2 0 1 5 A N N U A L R E P O R T
About PulteGroup, Inc.
PulteGroup, Inc. (NYSE: PHM), based in Atlanta, Georgia, is one of America’s largest
homebuilding companies with operations in approximately 50 markets throughout the
country. Through its brand portfolio that includes Centex, Pulte Homes, Del Webb,
DiVosta Homes and John Wieland Homes and Neighborhoods, the Company is one of
the industry’s most versatile homebuilders able to meet the needs of multiple buyer
groups and respond to changing consumer demand. PulteGroup conducts extensive
research to provide homebuyers with innovative solutions and consumer inspired
homes and communities to make lives better.
For more information about PulteGroup, Inc. and PulteGroup brands, go to
pultegroupinc.com; www.pulte.com; www.centex.com; www.delwebb.com;
www.divosta.com and www.jwhomes.com.
LETTER TO PULTEGROUP OWNERS, CUSTOMERS,
ASSOCIATES AND BUSINESS PARTNERS:
Long-term shareholders know that since 2011 we have been operating under a clearly defined plan of action
that we have titled our Value Creation strategy. In explaining Value Creation, we have discussed supporting
concepts and tactics ranging from product and purchasing zones to commonly managed plans and strategic
pricing, all in support of delivering higher returns on invested capital. Each component has played an
important part in driving dramatic improvement in PulteGroup’s overall operating and financial results over the
past several years.
As part of this year’s shareholder letter, let me introduce another
underpinning of the strategy which has helped to guide our
actions: the C-curve. The concept, which is depicted in the
accompanying graph, is that companies working to materially
improve business performance are best served by initially
curtailing incremental investment into the business while fixing
core operations and raising returns on invested capital. It is only
after needed operational gains have moved a company’s returns
above its cost of capital that the organization should consider
increasing investment into the business. In simpler language, fine
tune your operations before making them bigger.
In the case of PulteGroup, substitute 2011, 2012 and 2013 for
Years 1, 2 and 3 on the graph and you have a good
representation of the path we followed. In operating against our
Value Creation strategy, we limited investment into the business
at the outset while we worked to enhance margins, leverage
SG&A spend and accelerate inventory turns; key levers to driving
higher returns on invested capital.
C-curve profile of improving profits then
reinves(cid:2)ng for growth
ROIC
15
Year 3
10
Cost of capital
Year 2
5
0
Year 4
Year 5
Start
Year 1
0.6
0.7
0.8
0.9
1.0
1.1
Invested capital (indexed to 1 at starting point)
Source: Boston Consulting Group
In 2010 we spent approximately $450 million on new land acquisition, followed by expenditures of $330
million in 2011 and $300 million in 2012. During these early years, we focused our efforts internally on
improving our fundamental operating performance which resulted in PulteGroup delivering some of the
highest margins, pretax earnings growth and returns in the industry. We fully appreciated that restricting
capital would initially hinder the Company’s ability to maintain market share or realize material growth in unit
volumes, but it was a tradeoff we were willing to make.
On the curve, it was in 2013 when PulteGroup’s returns rose above its cost of capital. It was at this time that
we began the process of intelligently injecting more dollars into the business. In homebuilding, increasing
investment primarily means acquiring additional land assets. In 2013, we invested $570 million in new land
acquisition, which grew to $860 million in 2014 and $1.2 billion in 2015. We expect another step-up in land
spend in 2016 as well, in part driven by our January 2016 acquisition of approximately 7,000 lots and a
premier luxury brand from John Wieland Homes and Neighborhoods.
2015 ANNUAL REPORT | PulteGroup, Inc.
1
LETTER TO PULTEGROUP OWNERS, CUSTOMERS,
ASSOCIATES AND BUSINESS PARTNERS:
NEW HOME SALES (000)
1,300
1,200
1,100
1,000
900
800
700
600
500
400
300
200
100
0
1963 1967 1971 1975 1979 1983 1987 1991 1995 1999 2003 2007 2011 2015
Source: U.S. Census
In addition to making good business sense, raising
our land acquisition spend is consistent both with our
stated priorities for uses of capital and with our
expectations that U.S. housing demand continues on
a slow, but sustained path of recovery. Since
bottoming in 2011, annual new home sales of
approximately 500,000 in 2015 are up over 60%, but
still remain well below the 50-year average of
650,000 new home sales per year.
I also believe that the investments we have made are
moving the Company to an inflection point in its Value
Creation journey; increased investments of the past
few years are enabling accelerated volume and
earnings growth in the future. Given the pipeline of
high quality land parcels we have assembled, we are
in position to realize more meaningful volume and
revenue growth going forward, while maintaining or
slightly expanding our share of the overall new home
market.
It is important to highlight that while our unit volume
and top line revenue growth have been modest over the past few years, improvements in fundamental
operating performance have resulted in dramatic gains in the Company’s earnings. On comparable unit
volumes, annual pretax earnings in 2015 grew 18% over the prior year to $816 million. Even more impressive,
in just four years of Value Creation, we have achieved gains in core operating metrics to where we were able
to leverage a 12% increase in unit deliveries in 2015 compared with 2011 into a $1.1 billion increase in pretax
income. This is the type of performance our Value Creation work was meant to deliver.
So where do we go from here? First and foremost, we continue to operate the business consistent with the
core principles of Value Creation and its focus on delivering higher returns on invested capital over the
housing cycle. This means we remain focused on the business fundamentals of gross margin, overhead
leverage and inventory turns, while understanding that the business is evolving. Where gross margin has
been the primary driver of our financial gains in recent years, going forward volume growth, overhead
leverage and operating margins will be the key metrics supporting return on invested capital.
We will also continue to be disciplined with our land investment. We have an established 13-point risk-
weighting scale for assessing every transaction we consider for acquisition. We are supporting our
underwriting processes with a commitment to focusing on better-located land positions that are closer to city
centers. Given that demand among the entry level buyer looking for an inexpensive home in the distant
suburbs has been slow to materialize, our strategy remains to target better locations closer to the job core,
even if it means paying more for the land, and using options where possible to help mitigate risk and/or
enhance overall returns.
2
PulteGroup, Inc.
| 2015 ANNUAL REPORT
LETTER TO PULTEGROUP OWNERS, CUSTOMERS,
ASSOCIATES AND BUSINESS PARTNERS:
And finally, we must continue to allocate capital consistent with our stated priorities: 1) invest in the business;
2) pay our dividend; 3) pursue opportunistic M&A; and, 4) use excess capital to fund routine and systemic
share repurchases. Consistent with this hierarchy, in 2015 we invested $2.3 billion into the business for land
acquisition and development, while returning $559 million to shareholders through dividends and share
repurchases.
Consistent with our first priority to invest in the business, we will continue acquiring land provided we can
identify high returning projects and overall demand conditions remain supportive. If suitable projects are not
available or if market conditions change, however, we will not force investment into the system. We have
demonstrated the discipline to underspend our land acquisition budgets when suitable high-returning projects
could not be identified.
Looking Ahead
We ended 2015 with strong financial results and tremendous momentum and optimism heading into 2016, but
it would be dangerous to ignore the volatility roiling the world today. From concerns about global economic
conditions, to the collapse in oil prices and gyrations in the stock and bond markets, the day-to-day moves
can be violent. Given the long-term nature of homebuilding, our job requires that we try to look through such
short-term volatility as we navigate a course for our business.
As we look across the housing landscape, we see the drivers of the current housing recovery remaining
solidly in place. The U.S. economy added well over 2 million jobs in 2015 and expected GDP growth in 2016
should allow employment expansion to continue. Our population is growing and the demographic dynamics
are certainly supportive with boomers on one end of the spectrum and the even larger millennial generation
on the other. New home construction is also benefitting from limited housing inventories in most markets,
while mortgage rates continue to hover near historically low levels. Given this favorable backdrop, we believe
new home sales should continue to grind higher for the next few years.
In summary, PulteGroup has an excellent position in a good housing market. We have a more efficient
homebuilding operation, supported by a robust land pipeline and the financial flexibility to take advantage of
market opportunities as they develop. Equally important, we have the passionate commitment of our
employees, trade partners and suppliers who are focused on delivering the best home and homebuying
experience to our customers. On behalf of the Board of Directors, I thank them for the efforts and thank you,
our shareholders, for your ongoing support of this company.
Sincerely,
Richard J. Dugas, Jr.
Chairman, President and Chief Executive Officer
2015 ANNUAL REPORT | PulteGroup, Inc.
3
[THIS PAGE INTENTIONALLY LEFT BLANK]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-9804
_______________________________________________________________________
PULTEGROUP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of
incorporation or organization)
38-2766606
(I.R.S. Employer
Identification No.)
3350 Peachtree Road NE, Suite 150
Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (404) 978-6400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES [X] NO [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. YES [ ] NO [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Act. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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. (Check one):
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
The aggregate market value of the registrant’s voting stock held by nonaffiliates of the registrant as of June 30, 2015, based on the
closing sale price per share as reported by the New York Stock Exchange on such date, was $7,084,534,862.
As of February 1, 2016, the registrant had 349,148,351 shares of common stock outstanding.
Applicable portions of the Proxy Statement for the 2016 Annual Meeting of Shareholders are incorporated by reference in Part III of
this Form.
Documents Incorporated by Reference
PULTEGROUP, INC.
TABLE OF CONTENTS
Item
No.
1
1A
1B
2
3
4
Part I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
4A
Executive Officers of the Registrant
Part II
5
6
7
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A
Quantitative and Qualitative Disclosures About Market Risk
8
9
9A
9B
10
11
12
13
14
15
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Part III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Part IV
Exhibits and Financial Statement Schedules
Signatures
Page
No.
3
9
14
14
14
14
15
16
18
20
40
42
86
86
87
88
88
88
88
88
89
92
2
ITEM I.
BUSINESS
PulteGroup, Inc.
PART I
PulteGroup, Inc. is a Michigan corporation organized in 1956. We are one of the largest homebuilders in the United
States ("U.S."), and our common stock trades on the New York Stock Exchange under the ticker symbol “PHM”. Unless the
context otherwise requires, the terms "PulteGroup", the "Company", "we", "us", and "our" used herein refer to PulteGroup, Inc.
and its subsidiaries. While our subsidiaries engage primarily in the homebuilding business, we also have mortgage banking
operations, conducted principally through Pulte Mortgage LLC (“Pulte Mortgage”), and title operations.
Homebuilding, our core business, includes the acquisition and development of land primarily for residential purposes
within the U.S. and the construction of housing on such land. Homebuilding offers a broad product line to meet the needs of
homebuyers in our targeted markets. Through our brands, which include Pulte Homes, Del Webb, and Centex, we offer a wide
variety of home designs, including single-family detached, townhouses, condominiums, and duplexes at different prices and
with varying levels of options and amenities to our major customer groups: first-time, move-up, and active adult. Over our
history, we have delivered over 655,000 homes.
As of December 31, 2015, we conducted our operations in 50 markets located throughout 26 states. For reporting
purposes, our Homebuilding operations are aggregated into six reportable segments:
Northeast:
Southeast:
Florida:
Midwest:
Texas:
West:
Connecticut, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, Rhode Island, Virginia
Georgia, North Carolina, South Carolina, Tennessee
Florida
Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
Texas
Arizona, California, Nevada, New Mexico, Washington
We also have a reportable segment for our financial services operations, which consist principally of mortgage banking
and title operations. Our Financial Services segment operates generally in the same geographic markets as our Homebuilding
segments.
Financial information for each of our reportable business segments is included in Note 4 to our Consolidated Financial
Statements.
Available information
Our internet website address is www.pultegroupinc.com. Our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act are available free of charge through our website as soon as reasonably practicable after we electronically file
them with or furnish them to the Securities and Exchange Commission. Our code of ethics for principal officers, our code of
ethical business conduct, our corporate governance guidelines, and the charters of the Audit, Compensation and Management
Development, Nominating and Governance, and Finance and Investment Committees of our Board of Directors are also posted
on our website and are available in print, free of charge, upon request.
3
Homebuilding Operations
Years Ended December 31,
($000’s omitted)
Home sale revenues
Home closings
$
5,792,675
$
5,662,171
$
5,424,309
$
4,552,412
$
3,950,743
17,127
17,196
17,766
16,505
15,275
2015
2014
2013
2012
2011
Beginning in 2006 and continuing through 2011, the U.S. housing market experienced a significant decline in the
demand for new homes as well as a sharp decline in overall residential real estate values. U.S. new home sales in 2011 were
the lowest since 1962. As a result of this industry-wide downturn, we suffered net losses in each year between 2007 - 2011
from a combination of reduced operational profitability and significant asset impairments. In response to these market
conditions, we restructured our operations, including making significant reductions in employee headcount and overhead costs,
and managed our business to generate cash, including curtailing our investments in inventory. We used this positive cash flow
to, among other things, increase our cash reserves as well as retire outstanding debt.
In 2012, new home sales in the U.S. increased for the first time since 2005. This trend continued in 2015 as new home
sales in the U.S. rose 15% to approximately 501,000 homes, an approximate 64% increase from 2011. Additionally, mortgage
interest rates remain near historic lows and the overall inventory of homes available for sale, especially new homes, remains
low. Although current industry volume remains low compared with historical levels, the improved environment and the actions
we have taken contributed to our return to profitability in 2012 and significant increases in our income before income taxes
each year in the period 2013 - 2015. In the long term, we continue to believe that the national publicly-traded builders will
have a competitive advantage over local builders through their ability to leverage economies of scale, access to more reliable
and lower cost financing through the capital markets, ability to control and entitle large land positions, and greater geographic
and product diversification. Among the national publicly-traded peer group, we believe that builders with broad geographic and
product diversity, and sustainable capital positions will benefit as market conditions recover. In the short-term, we expect that
overall market conditions will continue to improve but that improvements will occur unevenly across our markets. Our strategy
to enhance shareholder value is centered around the following operational objectives:
• Effectively allocating the capital we invest in our business using a risk-based portfolio approach;
• Maximizing our inventory turns while maintaining an adequate supply of house and land inventory;
• Enhancing revenues by: establishing clear product offerings for each of our brands based on systematic, consumer-
driven input, optimizing our pricing through the use of options and lot premiums, and limiting our reliance on
speculative home sales;
• Reducing our house costs through common house plan management, value-engineering our house plans, and
working with suppliers to reduce costs; and
• Maintaining an efficient overhead structure.
Our Homebuilding operations are geographically diverse within the U.S. As of December 31, 2015, we had 620 active
communities spanning 50 markets across 26 states. Sales prices of unit closings during 2015 ranged from less than $100,000 to
greater than $1,500,000, with 85% falling within the range of $150,000 to $500,000. The average unit selling price in 2015 was
$338,000, compared with $329,000 in 2014, $305,000 in 2013, $276,000 in 2012, and $259,000 in 2011. The increase in
average selling price in recent years resulted from a number of factors, including improved market conditions and a shift in our
sales mix toward move-up and active adult homebuyers.
Sales of single-family detached homes, as a percentage of total unit sales, were 86% in 2015, compared with 86% in
2014, 85% in 2013, 81% in 2012, and 79% in 2011. The increase in the percentage of single-family detached homes can be
attributed to a shift in our business toward the move-up buyer, who tends to prefer detached homes.
Ending backlog, which represents orders for homes that have not yet closed, was $2.5 billion (6,731 units) at
December 31, 2015 and $1.9 billion (5,850 units) at December 31, 2014. For orders in backlog, we have received a signed
customer contract and customer deposit, which is refundable in certain instances. Of the orders in backlog at December 31,
2015, substantially all are scheduled to be closed during 2016, though all orders are subject to potential cancellation by or final
negotiations with the customer. In the event of cancellation, the majority of our sales contracts stipulate that we have the right
to retain the customer’s deposit, though we may choose to refund the deposit in certain instances.
4
Land acquisition and development
We acquire land primarily for the construction of homes for sale to homebuyers. We select locations for development of
homebuilding communities after completing a feasibility study, which includes, among other things, soil tests, independent
environmental studies and other engineering work, an evaluation of necessary zoning and other governmental entitlements, and
extensive market research that enables us to match the location with our product offering to targeted consumer groups. We
consider factors such as proximity to developed areas, population and job growth patterns, and, if applicable, estimated
development costs. We frequently manage a portion of the risk of controlling our land positions through the use of land option
contracts, which enable us to defer acquiring portions of properties owned by land sellers until we have determined whether and
when to exercise our option. Our use of land option agreements reduces the financial risk associated with long-term land
holdings. We typically acquire land with the intent to complete sales of housing units within 24 to 36 months from the date of
opening a community, except in the case of certain Del Webb active adult developments and other large master-planned projects
for which the completion of community build-out requires a longer time period. While our overall supply of controlled land is
in excess of our short-term needs in many of our markets, some of our controlled land consists of long-term positions that will
not be converted to home sales in the near term. Accordingly, we remain active in our pursuit of new land investment. We may
also periodically sell select parcels of land to third parties for commercial or other development if we determine that they do not
fit into our strategic operating plans.
Land is generally purchased after it is zoned and developed, or is ready for development for our intended use. In the
normal course of business, we dispose of owned land not required by our homebuilding operations through sales. Where we
develop land, we engage directly in many phases of the development process, including: land and site planning; obtaining
environmental and other regulatory approvals; and constructing roads, sewers, water and drainage facilities, and community
amenities, such as parks, pools, and clubhouses. We use our staff and the services of independent engineers and consultants for
land development activities. Land development work is performed primarily by independent contractors and local government
authorities who construct sewer and water systems in some areas. At December 31, 2015, we controlled 138,079 lots, of which
95,919 were owned and 42,160 were under land option agreements.
Sales and marketing
We are dedicated to improving the quality and value of our homes through innovative architectural and community
designs. Analyzing various qualitative and quantitative data obtained through extensive market research, we stratify our
potential customers into well-defined buyer groups. Such stratification provides a method for understanding the business
opportunities and risks across the full spectrum of consumer groups in each market. Once the demands of potential buyers are
understood, we link our home design and community development efforts to the specific lifestyle of each targeted consumer
group. Through our evaluation of unique consumer groups, we are able to provide a distinct experience to potential customers:
Portion of home closings:
2015
2011
First-Time
Move-Up
Active Adult
32%
40%
37%
29%
31%
31%
Our homes targeted to first-time buyers tend to be smaller with product offerings geared toward lower average selling
prices or higher density. Move-up buyers tend to place more of a premium on location and amenities. These communities
typically offer larger homes at higher price points. Through our Del Webb brand, we are better able to address the needs of
active adults, to whom we offer both destination communities and “in place” communities, for buyers who prefer to remain in
their current geographic area. Many of these communities are highly amenitized, offering a variety of features, including golf
courses, recreational centers, and educational classes, to the age fifty-five and over buyer to maintain an active lifestyle. In
order to make the cost of these highly amenitized communities affordable to the individual homeowner, Del Webb communities
tend to be larger than first-time or move-up buyer communities. As illustrated in the above table, our sales mix has shifted
toward the move-up buyer in recent years. This has occurred primarily due to financial challenges facing the first-time buyer,
including a recovering U.S. economy, the overhang of consumer debt, especially student loans related to higher education, and
a more restrictive mortgage lending environment.
