, Chief Marketing Officer Jay Moss and, to the extent the acquisition involves consideration above a specified threshold, a member of our Board of Directors, David Barclay. For any proposed acquisition, division leadership must submit a detailed acquisition analysis that includes in-depth market, financial, product and competitor

information. While the homebuilding industry has recently experienced heavy competition for land, we have been able to acquire high quality land during 2013 that meets or exceeds our investment criteria.

Focus on superior sales training and development

We focus on our people. We believe we have a superior sales training and strategy that is one of the cornerstones of our success. We endeavor to identify and hire the best talent in the industry. We invest in our sales team with interactive, web-based training and development through what we refer to as the "Woodside Homes University." We hold our sales teams accountable with weekly goal reviews which focus on the specifics required to meet our goals, which include sales absorption, homebuyer conversion rate versus our competition, customer follow-up, sales procedures and customer satisfaction. This detail-oriented training has allowed us to succeed in today's competitive homebuilding environment and comprise many of the elements of our "client-first," customer-centric strategy.

Our Structure

Following the consummation of the Offering and Reorganization Transactions, Woodside Inc. will be a holding company and its sole asset will be an equity interest in Woodside LLC. Woodside Inc. will operate and control all of the business and affairs and consolidate the financial results of Woodside LLC and its subsidiaries. Prior to the completion of this offering, Woodside LLC intends to amend and restate its limited liability company agreement to, among other things, modify its capital structure by converting the different classes of interests currently held by its existing owners into one class of limited liability company interests, or LLC Units. Woodside Inc., Woodside LLC and the existing owners are expected to enter into an exchange agreement under which (subject to the terms of the exchange agreement) the existing owners will have the right to exchange their LLC Units for shares of Woodside Inc.'s Class A common stock on a one-for-one basis, subject to customary exchange rate adjustments for stock splits, stock dividends, reclassifications and certain other similar transactions, or, at our election, for cash.

Woodside Inc. intends to use approximately $ million of the net proceeds from this offering (or $ million if the underwriters exercise their over-allotment option in full) to purchase newly-issued LLC Units in Woodside LLC and intends to use approximately $ million of the net proceeds from this offering (or $ million if the underwriters exercise their over-allotment option in full) to purchase LLC Units held by certain existing owners, in each case, at a price per LLC Unit equal to the price paid by the underwriters for shares of our Class A Common Stock in this offering.

The following chart summarizes our organizational structure following the consummation of the Offering and Reorganization Transactions. This chart is provided for illustrative purposes only.

(1): Shares of Class A Common Stock and Class B Common Stock vote as a single class. In accordance with the exchange agreement to be entered into in connection with the Offering and Reorganization Transactions, the voting power of shares of Class B Common Stock held by existing owners shall be automatically and correspondingly reduced in connection with any exchanges of LLC Units for shares of our Class A Common Stock.
(2): Assumes no exercise of the underwriters' over-allotment option. If the underwriters exercise their over-allotment option in full, (i) the shares of Class A Common Stock held by public shareholders will constitute % of the voting power in Woodside Inc., (ii) holders of Class B Common Stock will have % of the voting power of Woodside Inc., (iii) the LLC Units held by the existing owners will constitute % of the outstanding LLC Units in Woodside LLC, and (iv) Woodside Inc. will own % of the outstanding LLC Units in Woodside LLC.

See "The Reorganization of Our Corporate Structure," "Certain Relationships and Related Party Transactions" and "Description of Capital Stock" for more information on the exchange agreement and the rights associated with our common stock and the LLC Units of Woodside LLC.

Risks Associated with our Business

An investment in shares of our Class A Common Stock involves a high degree of risk. Below is a summary of certain key risk factors that you should consider in evaluating an investment in shares of our Class A Common Stock:

•: Declines due to macroeconomic and other factors outside our control, such as changes in consumer confidence and increases in unemployment levels;
•: Extreme volatility in the homebuilding industry due to its sensitivity to macro, regional and local economic conditions;
•: Fluctuations and declines in the market value of land;
•: Limitations on the availability and increases in the cost of home mortgage financing;
•: Changes in tax laws affecting home ownership;
•: Cyclicality of our operating results;
•: The availability of suitable land at acceptable prices;
•: Our ability to compete with other homebuilders;
•: Our limited geographic diversification;
•: Our access to, and cost of, raw materials and qualified labor, which may be affected by factors beyond our control;
•: Our ability to identify and acquire desirable land parcels;
•: Our ability to continue to comply with the covenants in our debt agreements and service our indebtedness; and
•: The lack of a public market for our common stock.

This list is not exhaustive. Please read the full discussion of these risks and other risks described under the caption "Risk Factors" beginning on page 23 of this prospectus.

Emerging Growth Company Status

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"). As an "emerging growth company," we are able to take advantage of specified reduced reporting and other burdens that are otherwise generally applicable to public companies.

The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. However, we have elected to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Additionally, we intend to rely on other reduced reporting requirements provided by the JOBS Act, including exemptions from the requirements to (1) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (3) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis), (4) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation, and (5) seek non-binding advisory votes on executive compensation or "golden parachute" arrangements.

We intend to take advantage of these exemptions as long as we qualify as an emerging growth company. We will remain an emerging growth company until the earliest of:

•: the last day of the fiscal year following the fifth anniversary of the date of this offering;
•: the last day of the fiscal year in which we have annual gross revenues of $1.0 billion or more;
•: the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and
•: the date on which we are deemed to be a "large accelerated filer," which will occur at such time as we (a) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, or the Exchange Act, for a period of at least 12 months, and (c) have filed at least one annual report pursuant to the Exchange Act.

Accordingly, we could remain an "emerging growth company" until as late as December 31, 2019.

Corporate Information

The Company's principal executive offices are located at 39 East Eagleridge Drive, Suite 102, North Salt Lake City, Utah 84054 and its telephone number is (801) 299-6700. The Company's website address is www.woodsidehomes.com. Information contained on or accessible through the Company's website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only.

THE OFFERING


Issuer		Woodside Homes, Inc.
Class A Common Stock Offered		shares
Underwriters' Option to Purchase Additional Shares		We have granted the underwriters a 30-day option to purchase up to additional shares of Class A Common Stock at the initial public offering price less the underwriting discount.
Class A Common Stock to be Outstanding After this Offering		shares (or shares if each outstanding LLC Unit was exchanged for one share of Class A Common Stock, as described under "The Reorganization of Our Corporate Structure").
Class B Common Stock to be Outstanding After this Offering		shares, or one share for every holder of LLC Units.
Voting Power Held by Holders of Class A Common Stock After this Offering		% (or 100% if each outstanding LLC Unit were exchanged for one share of Class A Common Stock, as described under "The Reorganization of Our Corporate Structure").
Voting Power Held by Holders of Class B Common Stock After this Offering		% (or 0% if each outstanding LLC Unit were exchanged for one share of Class A Common Stock, as described under "The Reorganization of Our Corporate Structure").
Exchange		LLC Units may be exchanged at any time, in certain minimum increments, for shares of our Class A Common Stock on a one-for-one equivalent basis, subject to customary exchange rate adjustments for stock splits, stock dividends, reclassifications and certain other similar transactions, or, at our election, for cash. When LLC Units are exchanged by a member of Woodside LLC for shares of Class A Common Stock, the voting power of our Class B Common Stock will be automatically and correspondingly reduced.
Use of Proceeds		We estimate that the net proceeds from the sale of our Class A Common Stock in this offering, after deducting offering expenses and underwriting discounts and commissions, will be approximately $ million ($ million if the underwriters exercise their over-allotment option in full) based on an assumed initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus).


		Woodside Inc. intends to use $ million of the net proceeds of this offering (or $ million if the underwriters exercise their over-allotment option in full) to acquire newly-issued LLC Units in Woodside LLC. Woodside LLC intends to use such proceeds for growth capital, including the acquisition and development of land, and general corporate purposes.
		Woodside Inc. intends to use all of the $ million of remaining net proceeds from this offering (or $ million if the underwriters exercise their over-allotment option in full), to purchase LLC Units from certain of our existing owners (at a per LLC Unit price equal to the price paid by the underwriters for shares of our Class A Common Stock in this offering). Accordingly, we will not retain any of these proceeds.
Voting Rights		Holders of our Class A Common Stock and our Class B Common stock will have voting power over Woodside Inc., the sole managing member of Woodside LLC, at a level that is consistent with their overall equity ownership of our business. Each share of our Class A Common Stock entitles its holder to one vote on all matters to be voted on by stockholders generally.
		After the offering, each existing owner of Woodside LLC will hold one share of Class B Common Stock. The shares of Class B Common Stock have no economic rights but entitle the holder to a number of votes on matters presented to stockholders of Woodside Inc. that is equal to the aggregate number of LLC Units held by such holder. See "Description of Capital Stock—Class B Common Stock—Voting Rights."
		Holders of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.
Dividend Policy		We do not anticipate paying any cash dividends on our common stock following this offering. Any determination to pay dividends to holders of our common stock will be at the discretion of our Board of Directors. The payment of cash dividends is restricted under the terms of the agreements governing our outstanding debt, and may be further restricted by other agreements related to indebtedness we incur in the future.
Directed Share Program		The underwriters have reserved for sale at the initial public offering price up to shares of Class A Common Stock for directors, officers, employees and other persons associated with us who have expressed an interest in purchasing Class A Common Stock in the offering. See "Underwriting."
NYSE Symbol		WDS.


Risk Factors		See "Risk Factors" and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A Common Stock.

Except as otherwise indicated, all information in this prospectus:

•: assumes no exercise of the underwriters' option to purchase additional shares to cover over-allotments;
•: assumes shares of Class A Common Stock are reserved for issuance upon the exchange of LLC Units held by the existing owners;
•: assumes an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus); and
•: does not reflect shares of our Class A Common Stock that will be reserved for issuance under the Company's 2014 Equity Incentive Plan, including shares of our Class A Common Stock that will be issued in respect of grants of restricted stock or options to purchase shares of our Class A Common Stock expected to be made to certain of our employees and directors in connection with this offering. See "Executive Compensation—2014 Equity Incentive Plan."

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary historical and unaudited pro forma consolidated financial and other data should be read in conjunction with, and are qualified by reference to, "The Reorganization of Our Corporate Structure," "Unaudited Pro Forma Consolidated Financial Information," "Selected Historical Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements of Woodside LLC and notes thereto included elsewhere in this prospectus.

Woodside LLC will be considered Woodside Inc.'s predecessor for accounting purposes, and its consolidated financial statements will be our historical financial statements following this offering. The summary historical consolidated financial data of Woodside LLC presented below as of and for the years ended December 31, 2013 and 2012 have been derived from and should be read together with the audited consolidated financial statements of Woodside LLC and the accompanying notes, which are contained elsewhere in this prospectus.

The summary unaudited pro forma consolidated statement of operations data of Woodside Inc. for the year ended December 31, 2013 present our consolidated results of operations giving pro forma effect to the Offering and Reorganization Transactions and the other matters described under "Unaudited Pro Forma Consolidated Financial Information," including the issuance and sale by us of shares of our Class A Common Stock in this offering at the initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, and the application of a portion of the proceeds from the offering to purchase newly-issued LLC Units and the remainder of such proceeds to purchase LLC Units from certain of Woodside LLC's existing owners (at a price per LLC Unit equal to the price paid by the underwriters for shares of our Class A Common Stock in the offering), in each case, as if such transactions had occurred on January 1, 2013 and assuming no exercise of the underwriters' over-allotment option. The summary unaudited pro forma consolidated balance sheet data of Woodside Inc. as of December 31, 2013 presents our consolidated financial position giving pro forma effect to the Offering and Reorganization Transactions and the other matters described under "Unaudited Pro Forma Consolidated Financial Information," including the issuance and sale by us of shares of our Class A Common Stock in this offering at the initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, and the application of a portion of the proceeds from the offering to purchase newly-issued LLC Units and the remainder of such proceeds to purchase LLC Units from certain of Woodside LLC's existing owners (at a price per LLC Unit equal to the price paid by the underwriters for shares of our Class A Common Stock in the offering), in each case, as if such transactions had occurred on December 31, 2013 and assuming no exercise of the underwriters' over-allotment option.

	Pro Forma (Unaudited)	Historical

	Pro Forma (Unaudited)	Year Ended December 31,
	Year Ended December 31, 2013	Year Ended December 31,
($ in thousands, except share data)	Year Ended December 31, 2013	2013			2012
Statement of Operations Data:
Revenues:
Homebuilding	$	$	438,103		$	314,216
Land and lot			3,077			14,840
Other			—			57


Total revenues			441,180			329,113
Cost of revenues:
Homebuilding			339,060			254,637
Land and lot			2,177			14,408
Other			—			757


Total cost of revenues			341,237			269,802
Operating expenses			53,190			39,926


Income from operations			46,753			19,385
Other income (expense):
Interest income			485			376
Interest expense			(790	)		(2,403	)
Loss on early retirement of debt(1)			(13,451	)		—
Other income			497			524


Net other expense			(13,259	)		(1,503	)


Income before income tax expense			33,494			17,882
Income tax expense			(1,433	)		(184	)


Net income		$	32,061		$	17,698




Less: Net income attributable to non-controlling interests(2)


Net income attributable to Woodside Inc.	$




Basic weighted average number of Class A Common Shares outstanding
Basic net income per share applicable to Class A Common Stock	$
Diluted weighted average number of Class A Common Shares outstanding
Diluted net income per share applicable to Class A Common Stock	$
Net income per class 1 and 2 membership unit, basic and diluted(3)		$	1.74		$	0.43
Net income per class A and class B membership unit, basic and diluted(4)			—		$	1.02
Weighted average membership units outstanding — class 1 and class 2, basic and diluted(3)			18,453,357			18,468,286
Weighted average membership units outstanding — class A and class B, basic and diluted(4)			—			9,500,000

	Pro Forma (Unaudited)		Historical

	Pro Forma (Unaudited)		Year Ended December 31,
	Year Ended December 31, 2013		Year Ended December 31,
($ in thousands)	Year Ended December 31, 2013		2013			2012
Other Consolidated Financial Information (unaudited):
Homebuilding gross margin			$	99,043		$	59,579
Land and lot gross margin				900			432
Other gross margin				—			(700	)


Consolidated gross margin			$	99,943		$	59,311
Consolidated gross margin as a percentage of total revenues				22.7	%		18.0	%
Adjusted homebuilding gross margin(5)			$	115,165		$	71,903
Adjusted homebuilding gross margin as a percentage of homebuilding revenue(5)				26.3	%		22.9	%
Interest incurred			$	14,422		$	11,701
Adjusted EBITDA(6)	$		$	57,298		$	27,272
Adjusted EBITDA as a percentage of total revenues(6)		%		13.0	%		8.3	%
Percentage of total debt to total book capitalization(7)		%		52.2	%		42.5	%
Percentage of net debt to net total book capitalization(8)		%		39.6	%		18.4	%
Operating Data (unaudited):
Average active selling communities				39			43
Home sales net of cancellations				1,535			1,450
Monthly average net sales per average active selling community				3.3			2.8
Homes closed				1,507			1,278
Average closing price			$	291		$	246
Cancellation rates				13.7	%		15.0	%
Backlog at end of period, number of homes(9)				386			358
Backlog at end of period, aggregate sales value(9)			$	119,980		$	94,492

	Pro Forma (Unaudited)	Historical

	Pro Forma (Unaudited)	As of December 31,
	As of December 31, 2013	As of December 31,
	As of December 31, 2013	2013		2012
Balance Sheet Data:
Cash and cash equivalents, excluding restricted cash(10)	$	$	88,136	$	87,145
Inventory			343,513		206,239
Total assets			478,994		328,962
Total debt			220,000		125,218
Total equity			201,134		169,073

(1): On August 5, 2013, Woodside LLC and Woodside Homes Finance Inc. issued $220.0 million of unsecured senior notes due December 15, 2021. The Company used $135.0 million of the net proceeds from the offering to purchase in a tender offer Woodside LLC's senior secured notes due December 31, 2017 (the "2017 Notes"), which amount included an early tender payment of $7.3 million. Woodside LLC recorded a loss on early retirement of debt of $13.5 million in costs attributable to the repurchase of the 2017 Notes.
(2): Represents ownership interests of the members of Woodside LLC (other than Woodside Inc.) in a share of Woodside LLC's net income.

(3): Class 1 and class 2 Units hold the same rights and interests including, but not limited to, voting rights and rights to share in the profits of Woodside LLC.
(4): On September 25, 2012, Woodside LLC issued $75.0 million in new equity. As part of the equity offering, the existing 7.5 million class A and 2.0 million class B units were converted to 9.5 million class 1 Units, and Woodside LLC issued 9.7 million of the available 20.5 million new class 2 Units at $7.75 per unit to certain existing unit holders. The proceeds, net of issuance costs, totaled $71.8 million. In conjunction with the equity offering, Woodside LLC redeemed and retired 0.7 million class 1 Units at $7.75 per unit on September 27, 2012.
(5): Homebuilding gross margin before inventory impairment losses included in cost of homebuilding revenues, amortization of capitalized interest included in cost of homebuilding revenues, and selling commissions that are included in cost of homebuilding revenues ("Adjusted homebuilding gross margin") is not a measure prepared in accordance with GAAP. See "Non-GAAP Financial Measures." A reconciliation of Adjusted homebuilding gross margin to homebuilding gross margin is presented in the following table:

	Historical

	Year Ended December 31,
($ in thousands)	2013			2012
Homebuilding gross margin	$	99,043		$	59,579
Inventory impairment losses included in cost of homebuilding revenues		—			220
Amortization of capitalized interest in cost of homebuilding revenues		8,831			6,076
Selling commissions included in cost of homebuilding revenues		7,291			6,028


Adjusted homebuilding gross margin	$	115,165		$	71,903




Homebuilding revenues	$	438,103		$	314,216


Adjusted homebuilding gross margin as a percentage of homebuilding revenues		26.3	%		22.9	%

(6): Consolidated earnings before interest expense, amortization of capitalized interest in total cost of revenues, income tax expense, and depreciation and amortization ("EBITDA") and before inventory impairment loss and loss on early retirement of debt ("Adjusted EBITDA") are non-GAAP financial measures. The most directly comparable GAAP financial measure is net

income. See "Non-GAAP Financial Measures" for further details. A reconciliation of EBITDA and Adjusted EBITDA to net income is presented in the following table:

			Historical

	Pro Forma (Unaudited)		Historical
	Pro Forma (Unaudited)		Year Ended December 31,
	Year Ended December 31, 2013		Year Ended December 31,
($ in thousands)	Year Ended December 31, 2013		2013			2012
Net income	$		$	32,061		$	17,698
Interest expense				790			2,403
Amortization of capitalized interest in total cost of revenues				8,859			6,257
Income tax expense				1,433			184
Depreciation and amortization				704			510


EBITDA	$		$	43,847		$	27,052
Inventory impairment loss				—			220
Loss on early retirement of debt				13,451			—


Adjusted EBITDA	$		$	57,298		$	27,272




Adjusted EBITDA as a percentage of total revenues		%		13.0	%		8.3	%

(7): Total book capitalization means the sum of total debt and total equity.
(8): Net debt means total debt less unrestricted cash. Net total book capitalization means total book capitalization less unrestricted cash. Net debt to net total book capitalization, which we calculate by dividing total debt, net of unrestricted cash, by total capital, net of unrestricted cash, is a non GAAP financial measure. See "Non-GAAP Financial Measures." The most directly comparable GAAP financial measure is total debt to total book capitalization. A reconciliation of (i) net debt to net total book capitalization to (ii) total debt to total book capitalization is presented in the following table:

	Pro Forma (Unaudited)		Historical

	Pro Forma (Unaudited)		As of December 31,
	As of December 31, 2013		As of December 31,
	As of December 31, 2013		2013			2012
($ in thousands)
Total debt	$		$	220,000		$	125,218
Total equity				201,134			169,073


Total book capitalization				421,134			294,291




Percentage of total debt to total book capitalization		%		52.2	%		42.5	%
Total debt	$		$	220,000		$	125,218
Less: Unrestricted cash				88,136			87,145


Net debt				131,864			38,073




Total book capitalization				421,134			294,291
Less: Unrestricted cash				88,136			87,145


Net total book capitalization				332,998			207,146




Percentage of net debt to net total book capitalization		%		39.6	%		18.4	%

(9): Backlog consists of homes sold under pending sales contracts that have not yet closed, some of which are subject to contingencies, including mortgage loan approvals. There can be no assurance

An investment in our Class A Common Stock involves a high degree of risk. In addition to the other information in this prospectus, prospective investors should carefully consider the following risks before making an investment in our Class A Common Stock. The risks described in this prospectus are not the only ones we may face. Any of these risks and uncertainties could cause our actual results to differ materially from the results contemplated by the forward-looking statements set forth herein, and could otherwise have a significant adverse impact on our business, prospects, financial condition or results of operations. The trading price of our Class A Common Stock could decline due to any of these risks and uncertainties, and you could lose all or part of your investment.

Please also read "Cautionary Statement Concerning Forward-Looking Statements" in this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements included in this prospectus.

The housing industry has experienced significant downturns and our home sales and operating revenues could decline due to macroeconomic and other factors outside of our control, such as changes in consumer confidence and increases in unemployment levels.

The U.S. homebuilding industry was negatively impacted by the recent economic downturn and in particular by declining consumer confidence, restrictive mortgage standards and decreased availability of financing, and large supplies of foreclosed resale and new homes, among other factors. When combined with a prolonged economic downturn, high unemployment levels, and uncertainty in the U.S. economy, these conditions contributed to a decreased demand for housing, declining sales prices, and increasing pricing pressures in our markets, particularly in Arizona, California and Nevada. While some of the many negative factors that contributed to the housing downturn began to moderate in 2012 and 2013, we cannot be sure how long or to what extent the housing recovery will continue. In particular, knowledge of the recent downturn, continuing economic uncertainty, volatility and uncertainty in financial, credit and consumer lending markets, tighter lending standards and increasing interest rates and increases in taxes and other expenses may adversely affect consumer demand for and the pricing of our homes, which could, in turn, impact our performance and cause our revenues and operating income to decline. In the case of any weakening of the national economy, we could experience declines in the market value of our inventory and demand for our homes, which could have a significant adverse impact on our financial position and results of operations.

The health of the residential homebuilding industry may also be significantly affected by "shadow inventory" levels. "Shadow inventory" refers to the number of homes with a mortgage that are in some form of distress but that have not yet been listed for sale. Shadow inventory can occur when lenders put properties that have been foreclosed or forfeited to lenders on the market gradually, rather than all at once, or delay the foreclosure process. They may choose to do so because of regulations and foreclosure moratoriums, because of the additional costs and resources required to process and sell foreclosed properties, or because they want to avoid depressing housing prices further by putting many distressed properties up for sale at the same time. A significant shadow inventory in our markets could, were it to be released into our markets, adversely impact home prices and demand for our homes, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, our customer base includes move-up homebuyers, whose ability to obtain financing is often subject to contingencies related to the sale of their existing homes. The difficulties facing these buyers in selling their homes during recessionary periods may adversely affect our sales. Moreover, during such periods, we may need to reduce our sales prices and offer greater incentives to buyers to compete for sales that may result in reduced margins.

Our industry is very sensitive to macro, regional and local economic conditions and has historically been extremely volatile.

The residential homebuilding industry is cyclical and is highly sensitive to macroeconomic factors and regional and local economic factors, as well as potential homebuyers' perceptions about these economic factors. General economic conditions such as the following have adversely affected our industry:

Local conditions, such as the availability of new and existing homes for sale in the area, the local rental market and local material and labor costs also significantly impact our business. Key economic factors in our business may change or remain unfavorable, on a national scale, like the recent global economic downturn, or may affect some of the regions or markets in which we operate more than others. Our properties are concentrated in states that have been disproportionately affected by the housing downturn, including Arizona, California and Nevada. When adverse conditions affect any of our markets, they could have a proportionately greater impact on us than on some other homebuilding companies whose properties are not concentrated in such markets. Also, during recessionary periods, we may need to reduce sales prices and offer greater incentives to buyers in order to compete for sales, which may negatively impact our financial results. Furthermore, slower rates of population growth or population declines in our key markets, especially as compared to the high population growth rates in prior years, could affect the demand for housing, causing home prices in these markets to fall, and adversely affect our business, financial condition and operating results.

Adverse changes in economic conditions can cause demand and prices for our homes to decrease or cause us to take longer to build our homes and make it more costly for us to do so. We may not be able to recover these increased costs by raising prices because of weak market conditions and because the price of each home we sell is usually set several months before the home is delivered, as many customers sign their home purchase contracts before construction begins. The potential difficulties described above could impact our customers' ability to obtain suitable financing and cause some homebuyers to cancel or refuse to honor their home purchase contracts altogether.

Fluctuations and declines in the market value of land may have an adverse effect on the value of our inventory resulting in impairment charges, which could adversely affect our business, financial condition and results of operations.

Land inventory risk can be substantial for homebuilders. We continuously look to acquire land for replacement and expansion of land inventory within the markets in which we build. The market value of land, building lots and housing inventories can fluctuate significantly as a result of changing market

conditions, and the measures we employ to manage inventory risk may not be adequate to insulate our operations from a severe decline in inventory values. Further, as a result of these fluctuations, the book value of our real estate assets may not reflect the current or future market value of these assets, and any differences between book and market values may be significant. When market conditions are such that land values are not appreciating or are declining, previously entered into option and purchase agreements may become less desirable, at which time we may elect to forgo deposits, write off pre-acquisition costs and terminate such agreements and, with respect to land we already own, we may have to sell homes at a loss or hold land in inventory longer than planned. In addition, inventory carrying costs can be significant and can result in losses in a poorly performing community or market, and we may have to sell homes at significantly lower margins or at a loss.

At times, in the past few years, we have had to recognize inventory impairment charges. If adverse conditions recur or worsen, we may have to incur additional and larger inventory impairment charges which would adversely affect our financial condition and results of operations and our ability to comply with certain covenants in the agreements governing our existing or future indebtedness.

Inventory carrying values are reviewed quarterly for potential write-downs when impairment indicators are present. Indicators of impairment include a decrease in demand for housing due to soft market conditions, competitive pricing pressures that reduce the average sales price of homes, which include sales incentives for home buyers, sales absorption rates below management expectations, a decrease in the value of the underlying land and a decrease in projected cash flows for a particular project. During any such review, if the undiscounted estimate of cash flows to be generated by an asset is less than the current carrying value of the asset, then the asset is deemed to be impaired, and a charge is recorded for the amount by which the carrying amount exceeds the fair value of the asset. These estimates of cash flows are significantly impacted by estimates of the timing and amounts of revenues, costs, and other factors. Due to uncertainties in the estimation process, actual results could differ materially from such estimates. Our determination of fair value is primarily based upon discounting the estimated cash flows at a rate commensurate with the inherent risks associated with the assets and related estimated cash flow streams. In performing such impairment analyses, we utilized a discount rate of 15% for the year ended December 31, 2012.

Limitations on the availability, increases in the cost and changes in governmental regulation of mortgage financing can adversely affect demand for housing.

In general, housing demand is negatively impacted by the unavailability of mortgage financing, which could be caused by declining customer credit quality and tightening of mortgage loan underwriting standards and other factors that increase the upfront or monthly costs of financing a home, such as increases in required down payments and interest rates, insurance premiums or reduction of mortgage interest deductibility. Most buyers finance their home purchases through third-party lenders providing mortgage financing. Even if potential new homebuyers do not need financing, changes in interest rates could make it harder for them to sell their existing homes to potential buyers who need financing. Over the last several years, many third-party lenders have significantly increased underwriting standards, and many subprime and other alternate mortgage products are no longer available to the marketplace in spite of a decrease in mortgage rates. If these trends continue and mortgage loans continue to be difficult to obtain, the ability and willingness of prospective buyers to finance home purchases or to sell their existing homes will be adversely affected, which will adversely affect our results of operations through reduced home sales revenue, gross margins and cash flows.

Mortgage interest rates have, in recent years, been at historic lows, but have risen in recent months. Further increases in interest rates could adversely affect our ability to sell homes. In addition, our sales contracts frequently include financing contingency provisions, which permit the buyers to cancel the sales contract in the event that mortgage financing at prevailing interest rates is unobtainable within the period specified in the contract. Our failure to sell homes profitably or at all

because of high mortgage interest rates would have a material adverse effect on our business and results of operations.

In addition, changes in governmental regulation with respect to mortgage lenders could adversely affect demand for housing. For example, the Federal Housing Administration, or FHA, significantly reduced the limits on loans eligible for insurance by the FHA in 2014, which has impacted the availability and cost of financing in our markets. In addition, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. Among other things, this legislation provides for a number of new requirements relating to residential mortgage lending practices, many of which are to be developed further by implementing rules. These include, among others, minimum standards for mortgages and lender practices in making mortgages, limitations on certain fees, retention of credit risk, prohibition of certain tying arrangements and remedies for borrowers in foreclosure proceedings. The effect of such provisions on the demand for housing will depend on the rules that are ultimately enacted. In addition, we cannot predict whether similar changes to, or new enactments of, statutes and regulations pertinent to mortgage lending will occur in the future. Any such changes or new enactments could adversely affect the demand for housing, which would have a material adverse effect on our business and results of operations.

Tax law changes could make homeownership more expensive or less attractive. Current U.S. tax laws permit certain expenses of owning a home to be deducted by an individual in determining individual federal taxable, and in many cases, state taxable income. Such deductions include mortgage interest and real estate taxes. If these tax deductions were to be eliminated or curtailed, this could reduce the incentives to buy a home and make home buying more expensive which, in turn, could adversely affect our sales and earnings. Increases in real estate taxes by local governments also increase the cost of owning a home, and accordingly, any such increases could affect the demand for and sale of our homes.

Increases in our cancellation rates could have a negative impact on our home sales revenue and home building gross margins.

During the years ended December 31, 2013 and 2012, we experienced cancellation rates of 13.7% and 15.0%, respectively. Cancellations negatively impact the number of closed homes, net new home orders, home sales revenue and our results of operations, as well as the number of homes in backlog. Home order cancellations can result from a number of factors, including declines or slow appreciation in the market value of homes, increases in the supply of homes available to be purchased, increased competition, higher mortgage interest rates, homebuyers' inability to sell their existing homes, homebuyers' inability to obtain suitable financing, purchase price considerations and adverse changes in economic conditions. While recently our cancellation rates have been relatively low compared to certain of our competitors, homebuilders vary in their treatment of home sales, rendering comparisons of cancellation rates difficult. For example, we do not record home sales until contingencies (other than mortgage financing) are removed while other homebuilders may record home sales at the time the sale contract is entered into and before contingencies are satisfied, which could result in a higher cancellation rate.

In cases of cancellation after construction of the home has started, we remarket the home and usually retain any deposits we are permitted to retain pursuant to the terms of the applicable contract. However, the deposits retained, if any, may not cover the additional costs involved in remarketing the home and carrying of higher inventory. In addition, we may be required to remarket the home at a lower price due to changes in market conditions or for other reasons. Significant numbers of cancellations could adversely affect our business, financial condition and results of operations.

We have a history of net losses, we may incur net losses in the future and we may not be able to maintain profitability.

We incurred net losses for the years ended December 31, 2010 and 2011, and we may incur additional net losses in future periods. The extent of our future losses will depend, in part, on the condition of the housing market generally and particularly in the markets in which we operate and on the level of our expenses. Although we are presently profitable, we may not be able to maintain or increase profitability on a quarterly or annual basis. Any failure to maintain profitability may cause the price of our Class A Common Stock to decline, in which case you may lose a portion of your investment.

Our operating results are cyclical, which may cause the value of our Class A Common Stock to decline.

We have historically experienced, and in the future expect to continue to experience, cyclicality in our operating results on a quarterly and annual basis. Factors expected to contribute to this cyclicality include, among other things:

Adverse changes in these conditions may affect our business or may be more prevalent or concentrated in particular regions or localities in which we operate. In the past several years, unfavorable changes in many of these factors negatively affected all of the markets we serve. Economic conditions in certain of our markets continue to be characterized by levels of uncertainty. Any deterioration in economic conditions or continuation of uncertain economic conditions would likely worsen the unfavorable trends the housing market experienced in prior years, which could have a material adverse effect on our business and cause the value of our Class A Common Stock to decline.

The estimates, forecasts and projections relating to our markets prepared by JBREC are based upon numerous assumptions and may not prove to be accurate.

This prospectus contains estimates, forecasts and projections relating to our primary markets that were prepared for us for use in connection with this offering by JBREC, a real estate consulting firm. See "Market Overview" and "Prospectus Summary." The estimates, forecasts and projections relate to, among other things, home value indices, payroll employment growth, median household income, housing permits and household formation. No assurance can be given that these estimates are, or that the forecasts and projections will prove to be, accurate. Any forecasts prepared by JBREC are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of JBREC. No assurance can be given regarding the accuracy or appropriateness of the assumptions and judgments made, or the methodologies used, by JBREC. The application of alternative assumptions, judgments or methodologies could result in materially less favorable estimates, forecasts and projections than those contained in this prospectus. Other real estate

experts may have different views regarding these forecasts and projections that may be less positive or negative, including in terms of the timing, magnitude and direction of future changes.

The forecasts and projections are forward-looking statements and involve risks and uncertainties that may cause actual results to be materially different from the projections. JBREC has made these forecasts and projections based on studying the historical and current performance of the residential housing market and applying JBREC's qualitative knowledge about the residential housing market. The future is very difficult to predict, particularly given that the economy and housing markets can be cyclical, subject to changing consumer and market psychology, geo-political events, and governmental policies related to mortgage regulations and interest rates. There usually are differences between projected and actual outcomes, because events and circumstances frequently do not occur as expected, and any such differences may be material. Also, unanticipated events and circumstances may occur and change the results in material ways. Accordingly, the forecasts and projections included in this prospectus might not occur or might occur to a different extent or at a different time. For the foregoing reasons, neither we nor JBREC can provide any assurance that the estimates, forecasts and projections, including third-party data, contained in this prospectus will prove to be accurate. Actual outcomes may vary significantly from those contained or implied by the forecasts and projections, and you should not place undue reliance on these estimates, forecasts and projections. Except as required by law, we are not obligated to, and do not intend to, update the statements in this prospectus to conform to actual outcomes or changes in our or JBREC's expectations.

Certain undue or unforeseen delays in our business activities could have material adverse effects on our operating results.

The timing of land acquisitions, zoning and other regulatory approvals impacts our ability to pursue the development of new housing projects in accordance with our business plan. If the timing of land acquisitions, zonings or regulatory approvals is delayed, we will be delayed in our ability to develop housing projects. Furthermore, these delays could result in a decrease in our revenues and earnings for the periods in which the delays occur and possibly subsequent periods until the planned housing projects can be completed. In addition, a delay in the development of one or more communities or in a significant number of home closings or land sales due to acts of God, adverse weather, subcontractor, labor or material unavailability, strikes or other unforeseen factors could have a similar impact on revenues and earnings for the periods in which the delays occur and, possibly, subsequent periods.

An increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and may have an adverse impact on us.

The U.S. unemployment rate was 6.7% in February 2014, according to the U.S. Bureau of Labor Statistics. People who are not employed, are underemployed or are concerned about the loss, or potential loss, of their jobs are less likely to purchase new homes, may be forced to try to sell the homes they own and may face difficulties in making required mortgage payments. Therefore, any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and may have an adverse impact on us both by reducing demand for the homes we build and by increasing the supply of homes for sale.

If suitable land is not available at acceptable prices, our home sales revenue and results of operations could be negatively impacted or we could be required to scale back our operations in a given market.

Our operations depend on our ability to obtain suitable land for the development of our residential communities at acceptable prices and with terms that meet our underwriting criteria. Our ability to obtain land for new residential communities may be adversely affected by changes in the general availability of land, the willingness of land owners to sell land at reasonable prices, competition

for available land, availability of financing to acquire land, zoning regulations that limit housing density, and other market conditions. As conditions in our markets continue to improve, obtaining land that meets our investment criteria will be increasingly difficult because of greater competition for development opportunities, which may result in our inability to obtain land or an adjustment to our underwriting criteria in order to obtain the land. If the supply of land appropriate for development of residential communities continues to be limited or becomes more limited because of any of these factors, or for any other reason, the number of homes that our homebuilding subsidiaries build and sell may decline. To the extent that we are unable to purchase land in a timely manner or enter into new contracts for the purchase of land at acceptable prices, due to the lag time between the time we acquire land and the time we begin selling homes, our home sales revenue and results of operations could be negatively impacted and/or we could be required to scale back our operations in a given market.

We are particularly sensitive to market fluctuations between the time we acquire undeveloped land for a project and the time we sell and close on all units in the project.

Before a project generates revenues, time and capital are required to acquire land, obtain development approvals and construct project infrastructure, amenities, model homes and sales facilities. We continuously acquire land for new projects, the completion of which typically can take anywhere from one to five years from the acquisition of the land until the last home closing in the project. The market value of land and the costs of homebuilding can fluctuate significantly as a result of changing market conditions. Accordingly, if we acquire undeveloped land for a project and market conditions deteriorate before we actually build, sell and close all units in that project, then the project may become unprofitable even though we may have made significant investments and expected to make a profit at the time we acquired the undeveloped land. These changes in market conditions, including an increase in material and labor costs or a further decrease in demand for new homes, may require us to incur significant write-downs on our real estate inventory or sell homes at a loss or, in extreme cases, delay or abandon a project, which could materially adversely affect our business, financial condition and results of operations.

Difficulty in obtaining sufficient capital could result in increased costs and delays in completion of projects.

The homebuilding industry is capital-intensive and requires significant up-front expenditures to acquire land and begin development. Land acquisition, development and construction activities may be adversely affected by any shortage or increased cost of financing or the unwillingness of third parties to engage in joint ventures, land banking, model home programs or other alternative arrangements. Any difficulty in obtaining sufficient capital for planned development expenditures could cause project delays and any such delay could result in cost increases and may adversely affect our sales and future results of operations and cash flows. In addition, if we cannot obtain financing to fund the purchase of land or lots under option contracts, we are subject to the forfeiture of option contract deposits that have already been paid.

Adverse weather and geological conditions may increase costs, cause project delays and reduce consumer demand for housing, all of which would adversely affect our results of operations and prospects.

As a homebuilder, we are subject to numerous risks, many of which are beyond management's control, such as droughts, floods, wildfires, landslides, soil subsidence, earthquakes and other weather-related and geologic events that could damage projects, cause delays in the completion of projects, or reduce consumer demand for housing. Many of our projects are located in California, which has historically experienced significant earthquake activity, seasonal wildfires and droughts. In addition to directly damaging or otherwise affecting the value of our projects, earthquakes or other geologic or weather-related events could damage roads and highways providing access to those projects and

droughts could delay our ability to construct projects, thereby adversely affecting our ability to market homes in those areas and possibly increasing the costs of completion.

There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses associated with landslides, earthquakes and other geologic events may not be insurable and other losses, such as those arising from terrorism, may not be economically insurable. A sizeable uninsured loss could adversely affect our business, results of operations and financial condition.

We may not be able to compete effectively against competitors in the homebuilding industry.

The homebuilding industry is highly competitive. Homebuilders compete for, among other things, homebuying customers, desirable properties, financing, raw materials and skilled labor. We compete both with large homebuilding companies, some of which have greater financial, marketing and sales resources than we do, and with smaller local or regional builders. Competitive conditions have in the past and could in the future result in, among other things, lower sales prices and increased selling incentives, discounts or price concessions for our homes, difficulty in acquiring suitable land at acceptable prices, impairments in the value of our inventory and other assets, increases in labor costs and increases in the cost of raw materials. Our competitors may independently develop land and construct housing units that are substantially similar to our products. Many of these competitors also have longstanding relationships with subcontractors and suppliers in the markets in which we operate. We currently build in several of the top markets in the nation and, therefore, we expect to continue to face additional competition from new entrants into our markets. We also compete for sales with individual resales of existing homes (including lender-owned homes acquired through foreclosure) and with available rental housing.

Our limited geographic diversification could adversely affect us if the homebuilding industry in our markets declines.

We have homebuilding operations in Arizona, California, Nevada, Texas and Utah. Our limited geographic diversification could adversely impact us if the homebuilding business in our current markets should decline, since there may not be a balancing opportunity in a stronger market in other geographic regions. Accordingly, a prolonged downturn in one or more of our markets would have a disproportionately greater impact on us than other homebuilders with more geographically diversified operations.

We generated 53.7% of our 2013 revenue from, and as of December 31, 2013 held 49.7% of the dollar value of our real estate inventory in, California. Although conditions have improved recently, over the last several years, land values, the demand for new homes and home prices have declined substantially in the state, negatively impacting the Company's results of operations. In addition, the state of California has in the past experienced severe budget shortfalls and raised taxes and increased fees to offset the deficit and may do so from time to time in the future, which would further harm our business and financial results.

While individual markets are generally sensitive to overall economic conditions, the demand for new homes in the particular regions in which we do business may be especially sensitive to economic factors in that particular region. For example, the demand for new homes in the particular regions where we construct projects may stay low even if the general U.S. housing market continues to recover. Accordingly, an increase in the general demand for new homes may not immediately result in increased sales in our key geographic markets.

Our success depends on the efforts and abilities of our executive officers and other key employees, many of whom have significant experience in the homebuilding industry and in our markets. In

particular, we are dependent upon the services of Mr. Joel Shine, our Chief Executive Officer and Chairman of our Board, as well as the services of our division presidents and division management teams and personnel in our corporate office. Competition for qualified personnel in all of our operating markets is intense, and it would be difficult for us to find experienced personnel to replace our current employees, many of whom have significant homebuilding experience. Like many of our competitors that have reduced staffing in recent years, we anticipate a need to hire additional employees as market conditions improve and expect that competition for talented employees could be intense. Furthermore, a significant increase in the number of our active communities could necessitate the hiring of a significant number of additional skilled personnel, who are in short supply in our markets.

Our business and results of operations are dependent on the availability and skill of subcontractors.

Substantially all construction work is done by subcontractors with us acting as the general contractor. Accordingly, the timing and quality of construction depend on the availability and skill of our subcontractors. This reliance on subcontractors exposes us to a number of risks, including the possibility of defects in our homes due to improper practices or materials used by subcontractors, which may require us to comply with our warranty obligations and/or bring claims under an insurance policy. While we have been able to obtain sufficient skilled subcontractors in the past and believe that our relationships with subcontractors are generally good, we do not have long-term contractual commitments with any subcontractor. The inability to contract with skilled subcontractors at reasonable costs on a timely basis could have a material adverse effect on our business and results of operations.

Several other homebuilders have received inquiries from regulatory agencies concerning whether homebuilders using subcontractors are deemed to be employers of the employees of such subcontractors under certain circumstances. Although subcontractors are independent of the homebuilders that contract with them under normal management practices and the terms of trade contracts within the homebuilding industry, if regulatory agencies were to reclassify the employees of subcontractors as employees of homebuilders, homebuilders using subcontractors could be responsible for wage, hour and other employment-related liabilities of their contractors. Any such reclassification of employees of our subcontractors as our own employees would have a material adverse effect on our business and results of operations.

Power, water or other shortages or utility price increases could have an adverse impact on operations.

In prior years, certain of our markets have experienced power shortages, including periods without electrical power, as well as significant increases in utility costs. In addition, certain of our markets are currently experiencing droughts, which in some cases are severe. We may incur additional costs and may not be able to complete construction on a timely basis if such power, water or other shortages and utility rate increases continue. Furthermore, power, water or other shortages and rate increases may adversely affect the regional economies in which we operate, which may reduce demand for housing. Our operations may be adversely impacted if further rate increases and/or power, water or other shortages occur.

Raw material shortages could delay or increase the cost of home construction and reduce our sales and earnings.

The residential construction industry experiences serious raw material shortages from time to time, including shortages of insulation, drywall, cement, steel and lumber. These raw material shortages can be more severe during periods of strong demand for housing and during periods where the regions in which we operate experience natural disasters that have a significant impact on existing residential and commercial structures. Shortages could cause delays in and increase our costs of home construction, which in turn could harm our operating results.

From time to time, we have experienced volatile price swings in the cost of raw materials, including, the cost of lumber, cement, steel and drywall. If we are unable to increase our home prices to offset any increases in raw material prices (which we are typically unable to do for customers that have already entered into sales contracts), our gross margin would be reduced and we may not be able to realize a profit on homes sold.

Shortages relating to labor can harm our business by delaying project completion and increasing costs, thereby adversely affecting our sales and profitability.

The homebuilding industry has, from time to time, experienced significant difficulties with respect to work stoppages, resulting from labor disputes with and shortages of qualified trades people, such as carpenters, roofers, electricians and plumbers, as well as changes in laws relating to union organizing activity. These difficulties can, and often do, cause unexpected short-term increases in construction costs and cause construction delays. We are typically unable to pass on any unexpected increases in construction costs to those customers who have already entered into sales contracts, as those contracts generally fix the price of the home at the time the contract is signed, which is generally several months in advance of the delivery of the home. Furthermore, sustained increases in construction costs may, over time, erode our profit margins. In the future, pricing competition may restrict our ability to increase the prices of our homes in response to higher expected labor and construction costs or to pass on any additional costs, and we may not be able to achieve sufficient operating efficiencies to maintain our current profit margins.

Construction defect, soil subsidence and other building-related claims may be asserted against us, and we may be subject to liability for such claims.

As a homebuilder, we have been, and continue to be, subject to construction defect, product liability and home warranty claims, including moisture intrusion and related claims, arising in the ordinary course of business. These claims are common to the homebuilding industry and can be costly. Construction defects may occur on projects and developments and may arise a significant period of time after completion. Defects arising on a community development attributable to us may lead to significant contractual or other liabilities and can damage our reputation. Furthermore, once claims are asserted for construction defects, it can be difficult to determine the extent to which the assertion of these claims will expand in terms of the number of plaintiffs and the nature of the allegations.

California law provides that consumers can seek redress for patent (i.e., observable) defects in new homes within three or four years (depending on the type of claim asserted) from when the defect is discovered or should have been discovered. If the defect is latent (i.e., non-observable), consumers must still seek redress within three or four years (depending on the type of claim asserted) from the date when the defect is discovered or should have been discovered, but in no event later than ten years after the date of substantial completion of the work on the construction. Consumers purchasing homes in Arizona, Nevada, Texas and Utah are also be able to obtain redress under state laws for either patent or latent defects in their new homes for a period of six to ten years depending on the state.

With respect to certain general liability exposures, including construction defect claims, product liability claims and related claims, the assessment of claims and the related liability and reserve estimation process is highly judgmental due to the complex nature of these exposures, with each exposure exhibiting unique circumstances.

Although we have obtained insurance for construction defect claims subject to applicable self-insurance retentions, such policies may not be available or adequate to cover liability for damages, the cost of repairs, and/or the expense of litigation surrounding current claims, and future claims may arise out of events or circumstances not covered by insurance and not subject to effective indemnification agreements with our subcontractors.

Lack of insurance coverage for certain types of claims and increased insurance costs may affect our results of operations and increase our potential exposure to liability.

In recent years, lawsuits have been filed against homebuilders asserting claims of personal injury and property damage, including lawsuits related to reactive drywall, plumbing system deficiencies and the presence of mold in residential dwellings. Some of these lawsuits have resulted in substantial monetary judgments or settlements. Our insurance may not cover all of the potential claims, including personal injury claims, that may be asserted against us arising from such matters, and coverage for such claims may become prohibitively expensive. A material adverse effect on our business, financial condition and results of operations could result if we are subjected to such claims in the future and are unable to obtain adequate insurance coverage.

Insurance and surety companies are continuously re-examining their business risk. As a result, the cost of insurance for our operations has risen, deductibles and retentions have increased and the availability of insurance has diminished. In addition, insurance and surety companies have required additional collateral on surety bonds, reduced coverage amounts and restricted coverage or imposed exclusions with respect to certain types of risks, such as mold damage, sinkholes, reactive drywall, certain plumbing components, sabotage and terrorism. Significant increases in the cost of insurance coverage or significant limitations on coverage could have a material adverse effect on our business, financial condition and results of operations from such increased costs or from liability for significant uninsurable or underinsured claims.

Inflation could adversely affect our business, financial condition and results of operations, particularly in a period of oversupply of homes.

Inflation can adversely affect us by increasing costs of land, materials and labor. However, we may be unable to offset these increases with higher sales prices. In addition, inflation is often accompanied by higher interest rates, which have a negative impact on housing demand. In such an environment, we may be unable to raise home prices sufficiently to keep up with the rate of cost inflation, and, accordingly, our margins could decrease. Moreover, with inflation, our cost of capital increases and the purchasing power of our cash resources decline. Efforts by the government to stimulate the economy may not be successful, and have increased the risk of significant inflation and its resulting adverse effect on our business, financial condition and results of operations.

Our business is seasonal in nature and quarterly operating results can fluctuate.

We have historically experienced, and expect to continue to experience, seasonality in quarterly results. While new homes sales activity is highly dependent on the number of active selling communities and the timing of new community openings, many of our markets experience higher home sales activity in the spring and summer months. As a result, our revenues and cash flows from homebuilding operations (exclusive of the timing of land purchases) are generally higher in the second half of the calendar year as these homes are completed and closed. If, due to construction delays, severe weather, natural disasters or other causes, we cannot close our expected number of homes in the second half of the year, our financial condition and full year results of operations may be adversely affected. Because we experience seasonality in quarterly results, quarter-to-quarter comparisons of our results should not be relied upon as an indicator of future performance. The price of our Class A Common Stock may experience volatility as a result of any seasonal fluctuations in our operating results.

We may be unable to obtain suitable bonding for the development of our communities.

We provide bonds to governmental authorities and others to ensure the completion of our projects. If we are unable to provide required surety bonds for our projects, our business operations and revenues could be adversely affected. As a result of the deterioration in market conditions, surety providers have become increasingly reluctant to issue new bonds and some providers are requesting credit enhancements, including additional collateral, in order to maintain existing bonds or to issue new bonds. If we are unable to obtain required bonds in the future, or are required to provide credit enhancements with respect to our current or future bonds, our ability to complete projects and our liquidity could be negatively impacted.

Governmental laws and regulations and environmental matters could increase the cost or limit the availability of our development and homebuilding projects, which could adversely affect our business or financial results.

We are subject to extensive and complex laws and regulations that affect land development and home construction, including zoning, density restrictions, building design and building standards. These laws and regulations often provide broad discretion to the administering governmental authorities as to the conditions we must meet prior to development or construction being approved, if approved at all. The approval process can be lengthy and cause significant delays or result in a temporary or permanent halt to the development process. The approval process may involve public input and public hearings and may also be opposed by neighboring landowners, consumer or environmental groups, and approvals may be challenged in litigation. In addition, in many markets government authorities have implemented "no growth" or other growth control initiatives that impact the availability of land for development and home construction. Any new and changes to existing regulations or delays or temporary or permanent halts in the development process can substantially increase the costs of development or home construction, adversely affect our ability to timely build and sell homes, or cause us to abandon a project and sell the affected land at a loss.

We are subject to a variety of local, state and federal laws and regulations concerning the protection of health, safety and the environment, including those regulating the emission or discharge of materials into the environment, the handling, use, storage and disposal of hazardous substances, impacts to wetlands and other sensitive environments, and the remediation of contamination at properties that we have owned or currently own. Noncompliance with these laws and regulations could result in fines and penalties, obligations to remediate, permit revocations or other sanctions; and contamination or other environmental conditions at or in the vicinity of our developments may result in claims against us for personal injury, property damage or other losses. The impact of environmental laws and regulations varies depending upon the prior uses of the building site or adjoining properties and may be greater in areas, for example, where undeveloped land or desirable alternatives are less available. These laws and regulations may result in delays in the completion of a project, may cause us to incur substantial compliance, remediation, mitigation and other costs, and can prohibit or severely restrict development and homebuilding activity.

