Supplemental Guarantor Information | Supplemental Guarantor Information 2021 Notes and 2027 Notes On May 26, 2016, TRI Pointe Group issued the 2021 Notes. On June 5, 2017, TRI Pointe Group issued the 2027 Notes. All of TRI Pointe Group’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Credit Facility, including TRI Pointe Homes, are party to supplemental indentures pursuant to which they jointly and severally guarantee TRI Pointe Group’s obligations with respect to the 2021 Notes and the 2027 Notes. Each Guarantor of the 2021 Notes and the 2027 Notes is 100% owned by TRI Pointe Group, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2021 Notes and the 2027 Notes, as described in the following paragraph. All of our non-Guarantor subsidiaries have nominal assets and operations and are considered minor, as defined in Rule 3-10(h) of Regulation S-X. In addition, TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X. There are no significant restrictions upon the ability of TRI Pointe Group or any Guarantor to obtain funds from any of their respective wholly owned subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X. A Guarantor of the 2021 Notes and the 2027 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe Group or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe Group or another Guarantor, with TRI Pointe Group or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe Group or any other Guarantor which gave rise to such Guarantor guaranteeing the 2021 Notes or the 2027 Notes; (vi) TRI Pointe Group exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged. 2019 Notes and 2024 Notes TRI Pointe Group and TRI Pointe Homes are co-issuers of the 2019 Notes and the 2024 Notes. All of the Guarantors (other than TRI Pointe Homes) have entered into supplemental indentures pursuant to which they jointly and severally guarantee the obligations of TRI Pointe Group and TRI Pointe Homes with respect to the 2019 Notes and the 2024 Notes. Each Guarantor of the 2019 Notes and the 2024 Notes is 100% owned by TRI Pointe Group and TRI Pointe Homes, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2019 Notes and the 2024 Notes, as described below. A Guarantor of the 2019 Notes and the 2024 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe or another Guarantor, with TRI Pointe or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe or any other Guarantor which gave rise to such Guarantor guaranteeing the 2019 Notes and 2024 Notes; (vi) TRI Pointe exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable indenture are discharged. Presented below are the condensed consolidating balance sheets at December 31, 2017 and December 31, 2016 , condensed consolidating statements of operations for the full years ended December 31, 2017 , 2016 and 2015 , and condensed consolidating statements of cash flows for the full years ended December 31, 2017 , 2016 and 2015 . Because TRI Pointe’s non-Guarantor subsidiaries are considered minor, as defined in Rule 3-10(h) of Regulation S-X, the non-Guarantor subsidiaries’ information is not separately presented in the tables below, but is included with the Guarantors. Additionally, because TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X, the condensed consolidated financial information of TRI Pointe Group and TRI Pointe Homes, the co-issuers of the 2019 Notes and 2024 Notes, is presented together in the column titled “Issuer” for all periods presented after July 7, 2015, the date of the Reorganization. Condensed Consolidating Balance Sheet (in thousands): December 31, 2017 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 176,684 $ 106,230 $ — $ 282,914 Receivables 56,021 69,579 — 125,600 Intercompany receivables 794,550 — (794,550 ) — Real estate inventories 855,727 2,249,826 — 3,105,553 Investments in unconsolidated entities — 5,870 — 5,870 Goodwill and other intangible assets, net 156,604 4,357 — 160,961 Investments in subsidiaries 1,448,690 — (1,448,690 ) — Deferred tax assets, net 10,892 65,521 — 76,413 Other assets 3,465 44,605 — 48,070 Total Assets $ 3,502,633 $ 2,545,988 $ (2,243,240 ) $ 3,805,381 Liabilities Accounts payable $ 9,364 $ 63,506 $ — $ 72,870 Intercompany payables — 794,550 (794,550 ) — Accrued expenses and other liabilities 92,245 238,637 — 330,882 Senior notes, net 1,471,302 — — 1,471,302 Total Liabilities 1,572,911 1,096,693 (794,550 ) 1,875,054 Equity Total stockholders’ equity 1,929,722 1,448,690 (1,448,690 ) 1,929,722 Noncontrolling interests — 605 — 605 Total Equity 1,929,722 1,449,295 (1,448,690 ) 1,930,327 Total Liabilities and Equity $ 3,502,633 $ 2,545,988 $ (2,243,240 ) $ 3,805,381 __________ (1) References to “Issuer” in Note 18, Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers Condensed Consolidating Balance Sheet (in thousands): December 31, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 141,568 $ 67,089 $ — $ 208,657 Receivables 26,692 55,808 — 82,500 Intercompany receivables 775,321 — (775,321 ) — Real estate inventories 868,088 2,042,539 — 2,910,627 Investments in unconsolidated entities — 17,546 — 17,546 Goodwill and other intangible assets, net 156,604 4,891 — 161,495 Investments in subsidiaries 1,285,295 — (1,285,295 ) — Deferred tax assets, net 15,644 107,579 — 123,223 Other assets 11,401 49,191 — 60,592 Total Assets $ 3,280,613 $ 2,344,643 $ (2,060,616 ) $ 3,564,640 Liabilities Accounts payable $ 20,637 $ 49,615 $ — $ 70,252 Intercompany payables — 775,321 (775,321 ) — Accrued expenses and other liabilities 48,496 215,349 — 263,845 Unsecured revolving credit facility 200,000 — — 200,000 Seller financed loans 13,726 — — 13,726 Senior notes, net 1,168,307 — — 1,168,307 Total Liabilities 1,451,166 1,040,285 (775,321 ) 1,716,130 Equity Total stockholders’ equity 1,829,447 1,285,295 (1,285,295 ) 1,829,447 Noncontrolling interests — 19,063 — 19,063 Total Equity 1,829,447 1,304,358 (1,285,295 ) 1,848,510 Total Liabilities and Equity $ 3,280,613 $ 2,344,643 $ (2,060,616 ) $ 3,564,640 __________ (1) References to “Issuer” in Note 18, Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers Condensed Consolidating Statement of Operations (in thousands): Year Ended December 31, 2017 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 927,247 $ 1,805,052 $ — $ 2,732,299 Land and lot sales revenue — 74,269 — 74,269 Other operations revenue — 2,333 — 2,333 Total revenues 927,247 1,881,654 — 2,808,901 Cost of home sales 780,732 1,392,519 — 2,173,251 Cost of land and lot sales — 14,888 — 14,888 Other operations expense — 2,298 — 2,298 Sales and marketing 34,286 102,780 — 137,066 General and administrative 67,006 70,758 — 137,764 Homebuilding income from operations 45,223 298,411 — 343,634 Equity in loss of unconsolidated entities — (11,433 ) — (11,433 ) Other income, net 38 113 — 151 Homebuilding income before taxes 45,261 287,091 — 332,352 Financial Services: Revenues — 1,371 — 1,371 Expenses — 331 — 331 Equity in income of unconsolidated entities — 6,426 — 6,426 Financial services income before taxes — 7,466 — 7,466 Income before taxes 45,261 294,557 — 339,818 Provision for income taxes (22,501 ) (129,766 ) — (152,267 ) Equity of net income (loss) of subsidiaries 164,431 — (164,431 ) — Net income (loss) 187,191 164,791 (164,431 ) 187,551 Net income attributable to noncontrolling interests — (360 ) — (360 ) Net income (loss) available to common stockholders $ 187,191 $ 164,431 $ (164,431 ) $ 187,191 _________ (1) References to “Issuer” in Note 18, Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers Condensed Consolidating Statement of Operations (in thousands): Year Ended December 31, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 723,186 $ 1,606,150 $ — $ 2,329,336 Land and lot sales revenue — 72,272 — 72,272 Other operations revenue — 2,314 — 2,314 Total revenues 723,186 1,680,736 — 2,403,922 Cost of home sales 607,316 1,229,011 — 1,836,327 Cost of land and lot sales — 17,367 — 17,367 Other operations expense — 2,247 — 2,247 Sales and marketing 29,092 98,811 — 127,903 General and administrative 59,327 64,792 — 124,119 Homebuilding income from operations 27,451 268,508 — 295,959 Equity in income of unconsolidated entities — 179 — 179 Other income, net 149 163 — 312 Homebuilding income before taxes 27,600 268,850 — 296,450 Financial Services: Revenues — 1,220 — 1,220 Expenses — 253 — 253 Equity in income of unconsolidated entities — 4,810 — 4,810 Financial services income before taxes — 5,777 — 5,777 Income before taxes 27,600 274,627 — 302,227 Provision for income taxes (11,322 ) (94,772 ) — (106,094 ) Equity of net income (loss) of subsidiaries 178,893 — (178,893 ) — Net income (loss) 195,171 179,855 (178,893 ) 196,133 Net income attributable to noncontrolling interests — (962 ) — (962 ) Net income (loss) available to common stockholders $ 195,171 $ 178,893 $ (178,893 ) $ 195,171 __________ (1) References to “Issuer” in Note 18, Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers Condensed Consolidating Statement of Operations (in thousands): Year Ended December 31, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 774,005 $ 1,517,259 $ — $ 2,291,264 Land and lot sales revenue — 101,284 — 101,284 Other operations revenue — 7,601 — 7,601 Total revenues 774,005 1,626,144 — 2,400,149 Cost of home sales 624,791 1,183,985 — 1,808,776 Cost of land and lot sales — 35,089 — 35,089 Other operations expense — 4,360 — 4,360 Sales and marketing 26,792 89,425 — 116,217 General and administrative 55,442 65,383 — 120,825 Homebuilding income from operations 66,980 247,902 — 314,882 Equity in income of unconsolidated entities — 1,460 — 1,460 Other (loss) income, net (127 ) 985 — 858 Homebuilding income before taxes 66,853 250,347 — 317,200 Financial Services: Revenues — 1,010 — 1,010 Expenses — 181 — 181 Equity in income of unconsolidated entities — 1,231 — 1,231 Financial services income before taxes — 2,060 — 2,060 Income before taxes 66,853 252,407 — 319,260 Provision for income taxes (20,001 ) (92,078 ) — (112,079 ) Equity of net income (loss) of subsidiaries 158,609 — (158,609 ) — Net income (loss) 205,461 160,329 (158,609 ) 207,181 Net income attributable to noncontrolling interests — (1,720 ) — (1,720 ) Net income (loss) available to common stockholders $ 205,461 $ 158,609 $ (158,609 ) $ 205,461 __________ (1) References to “Issuer” in Note 18, Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers Condensed Consolidating Statement of Cash Flows (in thousands): Year Ended December 31, 2017 Issuer (1) Guarantor Consolidating Consolidated Cash flows from operating activities: Net cash provided by operating activities $ 73,208 $ 28,466 $ — $ 101,674 Cash flows from investing activities: Purchases of property and equipment (1,424 ) (1,181 ) — (2,605 ) Proceeds from sale of property and equipment — 6 — 6 Investments in unconsolidated entities — (980 ) — (980 ) Intercompany (14,163 ) — 14,163 — Net cash (used in) provided by investing activities (15,587 ) (2,155 ) 14,163 (3,579 ) Cash flows from financing activities: Borrowings from debt 500,000 — — 500,000 Repayment of debt (413,726 ) — — (413,726 ) Debt issuance costs (5,957 ) — — (5,957 ) Distributions to noncontrolling interests — (1,333 ) — (1,333 ) Proceeds from