We market our homes to prospective buyers through media advertising, illustrated brochures, internet listings and link
placements, mobile applications, and other advertising displays. We have made significant enhancements in our tools and
business practices to adapt our selling efforts to today's mobile customers. In addition, our websites, www.pulte.com,
5
www.delwebb.com, and www.centex.com, provide tools to help users find a home that meets their needs, investigate financing
alternatives, communicate moving plans, maintain a home, learn more about us, and communicate directly with us. There were
approximately 9.6 million unique visits to our websites during 2015, compared with approximately 10.4 million in 2014.
To meet the demands of our various customers, we have established design expertise for a wide array of product lines.
We believe that we are an innovator in consumer-inspired home design, and we view our design capabilities as an integral
aspect of our marketing strategy. Our in-house architectural services teams and management, supplemented by outside
consultants, follow a 12-step product development process to introduce new features and technologies based on customer-
validated data. Following this disciplined process results in distinctive design features, both in exterior facades and interior
options and features. We typically offer a variety of potential options and upgrades, such as different flooring, countertop, and
appliance choices, and design our base house and option packages to meet the needs of our customers as defined through
rigorous market research. Energy efficiency represents an important source of value for new homes compared with existing
homes and represents a key area of focus for our home designs, including high efficiency HVAC systems and insulation, low-
emissivity windows, solar power in certain geographies, and other energy-efficient features.
Typically, our sales teams, in some cases together with outside sales brokers, are responsible for guiding the customer
through the sales process. We are committed to industry-leading customer service through a variety of quality initiatives,
including our customer care program, which ensures that homeowners are comfortable at every stage of the building process.
Fully furnished and landscaped model homes physically located in our communities are generally used to showcase our homes
and their distinctive design features.
Construction
The construction of our homes is conducted under the supervision of our on-site construction field managers.
Substantially all of our construction work is performed by independent subcontractors under contracts that, in many instances,
cover both labor and materials on a fixed-price basis. Using a selective process, we have teamed up with what we believe are
premier subcontractors and suppliers to deliver all aspects of the house construction process.
Continuous improvement in our house construction process is a key area of focus. We seek to maintain efficient
construction operations by using standard materials and components from a variety of sources and by utilizing standard
construction practices. We are improving our product offerings and production processes through the following programs:
• Common management of house plans in order to focus on building those house designs that customers value the most
and that can be built at the highest quality and at an efficient cost;
• Value engineering our house plans to optimize house designs in terms of material content and ease of construction
•
while still providing a clear value to the customer (value engineering eliminates items that add cost but that have little
to no value to the customer);
Improving our usage of Pulte Construction Standards, a proprietary system of internally required construction
practices, through development of new or revised standards, training of our field leadership and construction
personnel, communication with our suppliers, and auditing our compliance; and
• Working with our suppliers to establish the "should cost", a data driven, collaborative effort to reduce construction
costs to what the associated construction activities or materials “should cost” in the market.
The availability of labor and materials at reasonable prices has become an increased concern for certain trades in some
markets as the supply chain adjusts to uneven industry growth. Additionally, the cost of certain building materials, especially
lumber, steel, concrete, copper, and petroleum-based materials, is influenced by changes in global commodity prices. To
minimize the effects of changes in construction costs, the contracting and purchasing of building supplies and materials
generally is negotiated at or near the time when related sales contracts are signed with customers. In addition, we leverage our
size by actively negotiating for certain materials on a national or regional basis to minimize production component cost. We are
also working to establish a more integrated system that can effectively link suppliers, contractors, and the production schedule.
However, we cannot determine the extent to which necessary building materials and labor will be available at reasonable prices
in the future.
6
Competition
The housing industry in the U.S. is fragmented and highly competitive. While we are one of the largest homebuilders in
the U.S., our national market share represented only approximately 3% of U.S. new home sales in 2015. In each of our local
markets, there are numerous national, regional, and local homebuilders with whom we compete. Additionally, new home sales
have traditionally represented less than 15% of overall U.S. home sales (new and existing homes). Therefore, we also compete
with sales of existing house inventory and any provider of for sale or rental housing units, including apartment operators. We
compete primarily on the basis of location, price, quality, reputation, design, community amenities, and our customers' overall
sales and homeownership experiences.
Seasonality
Although significant changes in market conditions have impacted our seasonal patterns in the past and could do so again,
we historically experience variability in our quarterly results from operations due to the seasonal nature of the homebuilding
industry. We generally experience increases in revenues and cash flow from operations during the fourth quarter based on the
timing of home closings. This seasonal activity increases our working capital requirements in our third and fourth quarters to
support our home production and loan origination volumes. As a result of the seasonality of our operations, our quarterly
results of operations are not necessarily indicative of the results that may be expected for the full year.
Regulation and environmental matters
Our operations are subject to extensive regulations imposed and enforced by various federal, state, and local governing
authorities. These regulations are complex and include building codes, land zoning and other entitlement restrictions, health
and safety regulations, labor practices, marketing and sales practices, environmental regulations, rules and regulations relating
to mortgage financing and title operations, and various other laws, rules, and regulations. Collectively, these regulations have a
significant impact on the site selection and development of our communities, our house design and construction techniques, our
relationships with customers, employees, and suppliers / subcontractors, and many other aspects of our business. The
applicable governing authorities frequently have broad discretion in administering these regulations, including inspections of
our homes prior to closing with the customer in the majority of municipalities in which we operate.
Financial Services Operations
We conduct our financial services business, which includes mortgage and title operations, through Pulte Mortgage and
other subsidiaries. Pulte Mortgage arranges financing through the origination of mortgage loans primarily for the benefit of our
homebuyers. We are a lender approved by the FHA and VA and are a seller/servicer approved by Government National
Mortgage Association ("Ginnie Mae"), Federal National Mortgage Association ("Fannie Mae"), Federal Home Loan Mortgage
Corporation ("Freddie Mac"), and other investors. In our conventional mortgage lending activities, we follow underwriting
guidelines established by Fannie Mae, Freddie Mac, and private investors. We believe that our customers’ use of our in-house
mortgage and title operations provides us with a competitive advantage by enabling more control over the quality of the overall
home buying process for our customers while also helping us align the timing of the house construction process with our
customers’ financing needs.
Operating as a captive business model primarily targeted to supporting our Homebuilding operations, the business levels
of our Financial Services operations are highly correlated to Homebuilding. During 2015, 2014, and 2013, we originated
mortgage loans for 65%, 61%, and 64%, respectively, of the homes we sold. Such originations represented substantially all of
our total originations in each of those years. Our capture rate, which we define as loan originations from our homebuilding
business as a percentage of total loan opportunities from our homebuilding business excluding cash settlements, was 82.9% in
2015, 80.2% in 2014, 80.2% in 2013, 81.9% in 2012, and 78.5% in 2011.
In originating mortgage loans, we initially use our own funds, including funds available pursuant to credit agreements
with third parties, and subsequently sell such mortgage loans to third party investors in the secondary market. Substantially all
of the loans we originate are sold in the secondary market within a short period of time after origination, generally within 30
days. We also sell the servicing rights for the loans we originate through fixed price servicing sales contracts to reduce the risks
and costs inherent in servicing loans. This strategy results in owning the loans and related servicing rights for only a short
period of time.
7
The mortgage industry in the U.S. is highly competitive. We compete with other mortgage companies and financial
institutions to provide attractive mortgage financing to our homebuyers. We utilize a centralized fulfillment center for our
mortgage operations that performs underwriting, processing, and closing functions. We believe centralizing both the fulfillment
and origination of our loans improves the speed, efficiency, and quality of our mortgage operations, improving our profitability
and allowing us to focus on providing attractive mortgage financing opportunities for our customers.
In originating and servicing mortgage loans, we are subject to the rules and regulations of the government-sponsored
investors and other investors that purchase the loans we originate, as well as to those of other government agencies that have
oversight of the government-sponsored investors or consumer lending rules in the U.S. In addition to being affected by changes
in these programs, our mortgage banking business is also affected by many of the same factors that impact our homebuilding
business.
Our mortgage operations may be responsible for losses associated with mortgage loans originated and sold to investors
in the event of errors or omissions relating to representations and warranties made by us that the loans met certain requirements,
including representations as to underwriting standards, the existence of primary mortgage insurance, and the validity of certain
borrower representations in connection with the loan. If a loan is determined to be faulty, we either repurchase the loan from
the investors or reimburse the investors' losses (a "make-whole" payment).
Our subsidiary title insurance companies serve as title insurance agents and underwriters in select markets by providing
title insurance policies and examination and closing services to buyers of homes we sell. Historically, we have not experienced
significant claims related to our title operations.
Financial Information About Geographic Areas
Substantially all of our operations are located within the U.S. We have some non-operating foreign subsidiaries and
affiliates, which are insignificant to our consolidated financial results.
Organization/Employees
All subsidiaries and operating units operate independently with respect to daily operations. Homebuilding real estate
purchases and other significant homebuilding, mortgage banking, financing activities, and similar operating decisions must be
approved by the business unit’s management and/or corporate senior management.
At December 31, 2015, we employed 4,542 people, of which 749 people were employed in our Financial Services
operations. Except for a small group of employees in our St. Louis homebuilding division, our employees are not represented
by any union. Contracted work, however, may be performed by union contractors. Our local and corporate management
personnel are paid incentive compensation based on a combination of individual performance and the performance of the
applicable business unit or the Company. Each business unit is given a level of autonomy regarding employment of personnel,
subject to adherence to our established policies and procedures, and our senior corporate management acts in an advisory
capacity in the employment of subsidiary officers. We consider our employee and contractor relations to be satisfactory.
8
ITEM 1A. RISK FACTORS
Discussion of our business and operations included in this annual report on Form 10-K should be read together with the
risk factors set forth below. They describe various risks and uncertainties to which we are, or may become, subject. These risks
and uncertainties, together with other factors described elsewhere in this report, have the potential to affect our business,
financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner.
Downward changes in general economic, real estate construction, or other business conditions could adversely affect our
business or our financial results.
The residential homebuilding industry is sensitive to changes in economic conditions and other factors, such as the level
of employment, consumer confidence, consumer income, availability of financing, and interest rate levels. Adverse changes in
any of these conditions generally, or in the markets where we operate, could decrease demand and pricing for new homes in
these areas or result in customer cancellations of pending contracts, which could adversely affect the number of home deliveries
we make or reduce the prices we can charge for homes, either of which could result in a decrease in our revenues and earnings
and would adversely affect our financial condition.
The homebuilding industry experienced a significant downturn from 2006 through 2011. Although industry conditions
improved beginning in 2012, the overall U.S. economy, while improving, remains challenged and consumer demand in the
industry remains volatile. A deterioration in industry conditions could adversely affect our business and results of
operations.
Beginning in 2006 and continuing through 2011, the U.S. housing market was unfavorably impacted by severe weakness
in new home sales attributable to, among other factors, weak consumer confidence, tightened mortgage standards, significant
foreclosure activity, a more challenging appraisal environment, higher than normal unemployment levels, and significant
uncertainty in the global economy. These conditions contributed to sharply weakened demand for new homes and heightened
pricing pressures on new and existing home sales. As a result of these factors, we experienced significant decreases in our
revenues and profitability during the period 2007 - 2011. We also incurred substantial impairments of our land inventory and
certain other assets during this period. Since 2011, overall industry new home sales have increased, and we returned to
profitability. However, the overall demand for new homes remains below historical levels. Accordingly, we can provide no
assurances that the adjustments we have made in our operating strategy will be successful.
If the market value of our land and homes drops significantly, our profits could decrease.
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
drop in inventory values. We acquire land for expansion into new markets and for replacement of land inventory and expansion
within our current markets. If housing demand decreases below what we anticipated when we acquired our inventory, we may
not be able to make profits similar to what we have made in the past, we may experience less than anticipated profits, and/or we
may not be able to recover our costs when we sell and build homes. When market conditions are such that land values are not
appreciating, option arrangements previously entered into may become less desirable, at which time we may elect to forego
deposits and pre-acquisition costs and terminate the agreement. In the face of adverse market conditions, we may have
substantial inventory carrying costs, we may have to write down our inventory to its fair value, and/or we may have to sell land
or homes at a loss.
Supply shortages and other risks related to the demand for skilled labor and building materials could increase costs and
delay deliveries.
The homebuilding industry is highly competitive for skilled labor and materials. Labor shortages in certain of our
markets have become more acute in recent quarters as the supply chain adjusts to uneven industry growth. Additionally, the cost
of certain building materials, especially lumber, steel, concrete, copper, and petroleum-based materials, is influenced by
changes in local and global commodity prices. Increased costs or shortages of skilled labor and/or materials could cause
increases in construction costs and / or construction delays. We may not be able to pass on increases in construction costs to
customers and generally are unable to pass on any such increases to customers who have already entered into sales contracts as
those sales contracts generally fix the price of the home at the time the contract is signed, which may be well in advance of the
construction of the home. Sustained increases in construction costs may, over time, erode our margins, and pricing competition
may restrict our ability to pass on any such additional costs, thereby decreasing our margins.
9
Our success depends on our ability to acquire land suitable for residential homebuilding at reasonable prices, in accordance
with our land investment criteria.
The homebuilding industry is highly competitive for suitable land. The availability of finished and partially finished
developed lots and undeveloped land for purchase that meet our internal criteria depends on a number of factors outside our
control, including land availability in general, competition with other homebuilders and land buyers for desirable property,
inflation in land prices, zoning, allowable housing density, and other regulatory requirements. Should suitable lots or land
become less available, the number of homes we may be able to build and sell could be reduced, and the cost of land could be
increased, perhaps substantially, which could adversely impact our results of operations.
Our long-term ability to build homes depends on our acquiring land suitable for residential building at reasonable prices
in locations where we want to build. In the past, we experienced significant competition for suitable land as a result of land
constraints in many of our markets. As competition for suitable land increases, and as available land is developed, the cost of
acquiring suitable remaining land could rise, and the availability of suitable land at acceptable prices may decline. Any land
shortages or any decrease in the supply of suitable land at reasonable prices could limit our ability to develop new communities
or result in increased land costs. We may not be able to pass through to our customers any increased land costs, which could
adversely impact our revenues, earnings, and margins.
We are subject to claims related to mortgage loans we sold in the secondary mortgage market that may be significant.
Our mortgage operations may be responsible for losses associated with mortgage loans originated and sold to investors
in the event of errors or omissions relating to certain representations and warranties made by us that the loans met certain
requirements, including representations as to underwriting standards, the type of collateral, the existence of primary mortgage
insurance, and the validity of certain borrower representations in connection with the loan. To date, the significant majority of
these losses relate to loans originated in 2006 and 2007, during which period inherently riskier loan products became more
common in the origination market. We may also be required to indemnify underwriters that purchased and securitized loans
originated by a former subsidiary of Centex for losses incurred by investors in those securitized loans based on similar breaches
of representations and warranties.
The resolution of claims related to alleged breaches of these representations and warranties and repurchase claims could
have a material adverse effect on our financial condition, cash flows and results of operations. Given the ongoing volatility in
the mortgage industry, changes in values of underlying collateral over time, and other uncertainties regarding the ultimate
resolution of these claims, actual costs could differ from our current estimates. Accordingly, there can be no assurance that
such reserves will not need to be increased in the future.
Future increases in interest rates, reductions in mortgage availability, or other increases in the effective costs of owning a
home could prevent potential customers from buying our homes and adversely affect our business and financial results.
A large majority of our customers finance their home purchases through mortgage loans, many through our mortgage
bank. Interest rates have been near historical lows for several years, which has made new homes more affordable. Increases in
interest rates or decreases in the availability of mortgage financing could adversely affect the market for new homes. Potential
homebuyers may be less willing or able to pay the increased monthly costs or to obtain mortgage financing. Lenders may
increase the qualifications needed for mortgages or adjust their terms to address any increased credit risk. Even if potential
customers do not need financing, changes in interest rates and mortgage availability could make it harder for them to sell their
current homes to potential buyers who need financing. These factors could adversely affect the sales or pricing of our homes
and could also reduce the volume or margins in our financial services business. Our financial services business could also be
impacted to the extent we are unable to match interest rates and amounts on loans we have committed to originate through the
various hedging strategies we employ. These developments have had, and may continue to have, a material adverse effect on
the overall demand for new housing and thereby on the results of operations for our homebuilding business.
We also believe that the availability of FHA and VA mortgage financing is an important factor in marketing some of our
homes. The liquidity provided by Fannie Mae and Freddie Mac to the mortgage industry is also critical to the housing market.
The impact of the federal government’s conservatorship of Fannie Mae and Freddie Mac on the short-term and long-term
demand for new housing remains unclear. Any limitations or restrictions on the availability of financing by these agencies
could adversely affect interest rates, mortgage financing, and our sales of new homes and mortgage loans.
Mortgage interest expense and real estate taxes represent significant costs of homeownership, both of which are
generally deductible for an individual’s federal and, in some cases, state income taxes. Any changes to income tax laws by the
10
federal government or a state government to eliminate or substantially reduce these income tax deductions, as has been
considered from time to time, would increase the after-tax cost of owning a home. Increases in real estate taxes by local
governmental authorities also increase the cost of homeownership. Any such increases to the cost of homeownership could
adversely impact the demand for and sales prices of new homes.
Adverse capital and credit market conditions may significantly affect our access to capital and cost of capital.
The capital and credit markets can experience significant volatility. We may need credit-related liquidity for the future
development of our business. Without sufficient liquidity, we may not be able to purchase additional land or develop land,
which could adversely affect our financial results. At December 31, 2015, we had cash and equivalents of $754.2 million,
restricted cash totaling $21.3 million, and $308.7 million available under our revolving credit facility, net of outstanding letters
of credit. However, our internal sources of liquidity may prove to be insufficient, and in such case, we may not be able to
successfully obtain additional financing on terms acceptable to us, or at all.
Another source of liquidity includes our ability to use letters of credit and surety bonds pursuant to certain performance-
related obligations and as security for certain land option agreements and under various insurance programs. The majority of
these letters of credit and surety bonds are in support of our land development and construction obligations to various
municipalities, other government agencies, and utility companies related to the construction of roads, sewers, and other
infrastructure. At December 31, 2015, we had outstanding letters of credit and surety bonds totaling $191.3 million and
$1.0 billion, respectively. These letters of credit are issued via our unsecured revolving credit facility, which contains certain
financial covenants and other limitations. If we are unable to obtain letters of credit or surety bonds when required, or the
conditions imposed by issuers increase significantly, our financial condition and results of operations could be adversely
affected.
Competition for homebuyers could reduce our deliveries or decrease our profitability.
The U.S. housing industry is highly competitive. We compete primarily on the basis of location, price, quality,
reputation, design, community amenities, and our customers' overall sales and homeownership experiences. We compete in
each of our markets with numerous national, regional, and local homebuilders. This competition with other homebuilders could
reduce the number of homes we deliver or cause us to accept reduced margins in order to maintain sales volume.
We also compete with resales of existing or foreclosed homes, housing speculators, and available rental housing.
Increased competitive conditions in the residential resale or rental market in the regions where we operate could decrease
demand for new homes or unfavorably impact pricing for new homes.
Our income tax provision and tax reserves may be insufficient if a taxing authority is successful in asserting positions that
are contrary to our interpretations and related reserves, if any.
Significant judgment is required in determining our provision for income taxes and our reserves for federal, state, and
local taxes. In the ordinary course of business, there may be matters for which the ultimate outcome is uncertain. Our evaluation
of our tax matters is based on a number of factors, including changes in facts or circumstances, changes in tax law,
correspondence with tax authorities during the course of audits, and effective settlement of audit issues. Although we believe
our approach to determining the tax treatment for such items is appropriate, no assurance can be given that the final tax
authority review will not be materially different than that which is reflected in our income tax provision and related tax
reserves. Such differences could have a material adverse effect on our income tax provision in the period in which such
determination is made and, consequently, on our financial position, cash flows, or net income for such period.
We are periodically audited by various federal, state, and local authorities regarding tax matters. Our current audits are
in various stages of completion; however, no outcome for a particular audit can be determined with certainty prior to the
conclusion of the audit, appeal, and, in some cases, litigation process. As each audit is concluded, adjustments, if any, are
recorded in our financial statements in the period determined. To provide for potential tax exposures, we consider a variety of
factors, including changes in facts or circumstances, changes in law, correspondence with taxing authorities, and effective
settlement of audit issues. If these reserves are insufficient upon completion of an audit, there could be an adverse impact on
our financial position, cash flows, and results of operations.
11
We may not realize our deferred income tax assets.
As of December 31, 2015, we had deferred income tax assets, net of deferred tax liabilities, of $1.5 billion, against
which we provided a valuation allowance of $109.1 million. The ultimate realization of our deferred income tax assets is
dependent upon generating future taxable income and executing tax planning strategies. While we have recorded valuation
allowances against certain of our deferred income tax assets, the valuation allowances are subject to change as facts and
circumstances change.
Our ability to utilize net operating losses (“NOLs”), built-in losses (“BILs”), and tax credit carryforwards to offset our
future taxable income would be limited if we were to undergo an “ownership change” within the meaning of Section 382 of the
Internal Revenue Code (the “IRC”). In general, an “ownership change” occurs whenever the percentage of the stock of a
corporation owned by “5-percent shareholders” (within the meaning of Section 382 of the IRC) increases by more than 50
percentage points over the lowest percentage of the stock of such corporation owned by such “5-percent shareholders” at any
time over the testing period.
An ownership change under Section 382 of the IRC would establish an annual limitation to the amount of NOLs, BILs,
and tax credit carryforwards we could utilize to offset our taxable income in any single year. The application of these
limitations might prevent full utilization of the deferred tax assets attributable to our NOLs, BILs, and tax credit carryforwards.
To preserve our ability to utilize NOLs, BILs, and other tax benefits in the future without a Section 382 limitation, we adopted a
shareholder rights plan, which is triggered upon certain transfers of our securities, and amended our by-laws to prohibit certain
transfers of our securities. Our shareholder rights plan expires June 1, 2016, unless our board of directors and shareholders
approve an amendment to extend the term prior thereto. Notwithstanding the foregoing measures, there can be no assurance that
we will not undergo an ownership change within the meaning of Section 382.
As a result of our merger with Centex in 2009, our ability to use certain of Centex’s pre-ownership change NOLs, BILs,
and deductions is limited under Section 382 of the IRC. We do not believe that the Section 382 limitation will prevent us from
using Centex's pre-ownership change federal NOLs, BILs, or deductions, however, no assurance can be given that any such
limitation will not occur, which could be material.
The value of our deferred tax assets is also dependent upon the tax rates expected to be in effect at the time taxable
income is expected to be generated. A decrease in enacted corporate tax rates in our major jurisdictions, especially the U.S.
federal corporate tax rate, would decrease the value of our deferred tax assets, which could be material.
We have significant intangible assets. If these assets become impaired, then our profits and shareholders’ equity may be
reduced.
We have significant intangible assets related to business combinations. We evaluate the recoverability of intangible
assets whenever facts and circumstances indicate the carrying amount may not be recoverable. If the carrying value of
intangible assets is deemed impaired, the carrying value is written down to fair value. This would result in a charge to our
earnings. If management’s expectations of future results and cash flows decrease significantly, impairments of the remaining
intangible assets may occur.
Government regulations could increase the cost and limit the availability of our development and homebuilding projects or
affect our related financial services operations and adversely affect our business or financial results.
Our operations are subject to building, environmental, and other regulations imposed and enforced by various federal,
state, and local governing authorities. New housing developments may also be subject to various assessments for schools,
parks, streets, and other public improvements. These can cause an increase in the effective cost of our homes.
We also are subject to a variety of local, state, and federal laws and regulations concerning protection of health, safety,
and the environment. The impact of environmental laws varies depending upon the prior uses of the building site or adjoining
properties and may be greater in areas with less supply where undeveloped land or desirable alternatives are less available.
These matters may result in delays, may cause us to incur substantial compliance, remediation and other costs, and can prohibit
or severely restrict development and homebuilding activity in environmentally sensitive regions or areas. More stringent
requirements could be imposed in the future on homebuilders and developers, thereby increasing the cost of compliance.
Our financial services operations are also subject to numerous federal, state, and local laws and regulations. These
include eligibility requirements for participation in federal loan programs and compliance with consumer lending and similar
12
requirements such as disclosure requirements, prohibitions against discrimination, and real estate settlement procedures. They
also subject our operations to examination by applicable agencies, pursuant to which those agencies may limit our ability to
provide mortgage financing or title services to potential purchasers of our homes. For our homes to qualify for FHA or VA
mortgages, we must satisfy valuation standards and site, material, and construction requirements of those agencies.
In January 2013, the Consumer Financial Protection Bureau ("CFPB") adopted new rules regarding the origination of
mortgages, including the criteria for “qualified mortgages”, rules for lender practices regarding assessing borrowers’ ability to
repay, and limitations on certain fees and incentive arrangements. Such rules went into effect in January 2014. The CFPB also
issued the TILA-RESPA Integrated Disclosure ("TRID") rules, which combined the mortgage disclosures consumers receive
under the Truth in Lending Act ("TILA") and the Real Estate Settlement and Procedures Act ("RESPA"). Such rules went into
effect in October 2015. While we have adjusted our operations to comply with the new rules, the impact such rules will have
on our business remains unclear. Additionally, certain other rules required by the Dodd-Frank Act of 2010 have not yet been
completed or implemented, which has created uncertainty in the overall U.S. financial services and mortgage industries as to
their long-term impact.
Homebuilding is subject to warranty and other claims in the ordinary course of business that can be significant.
As a homebuilder, we are subject to home warranty, construction defect, and other claims arising in the ordinary course
of business. We record warranty and other reserves for the homes we sell based on historical experience in our markets and our
judgment of the qualitative risks associated with the types of homes built. We have, and require our subcontractors to have,
general liability, property, errors and omissions, workers compensation, and other business insurance. These insurance policies
protect us against a portion of our risk of loss from claims, subject to certain self-insured per occurrence and aggregate
retentions, deductibles, and available policy limits. In certain instances, we may offer our subcontractors the opportunity to
purchase insurance through one of our captive insurance subsidiaries or participate in a project-specific insurance program
provided by us. Policies issued by our captive insurance subsidiaries represent self-insurance of these risks by us. We reserve
for costs to cover our self-insured and deductible amounts under these policies and for any costs of claims and lawsuits based
on an analysis of our historical claims, which includes an estimate of claims incurred but not yet reported. Because of the
uncertainties inherent in these matters, we cannot provide assurance that our insurance coverage, our subcontractor
arrangements, and our reserves will be adequate to address all our warranty and construction defect claims in the future.
Contractual indemnities can be difficult to enforce, we may be responsible for applicable self-insured retentions, and some
types of claims may not be covered by insurance or may exceed applicable coverage limits. Additionally, the coverage offered
by and the availability of general liability insurance for construction defects are currently costly and limited. We have
responded to increases in insurance costs and coverage limitations by increasing our self-insured retentions and claim reserves.
There can be no assurance that coverage will not be further restricted or become more costly. Additionally, we are exposed to
counterparty default risk related to our subcontractors, our insurance carriers, and our subcontractors’ insurance carriers.
Natural disasters and severe weather conditions could delay deliveries, increase costs, and decrease demand for new homes
in affected areas.
Our homebuilding operations are located in many areas that are subject to natural disasters and severe weather. The
occurrence of natural disasters or severe weather conditions can delay new home deliveries, increase costs by damaging
inventories, reduce the availability of materials, and negatively impact the demand for new homes in affected areas.
Furthermore, if our insurance does not fully cover business interruptions or losses resulting from these events, our earnings,
liquidity, or capital resources could be adversely affected.
Inflation may result in increased costs that we may not be able to recoup.
Inflation can have a long-term impact on us because increasing costs of land, materials, and labor may require us to
increase the sales prices of homes in order to maintain satisfactory margins. However, we may not be able to raise home prices
sufficiently to keep up with the rate of inflation and our margins could decrease. In addition, inflation is often accompanied by
higher interest rates, which could have a negative impact on housing demand.
Information technology failures or data security breaches could harm our business.
We use information technology and other computer resources to carry out important operational activities and to
maintain our business records. Our computer systems, including our back-up systems, are subject to damage or interruption
from power outages, computer and telecommunications failures, computer viruses, security breaches (through cyberattacks
from computer hackers and sophisticated organizations), catastrophic events such as fires, tornadoes and hurricanes, and usage
13
errors by our associates. If our computer systems and our back-up systems are damaged, breached, or cease to function
properly, we could suffer interruptions in our operations or unintentionally allow misappropriation of proprietary or confidential
information (including information about our homebuyers and business partners), which could require us to incur significant
costs to remediate or otherwise resolve these issues.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our homebuilding and corporate headquarters are located in leased office facilities at 3350 Peachtree Road NE, Suite
150, Atlanta, GA 30326. Pulte Mortgage leases its primary office facilities in Englewood, Colorado. We also maintain various
support functions in leased facilities in Tempe, Arizona and Bloomfield Hills, Michigan. Our homebuilding divisions and
financial services branches lease office space in the geographic locations in which they conduct their day-to-day operations.
Because of the nature of our homebuilding operations, significant amounts of property are held as inventory in the
ordinary course. Such properties are not included in response to this Item.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal and governmental proceedings incidental to our continuing business operations, many
involving claims related to certain construction defects. The consequences of these matters are not presently determinable but,
in our opinion, after consulting with legal counsel and taking into account insurance and reserves, the ultimate liability is not
expected to have a material adverse impact on our results of operations, financial position, or cash flows. However, to the
extent the liability arising from the ultimate resolution of any matter exceeds our estimates reflected in the recorded reserves
relating to such matter, we could incur additional charges that could be significant.
ITEM 4. MINE SAFETY DISCLOSURES
This Item is not applicable.
14
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is certain information with respect to our executive officers.
Name
Richard J. Dugas, Jr.
Robert T. O'Shaughnessy
James R. Ellinghausen
Harmon D. Smith
Ryan R. Marshall
Steven M. Cook
James L. Ossowski
Age Position
50
50
57
52
41
57
Chairman, President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
Executive Vice President, Human Resources
Executive Vice President, Field Operations
Executive Vice President, Homebuilding Operations
Executive Vice President, Chief Legal Officer and Corporate Secretary
47 Vice President, Finance and Controller
The following is a brief account of the business experience of each officer during the past five years:
Year Became
An Executive
Officer
2002
2011
2005
2011
2012
2006
2013
Mr. Dugas was appointed Chairman in August 2009 and President and Chief Executive Officer in July 2003. Previously,
he was appointed Chief Operating Officer in May 2002 and Executive Vice President in December 2002. Since joining our
company in 1994, he has served in a variety of management positions.
Mr. O'Shaughnessy was appointed Executive Vice President and Chief Financial Officer in May 2011. Prior to joining
our company, he held a number of financial roles at Penske Automotive Group from 1997 to 2011, most recently as Executive
Vice President and Chief Financial Officer.
Mr. Ellinghausen was appointed Executive Vice President, Human Resources in December 2006.
Mr. Smith was appointed Executive Vice President, Field Operations in May 2014 and previously held the position of
Executive Vice President, Homebuilding Operations and Area President, Texas since May 2012. He served as an Area President
over various geographical markets since 2006.
Mr. Marshall was appointed Executive Vice President, Homebuilding Operations in May 2014. Previously he held the
positions of Area President, Southeast since November 2012, Area President, Florida since May 2012, and Division President,
South Florida since 2006.
Mr. Cook was appointed Executive Vice President, Chief Legal Officer and Corporate Secretary in September 2015 and
previously held the positions of Senior Vice President, General Counsel and Secretary since December 2008 and Vice President,
General Counsel and Secretary since February 2006.
Mr. Ossowski was appointed Vice President, Finance and Controller in February 2013 and previously held the position of
Vice President, Finance - Homebuilding Operations since August 2010. Since 2002, Mr. Ossowski has held various finance
positions of increasing responsibility with our company.
There is no family relationship between any of the officers. Each officer serves at the pleasure of the Board of Directors.
15
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
PART II
Our common shares are listed on the New York Stock Exchange (Symbol: PHM).
Related Stockholder Matters
The table below sets forth, for the quarterly periods indicated, the range of high and low intraday sales prices for our
common shares and dividend per share information:
December 31, 2015
December 31, 2014
High
Low
Declared
Dividend
High
Low
Declared
Dividend
$
23.24
$
20.56
$
22.78
22.02
20.21
18.85
18.72
17.18
0.08
0.08
0.08
0.09
$
21.65
$
18.21
$
20.47
20.64
22.03
18.01
17.47
16.56
0.05
0.05
0.05
0.08
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
At February 1, 2016, there were 2,617 shareholders of record.
Issuer Purchases of Equity Securities
(a)
Total number
of shares
purchased
(b)
Average
price paid
per share
— $
—
—
— $
—
—
—
—
(c)
Total number of
shares purchased
as part of publicly
announced plans
or programs
(d)
Approximate dollar
value of shares
that may yet be
purchased under
the plans or
programs
($000’s omitted)
— $
— $
— $
—
304,765 (1)
304,765 (1)
604,765 (1)
October 1, 2015 to October 31, 2015
November 1, 2015 to November 30, 2015
December 1, 2015 to December 31, 2015
Total
(1) The Board of Directors approved share repurchase authorizations totaling $750.0 million and $300.0 million in October
2014 and December 2015, respectively, of which $604.8 million remained available as of December 31, 2015. There are
no expiration dates for these programs. During 2015, we repurchased 21.2 million shares under these programs.
The information required by this item with respect to equity compensation plans is set forth under Item 12 of this annual
report on Form 10-K and is incorporated herein by reference.
16
Performance Graph
The following line graph compares for the fiscal years ended December 31, 2011, 2012, 2013, 2014, and 2015 (a) the
yearly cumulative total shareholder return (i.e., the change in share price plus the cumulative amount of dividends, assuming
dividend reinvestment, divided by the initial share price, expressed as a percentage) on PulteGroup’s common shares, with
(b) the cumulative total return of the Standard & Poor’s 500 Stock Index, and with (c) the Dow Jones U.S. Select Home
Construction Index. The Dow Jones U.S. Select Home Construction Index is a widely-recognized index comprised primarily
of large national homebuilders. We believe comparison of our shareholder return to this index represents a meaningful analysis
for investors.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG PULTEGROUP, INC., S&P 500 INDEX, AND PEER INDEX
Fiscal Year Ended December 31, 2015
Comparison of Cumulative Total Return Assuming $100 Investment as of 12/31/2010
$300.00
$275.00
$250.00
$225.00
$200.00
$175.00
$150.00
$125.00
$100.00
$75.00
$50.00
$25.00
$0.00
2010
2011
2012
2013
2014
2015
PHM
S&P 500
Dow Jones U.S. Select Home Construction Index
PULTEGROUP, INC.
S&P 500 Index - Total Return
Dow Jones U.S. Select Home Construction
Index
2010
2011
2012
2013
2014
2015
100.00
100.00
83.91
102.11
241.49
118.45
272.87
156.82
290.55
178.28
245.74
180.75
100.00
91.50
164.40
194.66
204.68
215.83
* Assumes $100 invested on December 31, 2010, and the reinvestment of dividends.
17
ITEM 6. SELECTED FINANCIAL DATA
Set forth below is selected consolidated financial data for each of the past five fiscal years. The selected financial data
should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations
and our Consolidated Financial Statements and Notes thereto included elsewhere in this report.
OPERATING DATA:
Homebuilding:
Revenues
Income (loss) before income taxes
Financial Services:
Revenues
Income (loss) before income taxes
Consolidated results:
Revenues
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
PER SHARE DATA:
Net income (loss) per share:
Basic
Diluted
Number of shares used in calculation:
Basic
Effect of dilutive securities
Diluted
Shareholders’ equity
Cash dividends declared
Years Ended December 31,
(000’s omitted, except per share data)
2015
2014
2013
2012
2011
$ 5,841,211
$ 5,696,725
$ 5,538,644
$ 4,659,110
$ 4,033,596
$
$
$
757,317
140,753
58,706
$
$
$
635,177
125,638
54,581
$
$
$
479,113
140,951
48,709
$
$
$
157,991
$ (275,830)
160,888
25,563
$
$
103,094
(34,470)
$ 5,981,964
$ 5,822,363
$ 5,679,595
$ 4,819,998
$ 4,136,690
$
$
$
$
816,023
321,933
494,090
1.38
1.36
356,576
3,217
359,793
$
$
$
$
$
$
689,758
215,420
474,338
$
527,822
(2,092,294)
$ 2,620,116
1.27
1.26
$
$
6.79
6.72
$
$
$
$
183,554
(22,591)
206,145
$ (310,300)
(99,912)
$ (210,388)
0.54
0.54
$
$
(0.55)
(0.55)
379,877
—
379,877
5.07
—
370,377
3,725
374,102
383,077
3,789
386,866
381,562
3,002
384,564
13.63
0.33
$
$
13.01
0.23
$
$
12.19
0.15
$
$
5.66
$
— $
18
December 31,
($000’s omitted)
BALANCE SHEET DATA:
House and land inventory
Total assets
Senior notes and term loan
Shareholders’ equity
OTHER DATA:
Markets, at year-end
Active communities, at year-end
Closings (units)
Net new orders (units)
Backlog (units), at year-end
2015
2014
2013
2012
2011
$ 5,450,058
$ 4,392,100
$ 3,978,561
$ 4,214,046
$ 4,636,468
8,967,160
2,084,769
4,759,325
8,569,410
1,818,561
4,804,954
8,734,143
2,058,168
4,648,952
6,734,409
2,509,613
2,189,616
6,885,620
3,088,344
1,938,615
Years Ended December 31,
2015
2014
2013
2012
2011
50
620
17,127
18,008
6,731
49
598
17,196
16,652
5,850
48
577
17,766
17,080
5,772
58
670
16,505
19,039
6,458
61
700
15,275
15,215
3,924
Average selling price (per unit)
$
338,000
$
329,000
$
305,000
$
276,000
$
259,000
Gross margin from home sales (a)
23.3%
23.3%
20.5%
15.8%
12.8%
(a) Homebuilding interest expense, which represents the amortization of capitalized interest, and land impairment
charges are included in home sale cost of revenues.