We anticipate that increasingly stringent requirements will be imposed on developers and homebuilders in the future. Although we cannot predict the effect of these requirements, they could result in time-consuming and expensive compliance programs and in substantial expenditures, which could cause delays and increase our cost of operations. In addition, our ability to obtain or renew permits or approvals and the continued effectiveness of permits already granted to us or approvals already obtained by us depends on many factors, some of which are beyond our control, such as changes in policies, rules, laws and regulations, and changes in their interpretation and application.

We are also subject to other local, state and federal laws and regulations in other aspects of our business, which are evolving both in scope and interpretation. Such laws and regulations, and any failure by us to comply with them, could increase our costs of compliance or otherwise adversely affect our business or financial results.

We may incur a variety of costs to engage in future growth or expansion of our operations or acquisitions or disposals of businesses, and the anticipated benefits may never be realized.

As a part of our business strategy, we may make acquisitions of, or significant investments in, businesses. We may also decide to divest certain businesses or operations. Any future acquisitions, investments and/or disposals would be accompanied by risks such as:

We cannot guarantee that we would be able to successfully integrate any company or business that we might acquire in the future, and our failure to do so could harm our current business. In addition, we may not realize the anticipated benefits of these transactions and there may be other unanticipated or unintended effects. While we would seek protection, for example, through warranties and indemnities in the case of acquisitions, significant liabilities may not be identified in due diligence or may be discovered after the expiration of warranty or indemnity periods. Additionally, while we would seek to limit our ongoing exposure, for example, through liability caps and period limits on warranties and indemnities in the case of disposals, some warranties and indemnities may give rise to unexpected and significant liabilities. Any claims arising in the future may adversely affect our business, financial condition and operating results.

We may in the future conduct certain of our operations through unconsolidated joint ventures with independent third parties in which we do not have a controlling interest. We could be adversely impacted by the failure of the joint venture or the other joint venture partners' failure to fulfill their obligations.

We may participate in land entitlement or development joint ventures ("JVs") in which we have less than a controlling interest. JVs are sometimes used in the homebuilding industry to acquire land, manage risk and leverage the capital base. Although we do not participate in any such JVs currently, we may elect to do so in the future. JVs are typically entered into with developers, other homebuilders and financial partners to acquire or entitle land or develop finished lots for sale and may result in a number of different business structures. Such JVs may involve risks, such as the possibility of the bankruptcy of a co-venturer, the possibility that we may not control the legal entity with title to the real estate, that a co-venturer may at any time have economic or business goals that are inconsistent with ours, that we may be constrained from engaging in certain activities as a result of non-compete clauses in a JV agreement or the possibility that we may not be able to resolve disputes with a JV partner. In addition, JV agreements often include buy/sell and similar provisions pursuant to which we could be forced to sell our equity interests in the JV to a co-venturer without realizing the expected benefits of the JV. Furthermore, a financing party for a JV may require a guarantee to be provided by us or our subsidiaries for the obligations of the JV or the other JV members or we may have obligations to make additional investments in the JV or contribute capital or lend funds to the JV. If joint venture partners fail to fulfill their obligations under the JV, it may have an adverse impact on our investment in the JV.

A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damage.

Building sites are inherently dangerous, and operating in the homebuilding industry poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the number of projects we work on, health and safety performance is critical to the success of all areas of our business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding negative impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to sell

homes, which, in turn, could have a material adverse effect on our business, financial condition and operating results.

We may incur additional healthcare costs arising from federal healthcare reform legislation and our compliance therewith.

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (the "Healthcare Reform Legislation") were signed into law in the United States. The Healthcare Reform Legislation increases the level of regulatory complexity for companies that offer health and welfare benefits to their employees. Due to the breadth and complexity of the Healthcare Reform Legislation and the staggered implementation, the uncertain timing of the regulations and limited interpretive guidance, it is difficult to predict the overall impact of the healthcare reform legislation on our business over the coming years. Possible adverse effects include increased healthcare costs, which could adversely affect our business, financial condition and results of operations.

Our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

Our business as a homebuilder depends on our reputation. Consequently, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values, delivering superior products to our customers and caring about our customers. Further, residents of communities we develop often rely on us to resolve issues or disputes that may arise in connection with the development of their communities. Our efforts to resolve these issues or disputes could be deemed unsatisfactory by the affected residents, which would have a negative impact on our reputation. If our reputation is negatively affected by the actions of our subcontractors, employees or otherwise, our business and, therefore, our operating results may be materially adversely affected.

An information systems interruption or breach in security could adversely affect us.

We rely on accounting, financial and operational management information systems to conduct our operations. Any disruption in these systems could adversely affect our ability to conduct our business. Furthermore, any security breach of information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation and a loss of confidence in our security measures, which could harm our business.

We may face potential successor liability for liabilities that arose prior to our reorganization.

We may be subject to certain liabilities that arose prior to our reorganization, including warranty claims that were subject to discharge in our bankruptcy proceedings. Potential claimants may allege that such liabilities may have arisen in a number of circumstances, including those where:

To date, we have been able to successfully defend ourselves against such alleged liabilities and enforce and preserve the injunctions imposed pursuant to our confirmed plan of reorganization. If, however, we are determined to be subject to such liabilities, it could materially adversely affect our business, financial condition and results of operations.

Future terrorist attacks against the United States or increased domestic or international instability could have an adverse effect on our operations.

Adverse developments in the war on terrorism, future terrorist attacks against the United States, or any outbreak or escalation of hostilities between the United States and any foreign power, may cause disruption to the economy, our business, our employees and our customers, which could adversely affect our revenues, operating expenses and financial condition.

We have substantial indebtedness and may incur additional debt in the future.

We are highly leveraged and we expect to have a significant amount of indebtedness in the foreseeable future. At December 31, 2013, we had $220.0 million of total debt outstanding. Subject to the limits contained in the agreements governing our indebtedness, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. On January 29, 2014, we entered into an unsecured revolving credit facility with borrowing availability of up to $30.0 million, subject to a borrowing base. The terms of this facility provide that it may be increased up to an aggregate borrowing capacity of $100.0 million, subject to obtaining additional commitments for such borrowings and the satisfaction of borrowing base qualifications. In connection with this offering, we expect to amend our unsecured revolving credit facility to increase the borrowing capacity thereunder to $ million, subject to the satisfaction of certain conditions, including obtaining additional commitments from lenders and borrowing base qualifications. If we incur additional debt, the risks related to our high level of debt could intensify. Our high level of indebtedness could have detrimental consequences, including the following:

We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, support operations and meet other obligations.

If our cash flows and capital resources are insufficient to fund our debt service and other obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Our debt instruments restrict our ability to dispose of assets and use the proceeds from those dispositions and also restrict our ability to raise additional debt. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our debt obligations.

If we cannot make scheduled payments on our debt, we will be in default and the lenders or holders of our indebtedness could declare all outstanding principal and interest to be due and payable, the lenders under our unsecured revolving credit facility could terminate their commitments to loan money, secured lenders could foreclose against the assets securing their claims and we could be forced into bankruptcy or liquidation. All of these events could result in the loss of your investment in our Class A Common Stock.

The agreements governing our debt restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The agreements governing our debt impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on the Company and its restricted subsidiaries' ability to:

In addition, the restrictive covenants in our unsecured revolving credit facility require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to comply with those financial ratios, tests and covenants may be affected by events beyond our control, and we may be unable to comply with them. A breach of the covenants or restrictions under an agreement governing our indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default under our unsecured revolving credit facility would permit the lenders under our unsecured revolving credit facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under our secured indebtedness, the lenders of such indebtedness could proceed against the collateral granted to them to secure that indebtedness. In the event lenders or holders of our indebtedness accelerate the repayment of our indebtedness, we may not have sufficient assets to repay that indebtedness.

As a result of the restrictions contained in the agreements governing our indebtedness, we may be:

These restrictions may affect our ability to generate sufficient cash flow to make required payments on our debt. In addition, our financial results, our substantial indebtedness and our credit ratings could adversely affect the availability and terms of our financing.

Woodside Inc.'s only asset after the completion of this offering will be its interest in Woodside LLC, and accordingly it will be dependent upon distributions from Woodside LLC to make payments under the tax receivable agreement, pay dividends, if any, taxes and other expenses.

Following the completion of the Offering and Reorganization Transactions, Woodside Inc. will be a holding company and will have no assets other than its ownership of LLC Units. Woodside Inc. will have no independent means of generating revenue. Woodside Inc. intends to cause Woodside LLC to make distributions to its members in an amount sufficient to cover all applicable taxes at assumed tax rates, payments under the tax receivable agreement and dividends, if any, declared by it. To the extent that Woodside Inc. needs funds, and Woodside LLC is restricted from making such distributions pursuant to the terms of the agreements governing its debt or under applicable law or regulation, or is otherwise unable to provide such funds, it could materially and adversely affect Woodside Inc.'s liquidity and financial condition. The earnings from, or other available assets of, Woodside LLC may not be sufficient to pay dividends or make distributions or loans to Woodside Inc. to enable it to make payments under the tax receivable agreement or pay any dividends, if any, on the Class A Common Stock, taxes and other expenses.

Payments of dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. Our unsecured revolving credit facility and the indenture governing our 6.750% Senior Notes due 2021 include, and any financing arrangement that we enter into in the future may include, restrictive covenants that limit our ability to pay dividends and make distributions. In addition, Woodside LLC is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Woodside LLC (with certain exceptions) exceed the fair value of its assets. Subsidiaries of

Woodside LLC are generally subject to similar legal limitations on their ability to make distributions to Woodside LLC.

Our Principal Equityholders have substantial influence over our business, and their interests may differ from our interests or those of our other stockholders.

Following this offering, funds managed by Oaktree and Stonehill will continue to hold approximately % of the combined voting power of Woodside Inc. In addition, pursuant to a stockholders agreement that we expect to enter into with our Principal Equityholders prior to the consummation of this offering, for so long as a Principal Equityholder holds at least 60% of the shares of our Class A Common Stock held by such Principal Equityholder at the consummation of this offering after giving effect to the purchase of LLC Units with the proceeds therefrom (determined assuming each LLC Unit held by such holder was exchanged for Class A Common Stock on a one-for-one basis, which we refer to in this prospectus as an "as-exchanged basis"), such Principal Equityholder will be entitled to nominate two members of our Board of Directors and one member of each committee of our Board of Directors (subject to applicable independence requirements). When a Principal Equityholder owns less than 60%, but at least 20%, of the shares of our Class A Common Stock held by such Principal Equityholder at the consummation of this offering after giving effect to the purchase of LLC Units with the proceeds therefrom (determined on an as-exchanged basis), such Principal Equityholder will be entitled to nominate one member of our Board of Directors and one member of each committee of our Board of Directors (subject to applicable independence requirements). See "Certain Relationships and Related Party Transactions—Stockholders Agreement" and "Management and Directors—Voting Arrangement." Due to their ownership and the terms of the stockholders agreement, our Principal Equityholders have the power to exercise significant influence over us and our subsidiaries, including the power to:

The interests of our Principal Equityholders may differ from our interests or those of our other stockholders and the concentration of control in our Principal Equityholders will limit other stockholders' ability to influence corporate matters. The concentration of ownership and voting power of our Principal Equityholders may also delay, defer or even prevent an acquisition by a third party or other change of control of our company and may make some transactions more difficult or impossible without the support of our Principal Equityholders, even if such events are in the best interests of our other stockholders. In addition, as a result of the concentration of voting power among the Principal Equityholders, we may take actions that our other stockholders do not view as beneficial, which may adversely affect our results of operations and financial condition and cause the value of your investment in our Class A Common Stock to decline.

In addition, because the Principal Equityholders hold their ownership interest in our business directly and/or indirectly through Woodside LLC, rather than through Woodside Inc., the public company, these existing owners may have conflicting interests with holders of shares of our Class A Common Stock. For example, if Woodside LLC makes distributions to Woodside Inc., our existing owners will also be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units and their preferences as to the timing and amount of any such distributions may differ from those of our public shareholders. Our existing owners may also have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the tax receivable agreement that we will enter into in connection

with this offering, whether and when to incur new, or refinance existing, indebtedness, and whether and when Woodside Inc. should terminate the tax receivable agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration these existing owners' tax or other considerations even where no similar benefit would accrue to us. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

We are an "emerging growth company" and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our Class A common stock may be less attractive to investors.

We are an "emerging growth company," as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected, and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, which may make it more difficult for investors and securities analysts to evaluate our company. In addition, we have elected under the JOBS Act to provide only two years of audited financial statements. As a result, our financial statements may not be comparable to companies that provide three years of audited financial statements. We may take advantage of these and other reporting and governance exemptions until we are no longer an emerging growth company, which in certain circumstances could be until as late as December 31, 2019. If some investors find our Class A Common Stock less attractive because we rely on these and other exemptions, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile.

We will be required to pay our existing owners for certain tax benefits we may claim arising in connection with this offering and related transactions, and the amounts we may pay could be substantial.

We will enter into a tax receivable agreement with our existing owners that is expected to provide for the payment by Woodside Inc. to our existing owners of 85% of the amount of benefits, if any, that Woodside Inc. realizes (or is deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the tax receivable agreement, as discussed below) as a result of (i) the increases in tax basis resulting from our purchases or exchanges of LLC Units and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. See "The Reorganization of Our Corporate Structure" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Any increases in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, cannot reliably be predicted at this time. The amount of any such increases and payments will vary depending upon a number of factors, including, but not limited to, the timing of exchanges, the price of our Class A Common Stock at the time of the exchanges, the amount, character and timing of our income and the tax rates then applicable.

The payments that we may make under the tax receivable agreement could be substantial. Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2013 and that Woodside Inc. earns sufficient taxable income to realize all the tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement relating to the purchase by Woodside Inc. of LLC Units as part of this offering to aggregate $ million (or $ million if the underwriters exercise their over-allotment option in full) and to range over the next 15 years from approximately $ million to $ million per year (or approximately $ million to $ million per year if the underwriters exercise their over-allotment option in

full) and decline thereafter. The foregoing numbers are merely estimates that are based on current assumptions. The amount of actual payments could differ materially.

Future payments to our existing owners in respect of subsequent exchanges would be in addition to these amounts and are expected to be substantial as well. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding tax receivable agreement payments. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the tax receivable agreement exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement and/or distributions to Woodside Inc. by Woodside LLC are not sufficient to permit Woodside Inc. to make payments under the tax receivable agreement after it has paid taxes.

In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the tax receivable agreement.

The tax receivable agreement is expected to provide that in the event that we exercise our right to early termination of the tax receivable agreement, there is a change in control or a material breach by us of our obligations under the tax receivable agreement, the tax receivable agreement will terminate, and we will be required to make a payment equal to the present value of future payments under the tax receivable agreement, which payment would be based on certain assumptions, including those relating to our future taxable income. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity, and there can be no assurance that we will be able to finance our obligations under the tax receivable agreement. In addition, these obligations could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control, in particular in circumstances where our Principal Equityholders have interests that differ from those of other shareholders. Because our Principal Equityholders will retain a significant ownership interest following the offering, we expect that our Principal Equityholders will have effective control over the outcome of votes on all matters requiring approval by our stockholders and accordingly actions that affect such obligations under the tax receivable agreement may be taken even if other stockholders oppose them.

Payments under the tax receivable agreement will be based on the tax reporting positions that we determine. Although we are not aware of any material issue that would cause the Internal Revenue Service (the "IRS") to challenge a tax basis increase, we will not be reimbursed for any payments previously made under the tax receivable agreement. No assurance can be given that the IRS will agree with the allocation of value among our assets. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the benefit that we actually realize in respect of the increases in tax basis resulting from our purchases or exchanges of LLC Units and certain other tax benefits related to our entering into the tax receivable agreement.

We may not be able to realize all or a portion of the tax benefits that are expected to result from the purchase of LLC Units with the net proceeds of this offering and future exchanges of LLC Units and payments made under the tax receivable agreement itself.

Our ability to benefit from any depreciation or amortization deductions or to realize other tax benefits that we currently expect to be available as a result of the increases in tax basis created by the purchase of LLC Units from certain of our existing owners with the net proceeds of this offering and future exchanges of LLC Units, and our ability to realize certain other tax benefits attributable to payments under the tax receivable agreement itself, depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. If our actual taxable income were insufficient and/or there were adverse changes in applicable law or regulations, we may be unable to realize all or a portion of these expected benefits and our cash flows and stockholders' equity could be negatively affected. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

The entire net proceeds from this offering will be used to purchase LLC Units in Woodside LLC.

We intend to use the entire net proceeds from this offering to purchase LLC Units in Woodside LLC, as described under "The Reorganization of Our Corporate Structure" and "Use of Proceeds." Accordingly, Woodside Inc. will not retain any of these net proceeds.

We have broad discretion to use a portion of the net proceeds from this offering and our investment of those proceeds may not yield a favorable return.

Woodside Inc. intends to use a portion of the net proceeds from this offering to acquire newly-issued LLC Units from Woodside LLC. Woodside LLC intends to use such proceeds for growth capital, including the acquisition of land, and general corporate purposes. However, our management will have broad discretion to spend these proceeds in ways with which you may not agree. The failure of our management to apply these funds effectively could result in unfavorable returns. This could harm our business and could cause the price of our Class A Common Stock to decline.

There is no existing market for our Class A Common Stock. As a result, the share price for our Class A Common Stock may fluctuate significantly.

Prior to this offering, there has been no public market for our Class A Common Stock. We cannot provide assurance that an active trading market will develop upon completion of this offering or, if it does develop, that it will be sustained, which may make it difficult for your to sell your shares of Class A common Stock at an attractive price or at all. The initial public offering price of our Class A Common Stock will be determined by negotiation among us and the representatives of the underwriters and may not be representative of the price that will prevail in the open market after the completion of this offering. See "Underwriting" for a discussion of the factors that were considered in determining the initial public offering price.

The market price of our Class A Common Stock after this offering may be significantly affected by factors such as quarterly variations in our results of operations, changes in government regulations, general market conditions specific to the homebuilding industry, changes in interest rates, changes in general economic and political conditions, volatility in the financial markets, threatened or actual litigation or government investigations, the addition or departure of key personnel, actions taken by our shareholders, including the sale or other disposition of their shares of our Class A Common Stock, differences between our actual financial and operating results and those expected by investors and analysts and changes in analysts' recommendations or projections.

These and other factors may lower the market price of our Class A Common Stock, even though they may or may not affect our actual operating performance. As a result, our Class A Common Stock may trade at prices significantly below the public offering price or net tangible book value.

Furthermore, in recent years the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our Class A Common Stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the price of our Class A Common Stock and materially affect the value of your investment.

The offering price per share of our Class A Common Stock offered by this prospectus may not accurately reflect the value of your investment.

Prior to this offering there has been no market for our common stock. The offering price per share of our Class A Common Stock offered by this prospectus was negotiated among us and the representatives of the underwriters. Among the factors considered in determining the offering price were the information presented in this prospectus; the history of, the economic conditions in and prospects for, the industry in which we compete; our markets; the ability of our management; the prospects for our future earnings; our results of operations and our current financial condition; the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies; and the general condition of the securities markets at the time of this offering. The offering price may not accurately reflect the value of our common stock and may not be realized upon any subsequent disposition of the shares.

If you purchase shares of our Class A Common Stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A Common Stock is substantially higher than the pro forma net tangible book value per share of our Class A Common Stock. Therefore, if you purchase shares of our Class A Common Stock in this offering, your interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our Class A Common Stock and the pro forma net tangible book value per share of our Class A Common Stock after this offering. See "Dilution."

You will incur additional dilution if we raise additional capital through the issuance of new equity securities at a price lower than the initial public offering price of our Class A Common Stock or issue shares in connection with our equity incentive plan.

If we raise additional capital through the issuance of new equity securities at a lower price than the initial public offering price, you will be subject to additional dilution. If we are unable to access the public markets in the future, or if our performance or prospects decrease, we may need to consummate a private placement or public offering of our Class A Common Stock at a lower price than the initial public offering price. In addition, any new securities may have rights, preferences or privileges senior to our Class A Common Stock. Additionally, we have reserved shares of our Class A Common Stock for issuance under our 2014 Equity Incentive Plan, including shares of our Class A Common Stock issuable upon the exercise of stock options that we intend to grant to our officers and employees and shares of restricted Class A Common Stock that we intend to grant to certain of our directors at the time of this offering. See "Executive Compensation—2014 Equity Incentive Plan."

The market price of our Class A Common Stock could decline due to the large number of shares of Class A Common Stock eligible for future sale upon the exchange of LLC Units by holders of our Class B Common Stock.

After completion of this offering, approximately LLC Units of Woodside LLC will be owned by holders of our Class B Common Stock. Under the exchange agreement, each holder of shares our Class B Common Stock will be entitled to exchange its LLC Units for shares our Class A Common Stock, as described under "The Reorganization of Our Corporate Structure" and "Certain Relationships and Related Party Transactions—Exchange Agreement." We will enter into a registration rights agreement with certain LLC Unit holders pursuant to which we will grant registration rights with respect to the shares of Class A Common Stock delivered in exchange for their LLC Units. See "The Reorganization of Our Corporate Structure" and "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

The market price of our Class A Common Stock could decline as a result of sales of a large number of shares of our Class A Common Stock eligible for future sale, including upon the exchange of LLC Units, or the perception that such sales could occur. These sales, or the possibility that these sales may occur, may make it more difficult for holders of our Class A Common Stock to sell such stock in the future at a time and at a price that they deem appropriate. In addition, they may make it more difficult for us to raise additional capital by selling equity securities in the future. See "Shares Eligible for Future Sale."

The requirements of being a public company may strain our financial and other resources, divert management's attention and affect our ability to attract and retain qualified board members.

As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements under the Exchange Act. We will also incur costs associated with the Sarbanes-Oxley Act, the Dodd-Frank Act and related rules implemented or to be implemented by the Securities and Exchange Commission ("SEC") and the NYSE. The laws, rules and regulations applicable to public companies have become increasingly complex, and, as a result, expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. Compliance with any of these requirements may place a strain on our financial and other resources, in particular in the initial period following the completion of this offering as we continue to implement systems, protocols and procedures designed to help us comply with existing requirements and standards that we will become subject to over time and when we cease to be an emerging growth company, such as the standards regarding internal control over financial reporting mandated by Section 404 of the Sarbanes-Oxley Act.

We expect the laws, rules and regulations applicable to public companies to increase our legal and financial compliance costs, divert management's attention to ensuring compliance and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. We have hired a number of people to assist with the enhanced requirements of being a public company but still need to hire more people for that purpose, and there can be no assurance that we will be able to identify and hire qualified personnel in a timely manner. In addition, these laws, rules and regulations could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, these laws, rules and regulations could make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A Common Stock, fines, sanctions and other regulatory action, which could have a material adverse impact on the market price of our Class A Common Stock.

As an emerging growth company, we intend to take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of our obligations to comply with these requirements once we no longer qualify as an emerging growth company under the JOBS Act, and any such costs may be material.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act and we have identified a material weakness in our internal controls over financial reporting.

As a privately held company, we have not been required to maintain internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404 of the Sarbanes-Oxley Act. We anticipate being required to meet these standards in the course of preparing our consolidated financial statements as of and for the year ended December 31, 2015, and our management will be required to report on the effectiveness of our internal control over financial reporting for such year. Additionally, once we are no longer an emerging growth company, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting on an annual basis. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting, but we are not currently in compliance with, and we cannot be certain when we will be able to implement the requirements of Section 404 of the Sarbanes-Oxley Act. In connection with the audit of our financial statements for the year ended December 31, 2013, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. A material weakness is defined under the standards issued by the Public Company Accounting Oversight Board as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected and corrected on a timely basis. Specifically, our independent registered public accounting firm identified a control deficiency related to our performance of a quarterly retrospective review of significant estimates. This deficiency resulted in errors in our quarterly estimated accrual for unrecorded liabilities that were undetected when we prepared our financial statements for the first three quarters of 2013. Therefore, accounts payable and a corresponding entry for inventory reflected on the balance sheet as of the end of each such quarter were lower than the amounts that would have been reported if the accruals had been properly recorded resulting in adjustments to our quarterly financial statements for the first three quarters of 2013. The audit of our annual financial statements as of December 31, 2013 and 2012 did not reveal any errors with respect to our accrual of unrecorded liabilities as of such dates.

Although we are taking steps to ensure that such amounts will be properly recorded in future periods and intend to take steps to ensure that our internal controls are effective, we cannot assure you when such remediation will be complete or that we will not identify weaknesses or deficiencies in our internal controls in the future that could result in errors in our financial statements and require us to restate our financial statements or cause us to fail to meet our reporting obligations. Any failure to remediate material weaknesses or maintain or implement required new or improved controls, or difficulties encountered in their implementation, could result in additional material weaknesses or deficiencies, harm our operating results, or cause us to fail to meet our reporting obligations. Any such weaknesses or deficiencies in our internal controls could require management to devote significant time and incur significant expense for remediation and could cause our stockholders to lose confidence in our reported financial information, which could materially and adversely affect us and have a negative effect on the trading price of our Class A Common Stock.

In addition, we may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our internal control over financial reporting. Further, once we are no longer an emerging growth company, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation in connection with the attestation

provided by our independent registered public accounting firm. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the trading price of our Class A Common Stock could decline.

In connection with our future evaluation of our internal controls over financial reporting, we may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations and the trading price of our Class A Common Stock.

We do not intend to pay dividends on our common stock in the foreseeable future.

We do not plan to pay any cash dividends on our common stock in the foreseeable future. Any determination to pay dividends to the holders of our common stock will be at the discretion of our Board of Directors and depend on our financial condition, results of operations and such other factors as our Board of Directors deems relevant at the time. Further, the payment of cash dividends is restricted under the terms of the indenture governing our 6.750% Senior Notes due 2021 and our unsecured revolving credit facility and may be further restricted under future debt agreements. Therefore, you are not likely to receive any dividends on your Class A Common Stock for the foreseeable future. Accordingly, you may need to sell your shares of Class A Common Stock to realize a return on your investment, and you may not be able to sell your shares above the price you paid for them.

Anti-takeover provisions in our charter documents and provisions of Delaware law may delay or prevent our acquisition by a third party, which might diminish the value of our Class A Common Stock. Provisions in our debt agreements may also require an acquirer to refinance our outstanding indebtedness if a change of control occurs, which could discourage or increase the costs of a takeover.

In addition to our Principal Equityholders owning approximately % of the combined voting power of our common stock following the consummation of this offering and the provisions of our stockholders agreement that will entitle each of our Principal Equityholders to nominate members of our Board of Directors so long as such Principal Equityholder holds at least 20% of the shares of our Class A Common Stock held by such Principal Equityholder at the consummation of this offering after giving effect to the purchase of LLC Units with the proceeds therefrom (determined on an as-exchanged basis), our amended and restated certificate of incorporation and bylaws are expected to contain provisions which could make it harder for a third party to acquire us. These provisions include certain super-majority approval requirements and limitations on actions by our stockholders. In addition, our Board of Directors will have the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer. Our amended and restated certificate of incorporation will also impose some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock other than the Principal Equityholders and certain of their transferees. See "Description of Capital Stock."

These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, including transactions that our stockholders may deem advantageous, and negatively affect the trading price of our Class A Common Stock. These provisions could also discourage proxy contests and make it more difficult for you and

other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Under our unsecured revolving credit facility, a takeover of our company would likely constitute a "change of control" and be deemed to be an event of default under such facility, which would therefore require a third-party acquirer to refinance any outstanding indebtedness under the unsecured revolving credit facility in connection with such takeover. Under the indenture governing our 6.750% Senior Notes due 2021, any "change of control" would require us or a third-party acquirer to make an offer to noteholders to repurchase such notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest. In addition, we expect that the tax receivable agreement will provide that, in the event of a change of control, we will be required to make a payment equal to the present value of estimated future payments under the tax receivable agreement, which would result in a significant payment becoming due in the event of a change of control. These change of control provisions, and similar provisions in future agreements, are likely to increase the costs of any takeover and may discourage, delay or prevent an acquisition of our company by a third party.

Future offerings of debt securities or additional or increased loans, which would rank senior to our common stock upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources through offerings of debt securities, entering into or increasing amounts under our loan agreements or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities, including holders of our 6.750% Senior Notes due 2021, and shares of preferred stock and lenders with respect to our indebtedness, including our unsecured revolving credit facility, will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Our preferred stock, if issued, will likely have a preference on liquidating distributions or a preference on dividend payments or both that could limit our ability to make a dividend distribution to the holders of our common stock. Our decision to issue securities in any future offering or enter into or increase loan amounts will depend on our management's views on our capital structure and financial results, as well as market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of any such future transaction, and purchasers of our common stock in this offering bear the risk of our future transactions reducing the market price of our common stock and diluting their ownership interest in our company.

If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry and markets or downgrade our Class A Common Stock, the price of our Class A Common Stock could decline.

The trading market for our Class A Common Stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry and markets. One or more analysts could downgrade our Class A Common Stock or issue other negative commentary about our company or our industry or markets. In addition, we may be unable or slow to attract sufficient research coverage. Alternatively, if one or more of these analysts cease coverage of our company, we could lose visibility in the market. As a result of one or more of these factors, the trading price and volume of our Class A Common Stock could decline.

This prospectus includes forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "projects," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, the industry in which we operate and potential acquisitions. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us or, in the case of forward-looking statements included under "Market Overview," JBREC on the date of this prospectus.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause our results to vary from expectations include, but are not limited to:

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. We urge you to read this entire prospectus carefully, including the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Market Overview" and "Description of Our Business," for a more complete discussion of the factors that could affect our future performance and the industry in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking events described in this prospectus may not occur.

Investors are urged not to place undue reliance on forward-looking statements. In addition, the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to projections over time unless required by federal securities laws. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this prospectus.

The following chart summarizes our organizational structure following the consummation of the Offering and Reorganization Transactions. This chart is provided for illustrative purposes only.

Immediately prior to this offering, Woodside LLC's limited liability company agreement will be amended and restated to, among other things, modify its capital structure by replacing the different classes of interests currently held by the existing owners with a single new class of LLC Units. See "Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of Woodside Homes Company, LLC." Following the consummation of the Offering and Reorganization Transactions, Woodside Inc. will be a holding company and its sole material asset will be a controlling equity interest in Woodside LLC. As the sole managing member of Woodside LLC, Woodside Inc. will operate and control all of the business and affairs of Woodside LLC and its subsidiaries. Accordingly, although Woodside Inc. will own a minority economic interest in Woodside LLC following the consummation of the offering, Woodside Inc. will have 100% of the voting power and will control management of Woodside LLC, subject to certain exceptions. The financial results of Woodside LLC and its consolidated subsidiaries will be consolidated in our financial statements.

Woodside Inc. was incorporated as a Delaware corporation on February 24, 2014 and has not engaged in any business or other activities except in connection with its formation. Immediately prior to the completion of this offering, Woodside Inc. intends to amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A Common Stock and Class B Common Stock, each having the terms described under "Description of Capital Stock." Woodside Inc.'s Class A Common Stock will be issued to investors in this offering and Woodside Inc. will apply the net proceeds from the issuance of such shares of Class A Common Stock to purchase newly-issued LLC Units from Woodside LLC and from certain of our existing owners, at a price per LLC Unit equal to the price paid by the underwriters for shares of our Class A Common Stock in the offering. Accordingly, Woodside Inc. will purchase from Woodside LLC newly-issued LLC Units for an aggregate of $ million (or LLC Units for an aggregate of $ million if the underwriters exercise their over-allotment option in full) and purchase from certain of our existing owners LLC Units for an aggregate of $ million (or LLC Units for an aggregate of $ million if the underwriters exercise their over-allotment option in full). While we do not have any current agreements with our existing owners to buy their LLC Units with the proceeds of this offering, certain of our existing owners have advised us that that they are interested in selling to Woodside Inc. a portion of the LLC Units held by such holders in connection with this offering.

In connection with this offering, we will enter into an exchange agreement with the existing owners of Woodside LLC. Under the exchange agreement, it is expected that the existing owners of Woodside LLC (and certain permitted transferees thereof) may elect or, under certain circumstances, will be obligated, subject to certain requirements, to exchange their LLC Units at any time (in certain

minimum increments in the case of elective exchanges) for shares of Class A Common Stock on a one-for-one basis, subject to customary exchange rate adjustments for stock splits, stock dividends, reclassifications and certain other similar transactions or, at our election, for cash. As a holder exchanges its LLC Units, Woodside Inc.'s interest in Woodside LLC will be automatically and correspondingly increased. See "Certain Relationships and Related Party Transactions—Exchange Agreement."

The purchase of LLC Units with the net proceeds of this offering and subsequent exchanges of LLC Units are expected to result in increases in the tax basis of the assets of Woodside LLC that otherwise would not be available. These increases in tax basis may reduce the amount of tax that Woodside Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the Offering and Reorganization Transactions, we will enter into a tax receivable agreement with our existing owners that is expected to provide for the payment by Woodside Inc. to our existing owners of 85% of the amount of the benefits, if any, that Woodside Inc. realizes or is deemed to realize as a result of (i) these increases in tax basis and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. These payment obligations are obligations of Woodside Inc. and not of Woodside LLC. Woodside Inc. and its stockholders will retain the remaining 15% of the tax benefits that Woodside Inc. is deemed to realize. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

All existing owners of Woodside LLC other than Woodside Inc. also will hold shares of Class B Common Stock. Although these shares will have no economic rights, they will allow those owners of Woodside LLC to exercise voting power at Woodside Inc., the managing member of Woodside LLC, at a level that is consistent with their overall equity ownership of our business. Under our amended and restated certificate of incorporation, each holder of Class B Common Stock will be entitled, without regard to the number of shares of Class B Common Stock held by that holder, to one vote for each LLC Unit held by such holder. Accordingly, as existing owners of Woodside LLC exchange LLC Units for shares of Class A Common Stock or, at our election, for cash pursuant to the exchange agreement, the voting power afforded to them by their shares of Class B Common Stock will be automatically and correspondingly reduced. After completion of this offering, the existing owners of Woodside LLC will beneficially own shares of Class B Common Stock that represent % of the voting power represented by our outstanding common stock and will have effective control over the outcome of votes on all matters requiring approval by our stockholders.

Pursuant to the registration rights agreement that we will enter into with certain existing owners of Woodside LLC, upon request we will use commercially reasonable efforts to file a registration statement in order to register the resales of the shares of our Class A Common Stock that are issuable from time to time upon exchange of LLC Units for shares of our Class A Common Stock. In addition, such members will be entitled to request to participate in, or "piggyback" on, certain registrations of any of our securities offered for sale by us at any time after the completion of this offering. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

Pursuant to the amended and restated limited liability company agreement of Woodside LLC that will be entered into in connection with this offering, it is expected that Woodside Inc., as sole managing member, will have the right to determine when distributions will be made to the members of Woodside LLC and the amount of any such distributions, other than with respect to tax distributions as described below. If Woodside LLC authorizes a distribution, such distribution will be made to the members of Woodside LLC, including Woodside Inc., pro rata in accordance with the percentages of their respective LLC Units.

The holders of LLC Units, including the Company, will incur U.S. federal, state and local income taxes on their allocable share of any taxable income of Woodside LLC. Subject to certain limitations, the amended and restated limited liability company agreement will provide for quarterly cash distributions to the holders of LLC Units. Generally, these tax distributions will be computed based on the taxable income of Woodside LLC multiplied by an assumed tax rate, as provided in the amended and restated limited liability company agreement. See "Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of Woodside Homes Company, LLC."

We estimate that the net proceeds from the sale of our Class A Common Stock in this offering, after deducting underwriting discounts and commissions and offering expenses payable by us, will be approximately $ million ($ million if the underwriters exercise their over-allotment option in full) based on an assumed initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus).

Woodside Inc. intends to use $ million of the net proceeds of this offering (or $ million if the underwriters exercise their over-allotment option in full) to acquire newly-issued LLC Units in Woodside LLC. Woodside LLC intends to use such proceeds for growth capital, including the acquisition and development of land, and general corporate purposes.

Woodside Inc. intends to use $ million of the net proceeds from this offering (or $ million if the underwriters exercise their over-allotment option in full), to purchase LLC Units from certain of our existing owners (at a per LLC Unit price equal to the price paid by the underwriters for shares of our Class A Common Stock in this offering). Accordingly, we will not retain any of these proceeds.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of 1,000,000 shares in the number of shares offered by us would increase the net proceeds to us from this offering by approximately $ million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Conversely, a decrease of 1,000,000 shares in the number of shares offered by us would decrease the net proceeds to us from this offering by approximately $ million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

We currently anticipate that we will retain all available funds for use in the operation of our business, and we do not intend to pay any cash dividends on our common stock in the near future

The declaration, amount and payment of any future dividends on shares of Class A Common Stock will be at the sole discretion of our Board of Directors and we may reduce or discontinue entirely the payment of such dividends at any time. Our Board of Directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal and tax restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board of Directors may deem relevant.

Woodside Inc. will be a holding company with no material assets other than its ownership of LLC Units in Woodside LLC. We intend to cause Woodside LLC to make distributions to us in an amount sufficient to cover cash dividends, if any, declared by us. If Woodside LLC makes such distributions to Woodside Inc., the other holders of LLC Units will also be entitled to receive distributions pro rata in accordance with the percentages of their respective limited liability company interests.

Our existing debt agreements, including those governing our unsecured revolving credit facility and the 6.750% Senior Notes due 2021, contain restrictive covenants that limit our ability to pay dividends, and any financing arrangements that we enter into in the future may contain similar restrictions. In addition, Woodside LLC is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Woodside LLC (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Woodside LLC are generally subject to similar legal limitations on their ability to make distributions to Woodside LLC.

The following table sets forth the cash and cash equivalents and capitalization as of December 31, 2013 for:

The information in this table should be read in conjunction with "The Reorganization of Our Corporate Structure," "Use of Proceeds," "Unaudited Pro Forma Consolidated Financial Information," "Selected Historical Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included elsewhere in this prospectus.

	As of December 31, 2013 (unaudited)

($ in thousands)	Woodside LLC Actual		Woodside Inc. Pro Forma(1)
Cash and cash equivalents(2)	$	88,136	$




Debt:
6.750% Senior Notes due 2021		220,000


Total debt(3)	$	220,000	$


Equity:
Class A Common Stock, $0.01 par value per share, shares authorized and shares issued and outstanding on a pro forma basis		—
Class B Common Stock, $0.01 par value per share, shares authorized and shares issued and outstanding on a pro forma basis		—
Additional paid-in capital		—
Total members' equity / total stockholders' equity attributable to us	$	201,134	$


Non-controlling interest		—


Total members' equity / stockholders' equity	$	201,134	$


Total capitalization	$	421,134	$

We derived the unaudited pro forma consolidated financial information set forth below through the application of pro forma adjustments to the audited consolidated financial statements of Woodside LLC included elsewhere in this prospectus. The unaudited pro forma consolidated financial information of Woodside Inc. gives pro forma effect to the Offering and Reorganization Transactions, as described under "The Reorganization of Our Corporate Structure" and "Use of Proceeds" as if such transactions occurred on January 1, 2013 in the case of the consolidated statement of operations and on December 31, 2013 in the case of the consolidated balance sheet and are based on available information and certain assumptions we believe are reasonable, but are subject to change. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma consolidated statements of operations and unaudited pro forma consolidated balance sheet.

The unaudited pro forma consolidated financial information should be read in conjunction with the sections of this prospectus captioned "The Reorganization of Our Corporate Structure," "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Executive Compensation" and the historical consolidated financial statements of Woodside LLC and related notes included elsewhere in this prospectus.

The unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of Woodside Inc. that would have occurred had we operated as a public company during the periods presented. The unaudited pro forma consolidated financial information does not purport to be indicative of our results of operations or financial position had the Offering and Reorganization Transactions occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date.

We have not made a pro forma adjustment for accounting, human resources, information technology and similar costs. As a public company, we expect our general and administrative expenses

to increase in an amount that we cannot determine at this time due to greater expenses related to corporate governance, SEC reporting and other compliance matters.

The unaudited pro forma consolidated financial information assumes no exercise by the underwriters of the option to purchase up to an additional shares of Class A Common Stock from us and that the shares of Class A Common Stock to be sold in this offering are sold at $ per share of Class A Common Stock, which is the midpoint of the price range indicated on the front cover of this prospectus.

Woodside Homes Company, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
(in thousands)

	As of December 31, 2013

	Woodside LLC(a)		Pro Forma Adjustments		Woodside Inc. Pro Forma
Assets
Cash and cash equivalents	$	88,136		(b)	$
Restricted cash		334
Accounts receivable		471
Prepaid expenses, deposits, and other receivables		42,181		(d)
Deferred tax assets		232		(c)
Inventory		343,513
Property and equipment, net		4,127


Total assets	$	478,994			$




Liabilities and Equity
Accounts payable	$	24,449			$
Accrued expenses		32,073		(e)
Customer deposits		1,338
Notes payable		220,000


Payable to related parties pursuant to tax receivable agreement		—		(c)


Total liabilities		277,860


Equity:
Members' equity 30,000,000 units authorized, 18,453,357 units issued and outstanding as of December 31, 2013		156,211		(f)
Class A Common Stock, par value $0.01 per share, shares authorized; shares issued and outstanding on a pro forma basis				(f)
Class B Common Stock, par value $0.01 per share, shares authorized; shares issued and outstanding on a pro forma basis				(f)
Additional paid-in capital				(g)
Retained earnings		44,923		(i)


Total equity attributable to Woodside Inc.		201,134
Non-controlling interest		—		(h)


Total equity/stockholders' equity		201,134


Total liabilities and equity/stockholders' equity	$	478,994			$

(c): Pro forma adjustments reflect the effects of the tax receivable agreement on our consolidated balance sheet as a result of Woodside Inc.'s purchase of LLC Units from certain existing owners. Pursuant to the tax receivable agreement, Woodside Inc. will be required to make cash payments to these existing owners equal to 85% of the amount of cash savings, if any, in U.S. federal, state and local taxes that Woodside Inc. actually realizes, or in some circumstances is deemed to realize, as a result of certain future tax benefits to which Woodside Inc. may become entitled. These tax benefit payments are not necessarily conditioned upon one or more of the existing owners maintaining a continued ownership interest in either Woodside LLC or Woodside Inc. Woodside Inc. expects to benefit from the remaining 15% of cash savings, if any, that it may actually realize.

As a result, as of the date of Woodside Inc.'s purchase of LLC Units, on a cumulative basis, the net effect of accounting for income taxes and the tax receivable agreement on our financial statements will be a net increase in stockholders' equity of $ . The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the tax receivable agreement have been estimated and are based on the assumption that there are no material changes in the relevant tax law and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets. A summary of the adjustments recorded is as follows:

•: we will record an increase of $ in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased LLC Units, based on an effective income tax rate of % (which includes a provision for U.S. federal, state, and local income taxes);
•: we will record $ , which represents 85% of the estimated realizable tax benefit resulting from (i) the increase in tax basis in the tangible and intangible assets of Woodside LLC on the date of this offering related to the purchased LLC Units as noted above and (ii) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement, as an increase to the liability due to existing owners under the tax receivable agreement; and
•: we will record an increase to additional paid-in capital of $ , which is an amount equal to the difference between the increase in deferred tax assets and the increase in liability due to existing owners under the tax receivable agreement (see note (g)).

Pursuant to the terms of the exchange agreement that we will enter into in connection with the Offering and Reorganization Transactions, holders of LLC Units will have the right to exchange their LLC Units for shares of Class A Common Stock or cash, at our election. Any exchanges of LLC Units for shares of Class A Common Stock pursuant to the exchange agreement may result in increases in the tax basis of the tangible and intangible assets of Woodside LLC (85% of the realized tax benefits from which will be due to the exchanging LLC Unit holders and recorded as an additional payable pursuant to the tax receivable agreement) that otherwise would not have been available. These exchanges and the resulting effects of the tax receivable agreement on our consolidated financial statements have not been reflected in the unaudited pro forma consolidated financial statements.

(d): Offering expenses are estimated to be approximately $ . Of this amount, approximately $ are expected to be deducted from the proceeds received by Woodside Inc. in this offering (see (b) above), and the remainder of $ will be expensed. At December 31, 2013, $ had been paid or accrued, of which $ had been deferred and are reclassified as additional paid-in capital to net against gross proceeds for pro forma purposes.
(e): Offering expenses are estimated to be approximately $ . As of December 31, 2013, we had incurred $ of offering expenses. We recorded an adjustment to accrued liabilities to reflect additional offering expenses of $ that we estimate we will incur after December 31, 2013 and to accrue for the increased cash settlement value of $ resulting from the modification of awards discussed in note (i) below.
(f): Reflects the Offering and Reorganization Transactions, as described under "The Reorganization of Our Corporate Structure," including (i) the elimination of existing members' equity of $ in consolidation of Woodside LLC into the financial statements of Woodside Inc., (ii) the issuance of shares of Class B Common Stock to Woodside LLC's existing owners and (iii) the issuance of shares of Class A Common Stock for $ .
(g): In connection with the Offering and Reorganization Transactions, the following pro forma adjustments were recorded to additional paid-in capital.

(i): In connection with the Offering and Reorganization Transactions, we will modify our existing performance share unit awards to fix the settlement values which will be paid out between 12 to 24 months of the modification date. The existing PH Holding LLC Woodside Share Unit Plan will then be terminated. The modification of the performance share unit awards will result in an adjustment to retained earnings and an increase in accrued liabilities (see note (e)) of $ . This modification has not been reflected in the accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2013 because it does not have a continuing impact but this modification has been reflected in the accompanying unaudited pro forma condensed consolidated balance sheet as of December 31, 2013.

In addition, we expect to grant an aggregate of 150,000 restricted shares of Class A Common Stock and options to purchase an aggregate of 505,000 shares of Class A Common Stock to certain of our employees and directors upon the closing of this offering which will vest over three years. As the result of the vesting requirements associated with these awards, we will recognize the following recurring non-cash compensation charges from the closing date of this offering through 2017. The compensation charges for these awards are not included in the unaudited pro forma consolidated statements of operations for the year ended December 31, 2013, nor reflected in the unaudited pro forma consolidated balance sheet as of December 31, 2013:

Woodside Homes, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
(in thousands, except per share data)

	Year Ended December 31, 2013

	Woodside LLC(a)			Pro Forma Adjustments		Woodside Inc. Pro Forma
Revenues:
Homebuilding	$	438,103				$
Land and lot		3,077


Total revenues		441,180
Cost of revenues:
Homebuilding		339,060
Land and lot		2,177


Total cost of revenues		341,237
Operating expenses		53,190


Income from operations		46,753
Other income (expense)
Interest income		485
Interest expense		(790	)
Loss on early retirement of debt		(13,451	)
Other income		497


Net other expense		(13,259	)


Income before income tax expense		33,494
Income tax expense		1,433			(b)


Net income		32,061




Less: net income attributable to non-controlling interests					(c)


Net income attributable to Woodside Inc.						$




Basic weighted average number of Class A Common Shares outstanding
Basic net income per share applicable to Class A Common Stock
Diluted weighted average number of Class A Common Shares outstanding
Diluted net income per share applicable to Class A Common Stock

(a): We have historically operated our business through Woodside LLC. For the year ended December 31, 2013, Woodside LLC represented all of our operations. Woodside Inc. was incorporated on February 24, 2014 and has not conducted any operations. Woodside Inc. was initially capitalized with $1,000 and does not have any other assets or liabilities. Accordingly, the pro forma statement of operations for the year ended December 31, 2013 presents the historical financial condition of Woodside LLC as a starting point for the pro forma amounts. As described in "The Reorganization of Our Corporate Structure," Woodside Inc. will become the sole managing member of Woodside LLC and Woodside LLC will be considered Woodside Inc.'s predecessor for accounting purposes.
(b): Following the Offering and Reorganization Transactions, we will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of Woodside LLC, which will result in higher income taxes. As a result, the pro forma

: Tax rules generally require that pre-transaction built-in-gains are allocated back to the historical LLC members. Accordingly, our effective tax rate includes a rate benefit attributable to the fact that, after this transaction, approximately % of Woodside Inc.'s earnings will not be subject to corporate level taxes as the applicable income tax expense will be incurred by, and be the obligation of, the members of Woodside LLC holding the non-controlling interests. Thus the pro forma effective tax rate on the portion of income attributable to Woodside Inc. is expected to be %.
(c): After the Offering and Reorganization Transactions, as described in "The Reorganization of Our Corporate Structure," Woodside Inc. will become the sole managing member of Woodside LLC and will initially have a minority economic interest in Woodside Inc. but will have 100% of the voting power and control the management of Woodside LLC. Immediately following the offering, the non-controlling interest, representing the ownership interests of the other members of Woodside LLC, will be %. Net income attributable to the non-controlling interest represents % of income before provision for income taxes.

The following table sets forth selected historical consolidated financial and other data of Woodside LLC as of and for each of the years ended December 31, 2013 and 2012. The selected historical consolidated financial data of Woodside LLC presented below as of and for the years ended December 31, 2013 and 2012 have been derived from and should be read together with the audited consolidated financial statements of Woodside LLC and the accompanying notes, which are contained elsewhere in this prospectus. Woodside LLC will be considered Woodside Inc.'s predecessor for accounting purposes, and its consolidated financial statements will be our historical financial statements following this offering.

You should read the financial information presented below in conjunction with Woodside LLC's consolidated financial statements and accompanying notes included elsewhere in this prospectus, as well as "The Reorganization of Our Corporate Structure," "Use of Proceeds," "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operation," included elsewhere in this prospectus.

	Year Ended December 31,

($ in thousands)	2013			2012
Statement of Operations Data:
Revenues:
Homebuilding	$	438,103		$	314,216
Land and lot		3,077			14,840
Other		—			57


Total revenues	$	441,180			329,113
Cost of revenues:
Homebuilding		339,060			254,637
Land and lot		2,177			14,408
Other		—			757


Total cost of revenues		341,237			269,802
Operating expenses		53,190			39,926


Income from operations		46,753			19,385
Other income (expense):
Interest income		485			376
Interest expense		(790	)		(2,403	)
Loss on early retirement of debt(1)		(13,451	)		—
Other income (expense)		497			524


Net other expense		(13,259	)		(1,503	)


Income before income tax expense		33,494			17,882
Income tax expense		(1,433	)		(184	)


Net income	$	32,061		$	17,698




Other Consolidated Financial Information (unaudited):
Homebuilding gross margin		99,043			59,579
Land and lot gross margin		900			432
Other gross margin		—			(700	)


Consolidated gross margin	$	99,943		$	59,311
Consolidated gross margin as a percentage of total revenues		22.7	%		18.0	%
Interest incurred	$	14,422		$	11,701
Operating Data (unaudited):
Average active selling communities		39			43
Home sales net of cancellations		1,535			1,450
Monthly average net sales per average active selling community		3.3			2.8
Homes closed		1,507			1,278
Average closing price	$	291		$	246
Cancellation rates		13.7	%		15.0	%
Backlog at end of period, number of homes(2)		386			358
Backlog at end of period, aggregate sales value(2)	$	119,980		$	94,492

(1): On August 5, 2013, Woodside LLC and Woodside Homes Finance Inc. issued $220.0 million of unsecured senior notes due December 15, 2021. The Company used $135.0 million of the net proceeds from the offering to purchase in a tender offer Woodside LLC's 2017 Notes, which amount included an early tender payment of $7.3 million. Woodside LLC recorded a loss on early retirement of debt of $13.5 million in costs attributable to the repurchase of the 2017 Notes.
(2): Backlog consists of homes sold under pending sales contracts that have not yet closed, some of which are subject to contingencies, including mortgage loan approvals. There can be no assurance that homes sold under pending sales contracts will close. Of the 386 and 358 homes in backlog as of December 31, 2013 and 2012, respectively, 309 and 260 represent homes completed or under construction, respectively, and 77 and 98 represent homes not yet under construction, respectively. Backlog figures as of all dates are unaudited.
(3): We had $0.3 million and $0.2 million of restricted cash as of December 31, 2013 and 2012, respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the discussion and analysis in this section in conjunction with "Selected Historical Consolidated Financial and Other Data" and the consolidated financial statements and accompanying notes included elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that are subject to numerous risks and other uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. Our actual results may differ materially from those anticipated in the forward-looking statements. See "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements." Additionally, our consolidated results of operations for the year ended December 31, 2012 include data attributable to the wind-down of some of our former operations, see "—2009 Emergence from Bankruptcy and Wind-Down Operations."

We are a regional homebuilder and land developer, focusing on move-up and entry-level buyers in the five states of Arizona, California, Nevada, Texas and Utah. We are highly disciplined in our selection of markets and actively manage our land acquisitions in markets that we believe benefit the most from favorable housing demand drivers such as high population and job growth, positive migration patterns, housing affordability and desirable lifestyle and weather characteristics. We intend to grow our business through market share gains in our existing markets and by expanding into additional Western U.S. markets if the right opportunity were to present itself. Our operations consist primarily of the construction and sale of detached, single-family homes. We also generate a small portion of revenue from the sale of land and lots.

As of December 31, 2013, we had 44 active communities in our markets in Northern California, Central California and Southern California, Las Vegas, Phoenix, Salt Lake City and San Antonio, including 28 new communities that were opened in the year ended December 31, 2013. We have grouped our homebuilding activities into two reporting segments as determined in accordance with ASC 280, Segment Reporting. Our two segments are:

Woodside Inc. was formed for the purpose of this offering and has engaged to date only in activities in contemplation of this offering. Woodside Inc. will be a holding company whose principal asset will be its interest in Woodside LLC. All of the different classes of membership interests of Woodside LLC outstanding prior to the reorganization will be reclassified into one single new class of LLC Units. For more information regarding our reorganization and holding company structure, see "The Reorganization of Our Corporate Structure." Upon completion of this offering, all of our business will be conducted through Woodside LLC and its subsidiaries, and the financial results of Woodside LLC and its consolidated subsidiaries will be included in the consolidated financial statements of Woodside Inc. In addition, the ownership interests of the other members of Woodside LLC will be accounted for as a non-controlling interest in our consolidated financial statements after this offering.

We expect that future exchanges of LLC Units, as well as the initial purchase with the net proceeds of this offering of LLC Units from certain of our existing owners will result in increases in the tax basis in our share of the tangible and intangible assets of Woodside LLC that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that Woodside Inc. would otherwise be required to pay in the future. We will enter into a tax receivable agreement with

our existing owners that we expect will require Woodside Inc. to pay to our existing owners 85% of the amount of benefits, if any, that Woodside Inc. realizes (or is deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the tax receivable agreement) as a result of (i) these increases in tax basis and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Prior to the Offering and Reorganization Transactions, Woodside LLC was not subject to any entity-level federal income taxation but had certain subsidiaries that were taxed as C corporations. Following the Offering and Reorganization Transactions, all of the earnings of Woodside Inc. will be subject to federal income taxation, in addition to state and local taxation.

Demand for new homes improved in most of our operating markets during the first half of the year ended December 31, 2013 and then moderated during the latter half of the year because of a rise in consumer mortgage rates and seasonality, among other market factors. More recently, when compared to the prior year, we continue to experience decreases in demand as measured by net sales, however, we have been successful at maintaining or increasing our gross margin as a percentage of homebuilding revenue. In total, the number and value of our home sales net of cancellations for the year ended December 31, 2013 increased 5.9% and 26.2%, respectively, compared to the year ended December 31, 2012. Homebuilding revenue increased 39.4% to $438.1 million for the year ended December 31, 2013 compared to $314.2 million in the prior year. The average closing price of our homes closed increased 18.2% and our homebuilding gross margin increased by 360 basis points for the year ended December 31, 2013 as compared to the prior year, primarily because the increase in demand for new homes allowed us to increase sales prices or limit sales incentives in many of our communities. Net income was $32.1 million in the year ended December 31, 2013, compared to $17.7 million in the prior year.

Our results and market data indicate that the overall demand for new homes has continued to improve from the downturn. However, both national new home sales and our home sales remain below historical levels due to the current weak U.S. economic conditions, the restrictive mortgage lending environment and variations in local housing market conditions. Until there is a more robust U.S. economic recovery, we expect national demand for new homes to remain below historical levels, with uneven improvement across our operating markets.

We believe our business is well-positioned to continue to benefit from a housing recovery due to our land and home inventory and our current and projected active communities as well as our strong balance sheet and liquidity. We increased our investments in land, lot and home inventories substantially during the year ended December 31, 2013 in response to the increased demand for our homes and improved market conditions and we will continue to adjust our execution strategies based on housing demand in each of our markets. Nevertheless, our future results could be negatively impacted by weakening economic conditions, decreases in the level of employment, a significant increase in mortgage interest rates or further tightening of mortgage lending standards, among other factors discussed under "Risk Factors—Risks Related to Our Business and Industry."

We have historically experienced, and expect to continue to experience, seasonality in quarterly results. New home sales activity is heavily dependent on the opening and closing of active selling communities and other market factors. Many of our markets experience higher home sales activity in

the spring and summer months. Given the corresponding construction cycle, our revenues and cash flows from homebuilding operations (exclusive of the timing of land purchases) are generally higher in the second half of the calendar year as these homes are completed and closed. While our recent results of operations have exhibited this kind of seasonality, they are not necessarily indicative of the results to be expected for future periods.

Our homebuilding operations are capital intensive. During active development and construction, we capitalize homebuilding interest to inventory. Such capitalized interest is charged to cost of revenues as the related inventory is delivered to the buyer. Any interest cost not associated with active development and construction is expensed in the period incurred.

Inventory carrying values are reviewed for potential write-downs when impairment indicators are present. In the event the undiscounted cash flows estimated to be generated by an asset is less than its current carrying value, an impairment charge is required to be recorded. These estimates of cash flows are significantly impacted by estimates of revenues, costs, and other factors. Due to uncertainties in the estimation process, actual results could differ materially from such estimates. For those assets deemed to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Our determination of fair value is primarily based upon discounting the estimated cash flows at a rate commensurate with the inherent risks associated with the assets and related estimated cash flow streams. During 2012, management evaluated certain projects and inventory that had demonstrated potential impairment indicators. For the year ended December 31, 2012, we determined that projects with a carrying value of $1.6 million were impaired. Consequently, we recorded impairment charges of $0.2 million in 2012 to reduce the carrying values of the projects to their estimated fair value. During 2013 there were no potential impairment indicators and no impairments recognized. We have not incurred any impairment charges with respect to any land acquired since our emergence from bankruptcy at the end of 2009. The impairment charges are included in cost of revenues. We have historically utilized a discount rate appropriate for the existing market conditions when estimating impairment charges.

Our revenues and profitability may be affected by increased inflation rates and other general economic conditions. In periods of high inflation, demand for our homes may decline. Further, our profits may be affected by our inability to offset increases in the costs of land, construction, labor and administrative expenses through higher sales prices. Our ability to raise prices at such times will depend upon demand and other competitive factors, some of which may be beyond our control. In addition, because the selling prices of our homes in backlog are fixed at the time a buyer enters into a contract to acquire a home, any inflation in the costs of construction, labor and administrative expenses greater than those anticipated may result in lower gross margins.

Beginning on August 20, 2008, an ad hoc group of creditors filed involuntary petitions under Chapter 11 against Woodside Group, LLC ("Woodside Group") and most of its subsidiaries and its affiliate Pleasant Hill Investments, LC ("Pleasant Hill" and together with Woodside Group and its aforementioned subsidiaries, the "Woodside Debtors") in the United States Bankruptcy Court for the Central District of California (Riverside Division) (the "Court"). Pursuant to a Court-approved

stipulation, on September 16, 2008, the Woodside Debtors consented to the entry of orders for relief. Both prior to and after August 20, 2008, certain subsidiaries and/or affiliates of Woodside Group filed voluntary petitions under Chapter 11 as well. The Court jointly administered these cases as "In re Woodside Group, LLC, et al., Case No. 08-20682 (PC) Jointly Administered." On November 25, 2009, the court entered an order confirming the Second Amended Joint Plan of Reorganization of Woodside Group, LLC and Affiliated Debtors, as Modified (the "Plan"). The effective date of the confirmed Plan occurred at the close of business on December 31, 2009. Pursuant to the provisions in the Plan, Woodside LLC was formed as a holding company for the Woodside Debtors.

Upon its emergence from Chapter 11 and meeting the applicable criteria of FASB, Woodside LLC adopted fresh start reporting in accordance with FASB ASC Subtopic 852-10, Reorganizations. The adoption of fresh start reporting required Woodside LLC to allocate the reorganization value (or fair value as of the date of emergence from bankruptcy) to all of its assets and liabilities. Under the provisions of fresh start reporting, a new entity was deemed created for financial reporting purposes.

Shortly after exiting from bankruptcy, our new management team realigned our operations from a national to a Western regional builder with a focus on states which they believed had attractive growth prospects. The proximity of our current Western markets has enhanced our operational efficiency and managerial sphere of control. Selected operating data for the markets we exited (Florida, the Washington DC area and Minnesota) are grouped under "Wind-Down Operations."

In evaluating our results of operations, we review the following key performance indicators:

Average Active Selling Communities. We define active selling communities as any community with at least one home sold and more than six lots remaining to sell. Average active selling communities means the average number of active communities for the period presented.

Average Monthly Net Sales per Average Active Selling Community. Average monthly net sales per average active selling community means the average number of net home sales per month per average active selling community for the period presented. Average monthly net sales per average active selling community is an important indicator of demand of a community once the community is open for sales. The average monthly net sales pace will determine the length of time and resulting total cost of overhead required to sell and close all remaining lots in an active selling community.

Average Closing Price. Average closing price represents total homebuilding revenue for a given period divided by the number of homes closed for such period.

Backlog. Backlog is a measure of the number and estimated sales value of homes that have been sold as of the end of a period (see "Home Sales" below), but not yet closed. Backlog is an important indicator of homes closed and homebuilding revenues in future periods.

Cancellations. We consider a home sales contract cancelled when either the Company or the customer terminates the contract. Cancellations for a given period represent the number of home sales contracts that were cancelled during such period and we generally state them as a percentage of home sales before cancellations for the same period.

Homebuilding Gross Margin and Adjusted Homebuilding Gross Margin. Homebuilding gross margin means homebuilding revenues less total cost of homebuilding revenues. Adjusted homebuilding gross margin is a non-GAAP financial measure. See "Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data" in this prospectus for a definition of Adjusted homebuilding gross margin and a quantitative reconciliation of Adjusted homebuilding gross margin to homebuilding gross margin, which we believe is the most comparable financial measure

calculated in accordance with GAAP. These metrics are expressed as a dollar value and as a percentage of homebuilding revenues as indicators of profitability.

Homes Closed. A home is considered closed when the home closing has occurred and title to the property has been transferred to the buyer.

Homes Sales. A home is considered sold when an earnest money deposit is provided by the buyer to the Company and a sales contract has been fully executed and with all typical buyer contingencies (other than mortgage financing) removed.

Homes Sales Net of Cancellations. Homes sales net of cancellations means homes sales less cancellations, expressed as a number of homes, for a given period.

Operating Expenses as Percentage of Homebuilding Revenues. Operating expenses are the recurring direct overhead expenses of the Company including, but not limited to, compensation expenses, which include inside sales commissions, marketing expenses, office expenses, professional services fees and expenses and insurance costs. This metric is expressed as a percentage of homebuilding revenues as an indicator of the Company's ability to leverage fixed overhead costs as well as manage variable costs to maximize profitability.

	Years ended December 31,

($ in thousands)	2013			2012
Revenues:
Homebuilding	$	438,103		$	314,216
Land and lot(1)		3,077			14,840
Other(2)		—			57


Total revenues		441,180			329,113


Cost of revenues:
Homebuilding		339,060			254,637
Land and lot		2,177			14,408
Other(2)		—			757


Total cost of revenues		341,237			269,802


Gross margin:
Homebuilding		99,043			59,579
Land and lot		900			432
Other(2)		—			(700	)


Gross margin		99,943			59,311


Operating expenses		53,190			39,926


Income from operations		46,753			19,385


Other income (expense):
Interest income		485			376
Interest expense		(790	)		(2,403	)
Loss on early retirement of debt		(13,451	)		—
Other income		497			524


Net other expense		(13,259	)		(1,503	)


Income before income tax expense		33,494			17,882
Income tax expense		(1,433	)		(184	)


Net income	$	32,061		$	17,698

(1): In the normal course of business, the Company contracts to sell land to third parties. Revenue is recognized when title to the property has transferred to the buyer, adequate consideration has been received, and the Company has no significant future obligations.
(2): The revenues and cost of revenues of Reliant Structural Warranty Insurance Company, Inc. ("Reliant"), a subsidiary of the Company, are reflected in other revenues and other cost of revenues in the Statements of Operations data. Reliant is a captive insurance company that was obligated to reimburse certain Company entities and related parties for sums paid toward their respective self-insured retentions for certain periods prior to 2008 and is now winding down its operations. During 2012, Reliant entered into settlement agreements for which it paid its significant insureds to assume all future liabilities related to those insureds, resulting in the Company no longer having any significant potential obligations as of December 31, 2012 related to Reliant policies.

During the year ended December 31, 2013, demand for new homes improved in most of our operating markets. The number and value of our home sales net of cancellations for the year ended December 31, 2013 increased 5.9% and 26.2%, respectively, compared to the year ended December 31, 2012. Homebuilding revenues increased 39.4% to $438.1 million for the year ended December 31, 2013 compared to $314.2 million for the year ended December 31, 2012. The average closing price of our homes increased 18.2% and our homebuilding gross margins increased by 360 basis points for the year ended December 31, 2013 as compared to the year ended December 31, 2012, primarily because the increase in demand for new homes allowed us to increase sales prices or limit sales incentives in many of our communities. Net income was $32.1 million in the year ended December 31, 2013, compared to $17.7 million in the prior year. These results reflect the improvement in market conditions from the prior year and the effects of our strategy of investing capital to expand and improve the profitability of our operations, managing inventory levels efficiently and controlling operating expenses.

Homebuilding Revenues. Homebuilding revenue increased 39.4% for the year ended December 31, 2013 to $438.1 million from $314.2 million in 2012 primarily due to a 17.9% increase in the number of closings. New home closings totaled 1,507 homes in 2013 compared to 1,278 in 2012 primarily due to a 17.9% increase in average monthly net sales per average active selling community as a result of improved market conditions in most of our markets, though most pronounced in our Northern California, Salt Lake City and Las Vegas markets. The average closing price increased 18.2% to $290,700 from $245,900 in 2012.

Land and Lot Revenues. Land and lot revenue decreased 79.3% for the year ended December 31, 2013 to $3.1 million from $14.8 million in 2012 due to closing 118 lots at an average closing price of $26,100 per lot in 2013, as compared to 1,441 lots at an average closing price of $10,300 per lot in 2012.

Other Revenues. We did not recognize any other revenue during the year ended December 31, 2013. We recognized approximately $57,000 in other revenue associated with the wind-down of Reliant during the year ended December 31, 2012.

Cost of Revenues. Cost of homebuilding revenue increased 33.2% for the year ended December 31, 2013 to $339.1 million from $254.6 million in 2012 due to closing 229 additional homes in 2013 as compared to 2012 and a 12.9% increase in the average cost per home closed due to a different mix of inventory. Cost of land and lot revenue decreased 84.9% for the year ended December 31, 2013 to $2.2 million from $14.4 million in 2012 due to closing 118 lots at an average cost of $18,400 per lot in 2013 compared to 1,441 lots at an average cost of $10,000 per lot in 2012. In addition, we recorded impairment charges of $0.2 million in 2012 to reduce the carrying values of certain projects to their estimated fair value. Cost of homebuilding revenues also includes the amortization of $8.8 million and $6.1 million of capitalized interest for the years ended December 31, 2013 and 2012, respectively.

Gross Margin. Gross margin on homebuilding in 2013 was $99.0 million (22.6% of homebuilding revenue), compared to $59.6 million (19.0% of homebuilding revenue) in 2012. The 360 basis point increase in homebuilding gross margin percentage was a result of increased sales prices with limited sales incentives and a change in product mix. Gross margin on land sold totaled $0.9 million, or 29.2% of land and lot revenue, for the year ended December 31, 2013, compared to $0.4 million, or 2.9% of land and lot revenue, for the year ended December 31, 2012.

Operating Expenses. Operating expenses were $53.2 million, or 12.1% of homebuilding revenue, for the year ended December 31, 2013, compared to $39.9 million, or 12.7% of homebuilding revenue, in 2012. Homebuilding revenue increased 39.4% in 2013 as compared to 2012 while operating expenses increased by 33.2% during the same period due to revenue increases exceeding increases in fixed costs and our ability to manage variable selling costs. Both direct administrative and variable selling costs, and in particular commissions, generally increase or decrease with revenues. As a result, operating expenses tend to be variable and reflect increases or decreases in revenues.

Interest Incurred. Interest incurred for the year ended December 31, 2013 was $14.4 million, of which $13.6 million was capitalized and $0.8 million was recorded as interest expense, compared to $11.7 million incurred in 2012, of which $9.3 million was capitalized and $2.4 million was recorded as interest expense. Interest incurred increased $2.7 million in 2013 due to increased outstanding debt in 2013 as compared to 2012.

Loss on early retirement of debt. On August 5, 2013, Woodside LLC and Woodside Homes Finance Inc. issued $220.0 million of unsecured senior notes due December 15, 2021. The Company used $135.0 million of the net proceeds from the offering to purchase in a tender offer Woodside LLC's 2017 Notes, which amount included an early tender payment of $7.3 million. Woodside LLC recorded a loss on early retirement of debt of $13.5 million in costs attributable to the repurchase of the 2017 Notes.

Net Income. Net income was $32.1 million for the year ended December 31, 2013, compared to $17.7 million in 2012.

Set forth below is a discussion of key operating and performance metrics by segment for the years ended December 31, 2013 and 2012.

	For the year ended December 31,

($ in thousands)	West							Southwest							Total
	2013		2012		% change			2013		2012		% change			2013		2012		% change
Home sales net of cancellations		828		799		3.6	%		707		651		8.6	%		1,535		1,450		5.9	%
Average selling price	$	290.9	$	248.7		17.0	%	$	303.6	$	249.4		21.7	%	$	296.8	$	249.0		19.2	%
Value of sales orders, net of cancellations	$	240,900	$	198,728		21.2	%	$	214,677	$	162,367		32.2	%	$	455,577	$	361,095		26.2	%
Average active selling communities		19		22		(13.6	)%		20		21		(4.8	)%		39		43		(9.3	)%
Average monthly net sales per average active selling community		3.6		3.0		20.0	%		2.9		2.6		11.5	%		3.3		2.8		17.9	%
Backlog at end of period, number of homes		176		183		(3.8	)%		210		175		20.0	%		386		358		7.8	%
Backlog at end of period, aggregate sales value	$	54,010	$	46,156		17.0	%	$	65,970	$	48,336		36.5	%	$	119,980	$	94,492		27.0	%

West. Home sales net of cancellations increased 3.6% to 828 homes with a value of $240.9 million in 2013 compared to 799 homes with a value of $198.7 million in 2012. The average selling price improved 17.0% as compared to the prior year to $290.9 largely due to the mix of homes sold in our Southern and Northern California markets. Although the number of average active selling communities declined, our sales absorption and velocity increased significantly as evidenced by the 20.0% increase in average monthly net sales per average active selling community. Backlog units at the end of 2013 declined 3.8% compared to the end of 2012, but the aggregate sales value of such backlog increased 17.0% to $54.0 million, primarily due to increases in average selling price in our Central and Southern California markets.

Southwest. Home sales net of cancellations increased 8.6% to 707 homes with a value of $214.7 million in 2013 compared to 651 homes with a value of $162.4 million in 2012. The average selling price improved 21.7% as compared to the prior year to $303.6 million primarily due to the mix of homes sold in our Phoenix and Las Vegas markets. The number of average active selling communities declined slightly compared to the prior year, but sales absorption and velocity increased significantly as evidenced by the 11.5% increase in average monthly net sales per average active selling community. Backlog units at the end of 2013 increased 20.0% compared to the end of 2012, and the aggregate sales value of such backlog increased 36.5% to $66.0 million, primarily due to increases in average selling price in our Salt Lake City and Phoenix markets.

	For the year ended December 31,

($ in thousands)	West									Southwest									Total(1)
	2013			2012			% change			2013			2012			% change			2013			2012			% change
Homes closed		835			697			19.8	%		672			581			15.7	%		1,507			1,278			17.9	%
Average closing price	$	282.1		$	248.4			13.6	%	$	301.4		$	242.8			24.1	%	$	290.7		$	245.9			18.2	%
Homebuilding revenues	$	235,584		$	173,130			36.1	%	$	202,519		$	141,085			43.5	%	$	438,103		$	314,216			39.4	%
Homebuilding gross margin as a percentage of homebuilding revenues		23.8	%		19.4	%		440 bps			21.2	%		18.4	%		280 bps			22.6	%		19.0	%		360 bps
Adjusted homebuilding gross margin as a percentage of homebuilding revenues(2)		27.1	%		22.9	%		420 bps			25.3	%		22.8	%		250 bps			26.3	%		22.9	%		340 bps
Land and lot revenues	$	1,249		$	1,500			(16.7	)%	$	1,828		$	5,557			(67.1	)%	$	3,077		$	14,840			(79.3	)%
Inventory impairments	$	—		$	40			(100.0	)%	$	—		$	180			(100.0	)%	$	—		$	220			(100.0	)%
Operating expenses as a percentage of homebuilding revenues		10.4	%		9.5	%		90 bps			14.2	%		11.1	%		310 bps			12.1	%		12.7	%		(60) bps
Income from operations(3)	$	32,424		$	17,163			88.9	%	$	14,292		$	10,434			37.0	%	$	46,753		$	19,385			141.2	%
Income from operations as a percentage of total revenues		13.7	%		9.8	%		390 bps			7.0	%		7.1	%		(10) bps			10.6	%		5.9	%		470 bps

(1): Includes Wind-Down Operations. In the year ended December 31, 2012, our Wind-Down Operations recorded land and lot revenue of $7.8 million from one community in Washington, DC.
(2): Adjusted homebuilding gross margin is a non-GAAP financial measure. See "Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data" for a definition of Adjusted homebuilding gross margin and a quantitative reconciliation of Adjusted homebuilding gross margin to homebuilding gross margin, which we believe is the most comparable financial measure calculated in accordance with GAAP.
(3): Income from operations by segment includes all revenues and income generated from the sale of homes and land, less the cost of homes and land sold and operating expenses (which includes a corporate capital allocation charge determined by Company management). The corporate capital allocation charge is eliminated in consolidation and is primarily based on the segment's average inventory. For the years ended December 31, 2013 and 2012, total income from operations includes unallocated corporate operating expenses.

West. Revenues from homebuilding increased 36.1% to $235.6 million in 2013 compared to 2012 as a result of 19.8% more homes closed, primarily due to an increase in home closings in our Northern and Central California markets. Both the average closing price and the gross margin percentages of revenue improved from 2012 largely due to the mix of homes sold in our Southern and Northern

California markets. The increase in average closing price was a result of a change in product mix and the increase in gross margins was a result of a change in product mix, as well as sale price increases in excess of increases in direct construction costs. Operating expenses as a percentage of homebuilding revenue increased 90 basis points due to a 48.4% increase in operating expenses which includes a higher capital allocation charge related to the increase in inventory for the segment because of recent land acquisitions, compared to the 36.1% increase in homebuilding revenues. Income from operations improved to $32.4 million from $17.2 million in 2012 as a result of revenue growth that outpaced increases in operating expenses.

Southwest. Revenues from homebuilding increased 43.5% to $202.5 million in 2013 compared to 2012 as a result of 15.7% more homes closed, with the largest year-over-year increase in our Salt Lake City market. Both the average closing price and the gross margin percentages of revenue improved from 2012 due primarily to a change in product mix and the improvement in homebuilding market conditions in the first half of 2013. Operating expenses as a percentage of homebuilding revenue increased 310 basis points due to an 83.1% increase in operating expenses which includes a higher capital allocation charge related to the increase in inventory for the segment because of recent land acquisitions, compared to the 43.5% increase in homebuilding revenues. Income from operations improved to $14.3 million from $10.4 million in 2012, as a result of revenue growth that outpaced increases in operating expenses.

We enter into land purchase and option contracts to acquire land for the construction of homes. Option and phased purchase contracts, when available, enable us to control significant lot positions with limited capital investment and substantially reduce the risks associated with land ownership and development.

As of December 31, 2013, we owned 5,189 lots and controlled an additional 3,508 lots. The following table sets forth certain data regarding our owned and controlled lots as of December 31, 2013 and 2012:

Our primary uses of cash for our homebuilding operations are payments related to purchasing and developing land, new home construction, and funding our operating expenses. From a contractual perspective, our primary obligations are payments related to our debt agreements, subcontracts for construction work, and land purchase agreements. We expect to fund all of our obligations in the ordinary course of business through a combination of existing cash resources, proceeds from this offering, cash flows generated from operations before inventory investment, borrowings under our unsecured revolving credit facility, and the issuance of new debt or equity as market conditions may

permit. We regularly assess our projected capital requirements with respect to the need to fund future growth in our business, repay debt obligations, and support other general corporate and operational needs. We believe that our operations and capital resources will be sufficient to meet our anticipated cash requirements for the next twelve months.

Cash flows for each of our active communities depend on the status of the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, construction of sales offices and model homes, roads, utilities, general landscaping and other amenities. Because these costs are a component of our inventory and are not recognized in our statement of operations until a home closes, we incur significant cash outflows prior to recognition of revenues. In the latter stages of an active community, net cash inflows may significantly exceed the income from operations reported for financial statement purposes, as the costs associated with home and land construction were previously incurred.

We believe that the ratio of total debt to total book capitalization is useful in understanding the overall leverage employed in our operations. At December 31, 2013 our ratio of total debt to total book capitalization was 52.2%, compared to 42.5% at December 31, 2012. The Company's ratio of net debt to net total book capitalization was 39.6% and 18.4% as of December 31, 2013 and 2012, respectively. After giving effect to the Offering and Reorganization Transactions, at December 31, 2013, our ratio of total debt to total book capitalization would have been % and our ratio of net debt to net total book capitalization would have been %. See "Prospectus Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data" for a definition of net debt to net total book capitalization and a quantitative reconciliation of net debt to net total book capitalization to total debt to total capital, which we believe is the most comparable financial measure calculated in accordance with GAAP.

At December 31, 2013, we had $88.1 million of available cash and cash equivalents, including $37.5 million of U.S. Treasury securities. At December 31, 2012, we had $87.1 million of available cash and cash equivalents, including $60.0 million of Treasury securities. At December 31, 2013 and 2012, we had $0.3 million and $0.2 million, respectively, in restricted cash, which primarily consisted of customer escrow deposits for certain home sales that are restricted by state law. We intend to use available cash to acquire and develop land positions in order to continue to grow our business. We exercise strict controls and believe we have a prudent strategy for companywide cash management, including those related to cash outlays for land acquisition and development.

On August 5, 2013, Woodside LLC and Woodside Homes Finance Inc., as co-issuers, completed an offering of 6.750% Senior Notes due 2021 (the "2021 Notes"), in an aggregate amount of $220.0 million. The 2021 Notes were issued at 100% of their principal amount. Woodside LLC used the net proceeds from the sale of the 2021 Notes (i) to purchase all (approximately $127.7 million aggregate principal amount) of its 9.75% Secured Notes due 2017 pursuant to a tender offer, (ii) pay fees and expenses related to the issuance and (iii) for general corporate purposes.

The 2021 Notes mature on December 15, 2021 and, as of December 31, 2013, the outstanding principal amount of the 2021 Notes was $220.0 million. The 2021 Notes are the unsecured senior obligations of Woodside LLC and Woodside Homes Finance Inc. and are guaranteed on a senior unsecured basis by certain of Woodside LLC's existing and future restricted subsidiaries. The 2021 Notes and the guarantees thereof rank equally with all of Woodside LLC's and the guarantors' existing and future senior debt and will rank senior to all Woodside LLC's and the guarantors' future subordinated debt.

The 2021 Notes bear interest at a rate of 6.750% per annum, payable in cash semiannually in arrears on each June 15 and December 15. Other than upon the occurrence of a change of control and in connection with certain asset dispositions, Woodside LLC will not be required to repurchase or make any mandatory redemption or sinking fund payments with respect to the 2021 Notes. Woodside LLC may redeem some or all of the 2021 Notes prior to maturity at the redemption prices set forth in the indenture governing the 2021 Notes. In addition, Woodside LLC may from time to time repurchase 2021 Notes in the open market or otherwise.

The indenture governing the 2021 Notes contains customary covenants limiting, among other things, Woodside LLC's ability and the ability of its restricted subsidiaries to incur or guarantee additional debt, create liens, transfer and sell assets, merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of Woodside LLC's assets, enter into certain transactions with affiliates, engage in lines of business other than its core business and related businesses, make loans or investments, pay dividends or distributions (other than customary tax distributions), prepay, redeem or repurchase certain debt and capital stock, or issue certain preferred stock or other equity securities. The indenture governing the 2021 Notes also provides for a number of customary events of default, including, among others, for the non-payment of principal or interest; the failure to perform or observe certain covenants; a cross-default to other indebtedness of Woodside LLC, including the unsecured revolving credit facility; certain events of bankruptcy or insolvency; and the entry of certain final non-appealable judgments or decrees. If any event of default occurs, all obligations outstanding under the 2021 Notes would become immediately due and payable (in the case of a bankruptcy or insolvency event of default) or the indenture trustee or the holders of at least 25% in aggregate principal amount of the notes would be permitted to accelerate all obligations outstanding under the 2021 Notes (in the case of any other event of default).

On January 29, 2014, Woodside LLC entered into an unsecured revolving credit facility with borrowing availability of up to $30.0 million, including letters of credit, subject to a borrowing base, which ranges from 40% to 100% of the value of specified types of assets. The terms of this facility provide that it may be increased up to an aggregate borrowing capacity of $100.0 million, subject to obtaining additional commitments for such borrowings and the satisfaction of borrowing base qualifications. In connection with this offering, we expect to amend the unsecured revolving credit facility and increase the borrowing capacity thereunder to $ million, subject to the satisfaction of certain conditions, including obtaining additional commitments from lenders and borrowing base qualifications. Borrowings under the unsecured revolving credit facility are guaranteed by certain of Woodside LLC's existing and future domestic restricted subsidiaries. As of , 2014, there were no outstanding borrowings or letters of credit issued under the unsecured revolving credit facility.

Woodside LLC's obligations under the unsecured revolving credit facility mature on January 29, 2017. The interest rate per annum applicable to loans under the unsecured revolving credit facility is, at Woodside LLC's option, either (i) LIBOR divided by the difference between 1.00 and the Eurocurrency Reserve Requirements (as defined in the credit agreement that governs the unsecured revolving credit facility), plus 3.25%, or (ii) a base rate plus 2.25%.

The credit agreement that governs the unsecured revolving credit facility contains a number of customary covenants that, among other things, restricts, subject to certain exceptions, Woodside LLC's ability and the ability of its subsidiaries to incur or guarantee additional indebtedness; grant or suffer or permit to exist any liens; sell or transfer any portion of its assets; engage in mergers, consolidations or asset dispositions; pay dividends or make distributions; make investments, loans or advances; enter into, maintain or make contributions to any plan that is subject to Title IV of ERISA; use any of the proceeds of the loans to purchase or carry any margin stock; or engage in certain transactions with affiliates or subsidiaries.

In addition, the credit agreement that governs the unsecured revolving credit facility includes certain financial covenants, including the requirements that Woodside LLC maintain throughout the term of the unsecured revolving credit facility and measured as of the end of each fiscal quarter: (i) a maximum consolidated leverage ratio of 60%; (ii) a minimum interest coverage ratio of 1.50:1.00; (iii) a minimum tangible net worth amount calculated based on a formula set forth therein; and (iv) a maximum level of home inventory calculated based on a formula set forth therein.

The credit agreement that governs the unsecured revolving credit facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts; the inaccuracy of certain representations and warranties; the failure to perform or observe certain covenants; a cross-default to other indebtedness of Woodside LLC, including the 2021 Notes; certain events of bankruptcy or insolvency; certain ERISA events; the invalidity of certain loan documents; certain changes of control; the entry of certain final non-appealable judgments or decrees; certain environmental issues; and certain material adverse changes. If any event of default occurs, the lenders under the unsecured revolving credit facility would be entitled to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor. In addition, the commitments of the lenders to lend under the unsecured revolving credit facility would terminate.

Net cash used in operating activities for the year ended December 31, 2013 was $83.4 million compared to $30.4 million for the year ended December 31, 2012. The primary source of operating funds during each of the years ended December 31, 2013 and 2012 was proceeds from home closings, supplemented in 2013 with the proceeds from the issuance and sale of the 2021 Notes and supplemented in 2012 with the proceeds of an equity issuance. We primarily used these funds to acquire new communities, develop existing land ($208.7 million and $93.1 million was used for land acquisition and development in the years ended December 31, 2013 and 2012, respectively), construct homes, and for general operating expenses.

During the year ended December 31, 2013, $3.1 million was used to purchase fixed assets, while $0.1 million was generated from the sale of fixed assets. During the year ended December 31, 2012, $1.4 million was used to purchase fixed assets, while $0.5 million was generated from the sale of fixed assets.

During the year ended December 31, 2013, we received $215.0 million of net proceeds from the issuance of the 2021 Notes, after deducting $5.0 million of fees and expenses. We used $135.0 million of these net proceeds to purchase all of the $127.7 million aggregate principal amount outstanding of

the 2017 Notes pursuant to the terms of a tender offer and pay related fees and expenses. The Company did not make any cash distributions to its members during the year ended December 31, 2013.

During the year ended December 31, 2012, we used the $125.1 million of proceeds from the issuance of the 9.75% Secured Notes due 2017 to pay off the entire principal, interest, and accrued paid-in-kind interest of our 10.0% Senior Notes due 2012, which matured on December 31, 2012. We incurred $4.6 million in fees and expenses related to the issuance of the 2017 Notes. We also raised $75.0 million in a new equity issuance during the third quarter of 2012. The net proceeds from the equity issuance were $71.8 million. Shortly thereafter, we repurchased and retired 0.7 million of our equity units for $5.6 million. Cash distributions to members for 2012 were $0.1 million.

Our debt obligations are more fully discussed in our financial statements and related notes contained elsewhere in this prospectus and under the heading "—Capital Resources."

The following table presents our required cash payments and historical contractual obligations at December 31, 2013, over the period we expect them to be paid:

(1): On January 29, 2014, Woodside LLC entered into an unsecured revolving credit facility with borrowing availability of up to $30.0 million, subject to a borrowing base. The terms of the facility provide that it may be increased up to an aggregate borrowing capacity of $100.0 million, subject to obtaining additional commitments for such borrowings and the satisfaction of borrowing base qualifications. In connection with this offering, we expect to amend our unsecured revolving credit facility to increase the borrowing capacity thereunder to $ million, subject to the satisfaction of certain conditions, including obtaining additional commitments from lenders and borrowing base qualifications. As of March 1, 2014, there were no outstanding borrowings or letters of credit issued under the unsecured revolving credit facility.
(2): For a more detailed description of our operating leases, see Note 11 to Woodside LLC's consolidated financial statements included elsewhere in this prospectus.

We enter into land and lot purchase option contracts to acquire land for the construction of homes in the ordinary course of business. These contracts typically require a cash or letter of credit deposit for the right to acquire land or lots at a predetermined price. At December 31, 2013, we had $13.7 million in deposits to purchase land, and we are not subject to any specific performance obligations thereunder. However, if we do not purchase the land under these contracts, we are subject to the potential forfeiture of option contract deposits that have already been paid in full.

The Company does not currently have any material agreements requiring the guarantee of any third-party debt obligations. The Company also does not currently have any off-balance sheet arrangements.

In connection with the development of certain of our communities, we have obligations ("Development Obligations") under certain development agreements with cities, counties and other agencies related to the completion of roads, utilities and other infrastructure related to land development for which surety bonds have been issued. Some of the Development Obligations predate our bankruptcy proceedings and were assumed pursuant to our plan of reorganization. We are often required by municipalities to obtain development or performance bonds in support of infrastructure-related land development. At December 31, 2013, total development bonds outstanding were $43.2 million. We estimate that we will incur approximately $19.6 million of costs in connection with the completion of our Development Obligations. In the event that any such bonds are called, we may be required to reimburse the issuer; however, we do not expect that any currently outstanding bonds for the Development Obligations will be called.

At December 31, 2013, we had no outstanding letters of credit. In the future, we may be required to issue letters of credit, which may be cash collateralized or issued under our unsecured revolving credit facility.

Woodside LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes and, as such, is not liable for entity-level federal income taxes. Its income is allocated to its members who are responsible for paying the tax on such income. Following the Offering and Reorganization Transactions, all of the earnings of Woodside Inc. will be subject to federal income taxation. Although Woodside LLC has not made tax distributions to its members in the past, it is expected that it will make such distributions to Woodside Inc. and the other holders of the LLC Units in the future in accordance with the terms of the amended and restated limited liability company agreement of Woodside LLC and to the extent permitted by the agreements governing its debt obligations and applicable law.

For a detailed description of our related party transactions, see "Certain Relationships and Related Party Transactions."

Our operations are interest rate sensitive. Higher interest rates could adversely affect our revenues, gross margins and net income and would also increase our variable rate borrowing costs, which principally relate to any borrowings under our unsecured revolving credit facility. As of December 31, 2013, we did not have any indebtedness outstanding under our unsecured revolving credit facility. Assuming the full $30.0 million of borrowing capacity were drawn under our unsecured revolving credit facility, a hypothetical one percentage point increase in interest rates on such variable rate debt would increase our annual amount of incurred interest by approximately $300,000.

For variable rate indebtedness, interest rate changes generally do not affect the fair value of the debt instrument, but do impact future results of operations and cash flows. We did not utilize swaps, forward or option contracts on interest rates, foreign currencies or commodities, or other types of derivative financial instruments as of or during the year ended December 31, 2013. We do not enter into, or intend to enter into, derivative financial instruments for trading or speculative purposes.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an "emerging growth company," we are able to take advantage of specified reduced reporting and other burdens that are otherwise generally applicable to public companies.

In accordance with the JOBS Act, we also elected to provide only two years of audited financial statements and only two years of related "Selected Historical Consolidated Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this prospectus. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some investors will find our Class A Common Stock less attractive as a result of our elections, which may cause a less active trading market for our Class A Common Stock and more volatility in our stock price.

Additionally, we intend to rely on other reduced reporting requirements provided by the JOBS Act, including exemptions from the requirements to (1) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis), (4) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation, and (5) seek non-binding advisory votes on executive compensation or "golden parachute" arrangements.

We intend to take advantage of these exemptions as long as we qualify as an emerging growth company. We will remain an emerging growth company until the earliest of:

Accordingly, we could remain an "emerging growth company" until as late as December 31, 2019.

The preparation of financial statements in conformity with GAAP requires us to make decisions based upon estimates, assumptions and factors we consider relevant in the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Some of our critical accounting policies require the use of judgment in their application or require estimates of inherently uncertain matters. Changes in future economic conditions or other business circumstances may affect the outcomes of our estimates and assumptions. Accordingly, actual results could differ materially from those anticipated. In instances where alternative methods of accounting are permissible under GAAP, we have chosen the method that most appropriately reflects the nature of our business, the results of our operations and our financial condition, and have consistently applied those methods over each of the periods presented in the financial statements included elsewhere in this prospectus. Discussed below are those accounting policies and underlying estimates and judgments that we believe are critical and require the use of complex judgment in their application. See also Note 2 to Woodside LLC's consolidated financial statements included elsewhere in this prospectus.

Homebuilding Revenue. Homebuilding revenue is recognized at the time the home closes and title to the property is transferred to the buyer.

Cost of homebuilding revenue includes all allocated land, direct material, labor costs, and capitalized interest. Certain indirect costs related to contract performance, such as indirect labor, supplies, property taxes incurred during development, and home construction, are allocated on a percentage of construction cost incurred basis. Certain selling, general and administrative costs are charged to operating expense as incurred.

Sales Incentives. When sales incentives involve a discount on the selling price of the home, we record the discount as a reduction of revenue at the time of home closing. If the sales incentive requires us to provide a free product or service to the customer, the cost of the free product or service is recorded as cost of revenue at the time of home closing. This includes the cost of optional upgrades and seller-paid financing or closing costs.

Land and Lot Revenue. In the normal course of business, we contract to sell land to third parties. Revenue is recognized when title to the property has transferred to the buyer, adequate consideration has been received, and we have no significant future obligations.

Allowance for Warranties. We provide a limited warranty on all of our homes. The specific terms and conditions of warranties vary depending upon the market in which we do business. Generally, we provide a limited warranty against defects in specified workmanship and materials for one year, mechanical systems in the home for two years, and structural defects for ten years.

We estimate the costs that may be incurred under each limited warranty and record a liability in accrued liabilities in the consolidated balance sheets for the amount of such costs at the time the revenue associated with the close of each home is recognized. Such costs are recognized in cost of homebuilding revenues in the consolidated statements of operations. Factors that affect our warranty liability include the number of homes closed, historical and anticipated incident rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.

Inventories are stated at cost unless the inventory within a community is determined to be impaired, in which case the impaired inventory is written down to fair value. Inventory costs include land, land development, capitalized property taxes and interest costs for active communities, and home construction costs. Amounts are recorded to inventory using the specific-identification method and charged to cost of revenues as the homes associated with such costs are closed. Interest costs and property taxes incurred during home construction or land development and certain other indirect costs are capitalized and subsequently charged to cost of revenues as the homes associated with such costs are closed. Land, infrastructure, and all other common costs are allocated to lots benefited based upon a pro rata method.

We account for our real estate inventories under Accounting Standards Codification (ASC) 360, Property, Plant, & Equipment (ASC 360). ASC 360 requires inventory costs to be reviewed for potential write-downs when impairment indicators are present. We have determined that each community is our asset grouping for impairment testing. Each community in our owned inventory is assessed to determine if indicators of potential impairment exist. If indicators of potential impairment exist for a community, the identified asset is evaluated for recoverability in accordance with ASC 360.

In the event the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts, impairment charges are required to be recorded if the fair value of such assets is less than their carrying amounts. These estimates of cash flows are significantly impacted by estimates of revenues, costs, and other factors. Due to uncertainties in the estimation process, actual results could differ from such estimates.

For those assets deemed to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Our determination of fair value is primarily based upon discounting the estimated cash flows at a rate commensurate with the inherent risks associated with the assets and related estimated cash flow streams. We have historically utilized a discount rate appropriate for the existing market conditions when estimating impairment charges.

Interest incurred relating to land under development and construction of homes is capitalized to inventories during the active development period. For homes under construction we include the underlying developed land costs and in-process homebuilding costs in our calculation of capitalized interest. Capitalization ceases upon substantial completion of each home with the related interest capitalized being charged to cost of sales when the home is delivered.

We account for variable interest entities in accordance with ASC 810, Consolidation (ASC 810). Under ASC 810, a variable interest entity (VIE) is created when: (a) the equity investment at risk in

the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity's equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity's equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE. In accordance with ASC 810, we perform ongoing reassessments of whether we are the primary beneficiary of a VIE.

In the ordinary course of business, we enter into land purchase and lot option contracts to acquire rights to land. The use of such contracts generally allows us to reduce the market risks associated with direct land ownership and development, and to reduce our capital and financial commitments, including interest and other carrying costs. Under such contracts, we typically pay a specified option or earnest money deposit in consideration for the right to purchase land in the future, usually at a predetermined price.

In determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. As a result of our analyses, we determined that as of December 31, 2013 and 2012, we were not the primary beneficiary of any VIEs from which we have acquired rights to land.

Our exposure to loss related to our land purchase and option contracts with third parties and unconsolidated entities consisted of our nonrefundable option deposits totaling $7.7 million and $2.5 million as of December 31, 2013 and 2012, respectively.

As a limited liability company treated as a partnership for U.S. federal income tax purposes, Woodside LLC is generally not liable for entity-level federal income taxes. Its income is allocated to its members who are responsible for paying the tax on such income. However, Woodside LLC has certain subsidiaries that are taxed as C corporations at the corporate level for which an income tax provision is recorded. Following the Offering and Reorganization Transactions, all of the earnings of Woodside Inc. will be subject to federal income taxation in addition to state and local taxation.

We base our provision or benefit for income taxes on income recognition for financial statement purposes, which includes the effects of temporary differences between financial statement income and income recognized for tax return purposes. We record a valuation allowance to reduce our deferred tax assets when it is more likely than not that the deferred tax asset will not be realized. At December 31, 2013, we did not record a valuation allowance against our deferred tax assets. At December 31, 2012, our net deferred tax assets carried a full valuation allowance of $0.1 million.

We account for uncertain tax positions according to the authoritative guidance included in ASC 740, Income Taxes. We account for interest expense and penalties for unrecognized tax benefits as part of the income tax provision. During the years ended December 31, 2013 and 2012, there was no liability related to unrecognized tax benefits.

We are currently not under any examinations by any federal or state tax authority, but remain subject to income tax examinations for each of our open tax years, which extend back to 2010 for federal income tax purposes and 2009 for state income tax purposes. Under Rev. Proc. 92-29, we have agreed to extend the federal statute of limitations for assessing additional taxes for certain projects, which apply to years prior to 2010.

We adopted Accounting Standard Update No. 2011-04, "Fair Value Measurement" ("ASU 2011-04") on December 31, 2012. ASU 2011-04 amends ASC 820 to clarify the previous guidance and to minimize the differences between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 requires entities to provide information about valuation techniques and unobservable inputs used in Level 3 fair value measurements and also requires entities to provide a narrative description of the sensitivity of Level 3 measurements to changes in unobservable inputs. The adoption did not have an impact on our financial statements as it is presentational only.

This "Market Overview" section is based on a market study that was prepared in February 2014 (based on the most recent data available as of such date) for us in connection with this offering by John Burns Real Estate Consulting, LLC, or JBREC. Founded in 2001, JBREC is an independent research provider and consulting firm focused on the housing industry. This "Market Overview" section contains forward-looking statements which are subject to uncertainty. See "Cautionary Statement Concerning Forward-Looking Statements" and "—Use of Estimates and Forward-Looking Statements."

Strong housing markets have historically been associated with favorable affordability, a healthy domestic economy, positive demographic trends such as population growth and household formation, low or falling mortgage rates, increases in renters that qualify as homebuyers, and locally based dynamics such as higher housing demand relative to housing supply. Most markets across the United States are experiencing a number of these positive trends. Relative to long-term historical averages, data compiled by the U.S. Bureau of Labor Statistics (the "BLS") and the Census Bureau show that the U.S. economy is creating more jobs than homebuilding permits issued and that the inventory of resale and new unsold homes is low. Affordability conditions remain attractive, but have moderated from recent peak levels, as measured by the ratio of average homeownership costs to median household income, due to rising prices and mortgage rates.

The U.S. housing market is in phase three of a three-phase supply-constrained housing recovery, as described below:

While conditions are improving, significant future growth is required to return to pre-recession housing market conditions.

Demand. Job growth is the most important factor for a healthy housing market. While year-over-year job growth is once again positive after significant losses from 2008 through 2010, the pace of growth remains moderate amidst fiscal uncertainty. Additionally, the rate of job growth in economic recoveries has slowed over the last 30 years, primarily as a result of the aging U.S. labor force, productivity improvements and globalization. Job growth for the twelve months ended November

2013 is at 1.7% and JBREC forecasts that job growth will grow at a 1.9% average annual rate from 2014 through 2016.

By the end of 2014, the national economy is forecasted to have recovered all of the 7.7 million jobs lost between 2008 and 2010.

According to data compiled by the Census Bureau and the BLS, the current average employment growth to homebuilding permit ratio for the country is 2.3. A balanced ratio in a stable market is 1.2 to 1.3. The ratio has remained above the stable market ratio for several quarters, due to a rise in employment growth coupled with historically low homebuilding permit levels. The relative excess job growth to homebuilding permit growth has spurred improved consumer confidence and new home sales over the last year, which is in turn driving increasing construction activity.

JBREC expects household formations to average 1.33 million per year through 2016. The reduction in household formations for nearly all age groups from 2000 to 2010 was caused primarily by the economic distress in the late 2000s. Immigration is expected to add to the household and population growth as well, mostly concentrated in the 20 to 40 year old demographic.

A lack of inventory is currently limiting sales activity in the existing home market, but sales are expected to grow through 2016 as rising prices encourage homeowners to list their homes, and also due to continued investor activity. After decreasing to 3.3 million transactions in July 2010 from a peak of nearly 7.1 million transactions three years prior, existing home sales transactions are currently just over 5.0 million according to the National Association of Realtors, hampered by a tight supply of homes on the market. JBREC forecasts that sales will rise to 5.5 million transactions in 2016, which would be slightly higher than the sales activity in 2001.

Based on a review of over 160 markets, JBREC estimates the share of resale sales that were made for investment purposes was approximately 19% in the twelve months ended November 2013, which is down from a February 2012 level of 23%, per the National Association of Realtors. The elevated but declining share of distressed sales is expected to keep investor activity above normal levels in the near term. Many investors are converting distressed inventory to rentals for a long-term hold, which is aiding the recovery process by removing marginal inventory that otherwise depresses prices.

The projected slow but steady job growth should support absorption of the rising new home supply, which is coming off historical lows. New single-family home sales transactions reached a trough in 2011 at 306,000 homes sold, according to the Census Bureau, and are forecasted to rise steadily to 725,000 sales in 2016. The 725,000 new single-family sales in 2016 is roughly equivalent to pre-boom 1996 and slightly lower than in 2007. The new home market currently has only 169,000 units of

completed supply as of November 2013, which is still historically low but rising, and JBREC expects construction levels to increase as the price of housing rebounds.

Supply. JBREC forecasts new home permits and residential construction starts activity should steadily increase through 2016 at a rate that slightly exceeds the recoveries in past regional downturns, such as those in Houston in the late-1980s and Southern California in the late-1990s. With prices rising, and certain submarkets stabilized, homebuilder demand for lots is increasing substantially.

Minimal land entitlement processing for residential development occurred during the housing downturn, so the supply of finished, or even approved, residential lots is currently limited. As such, a lag in the delivery of new lot supply is expected, especially in markets with prolonged approvals processes, such as California.

The number of existing homes available for sale (not including "shadow inventory," which is the number of homes subject to a mortgage that are in some form of distress but that are not currently for sale) is near historically low levels but is starting to trend up. As of December 2013, there were 5.1 months of inventory supply on the market, which is significantly below the 11 months of inventory in December 2009.