issuance of common stock under share-based 12,291 — — 12,291 Minimum tax withholding paid on behalf of employees for (2,896 ) — — (2,896 ) Share repurchases (112,217 ) — — (112,217 ) Intercompany — 14,163 (14,163 ) — Net cash (used in) provided by financing activities (22,505 ) 12,830 (14,163 ) (23,838 ) Net increase in cash and cash equivalents 35,116 39,141 — 74,257 Cash and cash equivalents - beginning of year 141,568 67,089 — 208,657 Cash and cash equivalents - end of year $ 176,684 $ 106,230 $ — $ 282,914 __________ (1) References to “Issuer” in Note 18, Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers Condensed Consolidating Statement of Cash Flows (in thousands): Year Ended December 31, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash (used in) provided by operating activities $ (179,397 ) $ 21,087 $ — $ (158,310 ) Cash flows from investing activities: Purchases of property and equipment (1,603 ) (2,382 ) — (3,985 ) Proceeds from sale of property and equipment — 9 — 9 Investments in unconsolidated entities — (32 ) — (32 ) Intercompany 12,102 — (12,102 ) — Net cash provided by (used in) investing activities 10,499 (2,405 ) (12,102 ) (4,008 ) Cash flows from financing activities: Borrowings from debt 541,069 — — 541,069 Repayment of debt (330,458 ) (400 ) — (330,858 ) Debt issuance costs (5,062 ) — — (5,062 ) Repayment of debt payable to Weyerhaeuser — (2,442 ) — (2,442 ) Decrease in book overdrafts — 1,955 — 1,955 Distributions to Weyerhaeuser — (5,318 ) — (5,318 ) Proceeds from issuance of common stock under share-based awards 587 — — 587 Minimum tax withholding paid on behalf of employees for share-based awards (1,359 ) — — (1,359 ) Share repurchases (42,082 ) — — (42,082 ) Intercompany — (12,102 ) 12,102 — Net cash provided by (used in) financing activities 162,695 (18,307 ) 12,102 156,490 Net (decrease) increase in cash and cash equivalents (6,203 ) 375 — (5,828 ) Cash and cash equivalents - beginning of year 147,771 66,714 — 214,485 Cash and cash equivalents - end of year $ 141,568 $ 67,089 $ — $ 208,657 _________ (1) References to “Issuer” in Note 18, Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers Condensed Consolidating Statement of Cash Flows (in thousands): Year Ended December 31, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities Net cash provided by operating activities $ 1,714 $ 29,291 $ — $ 31,005 Cash flows from investing activities: Purchases of property and equipment (1,063 ) 254 — (809 ) Investments in unconsolidated entities — (1,468 ) — (1,468 ) Distributions from unconsolidated entities — 1,415 — 1,415 Intercompany 16,717 — (16,717 ) — Net cash provided by (used in) investing activities 15,654 201 (16,717 ) (862 ) Cash flows from financing activities: Borrowings from debt 140,000 — — 140,000 Repayment of debt (112,651 ) (200 ) — (112,851 ) Debt issuance costs (2,688 ) — — (2,688 ) Net repayments of debt held by variable interest entities — (6,769 ) — (6,769 ) Contributions from noncontrolling interests — 5,990 — 5,990 Distributions to noncontrolling interests — (9,823 ) — (9,823 ) Proceeds from issuance of common stock under 1,616 — — 1,616 Excess tax benefits of share-based awards 428 — — 428 Minimum tax withholding paid on behalf of employees for restricted stock units (2,190 ) — — (2,190 ) Intercompany — (16,717 ) 16,717 — Net cash provided by (used in) financing activities 24,515 (27,519 ) 16,717 13,713 Net increase in cash and cash equivalents 41,883 1,973 — 43,856 Cash and cash equivalents - beginning of period 105,888 64,741 — 170,629 Cash and cash equivalents - end of period $ 147,771 $ 66,714 $ — $ 214,485 __________ (1) References to “Issuer” in Note 18, Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers |