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 March 31, 2018 and December 31, 2017 , condensed consolidating statements of operations for the three months ended March 31, 2018 and 2017 and condensed consolidating statement of cash flows for the three months ended March 31, 2018 and 2017 . Because TRI Pointe’s non-Guarantor subsidiaries are considered minor, as defined in Rule 3-10(h) of Regulation S-X, the non-Guarantor subsidiaries’ information is not separately presented in the tables below, but is included with the Guarantors. Additionally, because TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X, the condensed consolidated financial information of TRI Pointe Group and TRI Pointe Homes, the co-issuers of the 2019 Notes and 2024 Notes, is presented together in the column titled “Issuer”. Condensed Consolidating Balance Sheet (in thousands): March 31, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 205,535 $ 119,073 $ — $ 324,608 Receivables 14,469 40,780 — 55,249 Intercompany receivables 814,269 — (814,269 ) — Real estate inventories 840,379 2,305,176 — 3,145,555 Investments in unconsolidated entities — 4,699 — 4,699 Goodwill and other intangible assets, net 156,604 4,223 — 160,827 Investments in subsidiaries 1,484,056 — (1,484,056 ) — Deferred tax assets, net 10,892 62,926 — 73,818 Other assets 13,574 68,431 — 82,005 Total assets $ 3,539,778 $ 2,605,308 $ (2,298,325 ) $ 3,846,761 Liabilities Accounts payable $ 10,622 $ 65,627 $ — $ 76,249 Intercompany payables — 814,269 (814,269 ) — Accrued expenses and other liabilities 92,438 240,752 — 333,190 Senior notes 1,473,074 — — 1,473,074 Total liabilities 1,576,134 1,120,648 (814,269 ) 1,882,513 Equity Total stockholders’ equity 1,963,644 1,484,056 (1,484,056 ) 1,963,644 Noncontrolling interests — 604 — 604 Total equity 1,963,644 1,484,660 (1,484,056 ) 1,964,248 Total liabilities and equity $ 3,539,778 $ 2,605,308 $ (2,298,325 ) $ 3,846,761 Condensed Consolidating Balance Sheet (in thousands): December 31, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 176,684 $ 106,230 $ — $ 282,914 Receivables 56,021 69,579 — 125,600 Intercompany receivables 794,550 — (794,550 ) — Real estate inventories 855,727 2,249,826 — 3,105,553 Investments in unconsolidated entities — 5,870 — 5,870 Goodwill and other intangible assets, net 156,604 4,357 — 160,961 Investments in subsidiaries 1,448,690 — (1,448,690 ) — Deferred tax assets, net 10,892 65,521 — 76,413 Other assets 3,465 44,605 — 48,070 Total assets $ 3,502,633 $ 2,545,988 $ (2,243,240 ) $ 3,805,381 Liabilities Accounts payable $ 9,364 $ 63,506 $ — $ 72,870 Intercompany payables — 794,550 (794,550 ) — Accrued expenses and other liabilities 92,245 238,637 — 330,882 Senior notes 1,471,302 — — 1,471,302 Total liabilities 1,572,911 1,096,693 (794,550 ) 1,875,054 Equity Total stockholders’ equity 1,929,722 1,448,690 (1,448,690 ) 1,929,722 Noncontrolling interests — 605 — 605 Total equity 1,929,722 1,449,295 (1,448,690 ) 1,930,327 Total liabilities and equity $ 3,502,633 $ 2,545,988 $ (2,243,240 ) $ 3,805,381 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 190,420 $ 392,152 $ — $ 582,572 Land and lot sales revenue — 223 — 223 Other operations revenue — 598 — 598 Total revenues 190,420 392,973 — 583,393 Cost of home sales 159,055 291,447 — 450,502 Cost of land and lot sales — 503 — 503 Other operations expense — 602 — 602 Sales and marketing 10,517 27,766 — 38,283 General and administrative 18,159 18,655 — 36,814 Homebuilding income from operations 2,689 54,000 — 56,689 Equity in loss of unconsolidated entities — (468 ) — (468 ) Other income, net 139 32 — 171 Homebuilding income before income taxes 2,828 53,564 — 56,392 Financial Services: Revenues — 283 — 283 Expenses — 137 — 137 Equity in income of unconsolidated entities — 1,002 — 1,002 Financial services income before income taxes — 1,148 — 1,148 