While the number of homes entering the foreclosure process is declining, the overall volume is still high relative to historical levels. According to the Mortgage Bankers Association, approximately 9.5% of all mortgages were delinquent as of the third quarter of 2013—nearly twice the pre-2008 level. The

shadow inventory is still substantial, based on estimates by JBREC. This supply is likely to be sold or liquidated over the next several years. JBREC believes that banks will dispose of many of these distressed loans through either short sales, in which a lender agrees to accept a mortgage payoff at less than what is owed to facilitate a home sale, or foreclosures and will do so at a moderate rate so as to not impact home prices resulting from the liquidation. However, there is a risk that banks will change their philosophy and will instead decide to dispose of these distressed loans at a more rapid pace.

The media has made much of the distress in the market, focusing on the homes that are in some form of delinquency or foreclosure. However, only 4% of the total housing units in the United States are in some sort of distress; the remaining 96% are not, according to estimates by JBREC.

Affordability. Affordability in the existing home market is near historically favorable levels nationally, looking back over the last 30 years. The ratio of annual housing costs (which are mortgage payments plus a portion of the down payment) for the median-priced resale home to the median household income reached a historical low (dating back to 1981) in late-2012, but is rising quickly and approaching the historical average.

Due to rising mortgage rates coupled with rapid home price appreciation, affordability conditions nationally weakened significantly in the latter half of 2013, and will continue to weaken throughout 2014, reaching the historical median in 2015. While affordability conditions vary by market, most markets have experienced their most favorable historical affordability during this cycle.

Home values continue to trend up, and the combination of continued low mortgage rates, a declining percentage of distressed sales, and low inventory levels are expected to drive rising home values. JBREC estimates national home values appreciated by approximately 10.5% during the twelve months ended November 2013, and forecasts national appreciation of 5.5% in 2014 and 4.4% in 2015, slowing to 2.8% by 2016. Many factors can influence this outlook. Continued purchases by the Federal

Reserve of mortgage-backed securities cause JBREC to believe that the Federal Reserve would like to see home prices rise.

Increasing home price appreciation will likely be supported by low mortgage rates, which remain historically favorable, and are expected to remain low in the near term due to low inflation and global economic uncertainty. JBREC projects that average 30-year fixed mortgage rates will rise gradually to 5.8% by 2016, as increasing inflation and an improving economy drive rates higher after this period of particularly low inflation. However, as interest rates can change quickly, this expectation may not materialize.

The Bear Case. While the fundamentals are in place for a recovery in the housing market, there are a number of factors that are slowing the recovery, including the following:

In addition, the government deficit is substantial, and the United States could be subject to further credit rating downgrades until political leadership develops and executes a plan to address the deficit. A lack of fiscal accountability could cause U.S. economic problems for years to come.

Conclusion. In summary, housing is a risky asset class, but JBREC believes the outlook for the housing market is very favorable as a result of several factors, including the following:

JBREC forecasts that the excess housing distress of the recent downturn will clear and that home prices and construction should increase through 2016.

The following table provides a summary of actual economic data and forecasts and estimates for the sixteen MSAs (determined based on data compiled by the U.S. Census Bureau) included in the Company's seven markets based on the most recent data available as of February 2014.

							Twelve months ended November 30, 2013

Market	Forecasted 2014 Home Value Appreciation(1)			Forecasted 2015 Home Value Appreciation(1)			Job Growth			YOY % Growth			Total Homebuilding Permits		YOY % Growth			Job Growth / Permit Ratio			Months of Resale Supply(2)
Northern California
Merced		4.6	%		2.4	%		600			1.0	%		98		(33.3	)%		6.1			1.8
Sacramento		6.7	%		4.8	%		12,400			1.5	%		4,324		37.5	%		2.9			1.4
Stockton		7.1	%		4.1	%		4,800			2.5	%		1,167		15.9	%		4.1			1.3
Yuba-Sutter		6.8	%		4.1	%		2,000			5.3	%		183		1.1	%		10.9			1.8
Modesto		6.5	%		3.8	%		2,300			1.5	%		258		(8.8	)%		8.9			0.9
Central California
Visalia-Porterville		7.3	%		5.6	%		(800	)		(0.7	)%		700		(20.1	)%		(1.1	)		2.3
Fresno		4.3	%		2.5	%		1,000			0.3	%		2,103		11.9	%		0.5			1.5
Bakersfield		8.2	%		6.3	%		4,300			1.7	%		2,337		19.4	%		1.8			2.2
Hanford-Corcoran		4.8	%		3.3	%		1,100			3.1	%		215		(38.4	)%		5.1			4.4
Southern California
Riverside-San Bernardino		7.0	%		4.4	%		10,500			0.9	%		8,262		45.2	%		1.3			3.4
Las Vegas
Las Vegas		9.6	%		6.9	%		20,300			2.4	%		8,695		17.4	%		2.3			4.3
Phoenix
Phoenix		5.1	%		4.0	%		41,600			2.3	%		17,094		17.4	%		2.4			2.9
Salt Lake City
Salt Lake City		3.5	%		2.3	%		14,700			2.2	%		5,249		44.1	%		2.8			N/A	(3)
Provo-Orem		4.3	%		3.1	%		7,600			3.8	%		3,148		29.4	%		2.4			N/A	(3)
Ogden-Clearfield		N/A	(3)		N/A	(3)		6,100			3.0	%		2,279		(16.3	)%		2.7			N/A	(3)
San Antonio
San Antonio		4.6	%		3.5	%		10,800			1.2	%		7,917		(0.6	)%		1.4			4.0


Woodside Markets Average/Total		6.0	%		4.1	%		139,300			1.8	%		64,029		13.5	%		3.4			2.5
United States		5.5	%		4.3	%		2,293,000			1.7	%		958,000		18.0	%		2.3			5.1

The Riverside-San Bernardino MSA, often referred to as California's Inland Empire, is composed of Riverside and San Bernardino counties, located inland of Southern California's coastal region. With more than 4.4 million people and nearly 1.4 million households as measured by the Census Bureau, the metropolitan area represents a significant portion of the Southern California demographics. While maintaining its own economy, the Riverside-San Bernardino metropolitan area is considered a "bedroom" community because it provides a significant number of employees to businesses in the neighboring coastal counties of Los Angeles, Orange and San Diego. The housing recovery in the Inland Empire lagged that of Southern California's coastal markets, but solid fundamentals are in place to support continued home sales volume and price growth in this market. Because of the relative availability of land for traditional single-family detached lots, the Inland Empire will continue to be an important market for new single-family detached homebuilding activity in the greater Southern California region for years to come. The market also possesses opportunities for repositioning homes or other property types in older, established areas that are gentrifying.

The Inland Empire's housing fundamentals continue to be favorable, which bodes well for future price appreciation in this market over the next three years. The John Burns Real Estate Consulting Housing Cycle Risk Index overall housing market fundamentals grade for this region has improved substantially since bottoming in 2008 as a result of improving fundamentals across the board. The improvement in the supply fundamentals is due to relatively low permit and resale inventory levels. The housing demand fundamentals have also strengthened as a result of improvement in job growth and home sales activity.

According to data compiled by the BLS, Riverside-San Bernardino has a payroll employment level of nearly 1.2 million workers, and job growth is positive once again after the metropolitan area lost 147,000 jobs (11.6%) between 2008 and 2010. Among the Southern California markets, Riverside-San Bernardino experienced the largest overall job loss on a percentage basis during the recession. JBREC expects job growth ranging from 24,700 to 34,000 new jobs (2.1% to 2.9% annual growth) per year from 2014 to 2016.

The largest employment sector in the metropolitan area as measured by the BLS is the Trade, Transportation and Utilities sector (25.5%), followed by the Government sector (18.9%), Education and Health Services sector (12.8%), and the Leisure and Hospitality sector (12.0%). Riverside-San Bernardino has a significantly higher concentration of jobs in the Trade, Transportation, and Utilities sector than the nation as a whole. Conversely, the metropolitan area has a lower overall concentration of jobs in the employment sectors that are considered to be higher-paying, such as Professional and Business Services and Financial Activities, than the national average.

Population growth has slowed in Riverside-San Bernardino since the housing downturn, but still remains positive. According to data compiled by Moody's Analytics, the population growth for the twelve months ended November 2013 was 46,600 people (1.1% growth), which was down from average annual growth levels of 2.9% from 1998 through 2007. Similarly, the household growth for the twelve

months ended November2013 was just 18,600 households (1.4% growth) following a decade of 2.6% average annual growth. JBREC estimates population growth should average 1.1% and household growth should average 1.8% per year from 2014 - 2016.

As of November 2013, the median household income in Riverside-San Bernardino was $54,002 as measured by Moody's Analytics, which is just below the national average. The median income peaked above $57,400 in 2008, and declined from 2009 through 2011. JBREC assumes average growth in the median income of 2.8% per year from 2014 through 2016.

According to data compiled by DataQuick, existing home sales activity declined in recent years following a temporary increase in 2008 and 2009 stimulated by tax credits, but is positioned for a rebound. In the twelve months ended November 2013, sales had reached 65,241 transactions, representing a nearly 63% increase from the 2007 market trough of 39,946 transactions. Following the increase in sales activity in 2008 and 2009 referenced above, the existing home sales volume in Riverside-San Bernardino slowed in 2010 and 2011 as the tax credits began to expire and the number of homes on the market began to decline. JBREC forecasts steady improvement to 82,900 transactions by 2016. The median existing home price declined nearly 58% from 2006 to 2009 as sales activity moved to the lower price points and home values depreciated. The median existing home price has trended up since 2011 and is similar to levels seen in early 2004.

The new home sales activity in Riverside-San Bernardino is quickly rising from trough levels in 2011 according to DataQuick, and JBREC expects new home sales activity to further increase as both demand and supply return to the market. New home sales totaled 6,537 in the twelve months ended November 2013, and are substantially lower than the 2005 peak of more than 39,600 new home transactions. JBREC forecasts new home sales to rise to 11,000 by 2016, which remains well below this market's historical peak. The median new home price is rapidly rising after two years of little to no growth from 2009 through 2011. However, new home prices in this environment of compressed new home sales volume can be heavily influenced by the mix of home types being sold at any given time. As a result, resale home prices are a better indication of housing market trends in the Inland Empire.

Resale home values in the Riverside-San Bernardino MSA increased sharply during the twelve months ended November 2013, following five years of declining values, according to the Burns Home Value Index. The index shows that resale home values in the MSA grew by 27.2% during the twelve months ended November 2013. JBREC forecasts home values to rise by 7.0% in 2014 and 4.4% in 2015, with annual appreciation trailing off to 2.5% in 2016.

According to the Census Bureau, Riverside-San Bernardino's homebuilding permit activity rose steadily during the twelve months ended November 2013, but was still only approximately one-sixth of the highest level of permits pulled during the mid-2000s. The trough of the market for construction activity occurred in 2011 at 4,736 total homebuilding permits, which was just 9% of the nearly 51,500 homebuilding permits issued in 2004. During the twelve months ended November 2013, Riverside-San Bernardino issued 8,262 homebuilding permits, which is slightly less than the demand for new housing construction generated by the recent improvement in employment growth. Over the

30-year period from 1983 through November 2013, 80% of the homebuilding permits issued in the Inland Empire were for single-family detached homes.

Demand for new housing slightly exceeded the new supply being added to the market for the twelve months ended November 2013. According to data compiled by the Census Bureau and the BLS, the employment growth to homebuilding permit ratio for the twelve months ended November 2013 was 1.3, as compared to the 1.4 average ratio for the market from 1991 through 2007. JBREC expects this

ratio to average 2.4 new jobs for each new housing permit from 2014 through 2016 as job growth continues to improve and permit activity remains relatively low.

Resale listings in Riverside-San Bernardino are very low, causing the resale market to become more competitive and leading to increases in prices. As of December 2013, Riverside-San Bernardino had 18,650 homes listed on the market, which represented an increase of 12% from the prior year. But, at their peak in 2007, listings surpassed 64,000 homes on the market. The level of listings in December 2013 equated to only 3.4 months of supply, based on existing home sales activity during the twelve months ended November 2013, representing a significant drop from the more than 18 months of supply in early 2008. A 6.0 month supply is considered equilibrium for most markets.

In addition to the limited resale supply in the market, pre-foreclosure notices have been rapidly trending downward. Pre-foreclosure notices are an indicator of future distressed home sales. According to RealtyTrac, in the twelve months ended December 2013, nearly 15,000 pre-foreclosure notices had been issued, representing a 60% decline from the prior year and an 85% decline from the peak in 2009.

While the level of future distress is declining, there remains a relatively high level of distressed homes that are not yet on the market. JBREC estimates that as of September 2013, shadow inventory amounted to approximately 36,800 homes, or 6.1 months of supply. This is nearly two times the level of

listings that are currently on the market. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be affected.

When comparing the cost of home ownership dating back to 1981 with the median household income, affordability conditions in the Riverside-San Bernardino market reached their historical best level in early 2012. Affordability has weakened rapidly since 2012 due to rising prices and rising mortgage rates and has now reached the market's historical average. JBREC expects affordability conditions in the Inland Empire to continue to worsen through 2016 as prices and mortgage rates continue to increase.

In summary, Riverside-San Bernardino is one of the largest new housing markets in California and has numerous submarkets, all with unique characteristics (similar to the greater Los Angeles MSA). While this housing market has been impacted significantly by the distress of the recent downturn and is slightly lagging the neighboring Southern California housing markets in the recovery, the longer term prospects for homebuilders in the Inland Empire are positive due to recent low levels of new supply, availability of land, and returning job growth.

The Visalia-Porterville metro consists of Tulare County, and is located in the San Joaquin Valley, near the geographic center of California. The city of Visalia is the administrative center, or seat of government, for Tulare County, and serves as an economic and governmental center to one of the most productive agricultural counties in the country. Agriculture is the primary industry in the metro area, with major crops and livestock that include grapes, olives, cotton, citrus, and nursery products.

Significant manufacturing sectors include distribution and manufacturing facilities for items such as electronics and paper products. The housing market was hit especially hard during the most recent downturn, as resale prices fell 49% from the peak in2005 to the trough in 2011. However, market conditions have recovered rapidly since.

The housing fundamentals of the Visalia-Porterville metro have shown considerable improvement in recent years, based on improvement in affordability and gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The affordability fundamentals are good, with prices comparable to 2003-2004 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain strong through 2016, fundamentals will weaken slightly over the next several years as price and interest rate increases will outpace income growth.

There are 111,000 non-farm payroll jobs in the Visalia-Porterville metro area as of November 2013, and employment growth turned positive in 2011 and 2012 after job losses in 2009 and 2010. The metro area lost 8,000 jobs (7.0%) from 2009 through 2010. However, the Visalia-Porterville MSA added 3,100 jobs (2.9% growth) from 2011 to 2012. JBREC expects improving employment growth averaging nearly 2,700 jobs per year (2.4% annual growth) from 2014 through 2016.

In Visalia-Porterville, the largest sector of employment is Government (26%), followed closely by Trade, Transportation and Utilities (24%). The next band of employment sectors are Manufacturing (11%), Education and Health Services (10%), Professional and Business Services (9%), and Leisure and Hospitality (9%). Besides the County of Tulare, headquartered in Visalia, the largest employers in Visalia-Porterville include Kaweah Delta Health Care District, College of the Sequoias, Cigna HealthCare, and Josten's Commercial Printing. Not captured in the non-farm payroll data is a significant economy based on agriculture and livestock, especially dairy production, grapes, olives, cotton, and citrus. The MSA is one of the most productive agricultural regions in the nation and leads the nation in dairy production with more than $1.6 billion of production in 2012, according to the 2012 Tulare County Agriculture Crop and Livestock Report. It is important to note that recent job losses do

not take into the account the effect that the drought in the Central Valley may have had on farm jobs, which are considered non-payroll jobs and therefore aren't included in employment numbers.

The population and number of households continue to grow at a relatively steady pace in the Visalia-Porterville MSA, with continued growth expected in the near term. Over the twelve months ended November 2013, the population rose to 463,700 adding an estimated 9,000 residents (2.0% growth) from one year prior. JBREC anticipates annual population growth of approximately 8,300 (1.8% growth) and annual household growth of approximately 3,100 (2.2% growth) for 2014 through 2016.

As of November 2013, the median household income in the Visalia-Porterville metro area was $42,016, increasing from the dip from 2009 through 2012, but still below the peak of $43,950 in 2008. JBREC expects continued increases in incomes, with average growth of 2.5% for 2014 through 2016.

Existing home sales in the Visalia-Porterville metro area have begun to level off following a steady increase from the trough in 2007 to 2011. In the twelve months ended November 2013, existing home sales for the area slipped to 4,395, down 3.3% versus the twelve-month period ending November 2012, but up 59% from the trough in 2007. Existing home sales remain well below the peak level of 6,226 transactions in 2005. JBREC expects resale sales to reach 5,000 transactions in 2015 and 2016. The median existing single-family detached home price declined by 49% from the peak in 2006 to the trough in 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $145,000, which was up 12% from November 2012.

The new home sales volume in the Visalia-Porterville MSA continues to decline, but at a decelerating pace. During the twelve months ended November 2013, new home sales fell to 584 transactions, and are at levels last seen in the early-1990s. By comparison, new home sales in the MSA reached 2,105 in 2007, and surpassed 1,000 transactions per year for ten consecutive years from 1999 through 2008, indicating the potential new home demand in this metro area. JBREC projects new home sales will reach 700 transactions in 2014 and 1,000 transactions in 2016. The median new home price as of November 2013 was $219,500, which was down 9% from November 2012, and still far below the peak of $313,000 attained in 2006. The median new home price can be heavily influenced by the mix of home types and sizes being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Visalia MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 15.1% during the twelve months ended November 2013, JBREC forecasts existing home values to rise by 7.3% in 2014, 5.6% in 2015, and 3.1% in 2016. The predicted slowing in home value appreciation is based on the current decrease in affordability conditions resulting from the combination of steadily increasing prices and rising mortgage rates.

Single-family residential construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Because of the availability of land suitable for single-family detached residential development and relative affordability of for-sale housing, new single-family construction has tended to be higher than multifamily construction in the Visalia-Porterville area. Single-family homebuilding permits had fallen to a total of 544 units in 2012, but rose to 642 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 2,900 units in 2005. Single-family homebuilding permits are expected to rise to 1,300 in

2016, which is still well below peak levels. Multifamily permits totaled only 58 during the twelve months ended November 2013 and are projected to rise to 200 units in 2016.

The demand currently being generated for housing is lower than the new supply being added to the market, with a job decline in the twelve months ended November 2013. However, job growth is expected to outpace homebuilding activity through 2016 with an employment growth-to-permit ratio averaging 2.1 for 2014 through 2016.

Resale listings in the Visalia-Porterville metro area remain low, despite rising steadily through most of 2013. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 828 homes listed on the market, which represented a 22% increase from one year prior. The December 2013 level of listings translates to only 2.3 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in March 2008 constituted 8.9 months of supply. Given the low levels of inventory, existing homes are being quickly purchased when they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices continue to decline in the Visalia-Porterville metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, just over 1,150 notices were issued, representing a 56% decline from one year prior and a 78% decline from the peak in 2009.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not on the market. JBREC estimated the shadow inventory as of September 2013 at 2,893, or about 7.9 months of supply. This level of shadow inventory is a more than three times the very low level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be materially negatively impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions are good in relation to history in the Visalia-Porterville metro area. JBREC estimates that affordability conditions reached their historical best level in late 2011 and early 2012 and have gradually weakened since due to price and mortgage rate increases. Affordability will continue weakening through 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Visalia-Porterville metro area remain good. Prices are relatively low and, at the same time, mortgage rates remain near historic lows. The combination of overcorrected prices, low mortgage rates and low levels of homes for sale supports a cyclic recovery and optimism regarding home prices and new home construction in this market. Stronger job growth will need to return to the metro in order for the housing market to fully recover from the most recent market downturn.

The Fresno metropolitan area, consisting entirely of the County of Fresno, is located in the Central Valley of California, south of Stockton and north of Bakersfield. This metro has 962,500 residents and 303,700 households. The city of Fresno, which is the county seat, is the fifth largest city in California by population. The Fresno MSA is located in the center of the San Joaquin Valley, widely touted as the most agriculturally rich region in the United States. Agriculture is the primary industry in the metro area, with major crops and livestock that include grapes, cotton, almonds, tomatoes, and cattle. The housing market was hit especially hard during the most recent downturn, as resale prices fell 53% from 2006 to 2011. However, market conditions have recovered rapidly since.

The housing fundamentals of the Fresno metro have shown substantial improvement since a low point in 2008, based largely on gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The improvement in the overall fundamentals is the result of improving job growth, better than normal affordability, and the turning of the business cycle. The affordability fundamentals are good, with prices comparable to 2003 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain favorable through 2016, fundamentals will weaken steadily over the next several years as price and interest rate increases will outpace income growth.

There are 288,400 non-farm payroll jobs in the Fresno metro, and employment growth turned positive in 2011 after job losses from 2008 through 2010. The metro area lost 26,900 jobs (8.8%) from 2008 through 2010. However, since then, the Fresno MSA has been slowly growing, adding 1,000 jobs (0.3% growth) from December 1, 2012 through November 30, 2013. JBREC expects improving employment growth averaging 6,933 jobs per year (2.4% annual growth) from 2014 - 2016.

The employment distribution in Fresno is similar to the country as a whole, with some notable exceptions. The largest non-farm sector of employment is Government (22.2%), followed by Trade, Transportation and Utilities (20.6%), and Education and Health Services (14.9%). Fresno generally has a lower concentration of employment in higher-income sectors, such as Professional and Business Services and Financial Activities, than the country as a whole. The city of Fresno serves as the economic hub of Fresno County and California's San Joaquin Valley. Besides various governmental agencies, the largest employers in the Fresno MSA include Kaiser Permanente, Pelco by Schneider Electric, and Foster Farms. The unincorporated area and rural cities surrounding the city of Fresno remain predominantly tied to large-scale agricultural production. It is important to note that recent job growth does not take into the account the effect that the drought in the Central Valley may have on farm jobs, which are considered non-payroll jobs and therefore aren't included in employment numbers.

The population and number of households continue to grow at a relatively steady pace in the Fresno MSA, with continued growth expected in the near term. Over the twelve months ended November 30, 2013, the population rose to 962,500, adding 9,500 (1.0%) residents from a year prior.

JBREC anticipates annual population growth of approximately 9,967 (1.0% growth) and annual household growth of approximately 4,567 (1.5% growth) for 2014 through 2016.

As of November 2013, the median household income in the Fresno metro area was $44,591, increasing from the most recent trough of 2011 and 2012, but still below the peak of $46,094 in 2007. JBREC expects continued increases in incomes, with average annual growth of 3.2% for 2014 through 2016.

Existing home sales in the Fresno metro area are down slightly from a year ago due primarily to limited inventory. In the twelve months ended November 30, 2013, existing home sales for the area slipped to 9,298, down 3% versus the 12 month period ending November 30, 2012, but up 46% from the trough in 2007. At the November 2013 rate, existing home sales were still well below the peak level of 14,395 in 2005. JBREC expects resale sales to reach 10,100 transactions in 2014 and 11,500 transactions by 2016. The median existing single-family detached home price declined by 51% between 2006 and 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $190,500, which was up 31% from November 2012.

The new home sales volume during the twelve months ended November 30, 2013 increased sharply following six years of decline in the Fresno MSA, but remains well below the boom years. New home sales transactions totaled 1,502 for the twelve months ended November 30, 2013, which was up 26% from a year prior. By comparison, new home sales in the MSA reached 4,679 in 2006, and surpassed 3,000 transactions per year for five consecutive years from 2003 through 2007, indicating the strength of the boom in this market. JBREC projects new home sales will reach 2,000 transactions in 2014 and 2,900 transactions by 2016. The median new home price as of November 2013 was $289,750, which was up 24% from November 2012, but still far below the peak of $351,188 attained in 2006. The median new home price can be heavily influenced by the mix of home types and sizes being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Fresno MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 19.4% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 4.4% in 2014, 2.5% in 2015, and 1.4% in 2016. The predicted home value appreciation is based on the over-correction of the housing cycle on the downside, favorable affordability conditions resulting from the combination of relatively low prices and low mortgage rates, and an expected improvement in job growth.

Single-family construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Because of the availability of land suitable for residential development, new single-family construction has tended to be higher than multifamily construction in the Fresno area. Single-family homebuilding permits had fallen to a total of 1,289 units in 2011, but rose to 1,789 over the twelve months ended November 2013. By comparison, single-family

homebuilding permits topped 5,000 units in 2004 and 2005. Single-family homebuilding permits are expected to rise to 3,400 in 2016, which is still well below peak levels. Multifamily permits totaled only 314 during the twelve months ended November 2013 and are projected to rise to 420 units by 2016.

The demand being generated for housing is less than the new supply being added to the market, with job growth in the twelve months ended November 2013 falling short of the number of homebuilding permits issued in that same time period. Job growth is expected to improve and outpace homebuilding activity through 2016 with an employment-to-permit ratio averaging 2.2 from 2014 - 2016.

Resale listings in the Fresno metro area are very low, despite rising steadily through most of 2013. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 1,178 homes listed on the market, which represented an 8% decrease from one year prior. The December 2013 level of listings translates to only 1.5 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in May 2008 constituted 10.2 months of supply. Given the low levels of inventory, existing homes are being quickly purchased when they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices are declining rapidly in the Fresno metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, just over 2,500 notices were issued, representing a 56% decline from one year prior and an 80% decline from the peak in 2009.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not yet on the market. JBREC estimated the shadow inventory as of September 2013 at 6,656, or about 7.7 months of supply. This level of shadow inventory is about three and a half times the very low level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions remain good in relation to history in the Fresno metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have rapidly weakened since due to price and mortgage rate increases. Affordability will continue weakening and

will reach the market's historical average by 2015 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Fresno metro remain good. Prices remain relatively low and, at the same time, mortgage rates remain near historic lows. The combination of tremendously low levels of new and resale homes for sale and expected continued job growth supports optimism regarding home prices and construction in this market through 2016.

The Bakersfield metropolitan area, comprised entirely of Kern County, is located at the southern end of the California Central Valley. The metro's economy is heavily linked to agriculture and to petroleum extraction. The metro accounts for one-tenth of overall U.S. oil production, and three of the five largest U.S. oil fields are located in the MSA (according to the U.S. Bureau of Land Management). There is also strong aviation, space, and military presence in the metro area, such as Edwards Air Force Base and China Lake Naval Air Weapons Station. The MSA's close proximity to mountain passes, primarily the Tejon Pass on Interstate Highway 5 between the Los Angeles metropolis and the central San Joaquin Valley, has made the city a transportation hub. In addition, the city of Bakersfield has grown by more than 400% since 1970, making it one of the fastest growing cities in California.

The housing fundamentals of the Bakersfield metro have shown considerable improvement in the last two years, based largely on gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The improvement in the overall fundamentals is the result of improving job growth, better than normal affordability, and the turning of the business cycle. The affordability fundamentals are favorable, with prices comparable to 2003-2004 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain

favorable through 2016, fundamentals will weaken steadily over the next several years as price and interest rate increases will outpace income growth.

There are 250,200 non-farm payroll jobs in the Bakersfield metro, and employment growth turned positive in 2011 after job losses from 2008 through 2010. The metro area lost 12,400 jobs (5.2%) from 2008 through 2010. However, since then, the Bakersfield MSA has been growing and added 4,300 jobs (1.7% growth) from December 2012 through November 2013. JBREC expects improving employment growth averaging 5,300 jobs per year (2.1% annual growth) from 2014 through 2016.

The largest non-farm sector of employment in the Bakersfield MSA is Government (24.0%), followed by Trade, Transportation and Utilities (19.4%), Construction (12.6%), and Education and Health Services (11.7%). The largest employer by far is the Edwards Air Force Base, employing over 11,000 people in the Bakersfield MSA. Beside governmental and educational organizations at various levels, other large employers in the metro include Giumarra Vineyards, Grunway Farms, and Wm. Bolthouse Farms. Not captured in the non-farm payroll data is a significant agricultural presence within the Bakersfield area, as Kern County is the fourth most productive agricultural county (by value) in the United States. However, it is important to note that recent job growth does not take into the account the effect that the drought in the Central Valley may have on farm jobs, which are considered non-payroll jobs and therefore aren't included in employment numbers.

The population and number of households continue to increase in the Bakersfield MSA, although growth is down significantly compared to the boom years in the mid-2000s. Over the twelve months ended November 2013, the population rose to 870,400, adding 9,300 (1.1%) residents from a year prior. JBREC anticipates average annual population growth of approximately 9,300 (1.1% growth) and average annual household growth of approximately 2,733 (1.0% growth) for 2014 through 2016.

As of November 2013, the median household income in the Bakersfield metro area was $49,330, increasing 5.4% from a year prior, and is now at the highest level in the market's history. JBREC expects continued increases in incomes, with average annual growth of 2.8% for 2014 through 2016.

Existing home sales in the Bakersfield metro area have steadily declined since 2011, primarily due to limited inventory levels. In the twelve months ended November 2013, existing home sales for the area slipped to 9,996, down 5% versus the twelve month period ending November 2012, but up 34% from the trough in 2007. At the November 2013 rate, existing home sales were still well below the peak level of 17,818 in 2005. JBREC expects resale sales to reach 13,700 transactions by 2016. The median existing single-family detached home price declined by 53% between 2007 and 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $173,250, which was up 33% from November 2012.

The new home sales volume during the twelve months ended November 2013 increased sharply following declining activity from 2007 through 2011 in the Bakersfield MSA. New home sales transactions totaled 1,708 for the twelve months ended November 2013, which was up 36% from a year prior. By comparison, new home sales in the MSA reached 5,765 in 2006, and surpassed 3,000 transactions per year for six consecutive years from 2002 through 2007, indicating the strength of the boom in the new home market. JBREC projects new home sales will reach 1,900 transactions in 2014 and 2,800 transactions by 2016. The median new home price as of November 2013 was $246,000, which was up 13% from November 2012, but still far below the peak of $327,188 attained in 2006. The median new home price can be heavily influenced by the mix of home types and sizes being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Bakersfield MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 22.8% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 8.2% in 2014, 6.3% in 2015, and 3.3% in 2016. The predicted home value appreciation is based on the over-correction of the housing cycle on the downside, and the current favorable affordability conditions resulting from the combination of relatively low prices and low mortgage rates.

Single-family construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Because of the availability of land suitable for residential development and the relative affordability of for-sale housing, new single-family construction has tended to be higher than multifamily construction in the Bakersfield area. Single-family homebuilding permits had fallen to a total of 712 units in 2011, but rose to 1,590 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 7,600 units in 2005. Single-family homebuilding permits are expected to rise to 3,300 in 2016, which is still well below peak levels. Multifamily permits totaled only 747 during the twelve months ended November 2013 and are projected to rise to 950 units by 2016.

The demand being generated for housing is greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by almost two to one. Job growth is expected to outpace homebuilding activity through 2015, with the employment-to-permit ratio falling to 1.0 by 2016.

Resale listings in the Bakersfield metro area remain very low, despite rising through most of 2013. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 1,854 homes listed on the market, which represented a 17% increase from one year prior. The December 2013 level of listings translates to only 2.2 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in March 2008 constituted 9.4 months of supply. Given the low levels of inventory, existing homes are being quickly

purchased when they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices are declining rapidly in the Bakersfield metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, just over 2,515 notices were issued, representing a 56% decline from one year prior and an 84% decline from the peak in 2009.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not yet on the market. JBREC estimated the shadow inventory as of September 2013 at 5,949, or about 6.0 months of supply. This level of shadow inventory is nearly three times the very low level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions remain good in relation to history in the Bakersfield metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have rapidly weakened since due to price and mortgage rate increases. Affordability will continue weakening through 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Bakersfield metro remain favorable. The combination of overcorrected prices, low mortgage rates and tremendously low levels of homes for sale supports a cyclic recovery and optimism regarding prices and construction in this market.

The Hanford-Corcoran metropolitan area, comprised of Kings County, is located in the San Joaquin Valley of California, south of Fresno and west of Visalia. This metro has 153,400 residents and 43,200 households as of November 2013. The city of Hanford is a prominent commercial center for the south central San Joaquin Valley. The Hanford-Corcoran MSA includes the Naval Air Station Lemoore, the Navy's largest master jet base, and three state prisons, which drive the government sector as a leading employer. The metro area's housing market was hit especially hard during the most recent downturn, as resale prices fell 42% from the peak in 2006 to the trough in 2011. However, market conditions have recovered in the last several years.

The housing fundamentals of the Hanford-Corcoran metro area have shown substantial improvement since a low point in 2009, based largely on gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The affordability fundamentals are good, with prices comparable to 2003-2004 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall housing market fundamentals will remain favorable through 2016, these fundamentals will begin to weaken over the next several years as price and interest rate increases will outpace income growth.

There are 36,600 non-farm payroll jobs in the Hanford-Corcoran metro area as of November 2013, and employment growth turned slightly positive in 2011 after job losses from 2009 through 2010. The metro area lost 2,000 jobs (5.3%) during 2009 and 2010. Job growth was minimal in 2011 and 2012, adding just 100 jobs in each year, but the MSA added 1,100 jobs (3.1% growth) in the 12 months from December 2012 through November 2013. JBREC expects improving employment growth averaging 700 jobs per year (1.9% annual growth) from 2014 through 2016.

Many residents in Hanford-Corcoran work at the Naval Air Station Lemoore, the Navy's largest master jet base, or for the one of the three state prisons located in Kings County. Therefore, by far the largest non-farm employment sector is Government (40%), followed by Trade, Transportation and Utilities (16%), Education and Health Services (13%), and Manufacturing (12%). Hanford-Corcoran generally has a lower concentration of employment in higher-income sectors, such as Professional and Business Services and Financial Activities, than the country as a whole. The city of Hanford serves as a major trading center serving the surrounding agricultural area. Besides various governmental agencies, the largest employers in the Hanford-Corcoran MSA include Adventist Health System, Del Monte Foods Co., Marquez Brothers International, and Central Valley General Hospital. It is important to note that recent job growth does not take into the account the effect that the drought in the Central Valley may have on farm jobs, which are considered non-payroll jobs and therefore aren't included in employment numbers.

The population and number of households are expected to grow at a relatively steady pace in the near term in the Hanford-Corcoran MSA. Over the twelve months ended November 2013, the population rose to 153,400, adding 1,300 (0.9%) residents from one year prior. JBREC anticipates annual population growth of approximately 1,400 (0.9% annual growth) and annual household growth of approximately 600 (1.4% annual growth) for 2014 through 2016.

As of November 2013, the median household income in the Hanford-Corcoran metro area was $45,763, which is an improvement from depressed levels from 2010 through 2012, but still below the peak of $47,109 in 2008. JBREC expects continued increases in incomes, with average annual growth of 2.7% for 2014 through 2016.

Existing home sales in the Hanford-Corcoran metro area are down slightly from one year ago, due in part to limited inventory. In the twelve months ended November 30, 2013, existing home sales for the area slipped to 1,121, down 6% versus the twelve month period ending November 2012, but up 151% from the trough in 2008. By comparison, the peak year for existing home sales in the MSA was 1,200 transactions in 2004. JBREC expects resale sales to reach 1,200 transactions in 2014 and remain at the same level for 2015 and 2016. The median existing single-family detached home price declined by 36% from the 2006 peak to the 2009 trough, representing the withdrawal of generous lending and a

correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $150,000, which was up 16% from November 2012.

The new home sales volume started to trend up in 2012 following six years of decline from 2005 through 2011 in the Hanford-Corcoran MSA, but remains well below peak levels for this market. New home sales transactions totaled 206 for the twelve months ended November 2013, which was up 49% from one year prior. By comparison, new home sales in the MSA reached 642 transactions in 2005, and surpassed 500 transactions per year for five consecutive years from 2003 through 2007, indicating the strength of the boom during this time period. JBREC projects new home sales will reach 300 transactions in 2014 and 400 transactions in 2015 and 2016. The median new home price as of November 2013 was $231,250, which was up 5% from November 2012, but still far below the peak of $304,202 attained in 2007. The median new home price can be heavily influenced by the mix of home types and sizes being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Hanford-Corcoran MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 15.1% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 4.8% in 2014, 3.3% in 2015, and 1.8% in 2016. The predicted home value appreciation is based on the over-correction of the housing cycle on the downside, favorable affordability conditions resulting from the combination of relatively low prices and low mortgage rates, and an expected improvement in job growth.

Single-family construction has slowly begun to increase from trough levels during the housing downturn, and stronger growth is projected in the near future. Because of the availability of land suitable for single-family detached residential development and the relative affordability of for-sale housing, new single-family construction has tended to be much higher than multifamily construction in the Hanford-Corcoran area. Single-family homebuilding permits had fallen to a total of 142 units in 2011, but rose to 210 units over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 1,000 units in 2005. Single-family homebuilding permits are expected to rise to 500 units in 2016, which is still well below peak levels. Multifamily permits totaled only 5 during the twelve months ended November 2013 and are projected to rise to 100 units by 2016.

The demand currently being generated for housing is greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing of the number of homebuilding permits issued in that same time period by more than five to one. Job growth is expected to improve and outpace homebuilding activity through 2016 with an employment-to-permit ratio averaging 1.3 from 2014 through 2016.

Resale listings in the Hanford-Corcoran metro area rose steadily through most of 2013. Increased supply could lead to less competitiveness and decreasing prices in the resale market. As of December 2013, the MSA had 408 homes listed on the market, which represented a 51% increase from one year prior. The December 2013 level of listings translates to 4.4 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in July 2008 constituted 11.8 months of supply. Given the moderate level of inventory, existing homes are being purchased relatively soon after they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices continue to decline in the Hanford-Corcoran metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, just over 380 notices were issued, representing a 45% decline from one year prior and a 71% decline from the peak in 2009.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not yet on the market. JBREC estimated the shadow inventory as of September 2013 at 863, or about 11.8 months of supply. This level of shadow inventory is about two times the level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be negatively impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions remain good in relation to history in the Hanford-Corcoran metro area. JBREC estimates that affordability conditions reached their historical best level in late 2012 and have weakened since due to price and mortgage rate increases. Affordability will continue weakening and

will get closer to the market's historical average by 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Hanford-Corcoran metro area remain favorable. Prices remain relatively low and, at the same time, mortgage rates remain near historic lows. The combination of low levels of new and resale homes for sale and an expected improvement in job growth supports optimism regarding home prices and new home construction in this market.

The Merced metropolitan area, consisting entirely of the County of Merced, is located in the Central Valley of California, north of Fresno and southeast of San Jose. This metro has 267,600 residents and 80,900 households. The Merced MSA is located in the center of the San Joaquin Valley, widely touted as the most agriculturally rich region in the United States. The economy has traditionally relied upon agribusiness and upon the presence of Castle Air Force Base. Over the past twenty years, more diversified industry has entered the area, including printing, fiberglass boat building, warehousing and distribution, and packaging industries. The housing market was hit especially hard during the most recent downturn, as resale home values fell 68% from the peak in 2005 to the trough in 2011. However, market conditions have steadily recovered since.

The housing fundamentals of the Merced metro have shown substantial improvement since a low point in 2008 and 2009, based largely on gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The improvement in the overall fundamentals is the result of improving job growth, better than normal affordability, and very low level of housing supply. The affordability fundamentals are good, with prices comparable to 2002 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain favorable through 2016, fundamentals will weaken steadily over the next several years as the increases of mortgage payments due to price and interest rate increases will outpace income growth.

There are 59,800 non-farm payroll jobs in the Merced metro, and employment growth turned positive in 2010 after job losses in 2008 and 2009. The metro area lost 3,500 jobs (5.9%) from 2008 through 2009. However, since then, employment has been growing modestly and the metro added 600 jobs (1.0% growth) from December 2012 through November 2013. JBREC expects improving employment growth averaging 1,000 jobs per year (1.7% average annual growth) from 2014 through 2016.

The largest non-farm sector of employment is Government (28.6%), followed by Trade, Transportation and Utilities (21.9%), and Manufacturing (14.2%). Merced generally has a lower concentration of employment in higher-income sectors, such as Professional and Business Services, Financial Activities and Information, than the country as a whole. Merced is home to the University of California Merced, which opened in 2005 and had over 6,000 students in the 2012-2013 school year. Besides various governmental and public agencies, the largest non-farm employers in the Merced metro include AT&T, McLane Pacific (grocery distribution), and SaveMart (Grocery Distribution). Not captured in the non-farm payroll data is a significant agricultural and food processing presence within Merced. In 2012, metro agriculture commodities grossed $3.28 billion. The leading agricultural commodities in the metro by 2012 production value are milk, almonds, cattle and chickens. It is important to note that recent job growth does not take into the account the effect that the drought in the Central Valley may have on farm jobs, which are considered non-payroll jobs and therefore aren't included in employment numbers.

The population and number of households continue to grow at a relatively steady pace in the Merced metro, with continued growth expected in the near term. Over the twelve months ended November 2013, the population rose to 267,600, adding 2,800 (1.1%) residents from a year prior. JBREC anticipates average annual population growth of 2,933 (1.1% per year growth) and average annual household growth of approximately 1,267 (1.5% per year growth) from 2014 - 2016.

As of November 2013, the median household income in the Merced metro area was $40,962, having increased 3.3% from a recent low of $39,670 in November of 2012, but still below the 2007 peak of $44,416. JBREC expects continued increases in incomes, with average annual growth of 3.0% for 2014 through 2016.

Existing home sales in the Merced metro area have been declining over the past four years. In the twelve months ended November 2013, existing home sales for the area slipped to 2,536, down 7.8% versus the twelve month period ending November 2012, but up 78.1% from the trough in 2007. JBREC expects resale sales to reach 3,100 transactions in 2014 and 3,500 transactions by 2016. The median existing single-family detached home price declined by 65.8% between 2007 and 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $150,000, which was up 22.4% from November 2012.

New home sales volume in 2012 increased 6.5% following six years of decline in the Merced MSA. During the twelve months ended November 2013, new home sales jumped up 50.6% from a year prior to 238 transactions, but remain well below the volume of transactions during the boom years. By comparison, new home sales in the MSA surpassed 2,000 transactions per year for three consecutive years from 2004 through 2006, indicating the strength of the housing boom at this time. JBREC projects new home sales will reach 300 transactions in 2015 and 400 transactions by 2016. The median new home price as of November 2013 was $179,000, which was down 8.9% from November 2012, and

54.1% from the peak of $390,188 in 2006. The median new home price can be heavily influenced by the mix of home types and sizes being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Merced MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 35.0% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 4.6% in 2014, 2.4% in 2015, and 1.3%

in 2016. The predicted slowing in home value appreciation is based on the current decrease in affordability conditions resulting from the combination of steadily increasing prices and rising mortgage rates in this price sensitive market.

Single-family construction has begun to rebound from trough levels during the housing downturn, with significant growth projected in the near future. Because of the availability of land suitable for residential development, new single-family construction has tended to be higher than multifamily construction in the Merced area. Single-family home building permits had fallen to a total of 71 units in 2012, but rose to 92 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 2,000 units for four consecutive years from 2003 to 2006. Single-family homebuilding permits are expected to rise to 500 in 2016, which is still well below peak levels. Multifamily permits totaled only 6 during the twelve months ended November 2013 and are projected to rise to 130 units by 2015.

The demand being generated for housing is greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by more than six to one. Job growth is expected to outpace homebuilding activity through 2016 with an employment-to-permit ratio averaging 2.3 for 2014 through 2016.

Resale listings in the Merced metro area are extremely low, despite rising steadily since early-2013. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 384 homes listed on the market, which represented a 60% increase from one year prior. The December 2013 level of listings translates to only 1.8 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in January 2008 constituted 15.5 months of supply.

Pre-foreclosure notices are declining rapidly in the Merced metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, just over 593 notices were issued, representing a 197% decline from one year prior and a 938% decline from the peak in 2008.

While the number of homes falling into pre-foreclosure is declining, there are a significant number of potential distressed homes that are not yet on the market. JBREC estimated the shadow inventory as of September 2013 at 1,658, or about 5.9 months of supply. This level of shadow inventory is about three and a half times the very low level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be materially impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions remain good in relation to history in the Merced metro area. JBREC estimates that affordability conditions reached their historical best level in mid-2011 and have rapidly weakened since due to price and mortgage rate increases. Affordability will continue weakening and

will approach the market's historical average by 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Merced metro remain good. Prices remain relatively low and, at the same time, mortgage rates remain near historic lows. The combination of tremendously low levels of new and resale homes for sale and an expected improvement in job growth supports optimism regarding prices and construction in this market.

The Sacramento-Arden-Arcade-Roseville metro consists of four counties: El Dorado, Placer, Sacramento and Yolo counties. Sacramento's status as the capital of California provides a large employment basis for solid middle-class households. This is a major metro area with more than 2.2 million residents and more than 836,000 households. Because of the relative availability of land and the low prices for housing in the area, this region experienced a great deal of construction and rapidly rising prices during the housing boom of the last decade. Sacramento has long benefited by coastal San Francisco Bay Area commuters and relocations. High prices and a lack of developable land in the Bay Area traditionally push buyers into the greater Sacramento area, although that benefit was muted during the housing downturn.

The housing fundamentals of the Sacramento metro have shown considerable improvement in the last year, based largely on gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The improvement in the overall fundamentals is the result of improving job growth, better than normal affordability, and the turning of the business cycle. The affordability fundamentals are good, with prices comparable to 2003-2004 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain strong through 2016, fundamentals will weaken slightly over the next several years as price and interest rate increases will outpace income growth.

There are 842,100 non-farm payroll jobs in the Sacramento metro, and employment growth turned positive in 2012 after job losses from 2008 through 2011. The metro area lost 94,400 jobs (10.5%) from 2008 through 2011. However, since then, the Sacramento MSA has been growing, adding 12,400 jobs (1.5% growth) from December 2012 through November 2013. JBREC expects improving employment growth averaging 16,500 jobs per year (1.9%) from 2014 through 2016.

Because Sacramento is the state capital, the largest sector of employment by far is Government (26.6%), followed by Trade, Transportation and Utilities (17.7%), Professional and Business Services (13.6%), and Education and Health Services (13.1%). Beside governmental and educational organizations at various levels, the largest private employers in Sacramento include Sutter Health, Kaiser Permanente, Intel, and Dignity Health. Not captured in the non-farm payroll data is a significant agricultural and food processing presence within Sacramento. As an example California produces more

than 2 million tons of rice annually and 95% of this is grown in the Sacramento Valley. The Port of West Sacramento handles large shipments of bagged rice and bulk rice for transportation to Asia, Europe and South America (California Rice Commission).

The population and number of households continue to grow at a relatively steady pace in the Sacramento MSA, with continued growth expected in the near term. Over the twelve months ended November 2013, the population rose to 2,227,200, adding 20,900 (0.9%) residents from a year prior.

JBREC anticipates population growth of approximately 22,700 (1.0% growth) and household growth of approximately 9,900 (1.2% growth) for 2014 through 2016.

As of November 2013, the median household income in the Sacramento metro area was $59,142, increasing from the trough of 2010 and 2011, but still below the peak of $61,139 in 2008. JBREC expects continued increases in incomes, with average growth of 3.1% for 2014 through 2016.

Existing home sales in the Sacramento metro area have steadily increased since 2011. In the twelve months ended November 2013, existing home sales for the area slipped to 34,799, down 3% versus the 12 month period ending November 2012, but up 61% from the trough in 2007. At the November 2013 rate, existing home sales were still well below the peak level of 50,459 in 2004. JBREC expects resale sales to reach 40,300 transactions by 2016. The median existing single-family detached home price declined by 51% between 2006 and 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $261,000, which was up 21% from November 2012.

The new home sales volume during the twelve months ended November 30, 2013 increased sharply following 6 years of decline in the Sacramento MSA, but remains well below the boom years. New home sales transactions totaled 3,228 for the twelve months ended November 2013, which was up 29% from a year prior. By comparison, new home sales in the MSA reached 16,635 in 2003, and surpassed 15,000 transactions per year for four consecutive years from 2002 through 2005, indicating the strength of the boom in this area. JBREC projects new home sales will reach 4,000 transactions in 2014 and 5,600 transactions by 2016. The median new home price as of November 2013 was $374,500, which was up 17% from November 2012, but still far below the peak of $466,000 attained in 2005. The median new home price can be heavily influenced by the mix of home types and sizes being sold at any given time. As a

result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Sacramento MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 21.5% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 6.7% in 2014, 4.8% in 2015, and 2.5% in 2016. The predicted home value appreciation is based on the current over-correction of the housing cycle on the downside, and the current high level of affordability conditions resulting from the combination of relatively low prices and low mortgage rates.

Single-family construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Because of the availability of land suitable for residential development, new single-family construction has tended to be higher than multifamily construction in the Sacramento area. Single-family homebuilding permits had fallen to a total of 1,873 units in 2011, but rose to 3,551 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 18,000 units in 2003 and 2004. Single-family homebuilding permits are expected to rise to 6,600 in 2016, which is still well below peak levels. Multifamily permits totaled only 773 during the twelve months ended November 30, 2013 and are projected to rise to 1,100 units by 2016.

The demand being generated for housing is greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by almost three to one. Job growth is expected to outpace homebuilding activity through 2016 with an employment-to-permit ratio averaging 2.5 for 2014 - 2016.

Resale listings in the Sacramento metro area are low, despite rising steadily through most of 2013. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 4,080 homes listed on the market, which represented a 54% increase from one year prior. But, the December 2013 level of listings translates to only 1.4 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in December 2007 constituted 7.8 months of supply. Given the low levels of inventory, existing homes are being quickly

purchased when they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices are declining in the Sacramento metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, just over 6,200 notices were issued, representing a 63% decline from one year prior and an 83% dcline from the peak in 2009.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not yet on the market. JBREC estimated the shadow inventory as of September 2013 at 17,117, or about 5.7 months of supply. This level of shadow inventory is a little more than three times the very low level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions are good in relation to history in the Sacramento metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have gradually weakened since due to price and mortgage rate increases. Affordability will continue weakening through 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Sacramento metro remain good. Prices are relatively low and, at the same time, mortgage rates remain near historic lows. The combination of overcorrected prices, low mortgage rates and tremendously low levels of homes for sale supports a cyclic recovery and optimism regarding prices and construction in this market.

The Stockton metropolitan division is comprised entirely of San Joaquin County, which is centrally located relative to both San Francisco and Sacramento. It is connected westward with the San Francisco Bay by the San Joaquin River's 78-mile channel, and is, with Sacramento, one of the state's two inland sea ports. In and around Stockton are thousands of miles of waterways and rivers that make up the California Delta. Historically an agricultural community, the Stockton MSA's economy has since diversified. Stockton was disproportionately affected by the collapse of the sub-prime lending market in 2007, with one out of every thirteen households receiving pre-foreclosure notices, according to RealtyTrac. From 2006 to 2011, resale home values in Stockton declined by 63%. In July 2012, Stockton became the largest city in U.S. history to file for bankruptcy protection until it was surpassed by Detroit in July 2013. The city approved a plan to exit bankruptcy in October 2013, and voters approved a sales tax that would help fund the exit in November 2013.

The housing fundamentals of the Stockton metro have shown considerable improvement since reaching a low point in 2007. The improvement in the overall fundamentals is the result of improving job growth, better than normal affordability, and the turning of the business cycle. The affordability fundamentals are good, with prices comparable to 2002-2003 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain favorable through 2016, affordability will weaken steadily over the next several years as price and interest rate increases will outpace income growth.

There are 197,700 non-farm payroll jobs in the Stockton metro as of November 2013, and employment growth turned positive in 2012 after job losses from 2008 through 2011. The metro area lost 24,200 jobs (11.4%) from 2008 through 2011. However, since then the Stockton MSA has been growing and added 4,800 jobs (2.5% growth) from December 2012 through November 2013. JBREC expects improving employment growth averaging 4,500 jobs (2. 3% annual growth) from 2014 through 2016.

