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Investor FAQ

1.What stock exchange is TRI Pointe Homes common stock traded on and what is its ticker symbol?
 TRI Pointe Homes’ common stock is currently traded on the NYSE under the ticker symbol TPH.

2.Does TRI Pointe have a direct stock purchase plan?
 No, you may purchase shares of TRI Pointe common stock through a brokerage account.

3.How do I invest in TRI Point common stock?
 TRI Pointe stock can be bought or sold through a stockbroker, bank, or financial institution that offers brokerage services.

4.Does TRI Pointe pay a quarterly dividend on its common stock?
 TRI Pointe has not paid a quarterly dividend to date. Future quarterly dividend payments are subject to approval and declaration by the Board of Directors.

5.Does TRI Pointe have a Dividend Reinvestment Plan (DRIP)?
 TRI Pointe does not currently offer a dividend reinvestment plan.

6.Who serves as the registrar and transfer agent for TRI Pointe?
 American Stock Transfer & Trust Company, LLC: (800) 937-5449

7.What is TRI Pointe's fiscal year?
 TRI Pointe’s fiscal year consists of 52 or 53 weeks, ending on December 31.

8.How can I obtain copies of financial information for TRI Pointe?
 Most of the company's reports and financial filings can be retrieved from the News Releases, Financial Reports or SEC filings section of this website. They can also be accessed via the Securities & Exchange Commission (SEC) website at www.sec.gov. If you would like information emailed or mailed to you, you can submit your request at the Information Request section of this website.

9.How do I contact TRI Pointe Investor Relations?
 Investor Relations Phone: (949) 478-8696 Investor Relations Email: investorrelations@tripointehomes.com

10.Has TRI Pointe ever had a stock split?
 Since its inception as a public company, TRI Pointe has not had any stock splits.

11.Where is TRI Pointe's headquarters?
 TRI Pointe's headquarters is located at 1950 Jamboree Road, Suite 200, Irvine, California 92612.

12.When did TRI Pointe first become a public company?
 TRI Pointe began its first full year of operations as a public company in 2013 and began trading on the NYSE on January 31, 2013.

13.What was the price of TRI Pointe's initial public offering?
 The offering price was $17.00 a share.

14.Why did TRI Pointe merge with WRECO, Weyerhaeuser Company’s homebuilding subsidiary?
 The transaction, valued at approximately $2.8 billion, is one of the largest in homebuilding industry history and resulted in the merger of TRI Pointe with Weyerhaeuser Real Estate Company (“WRECO”), the homebuilding subsidiary of Weyerhaeuser Company (NYSE: WY, “Weyerhaeuser”). The merger positions TRI Pointe as one of the top 10 largest publicly traded homebuilders in the United States by market equity capitalization based on the closing price of TRI Pointe common stock on July 3rd, 2014.

TRI Pointe's experienced leadership team is focused on executing a disciplined homebuilding strategy and this business combination with WRECO is expected to provide TRI Pointe with significantly enhanced scale, with more than 31,000 owned or controlled lots in key growth markets, 3,400 new home deliveries and $1.6 billion in revenue on a historical combined basis over the past twelve months ended March 31st, 2014. The additional land holding provide the necessary land supply and diversification for future land and lot sales as well as increased home deliveries.

15.What markets does the combined company serve?
 The merger enhances TRI Pointe’s geographic presence by adding WRECO’s established collection of quality homebuilding companies, which continue to operate under their respective brand names:
  • TRI Pointe Homes – Northern and Southern California and Colorado
  • Pardee Homes – Southern California and Las Vegas
  • Quadrant Homes – Puget Sound region of Washington State
  • Maracay Homes – Phoenix and Tucson, Arizona
  • Trendmaker Homes – Houston, Texas
  • Winchester Homes – Washington, DC metro area and Richmond, Virginia
These companies boast some of the most experienced leadership teams in the home building industry, averaging over 20 years of experience.

16.How many WRECO common shares were received for each Weyerhaeuser common share tendered and how many shares of TRI Pointe common stock were received for each WRECO common share as a result of the merger?
 Tendering holders of Weyerhaeuser common shares received 1.7003 WRECO common shares for each Weyerhaeuser common share tendered. Each WRECO common share was then converted into the right to receive 1.297 shares of TRI Pointe common stock per WRECO common share as a result of the merger.