Income before income taxes 2,828 54,712 — 57,540 Equity of net income of subsidiaries 40,052 — (40,052 ) — Provision for income taxes — (14,660 ) — (14,660 ) Net income 42,880 40,052 (40,052 ) 42,880 Net income attributable to noncontrolling interests — — — — Net income available to common stockholders $ 42,880 $ 40,052 $ (40,052 ) $ 42,880 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 130,837 $ 261,167 $ — $ 392,004 Land and lot sales revenue — 578 — 578 Other operations revenue — 568 — 568 Total revenues 130,837 262,313 — 393,150 Cost of home sales 112,258 206,146 — 318,404 Cost of land and lot sales — 654 — 654 Other operations expense — 560 — 560 Sales and marketing 6,483 20,217 — 26,700 General and administrative 17,249 17,400 — 34,649 Homebuilding (loss) income from operations (5,153 ) 17,336 — 12,183 Equity in income of unconsolidated entities — 138 — 138 Other income, net 9 68 — 77 Homebuilding (loss) income before income taxes (5,144 ) 17,542 — 12,398 Financial Services: Revenues — 241 — 241 Expenses — 74 — 74 Equity in income of unconsolidated entities — 266 — 266 Financial services income before income taxes — 433 — 433 (Loss) income before income taxes (5,144 ) 17,975 — 12,831 Equity of net income of subsidiaries 9,037 — (9,037 ) — Benefit (provision) for income taxes 4,300 (8,914 ) — (4,614 ) Net income 8,193 9,061 (9,037 ) 8,217 Net income attributable to noncontrolling interests — (24 ) — (24 ) Net income available to common stockholders $ 8,193 $ 9,037 $ (9,037 ) $ 8,193 Condensed Consolidating Statement of Cash Flows (in thousands): Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash provided by (used in) operating activities $ 52,793 $ (2,907 ) $ — $ 49,886 Cash flows from investing activities: Purchases of property and equipment (419 ) (1,751 ) — (2,170 ) Investments in unconsolidated entities — (947 ) — (947 ) Intercompany (18,449 ) — 18,449 — Net cash (used in) provided by investing activities (18,868 ) (2,698 ) 18,449 (3,117 ) Cash flows from financing activities: Distributions to noncontrolling interests — (1 ) — (1 ) Proceeds from issuance of common stock under share-based awards 975 — — 975 Minimum tax withholding paid on behalf of employees for restricted stock units (6,049 ) — — (6,049 ) Intercompany — 18,449 (18,449 ) — Net cash (used in) provided by financing activities (5,074 ) 18,448 (18,449 ) (5,075 ) Net increase in cash and cash equivalents 28,851 12,843 — 41,694 Cash and cash equivalents - beginning of period 176,684 106,230 — 282,914 Cash and cash equivalents - end of period $ 205,535 $ 119,073 $ — $ 324,608 Condensed Consolidating Statement of Cash Flows (in thousands): Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash provided by (used in) operating activities $ 6,533 $ (118,824 ) $ — $ (112,291 ) Cash flows from investing activities: Purchases of property and equipment (871 ) (302 ) — (1,173 ) Proceeds from sale of property and equipment — 5 — 5 Investments in unconsolidated entities — (231 ) — (231 ) Intercompany (110,529 ) — 110,529 — Net cash (used in) provided by investing activities (111,400 ) (528 ) 110,529 (1,399 ) Cash flows from financing activities: Borrowings from notes payable 50,000 — — 50,000 Repayment of notes payable (13,726 ) — — (13,726 ) Distributions to noncontrolling interests — (415 ) — (415 ) Proceeds from issuance of common stock under share-based awards 746 — — 746 Minimum tax withholding paid on behalf of employees for restricted stock units (2,561 ) — — (2,561 ) Share repurchases (492 ) — — (492 ) Intercompany — 110,529 (110,529 ) — Net cash provided by (used in) financing activities 33,967 110,114 (110,529 ) 33,552 Net decrease in cash and cash equivalents (70,900 ) (9,238 ) — (80,138 ) Cash and cash equivalents - beginning of period 141,568 67,089 — 208,657 Cash and cash equivalents - end of period $ 70,668 $ 57,851 $ — $ 128,519 |