Stockton's largest non-farm employment sector by far is Trade, Transportation and Utilities (26.6%), followed by Government (19.1%), Education and Health Services (15.1%), and Leisure and Hospitality (9.6%). The metro area boasts a healthy agricultural economy, which provides a degree of economic stability in the nation's most productive agricultural region, California's Central Valley. Beside governmental and educational organizations at various levels, the largest private employers in Stockton include St. Joseph's Medical Center, Diamond Foods, and Dameron Hospital. There are also many large companies with plant locations in the metro area, including Duraflame, Lipton, Nestle Foods, and H.J. Heinz. In recent years there has also been a significant expansion of call centers, light manufacturing, and backroom office operations in the region.

The population and number of households continue to grow at a relatively healthy pace in the Stockton MSA, with steady growth expected in the near term. Over the twelve months ended November 2013, the population rose to 717,600, adding 9,700 (1.4% growth) residents from one year prior. JBREC anticipates annual population growth of approximately 9,300 (1.3% growth) and annual household growth of approximately 4,100 (1.7% growth) from 2014 through 2016.

As of November 2013, the median household income in the Stockton metro area was $50,788, increasing from 2011 and 2012, but still below the peak of $54,711 in 2008. JBREC expects continued increases in incomes, with average annual growth of 3.0% from 2014 through 2016.

Existing home sales in the Stockton metro area have steadily decreased since 2009 as inventory levels have tightened. In the twelve months ended November 2013, existing home sales for the area slipped to 8,865, down 8% versus the twelve-month period ending November 2012, but up 79% from the trough in 2007. At the November 2013 rate, existing home sales were well below the peak level of approximately 13,500 sales in 2004 and 2005. JBREC expects resale sales to reach 9,300 transactions in 2014, and then decline to 8,500 transactions through 2016. The median existing single-family detached home price declined by 62% between 2006 and 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $215,000, which was up 19% from November 2012.

The new home sales volume during the twelve months ended November 2013 increased sharply following eight years of modest or declining growth in the Stockton MSA. New home sales transactions totaled 1,125 for the twelve months ended November 2013, which was up 31% from one year prior. By comparison, new home sales in the MSA reached 5,826 in 2004, and surpassed 3,000 transactions per year for seven consecutive years from 2000 through 2006, indicating the strength of the housing boom in this market. JBREC projects new home sales will reach 1,400 transactions in 2014 and 2,300

transactions in 2016. The median new home price as of November 2013 was $397,000, which was up 50% from November 2012, but still far below the peak of $514,400 attained in 2006. The median new home price can be heavily influenced by the mix of home types being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Stockton MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 32.4% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 7.1% in 2014, 4.1% in 2015, and 2.2% in 2016. The predicted home value appreciation is based on the over-correction of the housing cycle on the downside, and the current affordability conditions resulting from the combination of relatively low prices and low mortgage rates.

Single-family construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Because of the availability of land and the relative affordability of for-sale housing, new single-family construction has tended to be higher than multifamily construction in the Stockton area. Single-family homebuilding permits had fallen to 765 units in 2008, but rose to 1,095 over the twelve months ended November 2013. By comparison, single-family homebuilding permits reached nearly 7,000 units in 2003 and topped 6,000 units in 2004. Single-family homebuilding permits are expected to rise to 2,500 units in 2016, which is still well below peak levels. Multifamily permits totaled only 72 during the twelve months ended November 2013 and are projected to rise to 130 units by 2016.

The demand being generated for housing is currently greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by more than four to one. Job growth is expected to outpace homebuilding activity through 2016 with an employment-to-permit ratio averaging 2.3 from 2014 through 2016.

Resale listings in the Sacramento metro area remain very low, despite rising from trough levels in early 2013. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 977 homes listed on the market, which represented a 20% increase from one year prior. The December 2013 level of listings translates to only 1.3 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, resale inventory in February 2008 constituted 13.8 months of supply. Given the low levels of inventory, existing homes are being

quickly purchased when they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices are rapidly declining in the Stockton metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 31, 2013, 2,375 notices were issued, representing a 60% decline from one year prior and an 85% decline from the peak in 2009.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not on the market. JBREC estimated the shadow inventory as of September 2013 at 6,372, or about 7.5 months of supply. This level of shadow inventory is approximately five times the very low level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions remain good in relation to history in the Stockton metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have weakened since due to price and mortgage rate increases. Affordability will continue weakening through 2016 as home prices and mortgage rates rise, and will return to their historical median levels in 2016.

In summary, the housing fundamentals in the Stockton metro are relatively strong, as affordability is better than normal and inventory levels remain extremely low. In fact, the Stockton MSA resale market is one of the tightest of any MSA in the country as of December 2013. Despite the city of Stockton's recent bankruptcy, job growth and household growth has been healthy in the metro area, which should support improvement in housing demand over the next several years.

The Yuba-Sutter metropolitan area, comprised of Yuba and Sutter counties, is the 21st largest metropolitan area in California. Yuba City is the principal city of the Yuba-Sutter MSA, which is located approximately 40 miles north of Sacramento and is situated in the Sacramento Valley.

Agriculture is the largest industry in the Yuba-Sutter market, and the MSA is known as the prune capital of the world and boasts the largest dried fruit processing plant in the world. The Yuba-Sutter economy and housing market was hit particularly hard during the most recent downturn, with unemployment rising to nearly 20% in 2010 and home values falling 54% from the peak in 2005 to the trough in 2011. The housing market has improved significantly since 2011, but job growth has been relatively weak and the unemployment rate remains elevated at over 13% as of November 2013.

The housing fundamentals of the Yuba-Sutter metro have improved substantially since 2010, based largely on gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The improvement in the overall fundamentals is the result of improving job growth, better than normal affordability, and the turning of the business cycle. The affordability fundamentals are good, with prices comparable to 2003 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain strong through 2016, fundamentals will weaken over the next several years as price and interest rate increases will outpace income growth.

There are 39,400 non-farm payroll jobs in the Yuba-Sutter metro, and employment growth turned positive in 2012 after job losses from 2008 through 2010. The metro area lost 5,200 jobs (12.5%) from 2008 through 2010 and had no job growth in 2011. However, since then, the Yuba-Sutter economy has added 2,000 jobs (5.3% growth) from December 2012 through November 2013. Even with the improvement in job growth, the unemployment rate remains significantly higher than the state as a whole. JBREC expects steady employment growth averaging 800 jobs per year (2.1% annual growth) from 2014 through 2016.

The largest non-farm sector of employment by far is Government (27.4%), followed by Trade, Transportation and Utilities (22.3%), Education and Health Services (14.7%), and Leisure and Hospitality (11.4%). Beside governmental and educational organizations at various levels, the largest private employers in the Yuba-Sutter MSA include Walmart, Sam's Club, and Raley's/Bel Air. Not captured in the non-farm payroll data is a significant agricultural and food processing presence within the metro. Yuba-Sutter is home to the largest dried fruit processing plant in the world, Sunsweet Growers Incorporated.

The population and the number of households are growing at a relatively weak pace in the Yuba-Sutter MSA, with growth expected to pick up slightly through 2016. Over the twelve months ended November 2013, the population rose to 168,300, adding just 200 residents (0.1%) from one year prior. JBREC anticipates annual population growth of approximately 333 (0.2% growth) and annual household growth of approximately 400 (0.7% growth) for 2014 through 2016.

As of November 2013, the median household income in the Yuba-Sutter metro area was $45,919, increasing 4.4% from one year prior, but still below the peak of $46,606 in 2008. JBREC expects continued increases in incomes, with average annual growth of 4.1% from 2014 through 2016.

Existing home sales in the Yuba-Sutter metro area have been relatively consistent since 2008. In the twelve months ended November 2013, existing home sales for the area slipped slightly to 2,159,

down 4% versus the 12-month period ending November 2012, but up 68% from the most recent trough in 2007. At the November 2013 rate, existing home sales were still below the peak level of 2,581 in 2005. JBREC expects resale sales to remain relatively unchanged through 2016. The median existing single-family detached home price declined by 48% between 2005 and 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $196,000, which was up 40% from November 2012.

The new home sales volume during the twelve months ended November 2013 declined in the Yuba-Sutter MSA, and is close to trough levels seen in 2010 and 2011. New home sales transactions totaled just 131 for the twelve months ended November 2013, which was down 22% from one year prior. By comparison, new home sales in the MSA reached 2,644 in 2005, and surpassed 1,000 transactions per year for three consecutive years from 2004 through 2006, indicating the strength of the boom in the housing market during this period. JBREC projects new home sales will reach 300 transactions in 2014 and 500 transactions in 2016. The median new home price as of November 2013 was $250,000, which was up 25% from November 2012, but still far below the peak of $347,875 attained in 2006. The median new home price can be heavily influenced by the mix of home types and sizes being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Yuba-Sutter MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. Home values fell 54.4% from the peak in 2005 to the trough in 2011, but have been trending up rapidly since. After growing 34.6% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 6.8% in 2014, 4.1% in 2015, and 2.2% in 2016. The predicted home value appreciation is based on the over-correction of the housing cycle on the downside, and the current favorable affordability conditions resulting from the combination of relatively low prices and low mortgage rates.

Single-family construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Because of the availability of land suitable for residential development and the relative affordability of for-sale housing, new single-family construction has tended to be higher than multifamily construction in the Yuba-Sutter area. Single-family homebuilding permits had fallen to a total of just 78 units in 2011, but rose to 135 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 3,000 units in 2004. Single-family homebuilding permits are expected to rise to 600 in 2016, which is still well

below peak levels. Multifamily permits totaled only 48 during the twelve months ended November 2013 and are projected to rise to 90 units by 2015.

The demand being generated for housing is currently much greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by nearly eleven to one. Job growth is expected to outpace homebuilding activity through 2016 with an employment-to-permit ratio averaging 1.7 from 2014 through 2016.

Resale listings in the Yuba-Sutter metro area remain very low, despite rising from trough levels in early 2013. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 331 homes listed on the market, which represented a 44% increase from one year prior. The December 2013 level of listings translates to only 1.8 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in November 2007 constituted 11.9 months of supply. Given the low levels of inventory, existing homes are being quickly purchased when they come to market, either by investors or by households planning to occupy the residences.

Pre-foreclosure notices are declining rapidly in the Yuba-Sutter metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, 558 notices were issued, representing a 55% decline from one year prior and a 79% decline from the peak in 2009.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not on the market. JBREC estimated the shadow inventory as of September 2013 at 1,390, which is a little more than four times the very low number of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions are good in relation to history in the Yuba-Sutter metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have weakened since due to price and mortgage rate increases. Affordability will continue to weaken through 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Yuba-Sutter metro remain favorable, as prices remain relatively low and housing inventory is extremely limited. Also, job growth is outpacing building permits by a substantial margin in the MSA, which supports further price appreciation in the near term. However, the high level of unemployment will need to improve before construction activity grows to levels seen from 2001 through 2007.

The Modesto metropolitan area, comprised of Stanislaus County, is the 18th largest metropolitan area in California. Modesto is located in the Central Valley area, approximately 90 miles north of Fresno and 80 miles east of San Francisco. Surrounded by farmland, Modesto ranks among the top California counties in farm production, led by milk, almonds, chickens, walnuts, and corn silage. The Modesto economy and housing market was hit particularly hard during the most recent downturn, with unemployment rising to nearly 17% in 2009 and resale home prices falling 64% from the peak in 2005 to the trough in 2011. However, the housing market has improved since 2011, with job growth increasing in 2012 and 2013.

The housing fundamentals of the Modesto metro have improved substantially since the lows of 2006 and 2007, based largely on improvement in affordability and gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The improvement in the overall housing fundamentals is the result of improving job growth, better than normal affordability, and the turning of the business cycle. The affordability fundamentals are good, with prices comparable to 2002-2003 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall housing fundamentals will remain favorable over the next several years, fundamentals will begin to weaken as price and interest rate increases will outpace income growth.

There are 151,900 non-farm payroll jobs in the Modesto metro as of November 2013, and employment growth turned positive in 2012 after job losses from 2008 through 2011. The metro area lost 14,100 jobs (8.8%) from 2008 through 2011. However, since then, the Modesto economy has been growing and added 2,300 jobs (1.5% growth) from December 2012 through November 2013. JBREC expects steady employment growth averaging more than 2,600 jobs per year (1.7% annual growth) from 2014 through 2016.

The largest non-farm sector of employment is Trade, Transportation, and Utilities (24%), followed by Government (17%), Education and Health Services (16%), and Manufacturing (13%). Beside governmental and educational organizations at various levels, the largest private employers in the Modesto MSA include E & J Gallo Winery, Memorial Medical Center, Seneca Foods, Doctors Medical Center, Stanislaus Food Products, Kaiser Permanente, and Del Monte Foods. Not captured in the non-farm payroll data is a significant agricultural industry, which is based on the fertile farmland

surrounding the city. It is important to note that recent job growth does not take into the account the effect that the drought in the Central Valley may have on farm jobs, which are considered non-payroll jobs and therefore aren't included in employment numbers.

The population and the number of households are growing at a relatively steady pace in the Modesto MSA, with growth expected to increase through 2016. Over the twelve months ended November 2013, the population rose to 526,800, adding approximately 4,000 residents (0.8% growth)

from one year prior. JBREC anticipates annual population growth of approximately 5,900 (1.1% growth) and annual household growth of approximately 3,000 (1.7% growth) for 2014 through 2016.

As of November 2013, the median household income in the Modesto metro area was $49,607, increasing 4.0% from one year prior, but still below the peak of $51,581 in 2007. JBREC expects continued increases in incomes, with average annual growth of 2.7% from 2014 through 2016.

Following a surge in existing home sales in 2008 and 2009 that was driven by the sale of distressed homes, the existing home sales volume in the Modesto metro area has begun to steadily decline. In the twelve months ended November 2013, existing home sales for the area slipped to 6,521 transactions, down 11% versus the twelve-month period ending November 2012, but up 68% from the trough of the latest down cycle in 2007. By comparison, existing home sales peaked in 2005 at 10,159 transactions. JBREC expects resale sales to increase steadily through 2016. The median existing single-family detached home price declined by 62% from the peak in 2006 and the trough in 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $185,000, which was up 23% from November 2012.

The new home sales volume during the twelve months ended November 2013 increased following seven years of decline in the Modesto MSA, but remains very low in comparison to history. New home sales totaled 229 transactions for the twelve months ended November 2013, which is up 41% from one year prior. By comparison, new home sales in the MSA reached 4,313 transactions in 2005, and surpassed 2,500 transactions per year for five consecutive years from 2002 through 2006, indicating the strength of the boom in the housing market during this period. JBREC projects new home sales will reach 300 transactions in 2014 and 800 transactions in 2016. The median new home price as of November 2013 was $312,750, which was up 41% from November 2012, but still far below the peak of $457,069 attained in 2006. The median new home price can be heavily influenced by the mix of home types and sizes being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Modesto MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 32.6% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 6.5% in 2014, 3.8% in 2015, and 2.1% in 2016. The predicted home value appreciation is based on the over-correction of the housing cycle on the downside, and the current favorable affordability conditions resulting from the combination of relatively low prices and low mortgage rates.

Modesto area. Single-family homebuilding permits had fallen to a total of just 113 units in 2011, but rose to 235 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 4,000 units in 2004 and 2005. Single-family homebuilding permits are expected to rise to 1,000 units in 2016, which is still well below peak levels. Multifamily permits totaled only 23 units during the twelve months ended November 2013 and are projected to rise to 220 units in 2016.

The demand currently being generated for housing is significantly greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by a ratio of nearly nine to one. Job growth is expected to outpace homebuilding activity through 2016, with an employment growth-to-permit ratio averaging 3.0 from 2014 through 2016.

Resale listings in the Modesto metro area remain very low and have decreased from very high levels in 2007. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 480 homes listed on the market, which represented a

20% decrease from one year prior. The December 2013 level of listings translates to only 0.9 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in January 2008 constituted 13.5 months of supply. Given the low levels of inventory, existing homes are being quickly purchased when they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices continue to decline rapidly in the Modesto metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, slightly more than 1,600 notices were issued, representing a 63% decline from one year prior and an 86% decline from the peak in 2009.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not on the market. JBREC estimated the shadow inventory as of September 2013 at 4,772 homes which is more than nine times the very low number of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be materially negatively impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions are good in relation to history in the Modesto metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have weakened since due to price and mortgage rate increases. Affordability will continue weakening through 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Modesto metro remain favorable, as prices remain relatively low and housing inventory is extremely limited. Also, job growth is outpacing building permits by a substantial margin in the MSA, which supports further price appreciation in the near term. The combination of low levels of new and resale homes for sale and an expected improvement in job growth supports optimism regarding home prices and new home construction in this market.

The Las Vegas metropolitan area is one of the fastest growing MSA's in the United Sates and is the thirtieth-largest MSA by population. Las Vegas is an internationally renowned major resort city known primarily for gambling, shopping, fine dining, and nightlife and is the leading financial and cultural center for Southern Nevada. The city bills itself as The Entertainment Capital of the World, and is famous for its consolidated casino—hotels and associated entertainment. In addition, Las Vegas is also one of the top three leading destinations in the United States for business and trade conventions. The Las Vegas housing market was one of the hardest hit in the country during the market downturn from 2007 through 2011, but has since recovered rapidly. Following several years of declining employment, employment growth was relatively strong in 2013, which has resulted in a substantial decrease in the employment rate and a rise in household income.

The housing fundamentals of the Las Vegas metro have improved significantly since 2011, based largely on gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The improvement in the overall fundamentals is the result of improving job growth, better than normal affordability, and the turning of the business cycle. The affordability fundamentals are very good, with prices comparable to 2003 levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain strong through 2016, affordability will weaken slightly over the next several years as price and interest rate increases will outpace income growth.

There are 857,000 non-farm payroll jobs in the Las Vegas metro, and employment growth continues to improve steadily after job losses from 2008 through 2010. The metro area lost 124,400 jobs (13.4%) from 2008 through 2010. However, since then the Las Vegas MSA has been growing, adding 20,300 jobs (2.4% growth) from December 2012 through November 2013. JBREC expects improving employment growth averaging 22,500 jobs per year (2.5% annual growth) from 2014 through 2016.

Due to Las Vegas's status as a major tourist destination, the largest sector of employment by far is Leisure and Hospitality (31.1%), followed by Trade, Transportation and Utilities (19.6%), Professional and Business Services (13.0%), and Government (11.6%). The largest private employers in the Las Vegas MSA are hotels and casinos, including MGM Resorts, Cesars Entertainment, and Wynn Resorts. The majority of the large hotels and casinos are located on the Las Vegas Strip, which is an

approximately 4.2-mile stretch of Las Vegas Boulevard South. Fifteen of the world's 25 largest hotels by room count are on the Las Vegas Strip, with a total of over 62,000 rooms.

The population and number of households continue to grow at a steady pace in the Las Vegas MSA, with even stronger growth expected in the near term. Over the twelve months ended November 2013, the population rose to 2,059,000, adding 41,300 (2.0%) residents from a year prior. JBREC

anticipates annual population growth of approximately 63,700 (3.0% growth) and annual household growth of approximately 24,500 (3.1% growth) for 2014 through 2016.

As of November 2013, the median household income in the Las Vegas metro area was $51,346, increasing from 2012, but still well below the peak of $57,013 in 2008. JBREC expects continued increases in incomes, with average annual growth of 1.8% for 2014 through 2016.

Existing home sales in the Las Vegas metro area have been relatively steadily since 2009 after dropping sharply in 2007 and 2008. In the twelve months ended November 2013, existing home sales totaled 46,666, down 3% from the twelve months ended November 2012, but up 78% from the trough in 2007. At the November 2013 sales rate, existing home sales were still well below the peak level of 67,404 in 2004. JBREC expects resale sales to reach 50,100 transactions by 2015 and then decline slightly in 2016. The median existing single-family detached home price declined by 60% between 2006 and 2011, partially due to the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $175,000, which was up 25% from November 2012.

The new home sales volume during the twelve months ended November 2013 increased significantly in the Las Vegas MSA, but remains well below the boom years. New home sales transactions totaled 8,330 for the twelve months ended November 2013, which was up 17% from a year prior. By comparison, new home sales in the MSA reached 38,887 in 2005, and surpassed 20,000 transactions per year for nine consecutive years from 1999 through 2007, indicating the magnitude of the boom in this market. JBREC projects new home sales will reach 9,500 transactions in 2014 and 14,500 transactions by 2016. The median new home price as of November 2013 was $283,500, which was up 38% from November 2012, but still far below the peak of $324,000 attained in 2006. The median new home price can be heavily influenced by the mix of home types being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the relatively low level of new homes that are transacting.

Resale home values in the Las Vegas MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 29.6% during the twelve months ended November 2013, JBREC forecasts home values to rise by 9.6% in 2014, 6.9% in 2015, and 3.7% in 2016. The predicted home value appreciation is based on the over-correction of the housing cycle on the downside, and the current affordability conditions resulting from the combination of relatively low prices and low mortgage rates.

Single-family construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Because of the rapid recovery of the for-sale market and the availability of land for detached homes, new single-family construction has tended to be higher than multifamily construction in the Las Vegas area. Single-family homebuilding permits had fallen to 3,777 units in 2009, but rose to 7,111 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 30,000 units in 2004 and 2005. Single-family homebuilding permits are expected to rise to 13,500 in 2016, which is still well below peak levels. Multifamily permits totaled only 1,584 during the twelve months ended November 2013 and are projected to rise to 1,900 units by 2016.

The demand being generated for housing is greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by more than two to one. Job growth is expected to outpace homebuilding activity through 2016 with an employment-to-permit ratio averaging 1.8 annually from 2014 through 2016.

Resale listings in the Las Vegas metro area are lower than the metro's historical average, which could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 16,671 homes listed on the market, which represented a 4% decrease from one year prior. The December 2013 level of listings translates to only 4.3 months of supply, based on existing home sales activity over the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. In contrast, inventory in May 2008 constituted 14.2 months of supply. Given the low levels of inventory, existing homes are being quickly purchased when they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices rose slightly in the Las Vegas metro area in 2013. However, pre-foreclosure activity is down significantly from peak levels in 2009 and 2010, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress home sales. In the twelve months ended December 2013, just over 14,500 notices were issued, representing a 19% increase from one year prior and an 82% decline from the peak in 2009. Las Vegas is one of the few major metros where pre-foreclosure activity has increased over the last year.

While the number of homes falling into pre-foreclosure is declining, there is a significant number of potential distressed homes that are not yet on the market. JBREC estimated the shadow inventory as of September 2013 at 26,800, or about 7.2 months of supply. This level of shadow inventory is about one and a half times the low level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be negatively impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions remain good in relation to history in the Las Vegas metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have gradually weakened since due to price and mortgage rate increases. Affordability will continue weakening through 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the Las Vegas metro are favorable as affordability is better than normal and housing inventory remains somewhat limited. In addition, job growth has returned to the MSA and income levels are rising steadily, which further supports optimism regarding prices and new home construction in this market.

The Phoenix-Mesa-Glendale Metropolitan Area consists of Maricopa and Pinal counties. With 4.4 million people and 1.6 million households, Phoenix is the largest housing market in the state of Arizona. Phoenix is well-known as a retirement mecca and enjoys plenty of tourism, but is also ranked second in the country for solar power installations and is a manufacturing and distribution hub that

operates at a 40% savings from California locations (according to data from the Greater Phoenix Economic Council). Key cities in the MSA include Phoenix, Mesa, Scottsdale and Tempe.

The housing fundamentals in the Phoenix MSA have shown considerable improvement in recent years, which should contribute to home price appreciation through 2016. The Housing Cycle Risk IndexTM measures the health of the housing market based on the performance of 24 market fundamentals in relation to their own history, and has historically been a one- to three-year leading indicator for home price appreciation. The improvement in the overall fundamentals is due to the combination of significantly improved demand fundamentals as a result of improving job growth and healthy sales activity, and improved supply fundamentals as a result of low homebuilding permit and listings levels. The affordability fundamentals in Phoenix remain better than the market's historical average, but are steadily weakening as prices rise in this market.

There are more than 1.8 million non-farm payroll jobs in the Phoenix metro area, and employment growth resumed in 2011 after three years of losses from 2008 through 2010. The metro area lost 228, 500 jobs, or 11.9% from the 2007 peak of 1.9 million jobs. Over the twelve months ended November 2013, Phoenix has added 41,600 (2.3% growth) jobs. JBREC expects that Phoenix will add an average of 53,000 (2.9% annual growth) new jobs per year during 2014 through 2016.

Phoenix has a diverse employment distribution that resembles that of the nation as a whole, with some differences. The largest employment sector is the Trade, Transportation and Utilities sector, which accounts for 21% of the jobs in the metro. Phoenix has a larger combined concentration of jobs in the sectors that generally represent higher incomes: Professional and Business Services, Financial Activities and Information. The combination of these three sectors represents 26% of the jobs in the metro, versus 22% for the nation.

Metro business and political leaders are focused on development or expansion of several industry clusters, including renewable energy, biomedical/personalized medicine, advanced business services, manufacturing and distribution, data centers, emerging technology and aerospace and aviation. Several of these sectors capitalize on the many sunny, clear days each year and lower cost of doing business, which is reportedly 40% lower than California (according to data from the Greater Phoenix Economic Council). Top employers include city, county and state government, Bank of America, Wells Fargo, Raytheon, Arizona State University and Apollo Group, which is the parent company for Phoenix University and many other accessible education programs.

Population and household growth slowed in Phoenix during the recession, with an average of 61,840 people (1.5% growth) and 22,160 households (1.5% growth) added annually from 2008 through 2012. From November 2012 to November 2103, Phoenix population and households increased 125,600 (2.9% growth) and 44,400 (2.8% growth), respectively. JBREC expects strong population growth averaging 113,900 people (2.5% growth) and strong household growth averaging 48,100 households (2.9% growth) from 2014 through 2016.

The median household income is rising in the Phoenix metro, increasing 3.5% during the twelve months ended November 2013 to nearly $53,900. While the median household income is still below the peak of $55,700 in 2008, JBREC expects continued income growth of 2.3% in 2014 which will bring the median income to $54,600.

Phoenix's existing home sales volume has recovered significantly from the low in 2008, but remains below the peak in 2005. There were 97,244 existing homes sold during the twelve months ended November 2013, which was 60% higher than the trough of 60,633 transactions in 2008. JBREC forecasts that existing home sales will reach 100,600 transactions in 2015 followed by a slight decline in 2016.

The median existing single-family home price rose 17% during the twelve months ended November 2013 to $190,000, following five years of declining or weak prices. From the 2006 peak to the 2011 trough, the median existing single-family detached home price declined by 54% as a result of sales activity shifting to lower price points, as well as a loss of value. The median home price as of $190.000 as of November 2013 is on par with the median price in late 2004 for this market.

New home sales activity also increased in Phoenix during the twelve months ended November 2013, and JBREC forecasts continued sales growth for the next several years. New home sales transactions totaled 11,992 for the twelve months ended November 2013, which was up 5.2% from a year prior. JBREC projects that new home sales activity should increase to 25,500 transactions by 2016, which would still be well below levels seen in the mid-2000s.

Low resale and new home inventory levels paired with recovering demand are driving new home prices higher, as consumers want to take advantage of low mortgage rates and good affordability. DataQuick indicates the November 2013 median price for new homes was $276,672. The median new home price rose 19% during the twelve months ended November 2013 and is up 49% from the median

price in 2009. The median new home price can be heavily influenced by the mix of home types being sold and, as a result, resale home prices are a better indication of market trends.

Phoenix resale home values rose 13.4% during the twelve months ended November 2013, following a 20.8% increase in 2012. These gains offset five years of declining values from 2007 through 2011, during which time resale home values declined 51.8% from the 2005 peak, according to JBREC's Burns Home Value IndexTM. JBREC forecasts Phoenix resale home values to rise by 5.1% in 2014, 4.0% in 2015, and 2.2% in 2016.

Single-family homebuilding permit activity in the Phoenix metro continues to rise from very low levels, and JBREC forecasts volume to grow in 2014 as the demand for housing increases. Single-family homebuilding permits totaled 12,549 in the twelve months ended November 2013, rising from 7,212 units at the low point of the cycle in 2010. JBREC forecasts that single-family homebuilding permits will reach 29,000 issuances by 2016, which would be the highest level since 2006 in this market.

The pace of job growth is ahead of permit activity in Phoenix, resulting in current demand outpacing the new supply being added to the market. During the twelve months ended November 2013, approximately 2.4 jobs were added to the market for every 1 homebuilding permit issued. Historically, this ratio has been closer to 1.2 for the Phoenix metro. The ratio is expected to remain elevated at above 2.0 through 2015 as employment growth exceeds new home supply.

The resale inventory is slowly rising from very low levels in the Phoenix metro and as of December 2013 has increased 22% year-over-year. As of December 2013, there were 23,470 resale listings in the metro, translating to 2.9 months of supply, based on sales activity during the twelve months ended November 2013. A 6.0 month supply is considered equilibrium for most markets. Low levels of inventory could lead to more competitiveness and increasing prices in the resale market. The level of listings as of December 2013 was well below the peak of more than 58,200 listings in October 2007, and the months of supply had been as high as 12.6 months in March 2008.

Pre-foreclosure notices have been declining in the Phoenix metro division since a peak in the fourth quarter of 2009. At the peak, approximately 117,300 notices were issued in Phoenix. In the twelve months ended December 2013, approximately 16,700 notices had been issued, which represents a 60% decline from the twelve months ended December 2012.

There remains a moderate level of potential distressed homes that are not yet on the market. As of September 2013, the shadow inventory amounted to an estimated 27,341 homes, or 3.5 months of supply at the resale sales rate during the twelve months ended September 2013. JBREC believes that demand for the distressed inventory will exceed the slow pace of inventory coming to market so that home prices will not be negatively impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, current affordability conditions in Phoenix have weakened considerably since 2012 but remain better than normal. JBREC's Affordability Index takes into consideration the change in mortgage rates over time in its estimate of the ownership costs, which can significantly impact the monthly payment. JBREC forecasts that affordability conditions in Phoenix will continue to worsen and return to the long-term median by 2015 as home prices and mortgage rates are expected to rise.

In summary, the Phoenix metropolitan area is recovering, with strong job growth that is fueling housing demand. Additional demand for homes by retirees and second-home buyers is not captured in the job growth metrics, which serve as a proxy for demand. Investors have also been active buyers in recent years, helping to clear much of the distress. In addition, limited resale and new home inventories continue to help home price appreciation in the Phoenix MSA. However, recent changes to FHA loan limits in the metro area may impact some buyers' ability to qualify for a loan over the next several years.

The San Antonio metro area consists of eight counties: Atascosa, Bandera, Bexar, Comal, Guadalupe, Kendall, Medina and Wilson counties. San Antonio is third most populous metro area in Texas with a population of 2,298,900 residents. San Antonio has the strongest military presence of any major metro in Texas and is home to Fort Sam Houston, Lackland Air Force Base, and Randolph Air Force Base (which constitute Joint Base San Antonio). Over the past two decades, the major Texas markets have tended to outperform the US as a whole (in terms of population and job growth) and that accelerated growth recently has been beneficial to San Antonio.

The housing fundamentals of the San Antonio metro have shown considerable improvement in the last year, based largely on constrained supply and strong demand. This is a positive sign for continued home price appreciation in this market. The improvement in the overall fundamentals is the result of steadily improving job and household growth, and declining unemployment. The affordability fundamentals are good, with the metro area's housing cost to income ratio near historic median levels, at the same time that mortgage rates are at 4.5% as of February 2014. JBREC projects that the overall fundamentals will remain positive through 2016.

There are 897,200 non-farm payroll jobs in the San Antonio MSA. The metro area lost 16,000 jobs (1.9%) in 2009. However, since then, the MSA has been growing, adding 60,500 jobs from 2010 through November 2013. JBREC expects improving employment growth averaging 21,833 jobs per year (2.4% annually) from 2014 through 2016.

The largest sector of employment in the San Antonio MSA is Government (18.5%), followed closely by Trade, Transportation and Utilities (17.4%), and Education and Health Services (15.3%). Beside governmental and educational organizations at various levels, the largest private employers in San Antonio include H-E-B (corporate headquarters), USAA, Methodist Healthcare System and Wells Fargo. San Antonio has a significant military presence with two major bases employing over 30,000 people each, Lackland Air Force Base and Fort Sam Houston Army Base.

The population and number of households continue to grow at a relatively steady pace in the San Antonio metro area, with continued growth expected in the near term. Over the twelve months ended November 2013, the population rose to 2,298,900 adding 43,200 (1.9%) residents from a year prior. JBREC anticipates average annual population growth of approximately 45,000 (1.9% average annual growth) and household growth of approximately 19,200 per year (2.3% average annual growth) for 2014 through 2016.

As of November 2013, the median household income in the San Antonio metro area was $50,752, having steadily increased from a recessionary dip in 2009, to surpass the prior peak of $48,676 in 2008. JBREC expects continued increases in incomes, with average annual growth of 2.4% for 2014 through 2016.

Existing home sales in the San Antonio metro area have steadily increased since 2011. In the twelve months ended November 2013, existing home sales for the area increased to 23,756, up 16% versus the twelve month period ending November 2012. Although the volume of existing home sales has risen steadily over the past two years, the November 2013 volume of existing sales remained below the peak level of 26,169 in 2006. JBREC expects resale sales to reach 25,400 transactions by 2016. Although the volume of resale transactions dropped by around 8% from 2007 to 2010, the median single-family home price rose 1.8% over the same period. As of November 2013, the median single-family detached existing home price was $170,100, which was up 5.8% from November 2012.

After five years of decline, new home sales volume (includes Bexar County only) increased 17.3% in 2012. New home sales transactions totaled 6,036 for the twelve months ended November 2013, which was up 7.7% from a year prior. By comparison, new home sales in the MSA reached 7,481 in 2003, and surpassed 13,600 transactions by 2006, indicating the strength of the boom during this time period. JBREC projects new home sales will reach 6,300 transactions in 2014 and 7,600 transactions by 2016. Despite the significant decline in new home sales volume over the five years of 2007 through 2011, the median new home price increased about 28% over the same period. The median new home price as of November 2013 was $260,883 which was up 8.6% from November 2012.

Resale home values in the San Antonio MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 7.0% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 4.6% in 2014, 3.5% in 2015, and 2.8% in 2016. The predicted slowing in home value appreciation is based on the current decrease in affordability conditions resulting from the combination of steadily increasing prices and rising mortgage rates.

Single-family construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Single-family homebuilding permits had fallen to a low of 4,410 units in 2011, but rose to 5,793 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 14,700 units in 2005. Single-family homebuilding permits are expected to rise to 8,200 in 2016, which is still well below peak levels. Multifamily permits totaled 2,124 during the twelve months ended November 2013 and are projected to rise to 3,200 units by 2015 and then decline slightly in 2016.

Job growth in the twelve months ended November 2013 outpaced the number of homebuilding permits issued in that same time by 1.4 new jobs to 1 permit. Job growth is expected to continue to outpace homebuilding activity through 2016 with an employment-to-permit ratio averaging 2.1 for 2014 - 2016.

Resale listings in the San Antonio metro area are relatively low and trending down. Low supply could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had just 7,930 homes listed on the MLS, which was the lowest level of inventory experienced since 2006. Due to increasing resale sales activity and declining listings, months of supply has also declined sharply over the past few months, falling to the lowest level in over seven years. Currently there are just 4.0 months of supply on the market, which is down from 5.1 one year ago. A 6.0 month supply is considered equilibrium for most markets. In contrast, resale inventory in March 2011 constituted 7.5 months of supply.

Pre-foreclosure notices are declining in the San Antonio metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, just less than 4,900 notices were issued, representing a 32% decline from one year prior and a 59% decline from December 2007.

While the number of homes falling into pre-foreclosure is declining, there are a significant number of potential distressed homes that are not yet on the market. JBREC estimated the shadow inventory as of September 2013 at 19,609, or about 12.0 months of supply. This level of shadow inventory is a little more than two and a half times the low level of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be materially impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions in the San Antonio metro area are close to the historical median (dating back to 1988). JBREC estimates that affordability conditions reached their best level since 1998 in late 2012 and have gradually weakened since that time due to price and mortgage rate increases.

Affordability will continue weakening through 2016 as home prices and mortgage rates are expected to continue to rise.

In summary, the housing fundamentals in the San Antonio metro remain good. Job growth is steady, albeit not as strong as the other major Texas markets, and housing supply is at a relatively low level historically. The combination of average affordability, low mortgage rates and low levels of homes for sale supports continued optimism regarding prices and construction in this market.

The Salt Lake City metropolitan area is comprised of Salt Lake, Summit, and Tooele Counties. Salt Lake City is the capital of Utah and is known as the "Crossroads of the West" for its central geography in the western United States. The local economy is one of the strongest in the country, with low unemployment and steady job growth. Salt Lake City boasts a strong outdoor recreation tourist industry based primarily on skiing and other snow sports. In addition, the metro area is the industrial banking center of the United States, providing more than 15,000 jobs to the area. Salt Lake City is the headquarters of The Church of Jesus Christ of Latter-day Saints (LDS Church) and approximately 34% - 41% of the city's population are LDS members (according to a recent survey by the Salt Lake City Tribune).

The housing fundamentals in the Salt Lake City MSA remain favorable but have weakened since reaching a high point in 2012. The Housing Cycle Risk IndexTM measures the health of the housing market based on the performance of 24 market fundamentals in relation to their own history, and has historically been a one- to three-year leading indicator for home price appreciation. Overall housing fundamentals have improved significantly since 2009 due to the combination of improved demand fundamentals as a result of improving job growth and rising sales activity, along with improved supply

fundamentals as a result of low homebuilding permit and listings levels. The affordability fundamentals in Salt Lake City are average compared the market's history, and are slowly weakening due to the rise in prices and mortgage rates.

There are 670,500 non-farm payroll jobs in the Salt Lake City metro area as of November 2013, and employment growth resumed in 2011 after losses in 2009 and 2010. The metro area lost 32,700 jobs, or 5.1% in 2009 and 2010, but has since recovered all of the jobs lost. Over the twelve months ended November 2013, Salt Lake City added 14,700 jobs (2.2% growth). JBREC expects that Salt Lake City will add an average of 19,600 new jobs (2.9% annual growth) during 2014 through 2016.

Salt Lake City has a diverse employment distribution that generally resembles that of the nation as a whole, with some differences. The largest employment sector is the Trade, Transportation and Utilities sector, which accounts for 21% of the jobs in the metro. Salt Lake City has a larger combined concentration of jobs in the sectors that generally represent higher incomes: Professional and Business Services, Financial Activities and Information. The combination of these three sectors represents 27% of the jobs in the metro, versus 21% for the nation.

Health services are also significant areas of employment, including the largest health care provider in the Intermountain West, Intermountain Healthcare. Salt Lake City is home to one Fortune 500 company, Huntsman Corporation, and two Fortune 1000 companies, Zions Bancorporation and Questar Corporation. Other notable firms headquartered in the city include AlphaGraphics, Sinclair Oil Corporation, Smith's Food and Drug (owned by national grocer Kroger), MonaVie, Myriad Genetics, and Vehix.com.

Population and household growth slowed slightly in Salt Lake City during the recession, with an average of 17,740 people (1.6% growth) and 5,620 households (1.5% growth) added annually from 2008 through 2012. From December 2012 through November 2013, Salt Lake City population and households increased 14,700 (1.3% growth) and 4,800 (1.2% growth), respectively. JBREC expects steady annual population growth averaging 15,800 people (1.3% growth) and steady annual household growth averaging 6,200 households (1.6% growth) for 2014 through 2016.

The median household income is rising in the Salt Lake City metro, increasing 5.1% during the twelve months ended November 2013 to $63,375. The median household income is currently at the highest level in the metro's history, and JBREC expects continued income growth of 3.0% in 2014 which will bring the median income to $64,636.

Salt Lake City's existing home sales volume (includes Salt Lake County only) has recovered slightly from a low point in 2010, but remains well below the peak in 2006. Approximately 9,400 existing homes sold during the twelve months ended November 2013, which was 10% higher than the trough of 8,600 transactions in 2010. JBREC forecasts that existing home sales will reach 11,700 transactions in 2014 and 14,000 transactions in 2016.

The median existing single-family home price rose 14% during the twelve months ended November 2013 to $241,656, following five years of declining or weakened prices. From the 2007 peak to the 2011 trough, the median existing single-family detached home price declined by 20% as a result of sales activity shifting to lower price points, as well as a loss of value. The median home price as of November 2013 is the highest it has ever been for this market, surpassing the previous peak of $231,706 in 2007.

New home sales activity (includes Salt Lake County only) increased in Salt Lake City during the twelve months ended November 2013, and JBREC forecasts strong sales growth for the next several years. New home sales transactions totaled 2,086 for the twelve months ended November 2013, which was up 15% from one year prior. JBREC projects that new home sales activity will increase to 3,700 transactions in 2016, which would still be well below levels seen in the mid-2000s.

The November 2013 median price for new homes (includes Salt Lake County only) was $327,900. The median new home price rose 8% during the twelve months ended November 2013 and is up 25% from the median price in 2009. The median new home price can be heavily influenced by the mix of home types being sold and, as a result, resale home prices are a better indication of market trends.

Salt Lake City resale home values rose 13.7% during the twelve months ended November 2013, following a 12.0% increase in 2012. These gains offset four years of declining values from 2008 through 2011, during which time resale home values declined 21.1% from the 2007 peak, according to JBREC's Burns Home Value IndexTM. The index provides an estimate of resale home value trends in an MSA, and is calculated based on an "electronic appraisal" of every home in the market, rather than just the small sample of homes that are actually transacting. JBREC forecasts Salt Lake City resale home values to rise by 3.5% in 2014, 2.3% in 2015, and 1.9% in 2016.

Single-family homebuilding permit activity in the Salt Lake City metro continues to rise from very low levels, and JBREC forecasts volume to grow in 2014 as the demand for housing increases. Single-family homebuilding permits totaled 3,480 in the twelve months ended November 2013, rising from 1,627 units at the low point of the cycle in 2009. JBREC forecasts that single-family homebuilding permits will reach 6,000 issuances by 2016, which would be the highest level since 2006 in this market.

The pace of job growth is ahead of permit activity in Salt Lake City, resulting in current demand outpacing the new supply being added to the market. During the twelve months ended November 2013, approximately 2.8 jobs were added to the market for every 1 homebuilding permit issued. Historically,

this ratio has been closer to 2.0 for the Salt Lake City metro. The ratio is expected to remain elevated at or above 2.0 through 2016 as employment growth exceeds new home supply.

The resale inventory is trending down once again in the Salt Lake City MSA after rising through most of 2013. As of December 2013, there were 6,070 listings in the metro, which is a 16% increase from one year ago. Relatively low levels of inventory could lead to more competitiveness and increasing prices in the resale market. The level of listings as of December 2013 was well below the peak of more than 12,100 listings in July 2008.

Pre-foreclosure notices have been generally trending down in the Salt Lake City metro area since peaking in the first quarter of 2010. At the peak, more than 9,100 notices were issued in Salt Lake City. In the twelve months ended December 2013, approximately 3,700 notices had been issued, which represents a 12% decline from the twelve months ended December 2012.

There remains a moderate level of potential distressed homes that are not on the market. As of September 2013, the shadow inventory amounted to an estimated 10,222 homes, down from a high of more than 20,800 in 2009. JBREC believes that demand for the distressed inventory will exceed the slow pace of inventory coming to market so that home prices will not be affected.

When comparing the monthly costs of owning the median-priced home with the median household income, current affordability conditions are near their historical median in the Salt Lake City metro. JBREC's Affordability Index takes into consideration the change in mortgage rates over time in its estimate of the ownership costs, which can significantly impact the monthly payment. JBREC forecasts that affordability conditions in Salt Lake City will worsen slightly through 2016 as home prices and mortgage rates are expected to rise.

In summary, the Salt Lake City metropolitan area is recovering rapidly, with strong job growth that is fueling housing demand. The MSA did not experience the massive run-up in prices that occurred in many western markets during the last market boom, resulting in less overall market distress during the downturn. The combination of a strong economy, low mortgage rates, and relatively low levels of new and resale homes for sale supports continued optimism regarding prices and new home construction in this market.

The Provo-Orem metropolitan area, consisting of Utah and Juab counties, is located approximately 35 miles south of Salt Lake City and adjacent to Utah Lake. This metro area has more than 570,000 residents and more than 155,000 households. The MSA is home to Brigham Young University, a private higher education institution, which is operated by The Church of Jesus Christ of Latter-day Saints (LDS Church). Provo-Orem is also home to the largest Missionary Training Center for the LDS Church. The metro has recently been a focus area for technology development in Utah, and is a key operational center for Novell (software corporation). In 2013, Forbes ranked Provo the No. 2 city on its list of Best Places for Business and Careers.

The housing fundamentals of the Provo-Orem metro have shown considerable improvement since 2011, based largely on gains in demand relative to supply, which is a positive sign for continued home price appreciation in this market. The improvement in the overall fundamentals is the result of improving job growth, better than normal affordability, and the turning of the business cycle. The affordability fundamentals are good, with prices well below peak levels, at the same time that mortgage rates are at 4.5% as of February 2014. Although overall fundamentals will remain favorable through 2016, fundamentals will weaken steadily over the next several years as price and interest rate increases will outpace income growth.

There are 207,800 non-farm payroll jobs in the Provo-Orem metro as of November 2013, and employment growth turned positive in 2011 after job losses from 2008 through 2010. The metro area lost 13,000 jobs (6.8%) from 2008 through 2010. However, since then, the Provo-Orem economy has been growing, adding 7,600 jobs (3.8% growth) from December 2012 through November 2013. JBREC expects improving employment growth averaging 5,033 jobs per year (2.4% annual growth) from 2014 through 2016.

The Provo-Orem MSA has a diverse employment distribution that resembles that of the nation as a whole, with some differences. The largest employment sector is the Education and Health Services sector (23%), followed by Trade, Transportation, and Utilities sector (17%), Government sector (14%), and the Professional and Business Services sector (14%). The metro has a significantly smaller concentration of jobs in the Financial Activities and Leisure and Hospitality sectors compared to the nation as a whole. Brigham Young University, a private higher education institution, is the largest employer in the metro. Other large employers include Nu Skin Enterprises, Vivint, and the LDS Church.

The population and number of households continue to grow at a relatively steady pace in the Provo-Orem MSA, with continued growth expected in the near term. Over the twelve months ended November 2013, the population rose to 570,800, adding 13,500 (2.4%) residents from one year prior. JBREC anticipates annual population growth of approximately 13,900 (2.4% growth) and annual household growth of approximately 4,130 (2.6% growth) for 2014 through 2016.

As of November 2013, the median household income in the Provo-Orem metro area was $61,385, which is the highest level in the market's history. JBREC expects continued increases in incomes, with average annual growth of 2.1% for 2014 through 2016.

Existing home sales (includes Utah County only) in the Provo-Orem metro area have steadily increased since 2010. In the twelve months ended November 2013, existing home sales for the area rose sharply to 5,592, up 20% versus the 12-month period ending November 2012, but still well below the peak level of 10,740 in 2006. JBREC expects resale sales to continue at a pace of 5,400 to 5,500 annual sales through 2016. The median existing single-family detached home price declined by 34% from the peak in 2007 through 2011, representing the withdrawal of generous lending and the economic downturn. As of November 2013, the median single-family detached existing home price was $178,489, which was up 13% from November 2012.

The new home sales volume (includes Utah County only) during the twelve months ended November 2013 continued to increase from trough levels in 2011 in the Provo-Orem MSA. New home sales transactions totaled 1,494 for the twelve months ended November 2013, which was up 5% from one year prior. By comparison, new home sales in the MSA reached 4,678 in 2006, and surpassed 3,000 transactions per year for three consecutive years from 2005 through 2007, indicating the strength of the housing boom during this period. JBREC projects new home sales will reach 2,000 transactions in 2014 and 2,700 transactions in 2016. The median new home price (includes Utah County only) as of November 2013 was $333,173, which was up 8% from November 2012, and is at the highest level in the market's history. The median new home price can be heavily influenced by the mix of home types and

sizes being sold at any given time. As a result, resale home prices are a better indication of market trends, especially given the very low level of new homes that are transacting.

Resale home values in the Provo-Orem MSA are poised for continued positive growth in 2014, according to the Burns Home Value IndexTM. After growing 12.6% during the twelve months ended November 2013, JBREC forecasts resale home values to rise by 4.3% in 2014, 3.1% in 2015, and 2.5% in 2016. The predicted home value appreciation is based on the over-correction of the housing cycle on the downside, and the current high level of affordability conditions resulting from the combination of relatively low prices and low mortgage rates.

Single-family construction continues to rebound rapidly from trough levels during the housing downturn, with continued growth projected in the near future. Because of the availability of land suitable for single-family detached residential development and the high concentration of family households in the metro, new single-family construction has tended to be higher than multifamily construction in the Provo-Orem metro area. Single-family homebuilding permits had fallen to a total of 1,067 units in 2008, but rose to 2,504 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 5,400 units in 2006. Single-family homebuilding permits are expected to rise to 4,000 units in 2016, which is still below peak levels. Multifamily permits totaled only 644 during the twelve months ended November 30, 2013 and are projected to remain below 600 units per year through 2016.

The demand currently being generated for housing is greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by more than two to one. Job growth is expected to continue to outpace homebuilding activity in 2014, but permit activity is expected to catch up with job growth by 2016.

Resale listings in the Provo-Orem metro area remain relatively low, despite rising steadily through most of 2013. Low supply could lead to more competitiveness and increasing prices in the resale

market. Supply reached a low point in early 2013 when just 2,042 homes were listed for sale in the market. As of December 2013, the MSA had 2,597 homes listed on the market, which represented a 21% increase from one year prior. In contrast, resale listings in June 2008 totaled 5,375. Given the low levels of inventory, existing homes are being quickly purchased when they come to market, whether by investors or by households planning to occupy the residences.

Pre-foreclosure notices are declining rapidly in the Provo-Orem metro area, which is a positive sign for home prices, as pre-foreclosure notices are an indicator of future distress. In the twelve months ended December 2013, just under 900 notices were issued, representing a 48% decline from one year prior and a 79% decline from the peak in 2010.

While the number of homes falling into pre-foreclosure is declining, there is a moderate number of potential distressed homes that are not on the market. JBREC estimated the shadow inventory as of September 2013 at 2,905 homes. This level of shadow inventory is slightly more than the number of listings on the market at that time. JBREC believes that the pace of distressed sales will be slow enough that home prices will not be impacted.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions remain good in relation to history in the Provo-Orem metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have steadily weakened since due to price and mortgage rate increases. Affordability will continue weakening over the next several years as home prices and mortgage rates are expected to continue to rise, but affordability through 2016 will remain better than the market's historical average.

In summary, the housing fundamentals in the Provo-Orem metro are favorable. Prices are relatively low and, at the same time, mortgage rates remain near historic lows. The metro area did not experience the magnitude of price appreciation during the market boom that was seen in many western metro areas and, subsequently, prices have already nearly returned to levels seen in the mid-2000s. Strong job growth and steady household formation will support further price appreciation through 2016.

The Ogden-Clearfield metro consists of four counties: Davis, Weber, Morgan, and Box Elder counties. This metro area, with 578,700 residents and 185,300 households, is located east of the Great Salt Lake and north of Salt Lake City. The Ogden-Clearfield area served as a major railway hub through much of its history, and still handles a great deal of freight rail traffic, which makes it a convenient location for manufacturing and commerce. The MSA is also known for its many historic buildings, proximity to the Wasatch Mountains, and as the location of Weber State University.