17.How were the calculated per-share values of Weyerhaeuser common shares, WRECO common shares and TRI Pointe common stock determined for purposes of calculating the number of WRECO common shares received in the exchange offer?
 The calculated per-share value of Weyerhaeuser common shares for purposes of the exchange offer equaled the simple arithmetic average of the daily volume-weighted average price of Weyerhaeuser common shares on the NYSE on each of June 26, 2014, June 27, 2014 and June 30, 2014. The calculated per-share value of WRECO common shares for purposes of the exchange offer equaled the simple arithmetic average of the daily volume-weighted average price of shares of TRI Pointe common stock on the NYSE on each of June 26, 2014, June 27, 2014 and June 30, 2014, multiplied by 1.297 (which is the number of shares of TRI Pointe common stock received per WRECO common share as a result of the merger). The calculated per-share value of TRI Pointe common stock for purposes of this exchange offer equaled the simple arithmetic average of the daily volume-weighted average price of shares of TRI Pointe common stock on the NYSE on each of June 26, 2014, June 27, 2014 and June 30, 2014.

18.What is the “daily volume-weighted average price” or “daily VWAP”?
 The “daily volume-weighted average price” for Weyerhaeuser common shares and TRI Pointe common stock was the volume-weighted average price of Weyerhaeuser common shares and TRI Pointe common stock on the NYSE during the period beginning at 9:30 a.m., New York City time and ending at 4:00 p.m., New York City time, as reported to Weyerhaeuser by Bloomberg L.P. for the equity ticker pages WY.N, in the case of Weyerhaeuser common shares, and TPH.N, in the case of TRI Pointe common stock. The daily VWAPs provided by Bloomberg L.P. may be different from other sources of volume-weighted average prices or investors’ or security holders’ own calculations of volume-weighted average prices.

19.Why was the calculated per-share value for WRECO common shares based on the trading prices for TRI Pointe common stock?
 There was no trading market for WRECO common shares and no trading market will be established in the future. Weyerhaeuser believed, however, that the trading prices for TRI Pointe common stock were an appropriate proxy for the trading prices of WRECO common shares because in the merger each issued and outstanding WRECO common share was converted into the right to receive 1.297 fully paid and non-assessable shares of TRI Pointe common stock.

20.Were fractional shares distributed by Weyerhaeuser?
 Each issued and outstanding WRECO common share has been converted into the right to receive 1.297 fully paid and non-assessable shares of TRI Pointe common stock. In this conversion of WRECO common shares into the right to receive 1.297 fully paid and non-assessable shares of TRI Pointe common stock for each WRECO common share, no fractional shares of TRI Pointe common stock will be delivered to holders of WRECO common shares. TRI Pointe’s transfer agent will aggregate all fractional shares of TRI Pointe common stock that holders of WRECO common shares would otherwise be entitled to receive as a result of the merger. The transfer agent will cause the whole shares obtained thereby to be sold on behalf of those holders in the open market or otherwise as directed by TRI Pointe. The transfer agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of WRECO common shares who would otherwise be entitled to receive those fractional shares of TRI Pointe common stock in the merger.

21.What was the aggregate number of WRECO common shares offered in the exchange offer?
 In the exchange offer, Weyerhaeuser offered 100,000,000 WRECO common shares, which constituted all of the issued and outstanding WRECO common shares on the date that the exchange offer was consummated.

22.Were enough Weyerhaeuser common shares tendered to allow Weyerhaeuser to exchange all of the issued and outstanding WRECO common shares?
 Yes, the exchange offer was oversubscribed.

23.How many Weyerhaeuser common shares did Weyerhaeuser accept in the exchange offer?
 Weyerhaeuser accepted a total of approximately [58,813,151] Weyerhaeuser common shares tendered.

24.When did the exchange offer expire?
 The period during which Weyerhaeuser shareholders were permitted to tender Weyerhaeuser common shares in the exchange offer expired at 12:00 midnight, New York City time on July 2, 2014.

25.Will I be subject to U.S. federal income tax on the WRECO common shares that I received in the exchange offer or on the shares of TRI Pointe common stock that I received in the merger?
 Weyerhaeuser shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes as a result of the exchange offer or the merger, except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of TRI Pointe common stock received in the merger.

26.Are there any material differences between the rights of Weyerhaeuser shareholders and TRI Pointe stockholders?
 Yes. Weyerhaeuser is a Washington corporation and TRI Pointe is a Delaware corporation, and each is subject to different laws and organizational documents. Holders of Weyerhaeuser common shares, whose rights are currently governed by Weyerhaeuser’s organizational documents and Washington law, also became, with respect to shares validly tendered and exchanged immediately following this exchange offer, shareholders of TRI Pointe and their rights will be governed by TRI Pointe’s organizational documents and Delaware law. The material differences between the rights associated with Weyerhaeuser common shares and TRI Pointe common stock that may affect Weyerhaeuser shareholders whose shares were accepted for exchange in the exchange offer and who obtained shares of TRI Pointe common stock in the merger relate to, among other things, special meetings, advance notice procedures for shareholder proposals or director nominations, procedures for amending organizational documents, ownership limitations and approval of certain business combinations.