There are 208,900 non-farm payroll jobs in the Ogden-Clearfield metro area as of November 2013, and employment growth turned positive in 2011 after job losses in 2008 and 2009. The metro area lost 9,400 jobs (4.6%) during 2008 and 2009 and had no job growth in 2010. However, since then, the Ogden-Clearfield MSA has been growing and added 6,100 jobs (3.0% growth) from December 2012 through November 2013. JBREC expects improving employment growth averaging 5,167 jobs per year (2.4%) from 2014 through 2016.

The largest sector of employment in the Ogden-Clearfield metro is Government (23%), followed by Trade, Transportation and Utilities (19%), Education and Health Services (13%), and Manufacturing (11%). As the second-largest MSA in Utah, Ogden-Clearfield serves as an economic hub for the northern part of the state. Much of the city of Ogden is occupied by offices of various federal, state, county, and municipal government entities. The Internal Revenue Service has a large regional facility in Ogden and is the city's largest employer with more than 5,000 employees. Other

large employers in the metro area include McKay Dee Hospital, Weber State University, the Ogden City School District, Fresenius, Autoliv and Convergys.

The population and number of households continue to grow at a healthy pace in the Ogden-Clearfield MSA, with continued growth expected in the near term. Over the twelve months ended November 2013, the population rose to 578,700, adding 11,300 (2.0%) residents from one year prior. JBREC anticipates annual average population growth of approximately 12,000 (2.0% growth) and annual average household growth of approximately 3,500 (1.8% growth) for 2014 through 2016.

As of November 2013, the median household income in the Ogden-Clearfield metro area was $63,999, increasing from the trough of 2010, and is at the highest level in the market's history. JBREC expects continued increases in incomes, with average growth of 1.7% for 2014 through 2016.

Existing home sales (includes Davis and Weber counties only) in the Ogden-Clearfield metro area are starting to increase after falling for six consecutive years from 2007 through 2012. In the twelve months ended November 2013, existing home sales for the area rose to 4,970, up 9% versus the 12-month period ending November 2012. The 12-month existing home sales through November 2013 were still well below the peak level of 11,877 in 2006. JBREC expects resale sales to reach 5,900 transactions in 2016. The median existing single-family detached home price declined by 26% from the peak in 2007 until the trough in 2011, representing the withdrawal of generous lending and a correction from unsustainable prices. As of November 2013, the median single-family detached existing home price was $163,076, which was up 11% from November 2012.

The new home sales volume (includes Davis and Weber counties only) during the twelve months ended November 2013 increased following six years of decline in the Ogden-Clearfield MSA, but remains well below the boom years. New home sales transactions totaled 968 for the twelve months ended November 2013, which was up 31% from one year prior. By comparison, new home sales in the

MSA reached 3,134 in 2006, and surpassed 2,000 transactions per year for six consecutive years from 2002 through 2007, indicating the strength of the boom during this time.

Single-family construction has begun to rebound from trough levels during the housing downturn, with continued growth projected in the near future. Because of the availability of land suitable for single-family detached residential development and the high percentage of family households, new single-family construction has tended to be higher than multifamily construction in the Ogden-Clearfield area. Single-family homebuilding permits had fallen to a total of 1,195 units in 2011, but rose to 1,797 over the twelve months ended November 2013. By comparison, single-family homebuilding permits topped 4,000 units per year from 2003 through 2006. Single-family homebuilding permits are expected to rise to 3,600 in 2016, which is still below peak levels. Multifamily permits totaled only 482 units during the twelve months ended November 2013 and are projected to rise to 1,080 units in 2016.

The demand currently being generated for housing is greater than the new supply being added to the market, with job growth in the twelve months ended November 2013 outpacing the number of homebuilding permits issued in that same time by more than two to one. Job growth is expected to outpace homebuilding activity through 2015 with an employment growth-to-permit ratio averaging 1.5

for 2014 through 2015. JBREC expects supply to catch up with demand by 2016 with an employment-to-permit ratio of 0.8.

Resale listings in the Ogden-Clearfield metro area are starting to trend down once again after rising steadily through most of 2013. Tighter supply levels could lead to more competitiveness and increasing prices in the resale market. As of December 2013, the MSA had 3,440 homes listed on the market, which represented a 16% increase from one year prior. In contrast, there were nearly 5,000 resale homes listed on the market in August 2008 and August 2009. Although resale supply levels are relatively low, the December 2013 listings were still above levels seen at the peak of the market in 2006.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability conditions are very good in relation to history in the Ogden-Clearfield metro area. JBREC estimates that affordability conditions reached their historical best level in early 2012 and have

weakened since due to price and mortgage rate increases. Unlike most MSAs in the country, homes in the Ogden-Clearfield MSA not overpriced during the most recent market boom in the mid-2000s.

In summary, the housing fundamentals in the Ogden-Clearfield metro remain very strong. Affordability is very favorable as mortgage rates remain near historic lows, and expected robust population and household growth will boost housing demand over the next several years. In addition, job growth continues to outpace permit activity in the metro, which will further fuel price appreciation in the near term.

The estimates, forecasts and projections prepared by JBREC are based upon numerous assumptions and may not prove to be accurate. This "Market Overview" section contains estimates, forecasts and projections that were prepared by JBREC, a real estate consulting firm. The estimates, forecasts and projections relate to, among other things, home value indices, payroll employment growth, median household income, housing permits and household formation. No assurance can be given that these estimates are, or that the forecasts and projections will prove to be, accurate. These estimates, forecasts and projections are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of JBREC. The application of alternative assumptions, judgments or methodologies could result in materially less favorable estimates, forecasts and projections than those contained in this prospectus. Other real estate experts have different views regarding these forecasts and projections that may be more positive or negative, including in terms of the timing, magnitude and direction of future changes.

The forecasts and projections are forward-looking statements and involve risks and uncertainties that may cause actual results to be materially different from the projections. JBREC has made these forecasts and projections based on studying the historical and current performance of the residential housing market and applying JBREC's qualitative knowledge about the residential housing market. The future is difficult to predict, particularly given that the economy and housing markets can be cyclical, subject to changing consumer and market psychology, and governmental policies related to mortgage regulations and interest rates. There will usually be differences between projected and actual outcomes, because events and circumstances frequently do not occur as expected, and the differences may be material. Also, unanticipated events and circumstances may occur and change the results in material ways. Accordingly, the forecasts and projections included in its market study might not occur or might occur to a different extent or at a different time. For the foregoing reasons, JBREC cannot provide any assurance that the estimates, forecasts and projections contained in this market study are accurate. Actual outcomes may vary significantly from those contained or implied by the forecasts and projections, and you should not place undue reliance on these estimates, forecasts and projections.

Our Company has a legacy of more than 35 years of homebuilding operations. At the beginning of 2010, we put in place a new and highly experienced senior management team, led by our Chairman and Chief Executive Officer Joel Shine. Our senior management team repositioned the Company and implemented operating strategies to allow us to capitalize on the ongoing recovery in our markets. Our repositioning consisted of right-sizing our operations, reducing our geographic footprint to our current Western U.S. markets and bolstering our land positions. In addition, we strengthened our land acquisition and development criteria and processes as well as our transparency and accountability to our stakeholders. These improvements have helped us in achieving significant operating momentum since the beginning of 2012.

Proven operating platform evidenced by strong earnings momentum and operating margins

basis points, respectively, compared to 2012. Notably, in 2013 we achieved strong homebuilding gross margins regardless of the vintage of the land underlying our home closings. In 2013, our average homebuilding gross margins on homes closed from land purchased pre-2010 and post-2010 were 22.9% and 22.3%, respectively, based on current carrying value. Our strong homebuilding gross margins combined with our focus on holding fixed costs in line while leveraging our operating platform have also allowed us to deliver strong income from operations. Our 2013 pre-tax income margin, adjusted for debt extinguishment costs, was 10.6%, comparing favorably to the average trailing twelve-month (based on the last quarter reported) pre-tax income margin, adjusted for debt extinguishment costs (where applicable), of 7.6% for the top 15 public homebuilders, by revenue, based on data from public filings.

owned lots and control an additional one to two years of lots. Our current years of land supply complements our efficient operations and does not overburden us with potentially higher risk, very long-dated land holdings.

The tables below illustrate, for each of our markets and for the U.S. average, current and projected growth in employment and single family permits and historical appreciation in home values.

We believe that homebuilding is a local business and that we benefit not only from being in attractive markets, but also from having significant scale in our markets. According to MetroStudy based on home closings for the twelve months ended December 31, 2013, we hold meaningful market share positions within all of our markets, including a #2 ranking within Northern California; a #3 ranking within Central California; a #5 ranking within Salt Lake City; a #9 ranking within Southern California; a #13 ranking within Las Vegas; a #22 ranking within Phoenix; and a #24 ranking within San Antonio. We believe that our operating experience and scale within our markets help to differentiate us from many of our competitors. Our scale of operations within our markets allows us better access to skilled subcontractors and suppliers and to capitalize on land acquisition opportunities due to our strong relationships with local land sellers, developers, and brokers. These competitive advantages have been developed through our working relationships that have spanned numerous economic and building cycles during our over 35 year history.

Experienced management and Board of Directors with a proven track record of creating shareholder value

Strong balance sheet with significant liquidity and access to growth capital

Drive revenue growth by opening new communities and selectively pursuing acquisition opportunities within our existing regional footprint

Remain focused on delivering an outstanding home buying and home owning experience

homes. Our ability to differentiate our product and ultimately drive sales pace and pricing is directly related to the strength of our design and the breadth of our personalization process.

To further manage the risks associated with land acquisition, all proposed land transactions are highly scrutinized by our land committee, which includes our Chief Executive Officer Joel Shine, Chief Financial Officer Rick Robideau, General Counsel Wayne Farnsworth, Chief Marketing Officer Jay Moss and, to the extent the acquisition involves consideration above a specified threshold, a member of Board of Directors, David Barclay. For any proposed acquisition, division leadership must submit a detailed acquisition analysis that includes in-depth market, financial, product and competitor information. While the homebuilding industry has recently experienced heavy competition for land, we have been able to acquire high quality land during 2013 that meets or exceeds our investment criteria.

We currently operate in the following markets: Northern California, Central California and Southern California, Las Vegas, Phoenix, Salt Lake City and San Antonio. We are highly disciplined in our selection of sub-markets and communities, which is based upon our assessment of underlying supply and demand fundamentals, competitiveness and profitability drivers. We analyze economic and real estate conditions by evaluating statistical information such as the historical and projected population growth, the number of new jobs created and projected to be created, the number of housing starts in previous periods, building lot availability and price, housing inventory, competitive environment and home sale absorption rates.

We generally seek to maintain the flexibility to alter our product mix within a given market depending on market conditions and consumer preferences. We utilize consumer research extensively, which provides important insights into the specific expectations and preferences of homebuyers in each of our markets. In determining our product mix in each market, we consider demographic trends, demand for a particular type of product, margins, timing and the economic strength of the market. For the year ended December 31, 2013, the base prices of our homes ranged from $143,000 to over $600,000.

The chart below shows the number of homes closed by price segment for the year ended December 31, 2013:

We offer a broad portfolio of products, including primarily single-family detached and some attached homes designed for and marketed to prospective homebuyers, strategically focused to match product and price points to areas of our markets with the greatest depth of demand, with an emphasis on sales to move-up and entry-level homebuyers. Our products are differentiated by size, design, quality of living space, features and amenities in order to serve the specific needs of customers in our markets.

We opened 28 new communities in the year ended December 31, 2013 and, as of December 31, 2013, we had 44 active selling communities.

The following table provides certain operational data and lot inventory data of the Company by market as of and for the year ended December 31, 2013:

	Year ended December 31, 2013				As of December 31, 2013

($ in millions) Market	Home Sales(1)		Homes Closed		Owned lots		Controlled lots		Owned lots book value
Northern California		267		313		598		517	$	52.1
Central California		241		216		769		394	$	32.5
Southern California		320		306		696		523	$	76.5
Las Vegas		238		239		731		644	$	60.4
Phoenix		161		150		970		745	$	46.9
Salt Lake City		203		174		1,329		142	$	46.0
San Antonio		105		109		96		543	$	9.8
Unallocated corporate		—		—		—		—	$	19.3


Total		1,535		1,507		5,189		3,508	$	343.5

We market our homes through a variety of means ranging from fully decorated model homes at each of our communities to newspaper and magazine advertising and increasingly through internet exposure via our website, online and social media. While we strive to maintain brand awareness and consistency across our various operating divisions, we also seek to customize our marketing efforts based on location to address the needs and preferences of local homebuyers. We currently employ 75 sales and marketing professionals and strive to create an industry-leading sales and marketing team through several supportive processes that were implemented in early 2011. For example, we seek to identify and hire the best talent in the industry and invest in them through an exhaustive training process. We have a customer relationship management platform for enhanced customer follow-up and tracking, and we utilize regional sales coaches to manage and motivate our sales teams through weekly on-site coaching. Additionally, our compensation structure is designed to encourage and reward increased sales performance through the provision of sales commissions and performance bonuses.

At the community level, home buyers often have the opportunity to view fully-furnished and landscaped model homes which demonstrate the livability of our floor plans. As of December 31, 2013 we had 88 model homes demonstrating our products. We typically use one or more model homes in each community.

We sell speculative homes in various stages of completion and to-be-built homes. We actively manage our level of speculative build on a community-by-community basis. Homebuyers often have the opportunity to purchase various optional amenities and upgrades and some alternative room configurations. In order to accommodate and simplify the process of customizing a home, we offer our "Inspiration Walls" which allow a home buyer to select from a set of predetermined matching design choices at our on-site sales offices. In addition, for our buyers who would like to choose from a larger set of choices, we have off-site design centers.

We record a home as sold pursuant to a written sales contract that usually requires the homebuyer to make a cash deposit. These sales contracts contain contingencies such as the ability to receive mortgage financing. Although we do not provide customer financing or title services directly, we have preferred relationships with select providers for such services in certain of our markets. We believe these relationships assist our customers in the mortgage and closing processes. In connection with our sales process, we generally require all of our buyers to pre-qualify with a preferred mortgage financing provider.

We act as the general contractor for the construction of our communities. Subcontractors are typically engaged on a project-by-project basis to complete construction at a negotiated fixed price. Agreements with our subcontractors and material suppliers are generally entered into after competitive bidding. Our subcontract agreements typically require the subcontractor to meet certain insurance requirements and to indemnify us against claims related to their work. Our project managers and superintendents supervise the construction of each home, schedule and manage the activities of subcontractors and suppliers, subject their materials and work to quality control standards and assure compliance with zoning and building codes.

We have numerous suppliers of materials and labor, and to date, we have not experienced significant shortages of materials or labor. From time to time, we enter into regional and national supply contracts with certain suppliers to leverage our purchasing power and our size in order to control our costs. Price, however, is not the sole criterion for supplier and subcontractor selection, as quality, reputation and capacity are also taken into consideration. Also, we allow some flexibility for each division to make independent purchasing decisions regarding the sourcing and management of materials and labor providers. However, where benefits exist from combined buying power, all divisions work in cooperation with each other to optimize best prices, practices and rebates. We do not maintain inventories of construction materials except for materials being utilized just-in-time for homes under construction.

Prices of materials may fluctuate due to various factors, including demand or supply shortages, which may be beyond the control of our vendors. Although we have historically been able to offset increases in the costs of materials and labor with increases in the prices of our homes, we cannot be sure that we will be successful in doing so in the future as sales of homes are frequently made in advance of construction. In the ordinary course of business, our construction budgets contain a contingency amount for price increases.

Construction time for our homes depends on the availability of labor and materials, the type and size of the home, location and weather conditions. In all of our markets, construction of a home is typically completed within three to six months following commencement of construction.

An integral part of our customer service program includes pre-closing home orientation and post-closing surveys. We conduct home orientations with homebuyers immediately before closing. Prior to these orientations, we inspect the home and create a list of unfinished construction items and address outstanding issues promptly. We believe that delivering a high-quality finished home to our homeowners enhances our reputation for quality and service. Typically, we engage an outside firm to conduct comprehensive follow-up surveys with our homeowners to determine their level of satisfaction several months after closing. These surveys provide us with valuable feedback on the quality of the homes we deliver and the services we provide.

The Company provides a limited warranty on all of its homes. The specific terms and conditions of warranties vary depending on the market in which the Company does business. Generally, the Company's limited warranty, which is purchased from a third-party insurance carrier, is against specified workmanship and materials for one year, mechanical systems in the home for two years, and structural defects for ten years.

In conjunction with the recognition of revenue and costs from new home closings, an accrued liability is recorded for estimated future warranty and product liability costs. Liability estimates are

determined based on our judgment and considering such factors as historical experience, the likely current cost of corrective action, manufacturers' and subcontractors' participation in sharing the cost of corrective action, consultations with third-party experts such as engineers, and evaluations by our general counsel, outside counsel retained to handle specific product liability and other cases, and other professionals. We periodically assess the adequacy of the warranty and product liability accrual, and adjust the amounts as necessary. However, there can be no assurance that our estimates of future costs are accurate or that any accrual will prove to be adequate over time to cover all related costs. In connection with our bankruptcy proceedings, our prepetition responsibility to honor or satisfy warranty claims outstanding as of December 31, 2009 was discharged. However, we may be subject to certain liabilities that arose prior to our bankruptcy reorganization, including warranty claims that were subject to discharge in our bankruptcy proceedings. See "Risk Factors—Risks Related to Our Business and Industry—We may face potential successor liability for liabilities that arose prior to our reorganization." At December 31, 2013 and 2012, our warranty accrual was $1.3 million and $0.9 million, respectively.

The Company also purchases commercial liability insurance from third parties that currently require a self-insured retention of $0.2 million per occurrence. The accrual balance of the self-insured retention was $1.7 million and $0.8 million as of December 31, 2013 and 2012, respectively, and is included in accrued liabilities in our consolidated balance sheets.

In the ordinary course of business, we continually evaluate our land holdings and have sold, and expect that we will continue to sell, land as market and business conditions warrant. We may also sell both multiple lots to other builders (bulk sales) and improved individual lots for the construction of custom homes where the presence of such homes adds to the quality of the community. In addition, we may acquire sites with commercial, industrial and multi-family parcels which will generally be sold to third-party developers.

We assign a high priority to the development and maintenance of our budget and cost control systems and procedures. Our division offices in each of our markets are connected to corporate headquarters through a fully integrated accounting, financial and operational management information system. Through this system, management regularly evaluates the status of its projects in relation to budgets to determine the cause of any variances and, where appropriate, adjusts operations to capitalize on favorable variances or to limit adverse financial impacts.

The homebuilding industry is highly competitive, particularly in the move-up and entry-level buyer demographic where we currently concentrate our activities. A number of our competitors have larger staffs, larger marketing and sales organizations and substantially greater financial resources than we do. Our competitors may independently develop land and construct housing units that are substantially similar to our products. Many of these competitors also have longstanding relationships with subcontractors and suppliers in the markets in which we operate. However, we believe that we compete effectively in our existing markets as a result of, among other reasons, our products, our local relationships with prominent sellers, brokers and investors, our team of experienced professionals with extensive market knowledge and our brand reputation.

We have historically experienced, and expect to continue to experience, seasonality in quarterly results. New home sales activity is heavily dependent on the opening and closing of active selling

communities and other market factors. Many of our markets experience higher home sales activity in the spring and summer months. Given the corresponding construction cycle, our revenues and cash flows from homebuilding operations (exclusive of the timing of land purchases) are generally higher in the second half of the calendar year as these homes are completed and closed.

We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations which impose restrictive zoning and density requirements in order to limit the number of homes that can ultimately be built within the boundaries of a particular project. We may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or "slow-growth" or "no-growth" initiatives that could be implemented in the future in one or more states in which we operate. Local and state governments also have broad discretion regarding the imposition of development fees for projects in their jurisdiction. However, these are normally fixed when we receive entitlements.

We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning protection of health and the environment. The particular environmental laws and regulations which apply to any given community vary greatly according to the community site, the site's environmental conditions and the present and former uses of the site. These environmental laws may result in delays, may cause us and our competitors to incur substantial compliance and other costs, and may prohibit or severely restrict development. Our projects in California are especially susceptible to restrictive government regulations and environmental laws. In addition, we have on several occasions been the subject of claims alleging losses as a result of contamination or other environmental conditions at or in the vicinity of our developments. To date, however, neither environmental laws nor such claims have had a material adverse impact on our operations.

As of December 31, 2013, we had approximately 256 employees, of whom 75 were sales and marketing personnel, 100 were executive, management and administrative personnel and 81 were involved in construction. Although our employees are not covered by collective bargaining agreements, subcontractors may be represented by labor unions or may be subject to collective bargaining agreements. We believe that our relations with our employees and subcontractors are good.

We lease 11,245 square feet of office space in North Salt Lake City, Utah for our corporate and Utah division offices. This lease expires in May 2014. In addition, we lease approximately 33,000 square feet of space for our operating divisions in Arizona, California, Nevada, and Texas under leases expiring through and including November 2016.

We own certain logos and trademarks that are important to our overall branding and sales strategy. Our consumer logos are designed to highlight our philosophy of integrating great design with "green" and energy-efficient solutions while emphasizing a customer-centric focus.

The Company is involved in various legal proceedings that arise from time to time in connection with the conduct of the Company's business. In the opinion of management, none of the current proceedings will have a material adverse effect on the Company's results of operations, financial position or liquidity.

The following table sets forth certain information concerning the directors, executive officers and certain key employees of Woodside LLC, as of the date of this prospectus. We expect the same people to act in the same capacities for Woodside Inc.

Name

Joel Shine	54	Chairman of the Board of Directors, Chief Executive Officer and President
Rick Robideau	52	Chief Financial Officer
Jay Moss	63	Chief Marketing Officer
Wayne Farnsworth	45	General Counsel
Scott Hoisington	55	California North Division President
Chris Williams	44	California Central Division President
Tim McGinnis	55	California South Division President
Ryan Ortman	42	Utah Division President
Alan Gresham	53	San Antonio Division President
Roger Gannon	47	Arizona Division President
Kent Lay	52	Las Vegas Division President
Gene Morrison	65	Arizona/Nevada Regional Land President
David Barclay(d)(e)	61	Director
David Keller(b)(c)	65	Director
Ronald Mass(a)(d)(e)	48	Director
Mark Porath(c)	51	Director
Michael Short(a)(c)	52	Director
Michael Stern(b)(d)(e)	33	Director

The following is a biographical summary of the experience of our directors and executive officers:

Joel Shine, Chairman of the Board of Directors, Chief Executive Officer and President, joined the Company at the end of 2009 after serving as an advisor to the creditors committee during our Chapter 11 reorganization. Prior to joining the Company, from 2002 to 2008, Mr. Shine served as president and chief investment officer of CityView, a major housing investor funded by public pension funds. Mr. Shine is a third generation homebuilder with more than 31 years of experience in the homebuilding industry. His experience in the real estate industry began in 1981 when he formed a company that built and managed residential and commercial properties. Mr. Shine then spent 15 years with American Beauty Homes, rising to the position of president and overseeing the development and/or construction of over ten thousand residential units and multiple commercial projects. Mr. Shine later formed a fund that provided land banking to public builders. We believe Mr. Shine's extensive experience in leadership, the homebuilding industry and corporate governance make him well qualified to serve as Chairman of our Board of Directors.

Rick Robideau, Chief Financial Officer, joined the Company in April 2010. Mr. Robideau has over 21 years of public and private homebuilding experience. Prior to joining the Company, Mr. Robideau

served in the positions of president and chief financial officer of Ford Custom Classic Homes from October 2008 to April 2010, and previously served as a division president for TOUSA Homes, Inc. for six years.

Jay Moss, Chief Marketing Officer, joined the Company in April 2011. Mr. Moss has over 40 years of experience in the homebuilding industry. Prior to joining the Company in 2011, Mr. Moss served as the regional president of KB Home in Northern and Southern California for 9 years, and held various other roles at KB Home for over 25 years.

Wayne Farnsworth, General Counsel, joined the Company in 1999. Mr. Farnsworth has served as General Counsel and Corporate Secretary of the Company since that time. Prior to joining the Company, Mr. Farnsworth was a practicing attorney in Las Vegas, Nevada, and was also a law clerk to a federal judge with the Ninth Circuit Bankruptcy Appellate Panel.

Scott Hoisington, California North Division President, has been employed with the Company since 1998. Mr. Hoisington began his career with the Company as the president of Woodside Homes of Northern California, Inc. Mr. Hoisington oversaw the development of the California Central division in 2005. Mr. Hoisington has previously been the division president of the Atlanta, Georgia division for Beazer Homes USA Inc., the division president for Richmond American Homes and Warmington Homes in Sacramento, California, and the division manager for Richmond Homes, Inc. in Denver, Colorado.

Chris Williams, California Central Division President, joined the Company in 2004 and has served in his present capacity since 2006. Prior to joining the Company, Mr. Williams worked for Oculus Technologies Corporation as chief executive officer and as a management consultant with the Monitor Group.

Tim McGinnis, California South Division President, has been employed with the Company since 1997 as the division president of Woodside Homes of California, Inc. Mr. McGinnis has managed the Southern California operations for the Company from their inception in 1997 to the present. Prior to joining the Company, Mr. McGinnis worked in Southern California for UDC Homes Inc. as division manager, Bramalea Ltd. as executive vice president, and Richmond American Homes as executive vice president.

Ryan Ortman, Utah Division President, joined the Company in January 2012. Mr. Ortman has over 20 years of experience in the homebuilding industry. Prior to joining the Company, Mr. Ortman served as chief operations officer of Trumark Homes from 2008 to 2009, chief operations officer of Mosaic Homes (an affiliate of SunCal Companies) from 2007 to 2008 and in a variety of positions including corporate vice president of operations of Fieldstone Communities, Inc. from 2000 to 2007. Previously, Mr. Ortman worked for other builders in divisional leadership roles.

Alan Gresham, San Antonio Division President, joined the Company in 2011 and has served in his present capacity since that time. Prior to joining the Company, Mr. Gresham was a vice-president of Highland Homes, Ltd. in San Antonio, Texas, where he had worked since 1994. Mr. Gresham has over 30 years of experience in all aspects of the home construction business.

Roger Gannon, Arizona Division President, joined the Company in 2014. Prior to joining the Company, Mr. Gannon was an area vice president of construction operations for PulteGroup, Inc. from 2009 to 2014 and a director of sales and marketing at Centex Homes (a subsidiary of PulteGroup, Inc.) from 2008 to 2009. Mr. Gannon has 27 years of homebuilding experience and previously worked for Centex Homes in several different leadership and management capacities, including director of sales and marketing and senior vice president of operations.

Kent Lay, Las Vegas Division President, joined the Company in February 2013. Mr. Lay served in various positions, including as the senior regional president in charge of the Mountain West region of

Beazer Homes USA Inc. from 2003 to 2011. Mr. Lay has over 20 years of experience in the homebuilding industry.

Gene Morrison, Arizona/Nevada Regional Land President, has been employed with the Company since 1993. Mr. Morrison began as president of both Woodside Homes of Arizona, Inc. and Woodside Homes of Nevada, Inc. Mr. Morrison became the regional land president for Arizona and Nevada in 2013. Prior to joining the Company, Mr. Morrison worked for Pacific Properties (a Las Vegas, Nevada real estate development company) from 1988 through 1992 as the vice president of residential division.

David Barclay joined our Board of Directors in 2010. Mr. Barclay has 28 years of homebuilding experience. He is the former president of Centex Homes (a subsidiary of PulteGroup, Inc.) national land division and western region and co-chief operating officer. Since 2009, he has served as founder and owner of Barclay Consulting Group, which consults with homebuilders in all aspects of homebuilding. Since 2010, he has also served as founder and partner of Greenpoint Homes, an in-fill residential homebuilding company. From 1987 to 2009, he served as a senior executive at Centex Homes, a company focused on real estate development and homebuilding. He brings extensive knowledge of homebuilding and land development, leadership experience, and public homebuilding experience to our Board of Directors. For these reasons, we believe he is well qualified to serve on our Board of Directors.

David Keller joined our Board of Directors in 2010. Mr. Keller has 18 years of homebuilding experience. He served as chief financial officer of DR Horton, Inc., a national homebuilder listed on the NYSE, from 1991 to 1999, and as chief financial officer of Technical Olympic, Inc., a national homebuilder listed on NYSE, from 2004 to 2006. He is a consultant to investment firms on potential opportunities in the real estate industry. Mr. Keller served as a former partner with the Ernst & Young accounting firm from 1970 to 1991. Mr. Keller also serves on the board of directors of United Subcontractors, Inc., which is a residential insulation installation company, and chairs its audit committee. Mr. Keller is a Certified Public Accountant and is certifed by the National Association of Corporate Directors as a "Leadership Fellow." He brings extensive knowledge of accounting principles and financial reporting, leadership experience, and public homebuilding experience to our Board of Directors. For these reasons, we believe he is well qualified to serve on our Board of Directors.

Ronald Mass joined our Board of Directors in 2013. Mr. Mass has served as managing principal of Almitas Capital since 2013. Prior to founding Almitas Capital, Mr. Mass was a senior portfolio manager and head of Structured Product Investments at Western Asset Management from 1991 to 2012 and also held other significant positions there. He was responsible for management of the Public Private Investment Partnership with the US Treasury as well as other matters. He brings an extensive knowledge of capital markets, accounting principles and financial reporting to our Board of Directors. For these reasons, we believe he is well qualified to serve on our Board of Directors.

Mark Porath joined our Board of Directors in 2010. Mr. Porath has 26 years of homebuilding experience. He has been the chief executive officer and founder of Hearthstone since 1992. Hearthstone is one of the largest residential housing investors in the United States. Through funds he has managed, he has invested over $12 billion in 13 investment funds dedicated to residential land and construction. He brings an extensive knowledge of the real estate industry, background in the capital markets and leadership experience to our Board of Directors. For these reasons, we believe he is well qualified to serve on our Board of Directors.

Michael Short joined our Board of Directors in 2010. Mr. Short has served as a senior vice president of CoBank since 2013. Previously, Mr. Short was a managing director of John Hancock's bond and corporate finance group from 2002 to 2013. He co-chaired the Company's Unsecured Creditors Committee during the Company's bankruptcy. Prior to joining John Hancock in 2002, Mr. Short spent 13 years at Bank of America in various corporate and investment banking roles. He brings an extensive knowledge of corporate finance, accounting principles and financial reporting to our

Board of Directors. For these reasons, we believe he is well qualified to serve on our Board of Directors.

Michael Stern joined our Board of Directors in 2012. Mr. Stern is a partner of Stonehill Capital Management, LLC, a financial investment advisory firm specializing in stressed, distressed and other opportunistic investments. Mr. Stern focuses on investments in homebuilders and residential land as well as those in the financial sector. Prior to joining Stonehill Capital in 2007, Mr. Stern worked as an investment analyst at Sankaty Advisors, the fixed-income affiliate of Bain Capital, from 2002 to 2005. He brings an extensive background in financial analysis and investments to our Board of Directors. For these reasons, we believe he is well qualified to serve on our Board of Directors.

The Board of Directors of Woodside Inc. currently consists of seven members. Our amended and restated certificate of incorporation will provide that the authorized number of directors may be changed only by resolution of the Board of Directors and that, so long as either Principal Equityholder holds at least 10% of our outstanding shares of Class A Common Stock (determined assuming each LLC Unit held by such holder was exchanged for Class A Common Stock on a one-for-one basis, which we refer to in this prospectus as an "as-exchanged basis"), the Board of Directors will not increase its size without the consent of the nominee(s) of our Principal Equityholders. Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies on the Board of Directors will be filled by a majority of the directors then in office, and not by the stockholders. Vacancies caused by the death, resignation or removal of a member of the Board of Directors who was nominated by a Principal Equityholder will be filled at the direction of such Principal Equityholder. At any meeting of the Board of Directors of Woodside Inc., except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.

In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective upon the completion of the offering, our directors will be elected annually and there will be no limit on the number of terms a director may serve on our Board of Directors. For so long as one of our Principal Equityholders owns at least 10% of our outstanding Class A Common Stock (determined on an as-exchanged basis), directors other than the appointees of our Principal Equityholders may be removed for any reason upon the affirmative vote of holders of at least 60% of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors voting together as a single class, provided that at least one of our Principal Equityholders owning at least 10% of our outstanding Class A Common Stock (determined on an as-exchanged basis) votes in favor of such removal. If neither of our Principal Equityholders owns at least 10% of our outstanding Class A Common Stock (determined on an as-exchanged basis) or if neither such Principal Equityholder votes in favor of removing a director, then such director may only be removed for cause and only upon the affirmative vote of holders of at least 66²/3% of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors voting together as a single class.

The Board of Directors of Woodside Inc. and its committees will have supervisory authority over Woodside Inc. and Woodside LLC.

(determined on an as-exchanged basis), such Principal Equityholder will be entitled to nominate two members of our Board of Directors and one member of each committee of our Board of Directors (subject to applicable independence requirements). When a Principal Equityholder owns less than 60%, but at least 20%, of the shares of our Class A Common Stock held by such Principal Equityholder at the consummation of this offering after giving effect to the purchase of LLC Units with the proceeds therefrom (determined on an as-exchanged basis), such Principal Equityholder will be entitled to nominate one member of our Board of Directors and one member of each committee of our Board of Directors (subject to applicable independence requirements). See "Certain Relationships and Related Party Transactions—Stockholders Agreement."

Stonehill has nominated David Keller and Michael Stern to serve on our Board of Directors and Oaktree has nominated Ronald Mass and Michael Short to serve on our Board of Directors. The nominees of our Principal Equityholders for the committees of our Board of Directors are shown in the table above.

Under the listing requirements and rules of the NYSE, independent directors must comprise a majority of a listed company's board of directors within a specified period of the completion of its initial public offering. In addition, NYSE rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under NYSE rules, a director will only qualify as an "independent director" if such person is not an executive officer or employee of the listed company and, in the opinion of that company's board of directors, that person does not otherwise have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Mr. Shine will not qualify as an independent director. Our Board of Directors will undertake a review of its composition and the independence of each other director to determine whether any of our other directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and which of our other directors will qualify as "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE.

After completion of this offering, the standing committees of our Board of Directors will consist of the audit committee, the compensation committee and the nominating and corporate governance committee. The Board of Directors will adopt written charters for the audit committee, compensation committee and nominating and corporate governance committee, which will be available on our website upon the closing of this offering. In addition, from time to time, special committees may be established under the direction of our Board of Directors when necessary to address specific issues. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

Pursuant to the stockholders agreement we expect to enter into with our Principal Equityholders and subject to applicable rules and regulations of the New York Stock Exchange, each Principal

Equityholder will have the right to appoint a member to the audit, compensation and nominating and corporate governance committees of the Board of Directors, so long as such Principal Equityholder holds at least 20% of the shares of Class A Common Stock held by it at the consummation of this offering after giving effect to the purchase of LLC Units with the proceeds therefrom (determined on an as-exchanged basis). See "Certain Relationships and Related Party Transactions—Stockholders Agreement" and "—Voting Arrangement."

Upon completion of this offering, our audit committee is expected to consist of Mr. Keller, Mr. Porath and Mr. Short. Mr. Keller qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K and each of the members of the audit committee will be "independent" for purposes of Rule 10A-3 of the Securities Exchange Act of 1934 and under NYSE listing standards.

Our Audit Committee charter will require that the Audit Committee oversee our corporate accounting and financial reporting processes. The primary responsibilities and functions of our Audit Committee will be, among other things, as follows:

Upon completion of this offering, our compensation committee is expected to consist of Mr. Barclay, Mr. Mass and Mr. Stern. Each of these directors will be independent under NYSE listing standards and will qualify as a non-employee director for purposes of Rule 16b-3 under the Exchange Act.

Pursuant to its charter, the primary responsibilities and functions of our Compensation Committee will be, among other things, as follows:

Upon completion of this offering, our nominating and governance committee is expected to consist of Mr. Barclay, Mr. Mass and Mr. Stern. Each of these directors will be independent under NYSE listing standards.

Pursuant to its charter, the primary responsibilities and functions of our Nominating and Corporate Governance Committee will be, among other things, as follows:

Our current leadership structure permits the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals. Joel Shine presently occupies both positions. Our Board of Directors has determined this structure to be in the best interests of the Company and its stockholders at this time due to Mr. Shine's extensive experience in the homebuilding industry.

Furthermore, David Barclay will serve as our lead independent director. As our lead independent director, Mr. Barclay will hold a critical role in assuring effective corporate governance and in managing the affairs of our Board of Directors. Among other responsibilities, Mr. Barclay will:

Our Board of Directors will periodically review the leadership structure and may make changes in the future.

Our Board of Directors will be actively involved in oversight of risks that could affect the Company. Our Board of Directors expects to satisfy this responsibility through full reports by each committee chair (principally, the Audit Committee chair) regarding such committee's considerations and actions, as well as through regular reports directly from the officers responsible for oversight of particular risks within the Company.

The Audit Committee will be primarily responsible for overseeing the risk management function at the Company on behalf of our Board of Directors. In carrying out its responsibilities, the Audit Committee will work closely with management. The Audit Committee will meet at least quarterly with members of management and, among things, receive an update on management's assessment of risk exposures (including risks related to liquidity, credit and operations, among others). The Audit Committee chair will provide periodic reports on risk management to the full Board of Directors.

In addition to the Audit Committee, the other committees of the Board of Directors will consider the risks within their areas of responsibility. For example, the Compensation Committee will consider

the risks that may be implicated by the Company's executive compensation programs. The Company does not believe that risks relating to its compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

Our Board of Directors will adopt a Code of Business Conduct and Ethics (the "Code of Ethics") that is applicable to all directors, employees and officers of the Company. The Code of Ethics will constitute the Company's "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act. The Company intends to disclose future amendments to certain provisions of the Code of Ethics, or waivers of such provisions applicable to the Company's directors and executive officers, on the Company's website at www.woodsidehomes.com.

The Code of Ethics will be available on the Company's website at www.woodsidehomes.com. In addition, printed copies of the Code of Ethics will be available upon written request to Investor Relations, Woodside Homes, Inc., 39 East Eagleridge Drive, Suite 102, North Salt Lake City, Utah 84054.

None of the members of the Compensation Committee has ever been an officer or employee of the Company or any of its subsidiaries. None of the Company's named executive officers (as set forth under "Executive Compensation") has ever served as a director or member of the Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served in either of those capacities for the Company.

Stockholders may send communications to our Board of Directors by writing to Woodside Homes, Inc., 39 East Eagleridge Drive, Suite 102, North Salt Lake City, Utah 84054, Attention: Board of Directors.

This section addresses our executive compensation program for our named executive officers with respect to the year ended December 31, 2013. It includes a discussion of our compensation objectives and philosophy and the material elements of compensation earned by, or awarded or paid to, our "named executive officers," which include our principal executive officer and our three other most highly compensated executive officers. This section also describes the compensation actions taken during 2013 and is intended to provide a further understanding of the amounts displayed in the required tabular disclosures. In addition, we highlight certain attributes of our executive compensation program and compensation approach that we intend to adopt when we are a public company. The information set forth in this section is presented pursuant to the reduced disclosure rules applicable to emerging growth companies. See "Prospectus Summary—Emerging Growth Company Status."

Our compensation structure is built on a pay-for-performance philosophy, and is designed to align the interests of our executives and our shareholders and motivate our executives to achieve our targeted financial and other performance objectives in order to foster and promote the long-term financial success of the Company. To help achieve these objectives, a significant portion of our executive officers' compensation is at-risk and provided in the form of performance-based compensation, with significant upside potential for strong performance and the possibility of no payment for underperformance.

The following table shows information regarding the compensation of our named executive officers for services performed in the years ended December 31, 2013 and 2012.

Name and Principal Position

Joel Shine	2013	600,000	808,023	810,000	134,900	2,352,923
Chief Executive Officer	2012	600,000	—	630,000	59,400	1,289,400
and President
James R. Robideau	2013	340,000	435,089	340,000	500	1,115,589
Chief Financial Officer	2012	300,000	29,239	321,000	—	650,239
Jay Moss	2013	335,000	372,934	335,000	12,500	1,055,434
Chief Marketing Officer	2012	335,000	29,239	257,950	11,400	633,589
Wayne Farnsworth	2013	294,000	310,778	275,625	500	880,903
Secretary and	2012	280,000	29,239	295,600	—	604,839
General Counsel

The primary elements of our compensation structure are base salary, annual cash incentive bonuses, long-term incentives in the form of grants under the PH Holding LLC Woodside Share Unit Plan (our long-term incentive plan, or LTIP), and certain employee benefits and perquisites. The objectives of each principal element of our executive compensation program for fiscal 2013 are described in more detail below.

The named executive officers receive a base salary to compensate them for services they render. The base salary is intended to provide a fixed component of compensation that reflects the executive's skill set, experience, role and responsibilities. It is designed to be at a level that we believe is reflective of the market and necessary to attract and retain the caliber of professionals needed to achieve high performance and grow the business.

For 2014, the Compensation Committee of Woodside LLC approved base salaries of $650,000 for Mr. Shine, $375,000 for Mr. Robideau, $335,000 for Mr. Moss, and $325,000 for Mr. Farnsworth.

The second component of named executive officer compensation is an annual cash incentive bonus based on company performance. Through the bonus program, we seek to provide an appropriate amount of short-term cash compensation that is at-risk and tied to the achievement of certain short-term performance goals. Linking a portion of total compensation to annual company and individual performance permits us to adjust the performance measures each year to reflect changing objectives and those that may be of special importance for a particular year.

In 2013 under this plan, key executives, including the named executive officers, were eligible to receive a discretionary bonus consisting of two components: (1) an objective component based on company financial performance goals (consisting of 75% of the bonus potential) and (2) a strategic component based on achievement of strategic initiatives, individual performance goals and other considerations (consisting of 25% of the bonus potential).

The objective component for each named executive officer was based on the achievement of the Company's financial goals, after provisions for payment of the LTIP and the annual bonuses. Financial goals included goals related to actual adjusted net income compared to Woodside LLC's target adjusted net income. Adjusted net income is net income excluding gains, losses, or impairments on pre-bankruptcy legacy land assets held for sale. Gains and losses on land sales are included in the adjusted net income calculation at the discretion of the Board of Directors of Woodside LLC (the

"Woodside Board"), if the land sale was included in the approved business plan or approved land acquisition plan (asset allocation plan). The strategic component for each named executive officer was based, in part, on the assessment of the Woodside Board of achievement of the following objectives approved by the Woodside Board:

The 2013 target bonus amounts for each of Mr. Shine, Mr. Robideau, Mr. Moss and Mr. Farnsworth were $600,000 (100% of base salary), $272,000 (80% of base salary), $268,000 (80% of base salary), and $220,500 (75% of base salary), respectively.

The 2013 adjusted net income target was $25,137,879. The actual adjusted net income was $30,900,369, which was approximately 123% of the adjusted net income target, resulting in objective bonuses of $553,500 (75% × 123% of target × 100% of base salary) for Mr. Shine, $250,920 (75% × 123% of target × 80% of base salary) for Mr. Robideau, $247,230 (75% × 123% of target × 80% of base salary) for Mr. Moss, and $203,411 (75% × 123% of target × 75% of base salary) for Mr. Farnsworth. The remaining portion of the bonuses, which were based on the strategic components and the Woodside Board's discretion, resulted in additional bonus awards of $256,500 for Mr. Shine for a total bonus of $810,000 (135% of target), $89,080 for Mr. Robideau for a total bonus of $340,000 (125% of target), $87,770 for Mr. Moss for a total bonus of $335,000 (125% of target) and $72,214 for Mr. Farnsworth for a total bonus of $275,625 (125% of target).

A portion of the bonuses earned are paid several months following their initial determination. The percentage of bonus payouts and expected payout dates are:

The entire bonus for Mr. Shine was paid in full on or prior to March 15, 2014, pursuant to the terms of his employment agreement.

For 2014, the Compensation Committee of Woodside LLC approved target bonuses of 150% of base salary ($975,000) for Mr. Shine, 100% of base salary ($375,000) for Mr. Robideau, 90% of base salary ($301,500) for Mr. Moss, and 80% of base salary ($260,000) for Mr. Farnsworth.

On January 1, 2011 Woodside LLC established the PH Holding LLC Woodside Share Unit Plan to provide long-term incentives to our key executives, including our named executive officers. The intent of the LTIP is to foster and promote the long-term financial success of the Company by motivating performance through incentive compensation, attracting and retaining critical talent and enabling participants to participate in the long-term growth and financial success of the Company. The LTIP also provides a balance to the short-term cash components of our compensation program, aligns a portion of our executives' compensation with the interests of the existing owners of Woodside LLC, promotes retention, and reinforces our pay-for-performance structure.

LTIP grants to our named executive officers have been in the form of Performance Share Units (PSUs), i.e. phantom units with values based on the book value (or appreciation in the book value) of

Woodside LLC, i.e. book value divided by the total number of LLC Units of the company. PSUs are subject to vesting over either three or five years:

Once an award is fully vested, 50% of the value of the PSUs at that time is distributed to the participant, and the number of vested PSUs is correspondingly reduced by 50%. The value of the remaining vested PSUs is distributed to the participant upon either termination of employment without cause or upon a change of control of Woodside LLC.

In general, unvested PSUs are forfeited upon termination of employment. Upon termination due to death, disability or hardship, participants receive a pro-rata portion of unvested PSUs, with vesting continued through the end of the year. Upon termination for cause, all vested and unvested PSUs are forfeited. Upon a change of control, any performance goal will be deemed to have been satisfied and any unvested PSUs will be fully vested and distributable.

In advance of this offering, the Compensation Committee evaluated our long term incentive programs, including the LTIP. Following this review, the Compensation Committee determined that the LTIP (which was originally designed in a manner to appropriately incentivize employees in a private company context) should be terminated and, instead, equity awards should be issued under the Woodside Homes, Inc. 2014 Equity Incentive Plan (discussed below), which will better incentivize our employees and align their interests with our shareholders once we become a public company. The LTIP will be terminated effective on or about the time of the completion of this offering. Subject to their continued employment at the time the LTIP is terminated, all of the participants in the LTIP (including each of the NEOs), will have their outstanding grants of PSUs treated in the following manner: (1) the vesting of the PSUs will be fully accelerated effective upon the termination of the LTIP; (2) the PSUs will be cancelled in exchange for the right to receive a cash payment with respect to the cancelled PSUs based on (i), in the case of Mr. Shine, the fair market value of our stock upon the IPO and (ii) in the case of Messrs. Farnsworth, Moss, Robideau and all other participants, the book value of the Company implied by the IPO; and (3) such cash amounts will be paid to the participants within 30 days of the first anniversary of the LTIP termination. Each of Messrs. Shine, Robideau, Moss and Farnsworth will receive an amount equal to $ , $ , $ and $ , respectively, upon the termination of the LTIP (based on an assumed initial public offering price of $ per share of our Class A Common Stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus).

We maintain various benefit programs for eligible employees, including our named executive officers. These benefits include programs such as medical, dental, life insurance, business travel accident insurance, short-and long-term disability coverage and a 401(k) defined contribution plan.

Perquisites for our named executive officers are limited to monthly auto allowances and, for Mr. Shine, relocation expenses for his move from California to his residence in Utah. Auto allowances may be available to our other employees either in an executive role or those employees whose positions require regular driving for business as an essential job function.

While perquisites help to provide competitive total compensation packages to the named executive officers in a cost-efficient manner by providing a benefit with a high perceived value at a relatively low cost, we do not generally view perquisites as a material component of our executive compensation program. In the future, we may provide additional or different perquisites or other personal benefits in limited circumstances where we believe doing so is appropriate or for recruitment, motivation and/or retention purposes.

In November 2013, the Compensation Committee of Woodside LLC retained Pearl Meyer & Partners, LLC (PM&P), a compensation consulting firm, to evaluate our compensation programs and to provide guidance with respect to developing and implementing our compensation philosophy and programs as a public company.

We have adopted, subject to the approval of our stockholder, the Woodside Homes, Inc. 2014 Equity Incentive Plan, or 2014 Equity Incentive Plan, to attract and retain directors, officers, employees and consultants. Our 2014 Equity Incentive Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock awards.

Our 2014 Equity Incentive Plan will be administered by our Board of Directors, which may delegate certain of its authority under our 2014 Equity Incentive Plan to a committee or committees. Our Board of Directors will have the authority to make awards to eligible participants, which include our officers, directors, employees and consultants, and persons expected to become our officers, directors, employees or consultants. The Board of Directors may delegate to one or more officers the authority to designate which non-officer employees are eligible to receive awards under the 2014 Equity Incentive Plan. Our Board of Directors will also have the authority to determine what form the awards will take, the amount and timing of the awards and all other terms and conditions of the awards.

The number of shares of our Class A Common Stock that may be issued under our 2014 Equity Incentive Plan is shares, which number will automatically increase on January 1st of each year, for a period of not more than ten years, in an amount such that the total number of shares of Class A Common Stock reserved for issuance as of January 1st of each year is not less than 5% of the total number of shares of Class A Common Stock outstanding on December 31st of the preceding calendar year. Prior to January 1st of a given year, the Board may determine not to increase the number of shares of Class A Common Stock for such year or to increase the number of shares of Class A Common Stock by less than it would otherwise automatically be increased. No more than shares of our Class A Common Stock in the aggregate may be issued in connection with incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the Code)). Shares that return to our 2014 Equity Incentive Plan as a result of expiration, forfeiture, cancellation for awards that are settled in cash, or the reacquisition by the Company in satisfaction of tax withholding obligations or the exercise price, will again be available for issuance under the 2014 Equity Incentive Plan. For purposes of satisfying the requirements under Section 162(m) of the Code, for any single plan participant during any one calendar year, a maximum of shares of Class A Common Stock may be subject to options, stock appreciation rights and other stock awards, a maximum of shares of Class A Common Stock may be subject to performance stock awards, and a maximum of $ may be granted as a performance cash award.

The 2014 Equity Incentive Plan also provides for equitable adjustments in the event of any change with respect to the Class A Common Stock without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, extraordinary dividend or distribution, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction.

Our 2014 Equity Incentive Plan authorizes the grant of incentive stock options and options that do not qualify as incentive stock options. Incentive stock options will be granted only to persons who are our employees or employees of one of our subsidiaries. The exercise price of each option will be determined by our Board of Directors (but will not be less than 100% of the fair market value of our Class A Common Stock) consistent with the applicable requirements under the Code.

Our 2014 Equity Incentive Plan authorizes the grant of stock appreciation rights. A stock appreciation right provides the recipient with the right to receive, upon exercise of the stock appreciation right, cash, shares of our Class A Common Stock or a combination. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of the shares of our Class A Common Stock on the date of exercise over the shares' fair market value on the date of grant (but in no event will such amount be less than 100% of the fair market value of our Class A Common Stock on the date of grant). Stock appreciation rights will become exercisable in accordance with terms determined by our Board of Directors. Stock appreciation rights may be granted in tandem with an option grant or as independent grants. The term of a stock appreciation right cannot exceed, in the case of a tandem stock appreciation right, the expiration, cancellation or other termination of the related option and, in the case of a free-standing stock appreciation right, ten years from the date of grant.

Our 2014 Equity Incentive Plan also provides for the grant of restricted stock and restricted stock units. Our Board of Directors will determine the number of shares of Class A Common Stock subject to a restricted stock award or restricted stock unit and the restriction period, performance period (if any), the performance measures (if any) and the other terms applicable to a restricted stock award under our 2014 Equity Incentive Plan. A restricted stock award may be awarded in consideration for (i) cash, check, bank draft, electronic funds, wire transfer, or money order payable to the company, (ii) past services to the company or an affiliate, or (iii) any other form of legal consideration that may be acceptable to the Board of Directors, in its sole discretion, and permissible under applicable law.

Restricted stock units confer on the participant the right to receive one share of Class A Common Stock or, in lieu thereof, the fair market value of such share of Class A Common Stock in cash. The holders of awards of restricted stock will be entitled to receive dividends, and the holders of awards of restricted stock units may be entitled to receive dividend equivalents.

Our 2014 Equity Incentive Plan also authorizes the grant of performance awards. Performance awards represent the participant's right to receive an amount of cash, shares of our Class A Common Stock, or a combination of both, contingent upon the attainment of specified performance measures within a specified period. Our Board of Directors will determine the applicable performance period, the performance goals and such other conditions that apply to the performance award.

Our 2014 Equity Incentive Plan also authorizes the grant of other stock awards, valued by reference to the Class A Common Stock, and which may be granted either alone or in tandem with other stock awards. The Board of Directors has the sole and complete authority to determine eligibility, timing and all other terms and conditions of such grants.

Subject to the terms of the applicable award agreement, upon a "change in control" (as defined in our 2014 Equity Incentive Plan), our Board of Directors may, in its discretion, (i) require the surviving or acquiring corporation, following a change in control, to assume the issued but unvested award, or substitute a similar award in its place, (ii) arrange to assign the repurchase rights held by the Company, with respect to common stock under an applicable award, to the surviving corporation or acquiring corporation, (iii) accelerate the vesting, in whole or in part, of an award to a date prior to the effective time of such change in control, (iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the award on a date prior to the effective time of such change in control or (v) cancel an award, to the extent not vested or not exercised prior to the effective time of the change in control, in exchange for a payment, in such form as may be determined by our Board of Directors equal to the excess, if any, of (x) the value of the property the holder would have received upon the exercise of the award immediately prior to the effective time of the change in control, over (x) any exercise price payable by such holder in connection with such exercise.

If the surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent company) refuses to assume, continue, replace with new awards or otherwise substitute a new award for, an outstanding award (including unvested outstanding shares), that award will become fully vested immediately prior to the change in control.

Our 2014 Equity Incentive Plan will automatically expire on the tenth anniversary of its effective date. Our Board of Directors may terminate or amend our 2014 Equity Incentive Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation. Our Board of Directors may amend the terms of any outstanding award under our 2014 Equity Incentive Plan at any time. No amendment or termination of our 2014 Equity Incentive Plan or any outstanding award may adversely affect any of the rights of an award holder without the holder's consent.

In connection with this offering, we intend to file a registration statement on Form S-8 to register the total number of shares of our Class A Common Stock that may be issued under our 2014 Equity Incentive Plan.

In connection with this offering, we intend to grant awards for an aggregate of 655,000 shares of our Class A Common Stock to our named executive officers under the 2014 Equity Incentive Plan described below. The awards will consist of (i) stock options to acquire 505,000 shares of Class A Common Stock in the aggregate at an exercise price equal to the initial public offering price per share for Class A Common Stock and (ii) 150,000 restricted shares of Class A Common Stock.

As of the closing date of this offering, or the IPO date, each named executive officer is eligible to receive a sign-on equity award, in each case subject to the terms of the 2014 Equity Incentive Plan and the terms of the applicable award agreements. Mr. Shine is eligible to receive a sign-on equity grant as follows: options to acquire 250,000 shares of Class A Common Stock (150,000 of which vest 20% on the first anniversary of the IPO date and 40% on each of the second and third anniversaries of the IPO date; and 100,000 of which cliff vest three years after the IPO date) and 75,000 shares of restricted Class A Common Stock (which vest 20% on the first anniversary of the IPO date and 40% on each of the second and third anniversaries of the IPO date). Each of Messrs. Robideau, Moss and Farnsworth is eligible to receive a sign-on equity grant as follows: options to acquire 85,000 shares of Class A Common Stock (50,000 of which vest 20% on the first anniversary of the IPO date and 40% on each of the second and third anniversaries of the IPO date; and 35,000 of which cliff vest three years after the

IPO date) and 25,000 shares of restricted Class A Common Stock (which vest 20% on the first anniversary of the IPO date and 40% on each of the second and third anniversaries of the IPO date).

As of December 31, 2013 we were party to an employment agreement and a relocation letter agreement with Mr. Shine (dated January 1, 2012 and June 13, 2012, respectively), and letter agreements for employment and severance (in connection with a change of control) with Mr. Robideau (dated June 24, 2010 and July 19, 2012, respectively) and an employment agreement and a severance letter agreement with Mr. Moss (dated April 16, 2011 and July 19, 2012, respectively) and a severance letter agreement with Mr. Farnsworth (dated July 19, 2012) (collectively, the "Prior Agreements").

Woodside Inc., Woodside LLC and Woodside Group, LLC, a Nevada limited liability company that is a subsidiary of Woodside LLC, entered into employment agreements, dated March 14, 2014, with each of Messrs. Shine, Robideau, Moss and Farnsworth (collectively, the "Employment Agreements"). The Employment Agreements supercede the Prior Agreements.

The Employment Agreements provide for an initial term of three years, subject to automatic extensions for successive one-year terms unless earlier terminated or either party provides written notice of non-renewal 90 days prior to the end of the applicable term. Mr. Shine is entitled to receive an annual base salary of $650,000, and each of Messrs. Robideau, Moss and Farnsworth are entitled to receive an annual base salary of $375,000, $335,000 and $325,000, respectively. Pursuant to the Employment Agreements, base salary may be increased but may not be decreased, except in the event of a reduction in salaries of executives generally, but in no event less than 90% of the highest base salary paid to the applicable executive during his employment. Each of the executives will be eligible to receive an annual cash bonus award with a minimum target bonus opportunity as percentage of base salary. The annual bonus is payable upon the achievement of certain performance goals to be established by the Compensation Committee (following good faith consultation with Mr. Shine) within 90 days of the beginning of the applicable performance period. In addition, each of the executives is entitled to receive a perquisite allowance as follows: Mr. Shine $35,000; and $15,000 for each of Messrs. Robideau, Moss and Farnsworth. In addition, during the term of employment, each of the executives will be entitled to participate in all employee benefit plans and fringe benefit plans that are generally available to senior executives of the Company.

As of the IPO date, each of the executives is also eligible to receive a sign-on equity award, as described under "—IPO Equity Grants."

Upon a termination of employment by the Company without cause or by the applicable executive for good reason, the applicable executive would be entitled to severance payments, comprised of the following: (i) accrued compensation and benefits, (ii) a pro-rated annual bonus for the year of termination based on the executive's actual level of achievement of applicable performance targets, (iii) a lump sum payment equal to 18 months of COBRA for Mr. Shine only (12 months for each of Messrs. Robideau, Moss and Farnsworth), (iv) certain accelerated vesting of the equity award pursuant to the terms of the equity awards, and (v) a cash payment in the form of a multiple of the executive's base salary and target bonus, to be paid in installments over a 12-month period. Mr. Shine would be entitled to receive a cash payment equal to two times his base salary plus one times his target annual bonus. Each of Messrs. Robideau, Moss and Farnsworth would be entitled to receive a cash payment equal to one times base salary plus one times his target annual bonus.

In the event of a change in control following the consummation of this offering, each of the executives would be entitled to full vesting of their equity awards, unless the applicable award is assumed by the acquiring company. Upon a termination of employment by the Company without cause or by the executive for good reason during the period when the Company is a party to an agreement relating to a transaction, the consummation of which would result in a change in control, or the period commencing on the date of a change in control and ending on the second anniversary of such date,

each of the executives would be entitled to receive enhanced severance payments (in lieu of the ordinary severance described above), as follows: (i) accrued compensation and benefits, (ii) a pro-rated annual bonus for the year of termination, payable based on achievement of the greater of the executive's (x) actual performance and (y) the target performance level applicable for such year of termination, (iii) a lump sum payment equal to 24 months of COBRA for Mr. Shine only (18 months for each of Messrs. Robideau, Moss and Farnsworth), (iv) full vesting of the outstanding equity under the award agreements that were assumed by an acquiring corporation, and (v) a cash payment in the form of a multiple of the executive's base salary and target bonus, to be paid in installments over an 18-month period. Upon such termination, Mr. Shine would be entitled to receive a cash payment equal to 2.5 times the sum of his base salary and target annual bonus. Each of Messrs. Robideau, Moss and Farnsworth would be entitled to receive a cash payment equal to 1.5 times the sum of his base salary and target annual bonus. In addition, in the event that such a termination of employment occurs prior to December 31, 2014 and prior to the IPO date, the applicable executive would be entitled to receive (i) a lump sum cash payment equal to an amount determined by multiplying the number of restricted shares he would otherwise have been granted on the IPO date by the per-unit consideration received by holders of common units in such change in control transaction and (ii) an additional lump sum cash payment in respect of the stock options he would otherwise have been granted on the IPO date. Mr. Shine would be entitled to receive a cash payment equal to $1,327,630 in respect of his options. Each of Messrs. Robideau, Moss and Farnsworth would be entitled to receive a cash payment equal to $451,394 in respect of his options.

Upon a termination of employment due to death or disability, each of the executives would be entitled to (i) the accrued compensation and benefits, (ii) pro-rated annual bonus for the year of termination based on the executive's actual level of achievement of applicable performance targets, and (iii) full vesting of the executive's outstanding equity awards.

In addition, if any payment to any of the executives is subject to an excise tax because the payment constitutes a "parachute payment," then such executive will receive a reduced payment amount if the excess of the total amount of the parachute payments that would otherwise be paid to such executive over 2.99 times such executive's base amount is sufficiently small that cutting back the total amount to 2.99 times such executive's base amount would result in such executive's receiving greater total payments.

In general, and except in the case of termination of employment due to death or disability, the foregoing severance payments and other benefits are subject to the applicable executive executing and delivering a release to the Company within 30 days following termination (with all periods for revocation therein having expired).

Pursuant to the Employment Agreements, each of the executives is subject to certain restrictive covenants, including a non-compete, non-solicitation of customers or clients, and non-solicitation of Company employees, in each case, for a period of 18 months following termination of employment for Mr. Shine only and 12 months for each of Messrs. Robideau, Moss and Farnsworth.

The following table sets forth specified information concerning equity awards held by each of the named executive officers as of December 31, 2013.

The following table sets forth information concerning the compensation of the non-employee directors for their service to Woodside LLC during the fiscal year ended December 31, 2013:

The Company has adopted stock ownership guidelines covering our named executive officers and our non-employee directors. The guidelines require that:

No individual subject to the stock ownership guidelines is expected to satisfy the ownership targets until the date that is five years from the date the applicable individual first becomes subject to the stock ownership guidelines.

In connection with the Offering and Reorganization Transactions, the members of Woodside LLC will amend and restate the limited liability company agreement of Woodside LLC. Woodside Inc. will control all of the business and affairs of Woodside LLC and its subsidiaries. Holders of LLC Units will generally not have voting rights under the limited liability company agreement.

Woodside Inc. will have the right to determine when distributions will be made to holders of LLC Units and the amount of any such distributions, other than with respect to tax distributions as described below. If a distribution is authorized, such distribution will be made to the holders of LLC Units on a pro rata basis in accordance with the number of LLC Units held by such holder.

The holders of LLC Units, including Woodside Inc., will incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Woodside LLC. Net profits and net losses of Woodside LLC will generally be allocated to holders of LLC Units (including Woodside Inc.) on a pro rata basis in accordance with the number of LLC Units held by such holder. The limited liability company agreement will provide for quarterly cash distributions, which we refer to as "tax distributions," to the holders of the LLC Units, which generally will be computed based on an assumed tax rate as set forth in the amended and restated limited liability company agreement. Tax distributions will be made only to the extent that all other distributions from Woodside LLC for the relevant year were insufficient to cover such tax liabilities.

The limited liability company agreement is expected to provide that, to the extent that such payments may be made in compliance with the terms of Woodside LLC's debt agreements and applicable law, in the sole discretion of Woodside Inc., as the managing member of Woodside LLC, Woodside LLC will pay or reimburse Woodside Inc. for all fees, costs, and expenses incurred by Woodside Inc. and related to the business and affairs of Woodside LLC (including expenses that relate to the business and affairs of Woodside LLC that also relate to the activities of Woodside Inc., such as costs of future securities offerings, board of director compensation, costs of periodic reports to stockholders of Woodside Inc., and accounting and legal costs).

The limited liability company agreement is expected to provide that it may be amended, supplemented, waived or modified by the written consent of Woodside Inc. in its sole discretion without the approval of any other holder of LLC Units, except that no amendment may disproportionately, materially and adversely affect the rights of a holder of LLC Units without the consent of such holder.

As described in "The Reorganization of Our Corporate Structure," we intend to use a portion of the proceeds from this offering to purchase LLC Units from certain of our existing owners. In addition, the existing holders of the LLC Units may (subject to the terms of the exchange agreement) exchange their LLC Units for shares of our Class A Common Stock on a one-for-one basis, subject to customary exchange rate adjustments for stock splits, stock dividends, reclassifications and certain other similar transactions, or, at our election, for cash. As a result of both this initial purchase and any subsequent exchanges, Woodside Inc. will become entitled to a proportionate share of the existing tax basis of the assets of Woodside LLC. In addition, Woodside LLC intends to make an election under Section 754 of the Code effective for the taxable year of the initial purchase as well as each taxable year in which an exchange of LLC Units for shares of Class A Common Stock occurs, which may result in increases to the tax basis of the assets of Woodside LLC. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that Woodside Inc. would otherwise be required to pay in the future. These increases in

tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the Offering and Reorganization Transactions, we will enter into a tax receivable agreement with the existing holders of LLC Units (and their permitted transferees). The agreement is expected to require us to pay to such holders 85% of the amount of benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the tax receivable agreement, as discussed below) as a result of any possible future increases in tax basis described above and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement itself. This will be Woodside Inc.'s obligation and not an obligation of Woodside LLC. Certain of our costs, fees and expenses incurred in connection with our administration of the tax receivable agreement will be deducted from payments made by us under the tax receivable agreement. For purposes of the tax receivable agreement, the benefit deemed realized by Woodside Inc. will be computed by comparing the actual income tax liability of Woodside Inc. (calculated with certain assumptions) to the amount of such taxes that Woodside Inc. would have been required to pay had there been no increase to the tax basis of the assets of Woodside LLC as a result of the purchases or exchanges, and had Woodside Inc. not entered into the tax receivable agreement. The tax receivable agreement is expected to become effective upon completion of this offering and will remain in effect until all such tax benefits have been utilized or expired, unless the agreement is terminated early, as described below. Woodside Inc. and its stockholders will retain the remaining 15% of the tax benefits that Woodside Inc. is deemed to realize. Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the agreement, will vary depending upon a number of factors, including:

purchase by Woodside Inc. of LLC Units as part of this offering to aggregate $ million (or $ million if the underwriters exercise their over-allotment option in full) and to range over the next 15 years from approximately $ million to $ million per year (or approximately $ million to $ million per year if the underwriters exercise their over-allotment option in full) and decline thereafter. The foregoing numbers are merely estimates that are based on current assumptions. The amount of actual payments could differ materially.

We will have the right to terminate the tax receivable agreement at any time. In addition, the tax receivable agreement will terminate early if we breach our obligations under the tax receivable agreement or upon certain mergers, asset sales, other forms of business combinations or other changes of control. If we exercise our right to terminate the tax receivable agreement, or if the tax receivable agreement is terminated early in accordance with its terms, our payment obligations under the tax receivable agreement with respect to certain exchanged or acquired LLC Units would be accelerated and would become due and payable based on certain assumptions, including that we would have sufficient taxable income to use in full the deductions arising from the increased tax basis and certain other benefits. As a result, we could make payments under the tax receivable agreement that are substantial and in excess of our actual cash savings in income tax. See "Risk Factors—Risks Related to Our Structure and Organization—In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realized in respect of the tax attributes subject to the tax receivable agreement."

Decisions made in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments we make under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the tax receivable agreement and increase the present value of such payments. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Payments are generally due under the tax receivable agreement within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of LIBOR plus 100 basis points from the due date (without extensions) of such tax return. Late payments generally accrue interest at a rate of LIBOR plus 250 basis points. However, to the extent, based on certain specified reasons, that we do not have available cash to satisfy our payment obligations under the tax receivable agreement, such deferred payments would accrue interest at a rate of LIBOR plus 100 basis points.

Payments under the tax receivable agreement will be based on the tax reporting positions that we determine. Although we are not aware of any material issue that would cause the IRS to challenge a tax basis increase, we will not be reimbursed for any payments previously made under the tax receivable agreement. No assurance can be given that the IRS will agree with the allocation of value among our assets. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the benefit that we actually realize in respect of the increases in tax basis resulting from our purchases or exchanges of LLC Units and certain other tax benefits related to our entering into the tax receivable agreement.

In connection with the Offering and Reorganization Transactions, we will enter into a registration rights agreement with certain existing owners of Woodside LLC to register for sale under the Securities Act shares of our Class A Common Stock delivered in exchange for LLC Units in the circumstances described below. This agreement is expected to provide these members (and their affiliates) with the

right to require us, at our expense, to register shares of our Class A Common Stock that are issuable upon exchange of LLC Units for shares of our Class A Common Stock. The agreement will also provide that we will pay certain expenses (other than underwriting discounts and commissions and transfer taxes) of such members (and their affiliates) of Woodside LLC relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act. The following description summarizes such rights and circumstances following our reorganization as a corporation.

Subject to certain limitations, at any time after completion of this offering, our Principal Equityholders (and their affiliates) will have the right, by delivering written notice to us, to require us to use commercially reasonable efforts to register a number of our shares of Class A Common Stock (subject to a minimum) held by such members (and their affiliates) requested to be so registered in accordance with the registration rights agreement. Within 10 days of receipt of notice of a demand registration, we will be required to give written notice to all other holders of registrable shares of Class A Common Stock. Subject to certain limitations as described below, we will include in the registration all registrable shares of Class A Common Stock with respect to which we receive a written request for inclusion in the registration within 20 days after we give our notice.

Any holder of registrable shares of Class A Common Stock will be entitled to request to participate in, or "piggyback" on, registrations of any of our securities offered for sale by us at any time after the completion of this offering. This piggyback right will apply to any registration of our securities following this offering other than a demand registration described above, a registration on Form S-4 or S-8 or a registration solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan.

The registration rights outlined above will be subject to conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration statement and our right to delay, suspend or withdraw a registration statement under specified circumstances. For example, our board may, in its good faith judgment, defer any filing for up to 90 days (which deferral may not be used more than once in any 12-month period). Furthermore, our board may, in its good faith judgment, suspend a registration on Form S-3 (which suspension may not be for more than 90 days in the aggregate during any 12-month period) for such period of time as is reasonably necessary not in excess of 90 days. Additionally, in certain circumstances we may withdraw a registration statement upon request of a holder of registrable shares of Class A Common Stock.

If requested by the managing underwriter or underwriters, holders of registrable shares of Class A Common Stock will not be able to sell or otherwise dispose of any of our equity securities or securities convertible or exchangeable or exercisable for our equity securities (including sales under Rule 144) or give any demand notice during a period commencing on the date of the request and continuing for a period not to exceed 90 days (with respect to any underwritten public offering, other than this offering, made prior to the second anniversary of this offering, and thereafter 60 days rather than 90 days) or such shorter period as may be requested by the underwriters. The managing underwriters for the relevant offering may agree to shorten this period.

In connection with this offering, we will enter into an exchange agreement with all of the existing owners of LLC Units (other than us) that is expected to entitle those owners (and certain permitted

transferees thereof) to exchange their LLC Units for shares of Class A Common Stock on a one-for-one basis, subject to customary exchange rate adjustments for stock splits, stock dividends, reclassifications and certain other similar transactions or, at our election, for cash. The exchange agreement will permit those owners to exercise their exchange rights at any time, in certain minimum increments and subject to certain conditions. In addition, the exchange agreement is expected to provide that we can require those owners to exercise their exchange rights (i) in connection with a change of control of the Company, (ii) if no holder of LLC Units (other than us) holds 3% or more of all LLC Units, or (iii) as to any holder of LLC Units, if such holder owns less than 1% of the then outstanding LLC Units, in each case unless the cash and, in the case of a change of control, marketable securities that they would receive in connection with such exchange (including the after-tax value of amounts received pursuant to the tax receivable agreement and any amounts advanced to them by us, which advanced amounts will be repaid upon the sale of the Class A common stock received in the exchange) would not be sufficient to cover the taxes that those owners would become liable for as a result of such exchange. Even if the cash that owners of LLC Units would receive in connection with an exchange required by us would not be sufficient to cover their taxes, the exchange agreement will permit us to require those owners to exchange the LLC Units for shares of Class A Common Stock if no holder holds more than 3% of all LLC Units if we elect to effect any such exchange at 110% of the exchange rate then otherwise in effect.

The exchange agreement is expected to provide that an owner will not have the right to exchange LLC Units if the Company determines that such exchange would be prohibited by law or regulation or would violate other agreements with Woodside LLC to which the owner is subject. The Company may impose additional restrictions on exchanges that it determines to be necessary or advisable so that Woodside LLC is not treated as a "publicly traded partnership" for United States federal income tax purposes.

The exchange agreement is expected to provide that if the Company has distributed excess cash or property to holders of shares of Class A Common Stock prior to an exchange of LLC Units by an owner pursuant to the exchange agreement, then upon such exchange such owner will also receive, in respect of each share of Class A Common Stock issued in such exchange, the amount of such excess cash or property that was distributed in each such prior distribution in respect of each share of Class A Common Stock outstanding at the time of such prior distribution. Excess property will consist of any property, other than cash, that was not distributed to the Company by Woodside LLC.

Excess cash will consist of any amount by which the cumulative amount of all cash distributed by the Company to its stockholders exceeds (i) the cumulative amount of all cash distributed to the Company by Woodside LLC, less (ii) the cumulative amount of all cash payments made by the Company for any purpose other than repaying debt or making distributions to its stockholders, each measured as of the time of the exchange of LLC Units.

Pursuant to a stockholders agreement that we expect to enter into with our Principal Equityholders prior to the consummation of this offering, for so long as a Principal Equityholder holds at least 60% of the shares of our Class A Common Stock held by such Principal Equityholder at the consummation of this offering after giving effect to the purchase of LLC Units with the proceeds therefrom (determined on an as-exchanged basis), such Principal Equityholder will be entitled to nominate two members of our Board of Directors and one member of each committee of our Board of Directors (subject to applicable independence requirements). When a Principal Equityholder owns less than 60%, but at least 20%, of the shares of our Class A Common Stock held by such Principal Equityholder at the consummation of this offering after giving effect to the purchase of LLC Units with the proceeds therefrom (determined on an as-exchanged basis), such Principal Equityholder will be entitled to

nominate one member of our Board of Directors and one member of each committee of our Board of Directors (subject to applicable independence requirements).

Woodside Inc. intends to use approximately $ million (or $ million if the underwriters exercise their over-allotment option in full) of the net proceeds from this offering to purchase LLC Units held by certain existing owners, in each case, at a price per LLC Unit equal to the price paid by the underwriters for shares of our Class A Common Stock in this offering. We expect that the purchase of the LLC Units from existing owners will be consummated promptly following this offering.

The following table sets forth the cash proceeds the existing owners will receive from the purchase by us of LLC Units with the proceeds from this offering (based on the midpoint of the estimated public offering price range set forth on the coverage page of this prospectus):

We expect to enter into customary indemnification agreements with our executive officers and directors that provide, in general, that we will provide them with customary indemnification in connection with their service to us or on our behalf. See "Description of Capital Stock—Limitation of Liability of Directors and Officers."

Our Board of Directors will adopt a written related person transaction policy, to be effective upon the closing of this offering, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant and a related person had or will have a direct or indirect material interest, as determined by the audit committee of our Board of Directors, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, and indebtedness, guarantees of indebtedness or employment by us of a related person. In reviewing any such proposal, our audit committee will be tasked to consider all relevant facts and circumstances, including the commercial reasonableness of the terms, the benefit or perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related person's direct or indirect interest and the actual or apparent conflict of interest of the related person.

All related party transactions described in this section occurred or will occur prior to adoption of this policy and as such, these transactions were not subject to the approval and review procedures set forth in the policy, but were nonetheless subject to the approval and review procedures in effect at the applicable times.

The following table sets forth information regarding beneficial ownership of our Class A Common Stock and of LLC Units as of December 31, 2013 for:

The number of shares of Class A Common Stock and LLC Units outstanding, the percentage of beneficial ownership and the combined voting power before this offering are based on the number of shares of Class A Common Stock, shares of Class B Common Stock and LLC Units outstanding immediately prior to this offering. The number of shares of Class A Common Stock and LLC Units outstanding, the percentage of beneficial ownership and the combined voting power after this offering are based on the number of shares of Class A Common Stock issued in this offering and the number of shares of Class B Common Stock and LLC Units issued and outstanding immediately after this offering and after giving effect to the Offering and Reorganization Transactions. LLC Units held directly or indirectly by existing owners of Woodside LLC at the time of this offering may be exchanged at any time for shares of our Class A Common Stock on a one-for-one equivalent basis.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Accordingly, if an individual or entity is a member of a "group" which has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities, such individual or entity is deemed to be the beneficial owner of such securities held by all members of the group. Further, if an individual or entity has or shares the power to vote or dispose of such securities held by another entity, beneficial ownership of such securities held by such entity may be attributed to such other individuals or entities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Except as otherwise noted, the address of each person listed in the table below is c/o Woodside Homes, Inc., 39 East Eagleridge Drive, Suite 102, North Salt Lake City, Utah 84054.

	Class A Common Stock Beneficially Owned(1)

					After Giving Effect to the Offering and Reorganization Transactions(4)		After Giving Effect to the Offering and Reorganization Transactions(5)		Combined Voting Power(2)(3)
	Prior to the Offering and Reorganization Transactions								Combined Voting Power(2)(3)
											After Giving Effect to the Offering and Reorganization Transactions(4)	After Giving Effect to the Offering and Reorganization Transactions(5)
									Prior to the Offering and Reorganization Transactions
Name and address of Beneficial Owner	Number		%		Number	%	Number	%	Prior to the Offering and Reorganization Transactions
Oaktree Capital Management, L.P. and affiliates(6)		—		—						—
Stonehill Institutional Partners, L.P. and affiliates(7)		—		—						—
Strategic Value Master Fund and affiliates(8)		—		—						—
John Hancock Life Insurance Company (U.S.A.) and affiliates(9)		—		—						—
Joel Shine		—		—						—
Rick Robideau		—		—						—
Jay Moss		—		—						—
Ryan Ortman		—		—						—
Wayne Farnsworth		—		—						—
David Barclay		—		—						—
David Keller		—		—						—
Ronald Mass		—		—						—
Mark Porath		—		—						—
Michael Short		—		—						—
Michael Stern(10)		—		—						—
All executive officers and directors of the Company, as a group		—		—						—

	LLC Units Beneficially Owned(1)

	Prior to the Offering and Reorganization Transactions				After Giving Effect to the Offering and Reorganization Transactions(4)		After Giving Effect to the Offering and Reorganization Transactions(5)
Name and address of Beneficial Owner	Number		%		Number	%	Number	%
Oaktree Capital Management, L.P. and affiliates(6)		6,485,281.28		35.14
Stonehill Institutional Partners, L.P. and affiliates(7)		6,058,338.12		32.83
Strategic Value Master Fund and affiliates(8)		2,484,661.45		13.46
John Hancock Life Insurance Company (U.S.A.) and affiliates(9)		1,740,442.28		9.43
Joel Shine		—		—
Rick Robideau		—		—
Jay Moss		—		—
Ryan Ortman		—		—
Wayne Farnsworth		—		—
David Barclay		—		—
David Keller		—		—
Ronald Mass		—		—
Mark Porath		—		—
Michael Short		—		—
Michael Stern(10)		—		—
All executive officers and directors of the Company, as a group		—		—

(1): Subject to the terms of the exchange agreement, LLC Units are exchangeable at any time and from time to time for shares of our Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and certain other similar transactions, or, at our election, for cash. See "Certain Relations and Related Party Transactions—Exchange Agreement."
(2): Represents percentage of voting power of the Class A Common Stock and Class B Common Stock of Woodside Inc. voting together as a single class. See "Description of Capital Stock."
(3): Our existing owners will hold shares of our Class B Common Stock. Each holder of Class B Common Stock will be entitled to one vote for each LLC Unit held by such holder. Accordingly, our existing owners collectively have a number of votes in Woodside Inc. that is equal to the aggregate number of LLC Units that they hold. The voting power of shares of our Class B Common Stock will

be automatically and correspondingly reduced in connection with any exchanges of LLC Units for shares of our Class A Common Stock. See "Description of Capital Stock."

(4): Assumes underwriters do not exercise their over-allotment option. See "Underwriting."
(5): Assumes exercise of the underwriters' over-allotment option in full. See "Underwriting."
(6): Reflects LLC Units and shares of Class B Common Stock directly held by Oaktree AC InvestCo, L.P., Oaktree AC InvestCo 2, L.P. and Oaktree AC InvestCo 3, L.P. (the "Oaktree HoldCos"). The co-general partners of each of the Oaktree HoldCos are affiliates of Oaktree Capital Group Holdings GP, LLC. The members of Oaktree Capital Group Holdings GP, LLC are Kevin Clayton, John Frank, Stephen Kaplan, Bruce Karsh, Larry Keele, David Kirchheimer, Howard Marks and Sheldon Stone, who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the LLC Units and shares of Class B Common Stock held by the Oaktree HoldCos. Each of the general partners, managers and members described above disclaims beneficial ownership of any LLC Units and shares of Class B Common Stock owned of record or beneficially by the Oaktree HoldCos, except to the extent of any pecuniary interest therein. The address for all of the entities and individuals identified above is c/o Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, California 90071.
(7): Reflects LLC Units and shares of Class B Common Stock directly held by Stonehill Institutional Partners, L.P. ("Stonehill"). Stonehill Capital Management LLC, a Delaware limited liability company ("SCM"), is the investment adviser of Stonehill and Stonehill General Partner, LLC ("Stonehill GP") is the general partner of Stonehill. By virtue of such relationships, SCM and Stonehill GP and the individual principals of such entities may be deemed to have voting and dispositive power over the shares owned by Stonehill. The address for all of the entities identified and the individual principals of such entities above is 885 Third Ave., 30th Floor, New York, NY 10022.
(8): Reflects LLC Units and shares of Class B Common Stock directly held SVMF 64, LLC and SVMF 62, LLC (the "Strategic Value Funds"). The address for the Strategic Value Funds is c/o Strategic Value Partners LLC, 100 West Putnam Avenue, Greenwich, CT 06830.
(9): Reflects LLC Units and shares of Class B Common Stock directly held by John Hancock Life & Health Insurance Company (fka Investors Partner Life Insurance Company) and John Hancock Life Insurance Company (U.S.A.) (successor by merger to John Hancock Life Insurance Company) (collectively, "John Hancock"). The address for John Hancock is c/o John Hancock Financial Services, 197 Clarendon Street, C-2, Boston, MA 02117.
(10): Mr. Stern, who is one of our directors, is a Managing Director of SCM, the manager of Stonehill. Mr. Stern disclaims beneficial ownership of the Class B Common Stock and LLC Units held by Stonehill.

The following is a description of our capital stock as it will be in effect upon the consummation of this offering and the material provisions of our amended and restated certificate of incorporation and amended and restated bylaws. The following is only a summary and is qualified by applicable law and by the provisions of the amended and restated certificate of incorporation and amended and restated bylaws, copies of which are available as set forth under the caption entitled "Where You Can Find More Information." References to the "Company" or "our" herein solely refer to Woodside Inc.

In connection with the Offering and Reorganization Transactions, we will file the amended and restated certificate of incorporation and our authorized capital stock will consist of shares of Class A Common Stock, par value of $0.01 per share, shares of Class B Common Stock, par value of $0.01 per share and shares of preferred stock with a par value of $0.01 per share.

Upon consummation of this offering, we expect to have shares of our Class A Common Stock outstanding (or shares of Class A Common Stock outstanding if the underwriters exercise their over-allotment option in full), shares of our Class B Common Stock outstanding, and no shares of preferred stock outstanding.

Class A Common Stock outstanding. Immediately prior to the completion of this offering, there were 1,000 outstanding shares of our Class A Common Stock, which were issued to Woodside LLC in connection with Woodside Inc.'s initial capitalization. There will be shares of Class A Common Stock outstanding (or shares of Class A Common Stock outstanding if the underwriters exercise their over-allotment option in full) after giving effect to the sale of the shares of Class A Common Stock offered hereby. The shares of Class A Common Stock to be issued upon completion of this offering will be fully paid and non-assessable.

Voting rights. The holders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of shares of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. In addition, pursuant to a stockholders agreement that we expect to enter into with our Principal Equityholders prior to the consummation of this offering, our Principal Equityholders will have certain rights to nominate directors to our board of directors and the committees thereof. See "Certain Relationships and Related Party Transactions—Stockholders Agreement" and "Management and Directors—Voting Arrangement."

Dividend rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available therefor. See "Dividend Policy."

Rights upon liquidation. In the event of liquidation, dissolution or winding-up of Woodside Inc., whether voluntarily or involuntarily, the holders of Class A Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Other rights. The holders of our Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Common Stock. The rights, preferences and privileges of holders of our Class A Common

Stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

Class B Common Stock outstanding. Immediately prior to the Offering and Reorganization Transactions, there were no outstanding shares of our Class B Common Stock. There will be shares of Class B Common Stock outstanding after giving effect to the Offering and Reorganization Transactions. The shares of Class B Common Stock to be issued upon completion of the Offering and Reorganization Transactions will be fully paid and non-assessable.

Voting Rights. Each holder of Class B Common Stock will be entitled, without regard to the number of shares of Class B Common Stock held by such holder, to one vote for each LLC Unit held by such holder. Accordingly, the holders of LLC Units holding shares of Class B Common Stock collectively have a number of votes in the Company that is equal to the aggregate number of LLC Units that they hold. Holders of shares of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. As members of Woodside LLC exchange LLC Units, the voting power afforded to them by their shares of Class B Common Stock will be automatically and correspondingly reduced. In addition, pursuant to a stockholders agreement that we will enter into with our Principal Equityholders prior to the consummation of this offering, our Principal Equityholders will have certain rights to nominate directors to our board of directors and the committees thereof. See "Certain Relationships and Related Party Transactions—Stockholders Agreement" and "Management and Directors—Voting Arrangement."

Dividend rights. Our Class B stockholders will not participate in any dividends declared by our Board of Directors.

Rights upon liquidation. In the event of any liquidation, dissolution, or winding-up of Woodside Inc., whether voluntary or involuntary, our Class B stockholders will not be entitled to receive any of our assets.

Other rights. The holders of our Class B Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class B Common Stock. The rights, preferences and privileges of holders of our Class B Common Stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

After the consummation of the Offering and Reorganization Transactions, there will be no shares of preferred stock outstanding and we will be authorized to issue up to shares of preferred stock. Our Board of Directors will be authorized without further action by you, subject to limitations prescribed by Delaware law and our certificate of incorporation, to issue preferred stock and to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. Our Board of Directors will also be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company that some of you might believe to be in your best interests or in which you might receive a premium for your shares of Class A Common Stock over the market price and may adversely affect the voting and other rights of the holders of our Class A Common Stock and Class B Common Stock, which could have an adverse impact on the

market price of our Class A Common Stock. We have no current plan to issue any shares of preferred stock following the consummation of this offering.

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the New York Stock Exchange, which would apply so long as the shares of Class A Common Stock remain listed on the New York Stock Exchange, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or the then outstanding number of shares of Class A Common Stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our Board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares at prices higher than prevailing market prices.

Our amended and restated certificate of incorporation will provide that we renounce any interest or expectancy in the business opportunities of the Principal Equityholders and of their officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries and each such party shall not have any obligation to offer us those opportunities unless presented to one of our directors or officers in his or her capacity as a director or officer. See "Risk Factors—Risks Related to Our Structure and Organization—Our Principal Equityholders have substantial influence over our business, and their interests may differ from our interests or those of our other stockholders."

Anti-Takeover Effects of Certain Provisions of Delaware Law and Charter and Bylaw Provisions

Some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult to (i) acquire of control of us by means of a proxy contest or otherwise or (ii) remove our incumbent officers and directors.

These provisions, as well as our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.

Removal of Directors. For so long as one of our Principal Equityholders owns at least 10% of our Class A Common Stock (determined on an as-exchanged basis), directors other than nominees of our Principal Equityholders may be removed with or without cause by the affirmative vote of a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class so long as one or both of our Principal Equityholders owning at least 10% of the outstanding Class A Common Stock (determined on an as-exchanged basis) votes in favor of such removal. Following the time that neither of our Principal Equityholders owns at least 10% of the outstanding Class A Common Stock (determined on an

as-exchanged basis) or if neither Principal Equityholder owning at least 10% of the outstanding Class A Common Stock (determined on an as-exchanged basis) votes in favor of removing a director, then such director may be removed only for cause by the affirmative vote of holders of at least 66²/3% of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. Each of our Principal Equityholders may remove with or without cause a director nominated by such Principal Equityholder pursuant to the terms of the stockholders agreement that we expect to enter into in prior to the consummation of this offering. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, will be able to elect all of our directors. Subject to the rights of our Principal Equityholders to nominate directors pursuant to the terms of the stockholders agreement that we expect to enter into prior to the consummation of this offering, vacancies on the board of directors are filled by a majority of the directors then in office, and not by the stockholders. For more information on our board composition, see "Management and Directors—Board of Directors."

Action by Written Consent; Special Meetings of Stockholders. The Delaware General Corporation Law ("DGCL") permits stockholder action by written consent unless otherwise provided by our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation will provide for stockholder action by written consent for so long as either of our Principal Equityholders owns at least 10% of our outstanding Class A Common Stock (determined on an as-exchanged basis), provided that such action shall only be permitted if such Principal Equityholder is a party to the written consent. Our amended and restated certificate of incorporation and our amended and restated bylaws provide that special meetings of stockholders may be called only by the Board of Directors, the chairman of the Board of Directors, the chief executive officer, either of our Principal Equityholders if such Principal Equityholder owns at least 10% of our outstanding Class A Common Stock (determined on an as-exchanged basis) or jointly by our Principal Equityholders if they collectively own at least 10% of our outstanding Class A Common Stock (determined on an as-exchanged basis). Only proposals included in the Company's notice may be considered at such special meetings.

Super Majority Approval Requirements. The DGCL generally provides that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless either a corporation's certificate of incorporation or bylaws require a greater percentage. Our amended and restated certificate of incorporation and amended and restated bylaws will provide that, except as provided below, the affirmative vote of holders of at least 66²/3% of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class will be required to amend, alter, change or repeal specified provisions, including those relating to actions by written consent of stockholders, the calling of special meetings of stockholders and the provisions relating to business combinations. For so long as either of our Principal Equityholders owns at least 10% of our outstanding Class A Common Stock (determined on an as-exchanged basis) and such Principal Equityholder votes in favor of any amendment to our bylaws or any of the foregoing amendments to our articles of incorporation, such amendments shall only require the affirmative vote of a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. The requirement of a supermajority vote to approve amendments to our amended and restated certificate of incorporation and amended and restated bylaws could enable a minority of our stockholders to exercise a veto power over any such amendments.

No Cumulative Voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation

provides otherwise. Our amended and restated certificate of incorporation does not expressly provide for cumulative voting.

Business Combinations with Interested Stockholders. In general, Section 203 of the DGCL, an anti-takeover law, prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation's voting stock, which person or group is considered an interested stockholder under the DGCL, for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. The provisions of Section 203 of the DGCL generally prohibit or delay the accomplishment of mergers or other takeover or change-in-control attempts that are not approved by a company's board of directors. We intend to elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL.

However, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203, except that they provide that our Principal Equityholders and their respective affiliates will not be deemed to be "interested stockholders," regardless of the percentage of our voting stock owned by them and that direct transferees of our Principal Equityholders receiving more than 15% but less than 25% of our Class A Common Stock (determined on an as-exchanged basis) will not be deemed to be "interested stockholders." Accordingly, such persons will not be subject to such restrictions on mergers or other takeover or change-in-control transactions.

Other Limitations on Stockholder Actions. Our amended and restated bylaws will also impose some procedural requirements on stockholders who wish to:

Under these procedural requirements, in order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to a proper subject for presentation at the meeting to our corporate secretary along with the following:

In order to submit a nomination for our Board of Directors, a stockholder must also submit any information with respect to the nominee that we would be required to include in a proxy statement, as well as some other information. If a stockholder fails to follow the required procedures, the stockholder's proposal or nominee will be ineligible and will not be voted on by our stockholders.

Our amended and restated certificate of incorporation will provide that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by applicable law, as in effect from time to time. Currently, Delaware law requires that liability be imposed for the following:

As a result, neither we nor our stockholders have the right, through stockholders' derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above.

Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, we will indemnify any officer or director of our Company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. We will reimburse the expenses, including attorneys' fees, incurred by a person indemnified by this provision when we receive an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified by us. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment.

The Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employee to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine, or if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court. Any person or entity

purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the foregoing forum selection provisions.

We will apply to list the shares of Class A Common Stock on the NYSE under the symbol "WDS."

Prior to this offering, there has been no market for our Class A Common Stock. Future sales of substantial amounts of our Class A Common Stock in the public market, or the perception that such sales could occur, could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our Class A Common Stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

All of the shares of Class A Common Stock (or shares if the underwriters exercise their over-allotment option in full) outstanding following this offering will have been issued in this offering and will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing "affiliates," as that term is defined in Rule 144 under the Securities Act.

In addition, upon consummation of the offering and the application of the net proceeds from this offering, the Principal Equityholders will directly or indirectly own an aggregate of % of the LLC Units (or % of the LLC Units if the underwriters exercise their over-allotment option in full). Pursuant to the terms of the exchange agreement, the holders of LLC Units could from time to time, subject to the requirements of the exchange agreement, exchange their LLC Units for shares of our Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and certain other similar transactions, or, at our election, for cash. Shares of our Class A Common Stock issuable to the existing holders of LLC Units upon an exchange of LLC Units would be considered "restricted securities," as that term is defined in Rule 144 at the time of this offering. However, we will enter into a registration rights agreement pursuant to which we expect to grant registration rights with respect to the shares of Class A Common Stock delivered in exchange for LLC Units. See "—Registration Rights Agreement."

Restricted securities may be sold in the public market only if they qualify for an exemption from registration under Rule 144 under the Securities Act, which is summarized below, or any other applicable exemption under the Securities Act, or pursuant to a registration statement that is effective under the Securities Act. Immediately following the consummation of this offering, the holders of approximately shares of our Class A Common Stock (on an assumed as-exchanged basis) will be entitled to dispose of their shares subject to the holding period, volume and other restrictions of Rule 144A and holders of approximately shares of our Class A Common Stock (on an assumed as-exchanged basis) will be entitled to dispose of their shares following the expiration of an initial 180-day underwriter "lock-up" period subject to the holding period, volume and other restrictions of Rule 144. The representatives of the underwriters are entitled to waive or release such holders from these lock-up provisions at their discretion prior to the expiration dates of such lock-up agreements.

In general, under Rule 144 as currently in effect, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days, an affiliate who has beneficially owned restricted shares of our Class A Common Stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

However, the six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. In addition, any sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and the availability of current public information about us.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our Class A Common Stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our Class A Common Stock, the personal circumstances of the stockholder and other factors.

In connection with this offering, we intend to enter into a registration rights agreement with certain of our existing owners to provide them with certain customary demand, piggyback and shelf registration rights. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

Upon completion of this offering, we intend to file a registration statement under the Securities Act covering all shares of Class A Common Stock issuable pursuant to the Woodside Inc. 2014 Equity Incentive Plan. Shares registered under this registration statement will be available for sale in the open market, subject to Rule 144 volume limitations applicable to affiliates, vesting restrictions with us or the contractual restrictions described below.

Our executive officers, directors and certain of our existing owners will agree that, for a period of 180 days from the date of this prospectus, they will not, subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our Class A Common Stock or securities convertible into or exchangeable or exercisable for shares of our Class A Common Stock (including the LLC Units), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities (including the LLC Units), in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives of the underwriters. In addition, our executive officers, directors and certain of our existing owners will agree that, without the prior written consent of the representatives of the underwriters, they will not, during a period of 180 days from the date of this prospectus, make any demand for or exercise any right with respect to, the registration of any shares of our Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of our Class A Common Stock (including the LLC Units).

Immediately following the consummation of this offering and the application of the net proceeds from this offering, stockholders subject to lock-up agreements will hold shares of our Class A Common Stock (on an assumed as-exchanged basis) representing approximately % of the outstanding shares of our Class A Common Stock, or approximately % if the underwriters exercise their option to purchase additional shares in full (on an assumed as-exchanged basis).

We and Woodside LLC have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our Class A Common Stock or securities convertible into or exchangeable or exercisable for any shares of our Class A Common Stock (including the LLC Units of Woodside LLC), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representatives of the underwriters for a period of 180 days after the date of this prospectus except grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof.

The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our Class A Common Stock applicable to Non-U.S. Holders (as defined below). This summary is based on current provisions of the Internal Revenue Code of 1986, as amended, or the Code, existing and proposed U.S. Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect. No opinion of counsel has been obtained, and we do not intend to seek a ruling from the Internal Revenue Service, or the IRS, as to any of the statements made and conclusions reached in the following summary. There can be no assurance that the IRS will agree with such statements and conclusions.

This summary is limited to the material U.S. federal income tax consequences to Non-U.S. Holders who purchase our Class A Common Stock pursuant to this offering and who hold shares of our Class A Common Stock as capital assets within the meaning of Section 1221 of the Code. The summary below does not address all aspects of U.S. federal income taxation that may be important to a Non-U.S. Holder in light of such Non-U.S. Holder's particular circumstances or that may be applicable to Non-U.S. Holders subject to special treatment under U.S. federal income tax law (including, for example, financial institutions, dealers in securities, traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt entities, Non-U.S. Holders who acquire our Class A Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein), Non-U.S. Holders liable for the alternative minimum tax, controlled foreign corporations, passive foreign investment companies, companies that accumulate earnings to avoid U.S. federal income tax, former citizens or former long-term residents of the United States, and Non-U.S. Holders who hold our Class A Common Stock as part of a hedge, straddle, constructive sale or conversion transaction). In addition, this discussion does not address U.S. federal tax laws other than U.S. federal income tax laws (such as U.S. federal estate tax or the Medicare contribution tax on certain net investment income), nor does it address any aspects of U.S. state, local or non-U.S. taxes. Non-U.S. Holders should consult with their own tax advisors regarding the possible application of these taxes.

For the purposes of this discussion, the term "Non-U.S. Holder" means a beneficial owner of our Class A Common Stock that is an individual, corporation, estate or trust, other than:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of our Class A Common Stock, the tax treatment of a person treated as a partner generally will depend on the status of the partner and the activities of the partnership. Persons that, for U.S. federal income tax purposes, are treated as partners in a partnership holding shares of our Class A Common Stock should consult their own tax advisors.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK. NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF OTHER U.S. FEDERAL TAX LAWS AND ANY STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK.

Distributions of cash or property made in respect of our Class A Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Except as described below under "—Effectively Connected Income," a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30%, or such lower rate specified by an applicable income tax treaty, on any dividends received in respect of our Class A Common Stock. In order to obtain a reduced rate of U.S. federal withholding tax under an applicable income tax treaty, a Non-U.S. Holder will be required to provide a properly executed IRS Form W-8BEN (or successor form) certifying such Non-U.S. Holder's entitlement to benefits under the treaty. This certification must be provided to us (or our paying agent) prior to the payment of dividends and may be required to be updated periodically. Non-U.S. Holders are urged to consult their own tax advisors regarding the possible entitlement to benefits under an income tax treaty.

To the extent a distribution exceeds our current and accumulated earnings and profits, such excess first will be treated as a return of capital to the extent of the Non-U.S. Holder's tax basis in our Class A Common Stock, and thereafter will be treated as capital gain. However, if we are unable to determine to what extent a distribution is in excess of our current or accumulated earnings and profits, we may withhold on the entire distribution, in which case the Non-U.S. Holder would be entitled to a refund from the IRS for the withholding tax on any portion of the distribution that is determined to be in excess of our current and accumulated earnings and profits.

Subject to the discussion below under "—Information Reporting and Backup Withholding" and "—FATCA," a Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale or other taxable disposition of our Class A Common Stock unless:

Under U.S. federal income tax laws, we will be a United States real property holding corporation if the fair market value of our "United States real property interests" equals or exceeds 50% of the sum of (i) our real property interests plus (ii) any other of our assets used or held for use in a trade or business. We believe that we currently are a United States real property holding corporation based upon the composition of our assets. Accordingly, any taxable gain recognized by a Non-U.S. Holder that owns (or owned while we were a Untied States real property holding corporation) more than 5% of our Class A Common Stock (directly or indirectly by attribution) on the sale or other taxable disposition of our Class A Common Stock will be subject to U.S. federal income tax as if the gain were effectively connected with the conduct of the Non-U.S. Holder's trade or business in the United States so long as we remain a United States real property holding corporation or were a United States real property holding corporation at any time during the time period described above. See "—Effectively Connected Income." In addition, if our Class A Common Stock ceases to be regularly traded on an established securities market, a transferee of our Class A Common Stock generally would be required to withhold tax, under U.S. federal income tax laws, in an amount equal to 10% of the amount realized by a Non-U.S. Holder on the sale or other taxable disposition of our Class A Common Stock. The rules regarding United States real property interests are complex, and Non-U.S. Holders are urged to consult with their own tax advisors on the application of these rules based on their particular circumstances.

If a dividend received on our Class A Common Stock, or gain from a sale or other taxable disposition of our Class A Common Stock, is treated as effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to such Non-U.S. Holder's U.S. permanent establishment), such Non-U.S. Holder generally will be subject to U.S. federal income tax on a net income basis on any such dividends or gains in the same manner as if such Non-U.S. Holder were a United States person (as defined in the Code) unless an applicable income tax treaty provides otherwise. Such Non-U.S. Holder generally will be exempt from withholding tax on any such dividends, provided such Non-U.S. Holder complies with certain certification requirements (generally on IRS Form W-8ECI). In addition, a Non-U.S. Holder that is a foreign corporation may be subject to a branch profits tax at a rate of 30% (or a lower rate provided by an applicable income tax treaty) on such Non-U.S. Holder's earnings and profits for the taxable year that are effectively connected with such Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to such holder's U.S. permanent establishment), subject to adjustments.

Generally, we must report to our Non-U.S. Holders and the IRS the amount of dividends paid during each calendar year, if any, and the amount of any tax withheld. These information reporting requirements apply even if no withholding is required (e.g., because the distributions are effectively connected with the Non-U.S. Holder's conduct of a United States trade or business, or withholding is eliminated by an applicable income tax treaty). This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the Non-U.S. Holder resides or is established.

Backup withholding generally will not apply to distributions to a Non-U.S. Holder of shares of our Class A Common Stock provided that the Non-U.S. Holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or IRS

Form W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the Non-U.S. Holder is a United States person (as defined in the Code) that is not an exempt recipient.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our Class A Common Stock within the United States or conducted through certain U.S.-related financial intermediaries, unless the beneficial owner furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or IRS Form W-8ECI (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined in the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax but merely an advance payment, which may be credited against a Non-U.S. Holder's U.S. federal income tax liability or refunded to the extent it results in an overpayment of tax and the appropriate information is timely supplied by the Non-U.S. Holder to the IRS.

Pursuant to the Foreign Account Tax Compliance Act, or "FATCA," foreign financial institutions (which include most foreign hedge funds, private equity funds, mutual funds, securitization vehicles and any other investment vehicles) and certain other foreign entities must comply with new information reporting rules with respect to their U.S. account holders and investors or confront a new withholding tax on U.S. source payments made to them (whether received as a beneficial owner or as an intermediary for another party). More specifically, a foreign financial institution or other foreign entity that does not comply with the FATCA reporting requirements generally will be subject to a 30% withholding tax with respect to any "withholdable payments." For this purpose, withholdable payments generally include U.S. source payments otherwise subject to nonresident withholding tax (e.g., U.S. source dividends) and also generally include the entire gross proceeds from the sale of any equity or debt instruments of U.S. issuers. This FATCA withholding tax will apply even if the payment would otherwise not be subject to U.S. nonresident withholding tax (e.g., because it is capital gain). The FATCA withholding obligation applies to payments of dividends on U.S. common stock on or after July 1, 2014 and to proceeds from dispositions of U.S. common stock on or after January 1, 2017. FATCA withholding will not apply to withholdable payments made directly to foreign governments, international organizations, foreign central banks of issue and individuals, and the U.S. Treasury is authorized to provide additional exceptions.

Non-U.S. Holders are urged to consult with their own tax advisors regarding the effect, if any, of the FATCA provisions to them based on their particular circumstances.

Under the terms and subject to the conditions contained in an underwriting agreement dated , 2014 we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are acting as representatives the following respective numbers of shares of Class A Common Stock:

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of Class A Common Stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated. Sales of shares of Class A Common Stock made outside the United States may be made by affiliates of the underwriters.

We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to additional shares of Class A Common Stock from us at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of Class A Common Stock.

The underwriters propose to offer the shares of Class A Common Stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per share. The underwriters and selling group members may allow a discount of $ per share on sales to other broker/dealers. After the initial public offering, the representatives may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

We have agreed to reimburse the underwriters for certain legal expenses in connection with this offering. We have also agreed to pay Solebury Capital LLC a fee for certain financial consulting services. See "—Relationship with Solebury Capital LLC." Such reimbursements and fee payment are deemed underwriting compensation by FINRA.

The representatives have informed us that the underwriters do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of Class A Common Stock being offered.

(including the LLC Units), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representatives for a period of 180 days after the date of this prospectus except grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof.

Our officers and directors and certain existing owners have agreed that they will not, subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our Class A Common Stock or securities convertible into or exchangeable or exercisable for any shares of our Class A Common Stock (including the LLC Units), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities (including the LLC Units), in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives for a period of 180 days after the date of this prospectus. In addition, our officers, directors and certain of our existing owners have agreed that, without the prior written consent of the representatives, they will not, during a period of 180 days from the date of this prospectus, make any demand for or exercise any right with respect to, the registration of any shares of our Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of our Class A Common Stock (including the LLC Units).

The underwriters have reserved for sale at the initial public offering price up to shares of Class A Common Stock for directors, officers, employees and other persons associated with us who have expressed an interest in purchasing Class A Common Stock in the offering. The number of shares available for sale to the general public in this offering will be reduced to the extent these persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A Common Stock.

We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We will apply to list the shares of Class A Common Stock on The New York Stock Exchange.

Prior to this offering, there has been no public market for our Class A Common Stock. The initial public offering price has been determined by a negotiation among us and the representatives and will not necessarily reflect the market price of our Class A Common Stock following the offering. The principal factors that were considered in determining the public offering price included:

We offer no assurances that the initial public offering price will correspond to the price at which the Class A Common Stock will trade in the public market subsequent to the offering or that an active trading market for our Class A Common Stock will develop and continue after the offering.

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A Common Stock or preventing or retarding a decline in the market price of our Class A Common Stock. As a result, the price of our Class A Common Stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking services and other commercial dealings for us and our affiliates, for which they received or will receive customary fees and expenses. In particular, an affiliate of J.P. Morgan Securities LLC is the administrative agent and a lender under our unsecured revolving credit facility. An affiliate of Credit Suisse Securities (USA) LLC is also a lender under our unsecured revolving credit facility. Furthermore, an affiliate of Credit Suisse Securities (USA) LLC owns less than 5% of the LLC Units of Woodside LLC.

In the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers, and such investment and securities activities may involve our securities and/or instruments. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. In particular, in August 2013, Credit Suisse Securities (USA) LLC acted as an initial purchaser in the offering of our 6.750% Senior Notes due 2021.

Pursuant to an engagement agreement, we engaged Solebury Capital LLC ("Solebury"), a FINRA member, to provide certain financial consulting services (which do not include underwriting services) in connection with this offering. We agreed to pay Solebury, upon successful completion of this offering, a transaction fee in an amount equal to 3.5% of the gross spread earned by the underwriters in this offering. We also agreed to reimburse Solebury for reasonable and documented out-of-pocket expenses up to a maximum of $25,000 and, in our sole discretion, may pay Solebury an additional incentive fee of up to 0.5% of the gross spread earned by the underwriters in this offering. We have provided indemnification of Solebury pursuant to the engagement agreement.

Solebury is not acting as an underwriter and has no contact with any public or institutional investor on behalf of us or the underwriters. In addition, Solebury will not underwrite or purchase any of our Class A Common Stock in this offering or otherwise participate in any such undertaking.

The distribution of the Class A Common Stock in Canada is being made only in the provinces of Ontario and Quebec on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of Class A Common Stock are made. Any resale of the Class A Common Stock in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the Class A Common Stock.

By purchasing Class A Common Stock in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the Class A Common Stock, for rescission against us in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the Class A Common Stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the Class A Common Stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which the Class A Common Stock was offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Class A Common Stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process

within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Canadian purchasers of Class A Common Stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in the Class A Common Stock in their particular circumstances and about the eligibility of the Class A Common Stock for investment by the purchaser under relevant Canadian legislation.

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

For purposes of this provision, the expression an "offer of securities to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the

Order (each such person being referred to as a "relevant person"). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be

offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

The validity of the shares of Class A Common Stock offered by this prospectus will be passed upon for us by Milbank, Tweed, Hadley & McCloy LLP, Los Angeles, California. The validity of the shares of Class A Common Stock offered by this prospectus will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York.

The balance sheet of Woodside Homes, Inc. as of March 6, 2014 has been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Woodside Homes Company, LLC as of December 31, 2013 and 2012, and for the years then ended, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Certain statistical and economic market data included in this prospectus, and in particular in the sections entitled "Prospectus Summary," "Market Overview" and "Description of Our Business," is derived from market information prepared for us by JBREC, a nationally recognized independent research provider and consulting firm, and is included in this prospectus in reliance on JBREC's authority as an expert in such matters. We have paid JBREC a fee of $72,000 for its services, plus an amount charged at an hourly rate for additional information we may require from JBREC from time to time in connection with its services.

A copy of the registration statement that relates to this offering of our Class A Common Stock, including the exhibits and the financial statements and notes filed as a part of the registration statement, may be inspected without charge at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon the payment of fees prescribed by it. You may call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference facilities. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with it.

We maintain a website at www.woodsidehomes.com. After the completion of this offering, you may access our reports, proxy statements and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information on or accessible through our website does not constitute part of, and is not incorporated by reference into, this prospectus.

We have audited the accompanying balance sheet of Woodside Homes, Inc. (the Company) as of March 6, 2014. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Woodside Homes, Inc. as of March 6, 2014, in conformity with U.S. generally accepted accounting principles.

Woodside Homes, Inc. (the Company), a Delaware Corporation, was incorporated on February 24, 2014 as a holding company for the purposes of facilitating an initial public offering of common stock and to hold an equity interest in Woodside Homes Company, LLC (Woodside LLC). The Company has not engaged in any business or other activities except in connection with its formation. Following the consummation of the offering of common stock and the reorganization of Woodside LLC, the Company expects to operate and control all of the business and affairs and thus expects to consolidate the financial results of Woodside LLC and its subsidiaries. Prior to the completion of the offering, it is expected that the limited liability company agreement of Woodside LLC will be amended and restated to, among other things, modify its capital structure by converting the different classes of interests currently held by its existing owners into one class of limited liability company interests, or LLC Units. The Company and the existing owners of Woodside LLC would then be expected to enter into an exchange agreement under which (subject to the terms of the exchange agreement) the existing owners would have the right to exchange their LLC Units for shares of our future Class A common stock on a one-for-one basis, subject to customary exchange rate adjustments for stock splits, stock dividends, reclassifications and certain other transactions. Woodside LLC's principal business consists of the purchase and development of land, use of developed land in home building, residential home construction and sales, and the sale of land and finished lots to the public.

The accompanying balance sheet has been prepared in accordance with accounting principles generally accepted in the United States. Separate statements of income, changes in stockholder's equity and cash flow have not been presented in the financial statements because there have been no activities of this entity.

The Company is authorized to issue 1,000 shares of common stock, par value $0.01 per share and 1,000 shares of preferred stock, par value $0.01 per share. At March 6, 2014, 1,000 shares of common stock, par value of $0.01 per share, were issued for $1.00 per share.

Management has evaluated subsequent events through March 17, 2014, the date the financial statements were available to be issued. No subsequent events were identified that would require recognition in the balance sheet or notes thereto.

We have audited the accompanying consolidated balance sheets of Woodside Homes Company, LLC and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Woodside Homes Company, LLC and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

WOODSIDE HOMES COMPANY, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2013 and 2012

(In thousands, except unit data)

	2013

Assets
Cash and cash equivalents	$	88,136	87,145
Restricted cash		334	213
Accounts receivable		471	700
Prepaid expenses, deposits, and other receivables		42,181	32,527
Deferred tax assets		232	—
Inventory		343,513	206,239
Property and equipment, net		4,127	2,138


Total assets	$	478,994	328,962




Liabilities and Equity
Accounts payable	$	24,449	15,397
Accrued expenses		32,073	18,495
Customer deposits		1,338	779
Notes payable		220,000	125,218


Total liabilities		277,860	159,889


Commitments and contingencies (note 12)
Equity:
Members' equity 30,000,000 units authorized, 18,453,357 units issued and outstanding as of December 31, 2013 and 2012		156,211	156,211
Retained earnings		44,923	12,862


Total equity		201,134	169,073


Total liabilities and equity	$	478,994	328,962

	2013

Revenues:
Homebuilding	$	438,103		314,216
Land and lot		3,077		14,840
Other		—		57


Total revenues		441,180		329,113


Cost of revenues:
Homebuilding		339,060		254,637
Land and lot		2,177		14,408
Other		—		757


Total cost of revenues		341,237		269,802


Gross margin:
Homebuilding		99,043		59,579
Land and lot		900		432
Other		—		(700	)


Gross margin		99,943		59,311
Operating expenses		53,190		39,926


Income from operations		46,753		19,385


Other income (expense):
Interest income		485		376
Interest expense		(790	)	(2,403	)
Loss on early retirement of debt		(13,451	)	—
Other income		497		524


Net other expense		(13,259	)	(1,503	)


Income before income tax expense		33,494		17,882
Income tax expense		(1,433	)	(184	)


Net income	$	32,061		17,698




Net income per class 1 and 2 membership unit, basic and diluted	$	1.74		0.43
Net income per class A and B membership unit, basic and diluted		—		1.02
Weighted average membership units outstanding — class 1 and 2, basic and diluted		18,453,357		18,468,286
Weighted average membership units outstanding — class A and B, basic and diluted		—		9,500,000

WOODSIDE HOMES COMPANY, LLC AND SUBSIDIARIES

Consolidated Statements of Equity

Years ended December 31, 2013 and 2012

(In thousands, except for unit data)

	Class A and B units						Class 1 and 2 units						Retained earnings (accumulated deficit)

	Class A and B units						Class 1 and 2 units									Total equity
	Units			Amount			Units			Amount						Total equity
Balance at December 31, 2011		9,500,000		$	90,009			—		$	—		$	(4,689	)	$	85,320
Net income		—			—			—			—			17,698			17,698
Distribution		—			—			—			—			(147	)		(147	)
Conversion to class 1 units		(9,500,000	)		(90,009	)		9,500,000			90,009			—			—
Issuance of members' equity (class 2 units)		—			—			9,677,419			71,812			—			71,812
Redemption of members' equity (class 1 units)		—			—			(724,062	)		(5,610	)		—			(5,610	)


Balance at December 31, 2012		—			—			18,453,357			156,211			12,862			169,073
Net income		—			—			—			—			32,061			32,061


Balance at December 31, 2013		—		$	—			18,453,357		$	156,211		$	44,923		$	201,134

WOODSIDE HOMES COMPANY, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2013 and 2012

(In thousands, except for unit data)

	2013

Cash flows from operating activities:
Net income	$	32,061		17,698
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		704		510
Amortization of debt issuance costs and original issue discount (OID)		1,000		332
Early retirement of debt issuance costs and OID		6,110		—
Provision for deferred income taxes		(232	)	—
Loss on sale of property and equipment		309		90
Impairment of inventory assets		—		220
Changes in operating assets and liabilities:
Restricted cash		(121	)	840
Accounts receivable		229		1,436
Inventory		(137,274	)	(31,037	)
Prepaid expenses, deposits, and other receivables		(9,339	)	(17,265	)
Insurance restricted cash		—		5,006
Accounts payable		9,052		1,600
Accrued expenses		13,518		(5,892	)
Customer deposits		559		259
Claims reserve liability		—		(369	)
Other liabilities		—		(3,822	)


Net cash used in operating activities		(83,424	)	(30,394	)


Cash flows from investing activities:
Proceeds from sale of property and equipment		124		455
Purchase of property and equipment		(3,069	)	(1,411	)


Net cash used in investing activities		(2,945	)	(956	)


Cash flows from financing activities:
Proceeds from issuing notes payable		220,000		125,578
Payment of debt issuance costs		(4,968	)	(4,646	)
Payment on notes payable		(127,672	)	(109,511	)
Net proceeds from issuing capital units		—		71,812
Repurchase and retirement of capital units		—		(5,610	)
Payment of distributions		—		(147	)


Net cash provided by financing activities		87,360		77,476


Net increase in cash and cash equivalents		991		46,126
Cash and cash equivalents, at beginning of year		87,145		41,019


Cash and cash equivalents, at end of year	$	88,136		87,145




Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	—		10,523
Cash paid for income taxes		1,454		500
Cash paid for additional interest on early retirement of notes payable		7,341		—
Supplemental disclosure of noncash investing and financing activities:
Accrual for unpaid debt issuance costs	$	3		—
Accrual for unpaid property and equipment additions		57		—

WOODSIDE HOMES COMPANY, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Woodside Homes Company, LLC (the Company) is the parent holding company for Woodside Group, LLC and its subsidiaries (Woodside Group). As a result of being a limited liability company, the members of the Company generally have limited liability protection under state law. The operations of Woodside Group consist of the purchase and development of land, use of developed land in home building, residential home construction and sales, and the sale of land and finished lots to the public (collectively referred to as Home Building Operations). The Company's home building subsidiaries operate under the brand name of Woodside Homes. The Company's operations are principally located in Arizona, California, Nevada, Texas, and Utah, and approximately 99% and 95% of total Company revenues are comprised of residential home construction revenues for each of the years ended December 31, 2013 and 2012, respectively.

The consolidated financial statements as of December 31, 2013 and 2012, and for the years ended December 31, 2013 and 2012, include the financial statements of Woodside Homes Company, LLC and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash equivalents consist of money market accounts and U.S. Treasury Bills that can be easily accessed and have maturities when purchased of three months or less. The Company maintained 43% and 57% of its cash and cash equivalents in two federally insured financial institutions at December 31, 2013, and 69% and 31% of its cash and cash equivalents in two federally insured financial institutions at December 31, 2012. Cash equivalents totaled $37.5 million and $60.0 million as of December 31, 2013 and 2012, respectively.

Restricted cash consists of escrow deposits of $0.3 million and $0.2 million as of December 31, 2013 and 2012, respectively. These escrow deposits primarily relate to customer deposits for certain home sales and are restricted by state law.

Accounts receivable consist of trade receivables from the close of homes and are recorded at the amount to be received from title companies involved in the transactions. The Company records an allowance for doubtful accounts when specific accounts are deemed uncollectible. For the years ended December 31, 2013 and 2012, there were no write-offs of accounts receivable and no allowance for doubtful accounts was recorded.

Accounting Standards Codification (ASC) 820, Fair Value Measurement, defines fair value, provides a framework for measuring the fair value of assets and liabilities under GAAP, and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy can be summarized as follows:

The Company's financial instruments consist of cash and cash equivalents, restricted cash, and notes payable. Fair value measurements of financial instruments are determined by various market data and other valuation techniques as appropriate. When available, the Company uses quoted market prices in active markets to determine fair value.

Inventory costs for the years ended December 31, 2013 and 2012 are categorized as follows (in thousands):

The Company accounts for its real estate inventories under ASC 360, Property, Plant, & Equipment (ASC 360). ASC 360 requires inventory costs to be reviewed for potential write-downs when impairment indicators are present. The Company has determined that each community is its asset grouping for impairment testing. Each community in the Company's owned inventory is assessed to determine if indicators of potential impairment exist. If indicators of potential impairment exist for a community, the identified asset is evaluated for recoverability in accordance with ASC 360.

For those assets deemed to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company's determination of fair value is primarily based upon discounting the estimated cash flows at a rate commensurate with the inherent risks associated with the assets and related estimated cash flow streams. In performing its impairment analysis, the Company utilized a discount rate of 15% for 2012 for those inventory balances determined to be impaired. During 2012, management evaluated certain communities and inventory that demonstrated potential impairment indicators. For the year ending December 31, 2013, the Company determined there were no potential impairment indicators. For the year ending December 31, 2012, the Company determined that communities with a carrying value of $1.6 million were impaired. Consequently, the Company recorded an impairment charge of $0.2 million to reduce the carrying value of the communities to their estimated fair value. The impairment charges are included in cost of revenues.

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives, ranging from 3 to 7 years. Major improvements that extend the life of the asset are capitalized, while minor or regular maintenance costs are expensed as incurred.

On September 25, 2012, the Company issued $75.0 million in new equity. As part of the equity offering, the existing 7.5 million Class A and 2.0 million Class B units were converted to 9.5 million Class 1 units, and the Company issued 9.7 million of the available 20.5 million new Class 2 units at $7.75 per unit to certain existing unit holders. The proceeds, net of issuance costs, totaled $71.8 million. In conjunction with the equity offering, the Company redeemed and retired 0.7 million Class 1 units at $7.75 per unit on September 27, 2012. Class 1 and Class 2 units hold the same rights and interests including, but not limited to, voting rights and rights to share in the profits of the Company. Class 1 and Class 2 represent 9.5 million and 20.5 million of the 30 million authorized units, and 8,775,938 and 9,677,419 of the 18,453,357 of the issued and outstanding units, respectively.

Homebuilding revenue is recognized at the time the home closes and title to the property is transferred to the buyer.

Cost of homebuilding revenue includes all allocated land, direct material, labor costs, and capitalized interest. Certain indirect costs related to contract performance, such as indirect labor, supplies, property taxes incurred during development, and home construction, are allocated on a percentage of construction cost incurred basis. Certain selling, general, and administrative costs are charged to operating expense as incurred.

When sales incentives involve a discount on the selling price of the home, the Company records the discount as a reduction of revenue at the time of home closing. If the sales incentive requires the Company to provide a free product or service to the customer, the cost of the free product or service is recorded as cost of revenue at the time of home closing. This includes the cost of optional upgrades and seller-paid financing or closing costs.

In the normal course of business, the Company contracts to sell land to third parties. Revenue is recognized when title to the properties has transferred to the buyer, adequate consideration has been received, and the Company has no significant future obligations.

The Company provides a limited warranty on all of its homes. The specific terms and conditions of warranties vary depending upon the market in which the Company does business. The Company generally provides a limited warranty against defects in specified workmanship and materials for one year, mechanical systems in the home for two years, and structural defects for ten years.

The Company estimates the costs that may be incurred under each limited warranty and records a liability in accrued liabilities in the consolidated balance sheets for the amount of such costs at the time

the revenue associated with the close of each home is recognized. Such costs are recognized in cost of homebuilding revenues in the consolidated statements of operations. Factors that affect the Company's warranty liability include the number of homes closed, historical and anticipated incident rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Changes in the Company's liability for limited home warranties were as follows (in thousands):

Marketing costs are included in operating expenses and are expensed as incurred. Marketing costs were $2.4 million and $2.1 million for the years ended December 31, 2013 and 2012, respectively.

As a limited liability company, the Company is generally not liable for federal and state income taxes. The Company's income is allocated to its members who are responsible for paying the tax on such income. The Company has certain subsidiaries that are taxed as C corporations at the corporate level for which an income tax provision is recorded.

The Company bases its provision or benefit for income taxes on income recognition for financial statement purposes, which includes the effects of temporary differences between financial statement income and income recognized for tax return purposes. The Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that the deferred tax asset will not be realized. At December 31, 2013, the Company did not record a valuation allowance against its deferred tax assets. At December 31, 2012, the Company's net deferred tax assets carried a full valuation allowance of $0.1 million.

The Company accounts for uncertain tax positions according to the authoritative guidance included in ASC 740, Income Taxes. The Company accounts for interest expense and penalties for unrecognized tax benefits as part of the income tax provision. During the years ended December 31, 2013 and 2012, there was no liability related to unrecognized tax benefits.

The Company is currently not under any examinations by any federal or state tax authority, but remains subject to income tax examinations for each of its open tax years, which extend back to 2010 for federal income tax purposes and 2009 for state income tax purposes. Under Rev Proc 92-29, the Company has agreed to extend the federal statute of limitations for assessing additional taxes for certain projects, which apply to years prior to 2010.

Other income/expense is recorded as income is earned and expenses are incurred. Other income was $497 thousand and $524 thousand for the period ended December 31, 2013 and 2012, respectively, and was primarily comprised of forfeited earnest money deposits from customers.

The Company accounts for variable interest entities in accordance with ASC 810, Consolidation (ASC 810). Under ASC 810, a variable interest entity (VIE) is created when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity's equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity's equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE. In accordance with ASC 810, the Company performs ongoing reassessments of whether the Company is the primary beneficiary of VIEs.

Certain balances on the financial statements and certain amounts presented in the notes are reclassified in order to conform to current year presentation.

Deferred debt issuance costs are related to fees and costs incurred to obtain loans and revolving credit facilities. These costs are being amortized to interest expense over the life of the debt based on the effective interest method.

Basic earnings per membership unit is based on the weighted average number of membership units outstanding during each year. Diluted earnings per membership unit is based on the weighted average number of membership units and dilutive potential membership units outstanding during each year. As of the year ended December 31, 2013 and 2012, the Company had no dilutive potential membership units outstanding.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, estimates may differ materially from actual results. The significant accounting policies using estimates include inventories and cost of sales, impairment of inventories, warranty liabilities, loss contingencies, accounting for variable interest entities, and accruals for costs incurred.

The Company operates one principal homebuilding business. In accordance with ASC 280, Segment Reporting (ASC 280), the Company has determined that each of its operating divisions is an operating segment.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company's Chief Executive Officer and Chief Financial Officer have been identified as the chief operating decision maker. The Company's chief operating decision maker directs the allocation of resources to operating segments based on profitability, cash flows, and the average closing price of homes within each respective segment.

The Company's homebuilding operations design, construct, and sell a wide range of homes designed to meet the specific needs in each of its markets. In accordance with the aggregation criteria defined by ASC 280, the Company's homebuilding operating segments have been grouped into two reportable segments: West and Southwest. These reporting segments have homebuilding operations located in the following locations:

Homebuilding is the Company's core business, generating 99% and 95% of consolidated revenues in fiscal year 2013 and 2012, respectively. The Company's segments are primarily engaged in the acquisition and development of land and the construction and sale of residential homes in 5 states and 7 markets in the United States. The segments generate most of their revenues from the sale of completed homes and, to a lesser extent, from the sale of land and lots.

Financial information relating to the Company's reporting segments is as follows for the years ended December 31, 2013 and 2012 (in thousands):

Depreciation expense was $0.7 million and $0.5 million for the years ended December 31, 2013 and 2012, respectively.

Fair value measurements are used for cash equivalents on a recurring basis and inventory on a nonrecurring basis when events and circumstances indicate that the carrying value may not be recoverable. The following table presents the Company's assets measured on a recurring basis at fair value as of December 31, 2013 and 2012 (in thousands):

The fair values for the Company's cash equivalents assets were determined using Level 1 inputs based on quoted prices from active markets.

The carrying amounts reported in the accompanying consolidated financial statements for cash, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturities of these financial instruments. The carrying amounts of the Company's debt obligations approximate fair value based on current interest rates for debt instruments with similar terms.

Effective August 5, 2013, the Company issued $220 million of unsecured senior notes under Rule 144A of the Securities Act, due December 15, 2021 (2021 Notes). The 2021 Notes are guaranteed by substantially all of the subsidiaries of the Company. The Company used $135.0 million of the proceeds to retire the senior notes due December 31, 2017 (2017 Notes), which included an early retirement payment of $7.3 million. The 2021 Notes bear an annual interest rate of 6.75%, with interest payments due every June and December beginning December 15, 2013. Interest expense for the 2021 Notes includes the stated interest and amortized debt issuance costs.

During the year ended December 31, 2012, the Company replaced its notes that matured on December 31, 2012 (2012 Notes) with the 2017 Notes. The 2017 Notes became effective September 25, 2012, with a principal amount of $127.7 million and a 9.75% annual interest rate paid semiannually

every June and December, beginning December 31, 2012. Interest expense for the 2017 Notes includes the stated interest, along with amortized original issue discount (OID) and debt issuance costs. The proceeds of the 2017 Notes were net of an OID of 2% and totaled $125.1 million. In 2013, the Company recorded a loss on early retirement of debt of $13.5 million in costs attributable to the 2017 Notes.

The 2012 Notes had a 7% annual interest rate with an additional 3% paid in kind interest (PIK). On September 26, 2012, the Company used the proceeds of the 2017 Notes to pay off $106.1 million of 2012 Notes along with all applicable accrued interest and PIK leaving approximately $3.0 million of principal. On October 16, 2012, the Company paid $3.2 million to note holders to satisfy the remainder of the principal, accrued interest, and PIK of the 2012 Notes.

The components of the provision for income taxes for the years ended December 31, 2013 and 2012 are as follows (in thousands):

The components of the deferred income tax assets and liabilities as of December 31, 2013 and 2012 are as follows (in thousands):

A valuation allowance is provided when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. For December 31, 2012 the Company recorded a full valuation allowance against its net deferred tax asset. This conclusion was reached based on the historical cumulative losses for the years from 2009 through 2012. As of December 31, 2013 the Company determined the deferred tax assets were more likely than not to be realizable and therefore reversed the valuation allowance based on future expected positive earnings.

A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate for the years ended December 31, 2013 and 2012 is as follows and is derived by dividing income tax expense by income before income taxes:

The Company's interest costs for the years ended December 31, 2013 and 2012 are summarized as follows (in thousands):

The beginning and end of period capitalized interest amounts above represent capitalized interest costs included in inventory as of the respective periods.

The Company sponsors a defined contribution 401(k) retirement plan. Under the plan, the Company in its discretion may match 50% of employee contributions up to a total employer contribution of 3% of Internal Revenue Service salary for eligible employees. Employees are eligible to contribute to the plan upon completion of two months of service and are eligible for the Company match upon completion of one year (1,000 hours or more) of service. Employer contributions were $0.4 million and $0.3 million to the plan for the years ended December 31, 2013 and 2012.

On January 1, 2011, and as amended from time to time, the Company adopted a long-term incentive plan (the LTIP). Pursuant to the LTIP, the Company has granted phantom units (PSUs) to the CEO, Board of Directors (BOD), certain senior corporate employees and division presidents (collectively, Management). The LTIP authorizes maximum PSU awards up to the equivalent of 10% of the membership units of the Company, and any forfeited PSUs may be reissued. The Company has elected to measure its liability classified awards using their intrinsic value. At December 31, 2013, the total PSUs available for grant was 805,961.

The initial award granted to the Company's CEO fully vested on December 31, 2012. The award will be paid in cash, upon a change in control or termination of employment from the Company based upon the transaction value or estimated fair value per unit. Until the award is paid, the measurement of the liability will be updated each reporting period based upon the estimated fair value. The Company is estimating the fair value per share based on a variety of approaches including, but not limited to, market, income, and cost approaches.

The other awards granted to the CEO, BOD, and Management carry terms requiring a 50% payout at the time of full vesting based upon the intrinsic value of the PSUs, which is calculated as the difference between the book value equity per share (the PSU Book Value) and the grant price per PSU. The remaining 50% is payable upon either (a) a change of control event and will be based upon an estimated fair value as determined by the BOD, which may include book value or (b) termination of employment equal to the vested portion valued at the PSU Book Value. The grants made in 2012 vest ratably over the performance period, while the grants made in 2013 vest only at the end of the performance period. Management has elected to use the book value per unit to measure the liability for the second 50% portion of these awards until a change in control is probable.

The grant date intrinsic value for PSUs granted during 2012 was $0.5 million. A summary of current year plan activity is as follows (in thousands, except for units):

A summary of unit value as of December 31, 2013 and 2012 is as follows (in thousands, except for units):

At December 31, 2013, 451,250 PSUs had vested out of the total 1,007,396 PSUs that are vested and expected to vest under the terms of the plan. The nonvested awards outstanding for BOD and Management were 588,125 PSUs with a weighted average grant-date price of $2.50 per PSU. Awards can be issued with a grant price less than, equal to, or greater than the Company's per unit value at the date of grant. Awards will be paid in cash and are therefore classified and recorded in accrued liabilities in the consolidated balance sheets and totaled $5.1 million and $2.5 million as of December 31, 2013 and 2012, respectively.

The awards are classified and recorded as operating expenses using the straight-line method over the vesting period. The Company expensed $2.7 million and $1.3 million for the years ended December 31, 2013 and 2012, respectively.

The unrecognized compensation cost related to outstanding awards was $3.5 million and is expected to be recognized during the years ending December 31, 2014, 2015, 2016, and 2017 as follows (in thousands):

The Company has operating lease agreements for its office facilities and miscellaneous equipment. Future minimum annual lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2013 were as follows (in thousands):

Total rental payments for the years ended December 31, 2013 and 2012 under the operating leases were $0.8 million. Included in the 2013 rental payments are amounts paid of $0.1 million under sale-leaseback transactions wherein the Company sells a home and leases it back for use as a model home.

The Company has obligations under certain development agreements with cities, counties, and other agencies related to the completion of roads, utilities, and other infrastructure related to land development for which surety bonds have been issued (Development Obligations). The Company is often required by municipalities to obtain development or performance bonds in support of the Development Obligations. At December 31, 2013, total development bonds were $43.2 million. The Company estimates it will incur approximately $19.6 million (unaudited) for completion of the Development Obligations. In the event that any such bonds are called, the Company may be required to reimburse the issuer; however, the Company does not expect that any currently outstanding bonds for the Development Obligations will be called.

The Company is involved in various legal proceedings that arise from time to time in connection with the conduct of the Company's business. In the opinion of management, such proceedings will not have a material adverse effect on the Company's results of operations, financial position, or liquidity.

As of December 31, 2013, the Company determined that it was not reasonably possible that a material loss had been incurred related to threatened or pending litigation for which it has been made aware. The Company evaluates its accruals for litigation and regulatory proceedings at least quarterly and, as appropriate, adjusts them to reflect (i) the facts and circumstances known to the Company at the time, including information regarding negotiations, settlements, rulings and other relevant events and developments; (ii) the advice and analyses of counsel; and (iii) the assumptions and judgment of management. Similar factors and considerations are used in establishing new accruals for proceedings as to which losses have become probable and reasonably estimable at the time an evaluation is made.

Based on experience, the Company believes that the amounts that may be claimed or alleged against the Company in these proceedings are not a meaningful indicator of a potential liability. The outcome of any of these proceedings, including the defense and other litigation-related costs and expenses the Company may incur, however, is inherently uncertain and could differ significantly from the estimate reflected in a related accrual, if made. Therefore, it is possible that the ultimate outcome of any proceeding, if in excess of a related accrual or if no accrual had been made, could be material to the Company's consolidated financial statements.

Certain insurable risks such as construction defect litigation are self-insured by the Company up to certain limits. The Company purchases commercial liability insurance from third parties that currently require a self-insured retention of $0.2 million per occurrence. The accrual balance of the self-insured retention was $1.7 million and $0.8 million as of December 31, 2013 and 2012, respectively, and is included in accrued liabilities in the consolidated balance sheets.

In the ordinary course of business, the Company enters into land purchase and lot option contracts to acquire rights to land. The use of such contracts generally allows the Company to reduce the market risks associated with direct land ownership and development, and to reduce the Company's capital and financial commitments, including interest and other carrying costs. Under such contracts, the Company typically pays a specified option or earnest money deposit in consideration for the right to purchase land in the future, usually at a predetermined price.

In determining whether the Company is the primary beneficiary, the Company considers, among other things, whether the Company has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. As a result of the analyses, the Company determined that as of December 31, 2013 and 2012, it was not the primary beneficiary of any VIEs from which it had acquired rights to land.

The Company's exposure to loss related to land purchase and option contracts with third parties and unconsolidated entities consisted of the Company's nonrefundable deposits totaling $7.7 million and $2.5 million as of December 31, 2013 and 2012, respectively.

During 2012, Reliant Structural Warranty Insurance Company, Inc. (Reliant), a subsidiary of Woodside Group entered into commutation agreements as to all future liabilities to Woodside Group and Century Communities, LLC and subsidiaries (Century) resulting in the Company no longer having any significant potential obligations as of December 31, 2012, related to Reliant policies. The Insurance Division of the State of Hawaii reviewed and approved the commutation agreements. Reliant paid $2.9 million to Century, and expunged all remaining liabilities in December 2012. Reliant retained $0.3 million in cash for operating expenses during its runoff period, which is expected to end

December 31, 2018, at which time all remaining cash will be remitted to Century. The revenues and cost of revenues of Reliant are reflected in other revenues and other cost of revenues in the Statements of Operations.

The following tables set forth unaudited selected financial data and operating information on a quarterly basis for the years ended December 31, 2013 and 2012 (in thousands, except per unit data).

The Company has evaluated subsequent events through March 17, 2014, which is the date these consolidated financial statements were available to be issued.

On January 29, 2014, the Company entered into an unsecured revolving credit facility (the Facility), with two lenders. The Facility provides for revolving loans of up to $30 million (which may be increased to up to $100 million upon the Company's request subject to certain conditions) and matures on January 29, 2017. The revolving Facility bears a floating interest rate based on LIBOR and Prime rates, plus a spread. Unused fees are 0.5% for any unused portion of the Facility. The Facility is guaranteed by substantially all of the Company's subsidiaries. The total amount of available borrowings is subject to limitations based on specified percentages of the value of eligible cash, receivables, and inventory.

Through and including , 2014 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

The actual and estimated expenses in connection with this offering, all of which will be borne by us, are as follows:

Each of the amounts set forth above, other than the registration fee and the FINRA filing fee, is an estimate.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation's certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

To the fullest extent permitted by Section 102(b)(7) of the DGCL, our Certificate of Incorporation provides that a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Further, it states that the liability of a director of the Company to the company or its stockholders for monetary damages shall be eliminated to the fullest extent permissible under applicable law in the event it is determined that Delaware law does not apply.

Article V of our Bylaws eliminates the personal liability of our directors for breach of their fiduciary duty as directors, except that a director shall be liable (i) for any breach of the director's duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The Bylaws provide for indemnification of the officers and directors to the full extent permitted by the DGCL. These indemnification provisions may be sufficiently broad to permit indemnification of the company's officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended, or the Securities Act.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the U.S. Securities and Exchange Commission, or the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our Company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the

question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

In addition, the Company has entered into indemnification agreements with certain of our executive officers and each of our directors pursuant to which the Company has agreed to indemnify such executive officers and directors against liability incurred by them by reason of their services as an executive officer or director to the fullest extent allowable under applicable law. We also provide liability insurance for each director and officer for certain losses arising from claims or charges made against them while acting in their capacities as our directors or officers.

The underwriting agreement filed as exhibit to this Registration Statement provides for indemnification of directors and officers of the Company by the underwriters against certain liabilities.

On August 5, 2013, Woodside Homes Company, LLC and Woodside Homes Finance Inc. issued $220 million principal amount of 6.750% Senior Notes due 2021 to Credit Suisse Securities (USA) LLC, Moelis & Company LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, each in their capacity as an initial purchaser. The 6.750% Senior Notes due 2021 were subsequently offered only to qualified institutional buyers under Rule 144A of the Securities Act, and to persons outside the United States pursuant to Regulation S of the Securities Act.

In connection with the transactions described under "The Reorganization of Our Corporate Structure" in the accompanying prospectus, the Company will issue an aggregate of shares of its Class B Common Stock to the existing owners of Woodside Homes Company, LLC. The shares of Class B Common Stock described above will be issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933 on the basis that the transaction will not involve a public offering. No underwriters will be involved in the transaction.

		Description

1.1	*	Form of Underwriting Agreement.

3.1	+	Certificate of Incorporation of Woodside Homes, Inc., as currently in effect.

3.2	+	Bylaws of Woodside Homes, Inc., as currently in effect.

3.3	*	Form of Amended and Restated Certificate of Incorporation of Woodside Homes, Inc.

3.4	*	Form of Amended and Restated Bylaws of Woodside Homes, Inc.

4.1	*	Form of Class A Common Stock Certificate.

4.2	*	Form of Registration Rights Agreement.

4.3	+	Indenture (including form of 6.750% Senior Note due 2021), dated as of August 5, 2013, among Woodside Homes Company, LLC, Woodside Homes Finance Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as Trustee.

5.1	*	Opinion of Milbank, Tweed, Hadley & McCloy LLP.

10.1	*	Form of Second Amended and Restated Limited Liability Company Agreement of Woodside Homes Company, LLC

10.2	*	Form of Indemnity Agreement, between Woodside Homes, Inc., a Delaware corporation, and the directors and executive officers of Woodside Homes, Inc..

10.3	*	Form of Exchange Agreement.

10.4	*	Form of Stockholders Agreement.

10.5	*	Form of Tax Receivable Agreement.

10.6	*	Form of Registration Rights Agreement (included as Exhibit 4.2).

10.7	*	Employment Agreement dated as of March 14, 2014, between Woodside Homes, Inc., Woodside Homes Company, LLC, Woodside Group, LLC, and Joel Shine.

10.8	*	Employment Agreement dated as of March 14, 2014, between Woodside Homes, Inc., Woodside Homes Company, LLC, Woodside Group, LLC, and James R. Robideau.

10.9	*	Employment Agreement dated as of March 14, 2014, between Woodside Homes, Inc., Woodside Homes Company, LLC, Woodside Group, LLC, and Jay Moss.

10.10	*	Employment Agreement dated as of March 14, 2014, between Woodside Homes, Inc., Woodside Homes Company, LLC, Woodside Group, LLC, and Wayne Farnsworth.

10.11	*	PH Holding LLC Woodside Share Unit Plan.

10.12	*	Woodside Homes, Inc. 2014 Equity Incentive Plan.

10.13	*	Credit Agreement, dated as of January 29, 2014, among Woodside Homes Company, LLC, as borrower, the Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as swingline lender, an issuing lender and administrative agent.

21.1	+	List of Subsidiaries of the Company.

23.1	*	Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.2	*	Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit 5.1).

23.3	*	Consent of John Burns Real Estate Consulting, LLC.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Salt Lake City, State of Utah, on , 2014.

Each person whose signature appears below constitutes and appoints Wayne Farnsworth as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement on Form S-1 has been signed on , 2014 by the following persons in the capacities indicated.

Exhibit Number		Description

1.1	*	Form of Underwriting Agreement.

3.1	+	Certificate of Incorporation of Woodside Homes, Inc., as currently in effect.

3.2	+	Bylaws of Woodside Homes, Inc., as currently in effect.

3.3	*	Form of Amended and Restated Certificate of Incorporation of Woodside Homes, Inc.

3.4	*	Form of Amended and Restated Bylaws of Woodside Homes, Inc.

4.1	*	Form of Class A Common Stock Certificate.

4.2	*	Form of Registration Rights Agreement.

4.3	+	Indenture (including form of 6.750% Senior Note due 2021), dated as of August 5, 2013, among Woodside Homes Company, LLC, Woodside Homes Finance Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as Trustee.

5.1	*	Opinion of Milbank, Tweed, Hadley & McCloy LLP.

10.1	*	Form of Second Amended and Restated Limited Liability Company Agreement of Woodside Homes Company, LLC

10.2	*	Form of Indemnity Agreement, between Woodside Homes, Inc., a Delaware corporation, and the directors and executive officers of Woodside Homes, Inc..

10.3	*	Form of Exchange Agreement.

10.4	*	Form of Stockholders Agreement.

10.5	*	Form of Tax Receivable Agreement.

10.6	*	Form of Registration Rights Agreement (included as Exhibit 4.2).

10.7	*	Employment Agreement dated as of March 14, 2014, between Woodside Homes, Inc., Woodside Homes Company, LLC, Woodside Group, LLC, and Joel Shine.

10.8	*	Employment Agreement dated as of March 14, 2014, between Woodside Homes, Inc., Woodside Homes Company, LLC, Woodside Group, LLC, and James R. Robideau.

10.9	*	Employment Agreement dated as of March 14, 2014, between Woodside Homes, Inc., Woodside Homes Company, LLC, Woodside Group, LLC, and Jay Moss.

10.10	*	Employment Agreement dated as of March 14, 2014, between Woodside Homes, Inc., Woodside Homes Company, LLC, Woodside Group, LLC, and Wayne Farnsworth.

10.11	*	PH Holding LLC Woodside Share Unit Plan.

10.12	*	Woodside Homes, Inc. 2014 Equity Incentive Plan.

10.13	*	Credit Agreement, dated as of January 29, 2014, among Woodside Homes Company, LLC, as borrower, the Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as swingline lender, an issuing lender and administrative agent.

21.1	+	List of Subsidiaries of the Company.

23.1	*	Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.2	*	Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit 5.1).

23.3	*	Consent of John Burns Real Estate Consulting, LLC.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)




Class A Common Stock, par value $0.01 per share	$	$

		Price to Public			Underwriting Discounts and Commissions (1)			Proceeds

Per Share
Total

		Page

PROSPECTUS SUMMARY			1
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA			17
RISK FACTORS			23
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			49
THE REORGANIZATION OF OUR CORPORATE STRUCTURE			51
USE OF PROCEEDS			55
DIVIDEND POLICY			56
CAPITALIZATION			57
DILUTION			59
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION			61
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA			69
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			72
MARKET OVERVIEW			92
DESCRIPTION OF OUR BUSINESS			195
MANAGEMENT AND DIRECTORS			207
EXECUTIVE COMPENSATION			216
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			227
PRINCIPAL STOCKHOLDERS			233
DESCRIPTION OF CAPITAL STOCK			236
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			246
UNDERWRITING			250
LEGAL MATTERS			258
EXPERTS			258
WHERE YOU CAN FIND MORE INFORMATION			258
INDEX TO FINANCIAL STATEMENTS			F-1


Assumed initial public offering price per share of Class A Common Stock		$
Pro forma net tangible book value per share of Class A Common Stock as of December 31, 2013
Increase in pro forma net tangible book value per share of Class A Common Stock attributable to new investors
Pro forma net tangible book value per share of Class A Common Stock after offering


Dilution per share of Class A Common Stock to new investors		$


Delaware (State or other jurisdiction of incorporation or organization)		1531 (Primary Standard Industrial Classification Code Number)		46-4957135 (I.R.S. Employer Identification Number)


with copies to:
Deborah J. Conrad, Esq. Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30^th Floor Los Angeles, California 90017 (213) 892-4000		Marisa D. Stavenas, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000


Credit Suisse		J.P. Morgan		Deutsche Bank Securities

	Shares of Class A Common Stock Purchased			Total Consideration

	Shares of Class A Common Stock Purchased			Total Consideration			Average Price Per Share of Class A Common Stock
	Number	Percent		Amount	Percent		Average Price Per Share of Class A Common Stock
Existing owners			%	$		%	$
New investors


Total				$			$


Woodside Inc. cash from capitalization	$	1,000
plus:
Gross proceeds from this offering
less:
Purchase of LLC Units from existing owners
Professional fees and expenses related to this offering


	$


Gross proceeds received by Woodside Inc. from this offering		$
Deferred offering expenses prior to this offering through December 31, 2013
Offering expenses subsequent to December 31, 2013
Increase to additional paid-in capital for an amount equal to the difference between the increase in deferred tax assets and the increase in liability due to existing owners under the tax receivable agreement


		$


Woodside LLC equity held by the non-controlling interest holders prior to the Offering and Reorganization Transactions	$	(	)
less:
Reorganization transactions whereby a portion of the LLC Units held by the non-controlling interest holders are purchased by Woodside Inc.		(	)
Offering expenses incurred by Woodside LLC prior to the offering, deferred through December 31, 2013	$	(	)


	$


2014 (partial year, from close of transaction)		$
2015
2016
2017
Total		$


Federal statutory rate				%
State and local rate				%
Rate benefit from flow-through entity				%
Effective tax rate				%

	As of December 31,

	Number of lots				Value of lots ($ in thousands)
	2013		2012		2013		2012
Land held for development		242		1,626	$	15,966	$	27,777
Land under development		2,976		1,266		97,489		47,807
Finished lots		1,356		921		113,079		45,692
Work in process		615		459		116,904		83,525
Held for sale		—		107		75		1,438


Total Owned		5,189		4,379	$	343,513	$	206,239
Controlled (not owned) lots		3,508		1,253


Total owned & controlled lots		8,697		5,632

	Payments due by period

Contractual Obligations(1)	Total		Less than 1 Year		1 - 2 Years		3 - 5 Years		After 5 Years
	($ in thousands)
6.750% Senior Notes due 2021	$	220,000	$	—	$	—	$	—	$	220,000
6.750% Senior Notes due 2021 interest		118,800		14,850		29,700		29,700		44,550
Operating leases(2)		1,306		713		588		5		—
Total	$	340,106	$	15,563	$	30,288	$	29,705	$	264,550

($ in thousands)	2013			2012

Balance at January 1,	$	870		$	681
Warranty payments during period		(400	)		(232	)
Change in warranty estimate		(169	)		(281	)
Warranty provision during period		968			702


Balance at December 31,	$	1,269		$	870

			As of December 31, 2013

	Twelve Months Ended December 31, 2013		As of December 31, 2013
	Twelve Months Ended December 31, 2013		Lots owned and controlled
Market	Lots Acquired		Lots owned and controlled
Northern California		323		1,115
Central California		144		1,163
Southern California		332		1,219
Las Vegas		663		1,375
Phoenix		68		1,715
Salt Lake City		883		1,471
San Antonio		58		639


Total		2,471		8,697

	Stock Awards

Name and Principal Position	Number of Shares or Units of Stock That Have Not Vested(1)		Market Value of Shares or Units That Have Not Vested($)(2)
Joel Shine		97,500		965,208
Chief Executive Officer and President
James R. Robideau		60,417		544,733
Chief Financial Officer
Jay Moss		52,917		470,487
Chief Marketing Officer
Wayne Farnsworth		45,417		396,240
Secretary and General Counsel

Name

David Barclay	128,500	103,593	—	232,093
David Keller	129,000	103,593	—	232,593
Ronald Mass	39,250	103,593	—	142,843
Mark Porath	61,500	103,593	—	165,093
Michael Short	65,000	103,593	—	168,593
Michael Stern(2)	52,000	103,593	—	155,593
Peter Corbell(3)	11,750	—	—	11,750

	Assuming no exercise of the over-allotment option		Assuming the over- allotment option is exercised in full

Name	Number of LLC Units	Cash Proceeds	Number of LLC Units	Cash Proceeds

Underwriter		Number of Shares

Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Zelman Partners LLC


Total

	Per Share		Total

	Without Over- allotment	With Over- allotment	Without Over- allotment	With Over- allotment
Underwriting Discounts and Commissions paid by us	$	$	$	$
Expenses payable by us	$	$	$	$


Audited Historical Financial Statements of Woodside Homes, Inc.
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of March 6, 2014		F-3
Notes to Balance Sheet as of March 6, 2014		F-4
Audited Historical Financial Statements of Woodside Homes Company, LLC
Report of Independent Registered Public Accounting Firm		F-5
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-6
Consolidated Statements of Operations for the years ended December 31, 2013 and 2012		F-7
Consolidated Statements of Equity for the years ended December 31, 2013 and 2012		F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012		F-9
Notes to Consolidated Financial Statements		F-10


Assets
Cash	$	1,000


Total assets	$	1,000




Commitments and contingencies
Stockholder's Equity
Stockholder's equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding	$	10
Additional paid in capital		990


Total stockholder's equity	$	1,000

	2013					Estimated useful lives

Office furniture and equipment	$	2,678		1,230		3 - 7 years
Model and sales office furniture		2,347		1,489		5 years
Vehicles		286		192		5 years


		5,311		2,911
Less accumulated depreciation		(1,184	)	(773	)


Net property and equipment	$	4,127		2,138

	2013

Current provision:
Federal	$	1,219		51
State		446		133


Current provision for income taxes		1,665		184


Deferred provision:
Federal		(79	)	2,699
State		(23	)	583
Change in valuation allowance		(130	)	(3,282	)


Deferred provision for income taxes		(232	)	—


Total provision for income taxes	$	1,433		184

	2013

Deferred tax assets (liabilities):
Inventory	$	—		29
Fixed assets		—		(5	)
Investments		249		88
Reserves		(17	)	18


Total gross deferred tax assets		232		130
Less valuation allowance		—		(130	)


Net deferred tax assets	$	232		—



U.S. federal statutory income tax rate	34.0	%	34.0	%
Effect of income related to pass through entities	(30.3	)	(33.7	)
Change in valuation allowance	(0.4	)	(5.3	)
State tax, net of federal impact	1.0		0.7
Other	—		5.3


	4.3	%	1.0	%

	2013

Capitalized interest, beginning of period	$	5,223		2,182
Interest incurred		14,422		11,701
Less interest expensed:
Directly to interest expense		(790	)	(2,403	)
Recognized as cost of revenues		(8,859	)	(6,257	)


Capitalized interest, end of period	$	9,996		5,223

			Intrinsic value

Outstanding as of December 31, 2012	605,625		$	2,875
Granted	490,000			4,062
Forfeited	(42,396	)		305
Redeemed	(13,854	)		17


Outstanding as of December 31, 2013	1,039,375			8,888

	2013				2012

	Units		Intrinsic value		Units		Intrinsic value
Vested PSUs		451,250	$	3,945		328,542	$	2,481
Nonvested PSUs		588,125		4,943		277,083		394

Performance period									Intrinsic value at December 31, 2013

Performance period							Grant price
Start date		End date		Recipient	Units		Grant price
	1/1/2010		12/31/2012	CEO		190,000	$	—	$	3.1 million
	1/1/2012		12/31/2014	BOD and Management		391,875		7.75		1.3 million
	2/15/2013		12/31/2015	CEO, BOD, and Management		302,500		1.00		3.0 million
	2/15/2013		12/31/2017	CEO and Management		155,000		1.00		1.5 million


						1,039,375


2014	$	713
2015		479
2016		109
2017		3
2018		2
Thereafter		—


Total minimum lease payments	$	1,306

	2013

	March 31		June 30		September 30		December 31
Total revenues	$	76,696		100,512		113,903		150,069
Total gross margin		15,495		21,939		26,352		36,157
Income from operations		4,711		9,429		13,634		18,979
Net income		4,549		9,174		92		18,246
Class 1 and 2 — Basic and Diluted EPS		0.25		0.50		0.00		0.99