27.Are there any appraisal rights for holders of Weyerhaeuser common shares?
 No. There are no appraisal rights available to Weyerhaeuser shareholders in connection with the exchange offer.

28.What did Weyerhaeuser do with the Weyerhaeuser common shares that were tendered, and what was the impact of the exchange offer on Weyerhaeuser’s share count?
 The Weyerhaeuser common shares that were tendered in the exchange offer were cancelled. Any Weyerhaeuser common shares acquired by Weyerhaeuser in the exchange offer reduced the total number of Weyerhaeuser common shares outstanding, although Weyerhaeuser’s actual number of shares outstanding on a given date reflects a variety of factors such as option exercises.

29.Whom do I contact for information regarding the exchange offer?
 You may call the information agent, Innisfree M&A Incorporated, at (877) 687-1866 (for shareholders) and (212) 750-5833 (for banks and brokers), to ask any questions about the exchange offer or to request additional documents.

30.What are the material U.S. federal income tax consequences to TRI Pointe and TRI Pointe stockholders resulting from the transactions?
 TRI Pointe will not recognize any gain or loss for U.S. federal income tax purposes as a result of the merger. Because TRI Pointe stockholders did not participate in the distribution of WRECO common shares to tendering Weyerhaeuser shareholders or the merger, TRI Pointe stockholders generally will not recognize any gain or loss upon either the distribution (including the exchange offer) or the merger. TRI Pointe stockholders should consult their own tax advisors for a full understanding of the tax consequences to them of the distribution and the merger.

31.What did TRI Pointe stockholders receive in the merger?
 TRI Pointe stockholders did not directly receive any consideration in the merger. All shares of TRI Pointe common stock issued and outstanding immediately before the consummation of the merger remain issued and outstanding after the consummation of the merger. TRI Pointe stockholders will continue to own shares in TRI Pointe, which will include the WRECO’s real estate business.

32.What is the estimated total value of the consideration paid by TRI Pointe in the transactions?
 TRI Pointe issued 129,700,000 shares of TRI Pointe common stock in the merger, excluding shares issued on exercise or vesting of equity awards held by WRECO employees that were assumed by TRI Pointe in connection with the transactions. Based upon the closing sale price of $15.76 per share for TRI Pointe common stock on the NYSE on July 3, 2014, the total value of the shares issued by TRI Pointe and the amount of cash received by WNR, a subsidiary of Weyerhaeuser, in the transactions, including a portion of the proceeds from a related $900 million private placement of notes by WRECO that were assumed by TRI Pointe after consummation of the merger, would have been approximately $2.8 billion. The actual value of the consideration paid by TRI Pointe will depend on the amount of certain post-closing payments.

33.How will the transactions impact future liquidity and capital resources of TRI Pointe?
 TRI Pointe expects that the transactions will be accretive on an earnings per share basis, taking into account the estimated purchase price allocation and pro forma capital structure, increase TRI Pointe’s revenues and earnings and enhance cash flow generation. The additional land holding provide the necessary land supply and diversification for future land and lot sales as well as increased home deliveries.

34.How will the transactions impact TRI Pointe’s dividend policy?
 TRI Pointe currently intends to retain its future earnings, if any, to finance the development and expansion of its business and, therefore, does not intend to pay cash dividends on its common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of TRI Pointe’s board of directors and will depend on TRI Pointe’s financial condition, results of operations and capital requirements, restrictions contained in any financing instruments and such other factors as the TRI Pointe board of directors deems relevant.

35.What did Weyerhaeuser and its subsidiaries receive in the transactions?
 WNR, a subsidiary of Weyerhaeuser, received approximately $739 million of the cash proceeds from a related $900 million private placement of notes by WRECO that were assumed by TRI Pointe after consummation of the merger, which cash was retained by Weyerhaeuser and its subsidiaries (other than WRECO and its subsidiaries).

36.When was the merger completed?
 The merger closed on July 7, 2014.

37.Where are the shares of TRI Pointe common stock issued in the merger listed?
 TRI Pointe common stock is listed on the NYSE under “TPH”. All shares of TRI Pointe common stock issued in the merger, and all other outstanding shares of TRI Pointe common stock, will continue to be listed on the NYSE.