19
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
Improved demand conditions in the overall U.S. housing market continued through 2015. While heightened global
economic concerns have created greater volatility in financial markets, the positive trends in the U.S. regarding jobs,
demographics and household formations, low interest rates, and a generally balanced inventory of homes available for sale
support our expectations that housing demand continues to move higher at a measured pace for a number of years. These
conditions have helped keep monthly mortgage payments affordable relative to historical levels and the rental market. This
environment contributed to our experiencing relatively stable overall demand in 2015, including 8% growth in net new orders,
a 2% increase in home sale revenues to $5.8 billion, and maintaining gross margins at 23.3%, among the highest annual gross
margins reported in the Company's history.
The nature of the homebuilding industry results in a lag between when investments made in land acquisition and
development yield new community openings and related home closings. During 2015, we opened approximately 200 new
communities across our existing local markets, which represented a sizable increase compared with recent years as a result of
increased land investment over the last few years. These new communities generally replaced older communities that closed
out in 2015 as our overall active community count increased 4%. While we have experience opening new communities, this
volume of new community openings presents a challenge in today's environment where entitlement and land development
delays are common. The difficult weather conditions in certain parts of the U.S. in the first half of 2015 contributed to that
challenge. Additionally, labor constraints in the construction industry have led to delays in home closings, which contributed to
our closing volume being flat compared with the prior year. Leveraging our increased land investments, we expect to open an
even higher number of new communities in 2016 than we did in 2015, which we expect will help our volume to grow in 2016.
In addition, we acquired substantially all of the assets of JW Homes, including the brand John Wieland Homes and
Neighborhoods, in January 2016, which will also contribute to growth in 2016.
Our financial position provided flexibility to increase our investments in future communities while also returning
funds to shareholders through dividends and expanded share repurchases. Specifically, we accomplished the following in 2015:
Increased our land investment spending by 30% to support future growth;
•
• Repurchased $433.7 million of shares under our share repurchase plan and authorized an additional $300.0
million for future repurchases;
• Raised our quarterly dividend from $0.08 to $0.09 per share;
• Maintained one of the lowest ratios of debt to total capitalization in the homebuilding industry at 30.5%; and
• Ended the year with a cash balance of $754.2 million with no borrowings outstanding under our unsecured
revolving credit agreement.
Industry-wide new home sales continue to pace well below historical averages, so we remain optimistic that demand
can continue to increase in the coming years. We believe the positive factors of an improving economy with rising
employment, continued low mortgage rates, and beneficial long-term demographic trends will continue to support a slow and
sustained housing recovery. Within this environment, we remain focused on driving additional gains in construction and asset
efficiency to deliver higher returns on invested capital. Consistent with our positive market view and long-term business
strategy, we expect to use our capital to support future growth while consistently returning funds to shareholders.
20
The following is a summary of our operating results by line of business ($000's omitted, except per share data):
Income before income taxes:
Homebuilding
Financial Services
Income before income taxes
Income tax expense (benefit)
Net income
Per share data - assuming dilution:
Net income
Years Ended December 31,
2014
2013
2015
$
$
$
757,317
58,706
816,023
321,933
494,090
1.36
$
$
$
635,177
54,581
689,758
215,420
474,338
1.26
$
$
$
479,113
48,709
527,822
(2,092,294)
2,620,116
6.72
• Homebuilding income before income taxes improved each year from 2013 to 2015, primarily as the result of higher
gross margins and revenues. Homebuilding income before income taxes also reflected the following significant
expense (income) items ($000's omitted):
Corporate office relocation (see Note 2)
Land-related charges (see Note 3)
Loss on debt retirements (see Note 6)
Applecross matter (see Note 12)
Settlement of contractual dispute at a closed-out
community (see Note 12)
Insurance reserve adjustments (see Note 12)
2015
2014
2013
$
$
$
4,369
11,467
—
20,000
—
(62,183)
(26,347) $
16,344
11,168
8,584
—
—
69,267
105,363
$
$
15,376
9,672
26,930
—
41,170
—
93,148
For additional information on each of the above, see the applicable Notes to the Consolidated Financial Statements.
The acquisition of certain real estate assets from Dominion Homes in August 2014 (see Note 1) was not material to
our results of operations or financial condition.
• The increase in Financial Services income in 2015 compared with 2014 and 2013 was primarily due to an increase
in mortgage originations. Additionally, we reduced loan loss reserves by $11.4 million in 2015 versus a reduction of
$18.6 million in 2014. In 2013, loss reserves remained unchanged. See Note 12.
• Our effective tax rate was 39.5%, 31.2% and (396.4)% for 2015, 2014, and 2013, respectively. Income tax expense
(benefit) reflects provisions and (reversals) of deferred tax asset valuation allowances totaling $3.1 million, $(45.6)
million, and $(2.1) billion in 2015, 2014, and 2013, respectively. See Note 9.
21
Homebuilding Operations
The following is a summary of income before income taxes for our Homebuilding operations ($000’s omitted):
Home sale revenues
Land sale revenues
Total Homebuilding revenues
Home sale cost of revenues (a)
Land sale cost of revenues
Selling, general, and administrative expenses
("SG&A") (b)
Other expense, net (c)
Income before income taxes
Supplemental data:
Gross margin from home sales
SG&A as a percentage of home sale revenues
Closings (units)
Average selling price
Net new orders:
Units
Dollars (d)
Cancellation rate
Active communities at December 31
Backlog at December 31:
Years Ended December 31,
2015
FY 2015 vs.
FY 2014
2014
FY 2014 vs.
FY 2013
2013
$ 5,792,675
2 % $ 5,662,171
48,536
5,841,211
4,440,893
35,858
589,780
17,363
40 %
3 %
2 %
51 %
(12)%
(35)%
34,554
5,696,725
4,343,249
23,748
667,815
26,736
4 % $ 5,424,309
(70)%
114,335
3 %
1 %
5,538,644
4,310,528
(77)%
104,426
17 %
(65)%
568,500
76,077
$
757,317
19 % $
635,177
33 % $
479,113
23.3%
10.2%
17,127
338
$
18,008
$ 6,305,380
0 bps
160 bps
— %
3 % $
23.3%
11.8%
17,196
329
280 bps
130 bps
(3)%
8 % $
20.5%
10.5%
17,766
305
16,652
8 %
13 % $ 5,558,937
17,080
(3)%
3 % $ 5,394,566
14%
620
4 %
15%
598
4 %
15%
577
6,731
$ 2,456,565
15 %
5,850
26 % $ 1,943,861
1 %
5,772
2 % $ 1,901,796
Includes the amortization of capitalized interest.
SG&A includes costs associated with the relocation of our corporate headquarters totaling $2.0 million, $7.6
million, and $15.0 million in 2015, 2014, and 2013, respectively (see Note 2), and adjustments to general liability
insurance reserves relating to a reversal of $62.2 million in 2015 and a charge of $69.3 million in 2014 (see Note
12).
Includes losses related to the redemption of debt totaling $8.6 million and $26.9 million in 2014 and 2013,
respectively. Also includes lease exit charges of $2.3 million and $8.7 million in 2015 and 2014, respectively,
resulting from the relocation of our corporate headquarters (see Note 2), a charge of $20.0 million in 2015 resulting
from the Applecross matter (see Note 12), and charges totaling $41.2 million in 2013 resulting from a contractual
dispute related to a previously completed luxury community (see Note 12).
(d) Net new order dollars represent a composite of new order dollars combined with other movements of the dollars in
backlog related to cancellations and change orders.
22
Units
Dollars
(a)
(b)
(c)
Home sale revenues
Home sale revenues for 2015 were higher than 2014 by $130.5 million, or 2%. The increase was attributable to a 3%
increase in the average selling price while closings remained relatively flat. The increase in average selling price reflects an
ongoing shift in our revenue mix toward move-up buyers. Closing volume was flat as higher net new orders were offset by
production delays in certain communities caused by a number of factors, including tight labor resources and adverse weather
conditions.
Home sale revenues for 2014 were higher than 2013 by $237.9 million, or 4%. The increase was attributable to an 8%
increase in the average selling price offset by a 3% decrease in closings. The increase in average selling price occurred in
substantially all of our local markets and reflected a shift in our revenue mix toward move-up and active adult buyers along
with improved market conditions that allowed for increased sale prices, including higher levels of house options and lot
premiums. The decrease in closings resulted from the lower net new order volume in 2014 combined with the lower beginning
of the year backlog in 2014 compared with the beginning of the year 2013.
Home sale gross margins
Home sale gross margins were 23.3% in 2015, compared with 23.3% in 2014 and 20.5% in 2013. Gross margins remain
strong relative to historical levels and reflect a combination of factors, including shifts in community mix, relatively stable
pricing conditions in 2015 following improved pricing conditions in 2014, and lower amortized interest costs (2.4%, 3.4%, and
4.7% of home sale revenues in 2015, 2014, and 2013, respectively), offset by higher house construction and land costs. The
lower amortized interest costs resulted from the reduction in our outstanding debt in recent years. Gross margins during 2015
and 2014 were also affected by higher land impairments of $7.3 million and $3.9 million, respectively, compared with $2.9
million in 2013.
Land sales
We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic
operating plans or are zoned for commercial or other development. Land sale revenues and their related gains or losses vary
between periods, depending on the timing of land sales and our strategic operating decisions. Land sales had margin
contributions of $12.7 million, $10.8 million, and $9.9 million in 2015, 2014, and 2013, respectively.
SG&A
SG&A as a percentage of home sale revenues was 10.2%, 11.8%, and 10.5% in 2015, 2014, and 2013, respectively. The
gross dollar amount of our SG&A decreased $78.0 million, or 12%, in 2015 compared with 2014. SG&A included adjustments
to general liability insurance reserves relating to a reversal of $62.2 million in 2015 and a charge of $69.3 million in 2014 (see
Note 12). Additionally, we incurred $2.0 million and $7.6 million in 2015 and 2014, respectively, of employee severance,
retention, relocation, and related costs attributable to the relocation of our corporate headquarters. Excluding each of these
items, SG&A in both dollars and as a percentage of home sale revenues increased for 2015 compared with 2014. This increase
in gross overhead dollars in 2015 was primarily due to investments in increased headcount and information systems along with
higher costs in conjunction with the opening of approximately 200 new communities.
The gross dollar amount of our SG&A increased $99.3 million, or 17%, in 2014 compared with 2013. SG&A included
charges totaling $69.3 million to increase general liability insurance reserves in 2014. Additionally, we incurred $7.6 million
and $15.0 million in 2014 and 2013, respectively, of employee severance, retention, relocation, and related costs attributable to
the relocation of our corporate headquarters. The remainder of the increase in gross overhead dollars in 2014 compared with
2013 were primarily due to variable costs related to the higher revenue volume.
23
Other expense, net
Other expense, net includes the following ($000’s omitted):
Write-offs of deposits and pre-acquisition costs (Note 3)
Loss on debt retirements (Note 6)
Lease exit and related costs
Amortization of intangible assets (Note 1)
Interest income
Interest expense
Equity in (earnings) loss of unconsolidated entities (Note 5)
Miscellaneous expense, net
2015
2014
2013
5,021
—
2,463
12,900
(3,107)
788
(7,355)
6,653
17,363
$
$
6,099
8,584
9,609
13,033
(4,632)
849
(8,226)
1,420
26,736
$
$
3,122
26,930
2,778
13,100
(4,395)
712
(993)
34,823
76,077
$
$
For additional information on each of the above, see the applicable Notes to the Consolidated Financial Statements.
Miscellaneous expense, net includes a charge of $20.0 million resulting from the Applecross matter (see Note 12) in 2015 and
charges of $41.2 million in 2013 resulting from a contractual dispute related to a previously completed luxury community.
Net new orders
Net new orders increased 8% in 2015 compared with 2014. The increase resulted from improved sales per community
combined with selling from a larger number of active communities, which increased 4% to 620 at December 31, 2015. The
cancellation rate (canceled orders for the period divided by gross new orders for the period) decreased slightly in 2015 from
2014 at 14% and 15%, respectively. Ending backlog units, which represent orders for homes that have not yet closed, increased
15% at December 31, 2015 compared with December 31, 2014 as measured in units and increased by 26% over the prior year
period as measured in dollars. The higher backlog resulted from the higher net new order volume, especially in the fourth
quarter, combined with production delays in certain communities in 2015 caused by a number of factors, including tight labor
resources and adverse weather conditions. The higher average sales price also contributed to the higher backlog dollars.
Net new orders decreased 3% in 2014 compared with 2013, primarily as the result of fewer active communities
throughout the majority of 2014. The number of active communities increased slightly in 2014 compared with 2013 (up 4% to
598 active communities at December 31, 2014), though this was primarily due to our acquisition of certain real estate assets
from Dominion Homes in August 2014 (see Note 1). Excluding such assets, our active community count actually declined in
2014 as our pace of new community openings lagged the number of community close-outs. The cancellation rate was
unchanged from 2013 to 2014 at 15%. Ending backlog units increased 1% at December 31, 2014 compared with December 31,
2013 and increased 2% as measured in dollars due to the increase in our average selling price.
Homes in production
The following is a summary of our homes in production at December 31, 2015 and 2014:
Sold
Unsold
Under construction
Completed
Models
Total
2015
2014
4,573
3,761
1,450
471
1,921
1,024
7,518
815
483
1,298
981
6,040
The number of homes in production at December 31, 2015 was 24% higher compared to December 31, 2014. The
increase in homes under production was due to a combination of factors, including a 4% increase in active communities, a 15%
increase in ending backlog units, and a conscious decision to moderately increase the number of unsold homes under
construction ("spec homes") at the end of the year. The increase in spec homes reflects our intentions to achieve a more even
24
flow production cycle over the course of 2016 compared with 2015. As part of our inventory management strategy, we will
continue to maintain reasonable inventory levels relative to demand in each of our markets. We continue to focus on
maintaining a low level of completed specs ("final specs"), though inventory levels tend to fluctuate throughout the year.
Controlled lots
The following is a summary of our lots under control at December 31, 2015 and 2014:
Northeast
Southeast
Florida
Midwest
Texas
West
Total
December 31, 2015
December 31, 2014
Owned
Optioned
Controlled
Owned
Optioned
Controlled
6,361
11,161
21,230
13,093
13,308
30,766
95,919
4,114
7,933
9,636
6,985
7,052
6,440
10,475
19,094
30,866
20,078
20,360
37,206
42,160
138,079
6,389
11,195
20,511
14,571
11,847
31,707
96,220
4,185
4,785
7,119
5,714
7,435
5,335
10,574
15,980
27,630
20,285
19,282
37,042
34,573
130,793
Developed (%)
28%
12%
23%
25%
23%
25%
Of our controlled lots, 95,919 and 96,220 were owned and 42,160 and 34,573 were under land option agreements at
December 31, 2015 and 2014, respectively. While competition for well-positioned land is robust, we continue to pursue
strategic land positions that drive appropriate returns on invested capital. The remaining purchase price under our land option
agreements totaled $2.0 billion at December 31, 2015. These land option agreements, which generally may be canceled at our
discretion and in certain cases extend over several years, are secured by deposits and pre-acquisition costs totaling $162.1
million, of which $10.5 million is refundable.
Homebuilding Segment Operations
Our homebuilding operations represent our core business. Homebuilding offers a broad product line to meet the needs
of homebuyers in our targeted markets. As of December 31, 2015, we conducted our operations in 50 markets located
throughout 26 states. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments. For
2015, we realigned our organizational structure and reportable segment presentation. Accordingly, the segment information
provided in this note has been reclassified to conform to the current presentation for all periods presented.
Northeast:
Connecticut, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, Rhode Island, Virginia
Southeast:
Georgia, North Carolina, South Carolina, Tennessee
Florida:
Midwest:
Texas:
West:
Florida
Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
Texas
Arizona, California, Nevada, New Mexico, Washington
We also have a reportable segment for our financial services operations, which consist principally of mortgage banking
and title operations. The Financial Services segment operates generally in the same markets as the Homebuilding segments.
25
The following table presents selected financial information for our reportable Homebuilding segments:
Home sale revenues:
Northeast
Southeast
Florida
Midwest
Texas
West
Income before income taxes:
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding (a)
Closings (units):
Northeast
Southeast
Florida
Midwest
Texas
West
Average selling price:
Northeast
Southeast
Florida
Midwest
Texas
West
Operating Data by Segment ($000's omitted)
Years Ended December 31,
2015
FY 2015 vs.
FY 2014
2014
FY 2014 vs.
FY 2013
2013
$
679,082
(4)% $
708,465
(10)% $
784,087
1,058,055
1,012,391
1,012,460
840,766
1,189,921
11 %
11 %
16 %
(2)%
949,134
913,758
869,271
856,613
(13)%
1,364,930
13 %
14 %
10 %
6 %
(3)%
842,856
800,331
786,930
804,806
1,405,299
$ 5,792,675
2 % $ 5,662,171
4 % $ 5,424,309
$
82,616
(20)% $
103,865
(6)% $
110,246
172,330
196,525
91,745
121,329
169,394
(76,622)
10 %
3 %
16 %
(9)%
(33)%
73 %
$
757,317
19 % $
1,496
3,276
2,896
2,961
3,357
3,141
(5)%
4 %
5 %
15 %
(10)%
(7)%
156,513
190,441
78,863
133,005
254,724
(282,234)
635,177
1,568
3,160
2,752
2,581
3,750
3,385
17,127
— % $
17,196
$
$
454
323
350
342
250
379
338
— % $
8 %
5 %
2 %
10 %
(6)%
3 % $
452
300
332
337
228
403
329
29 %
36 %
(7)%
19 %
(2)%
19 %
33 % $
121,055
139,673
84,551
111,431
258,960
(346,803)
479,113
(15)%
5 %
— %
10 %
— %
(16)%
(3)%
6 % $
8 %
14 %
1 %
7 %
16 %
8 % $
1,835
3,022
2,747
2,352
3,768
4,042
17,766
427
279
291
335
214
348
305
(a) Other homebuilding includes the amortization of intangible assets, amortization of capitalized interest, and other
items not allocated to the operating segments, in addition to: losses on debt retirements of $8.6 million and $26.9
million in 2014 and 2013, respectively (see Note 6); adjustments to general liability insurance reserves relating to a
reversal of $62.2 million in 2015 and a charge of $69.3 million in 2014 (see Note 12); costs associated with the
relocation of our corporate headquarters totaling $4.4 million, $16.3 million, and $15.4 million in 2015, 2014, and
2013, respectively (see Note 2); and charges of $41.2 million in 2013 resulting from a contractual dispute related to
a previously completed luxury community (see Note 12).
26
The following tables present additional selected financial information for our reportable Homebuilding segments:
Net new orders - units:
Northeast
Southeast
Florida
Midwest
Texas
West
Net new orders - dollars:
Northeast
Southeast
Florida
Midwest
Texas
West
Cancellation rates:
Northeast
Southeast
Florida
Midwest
Texas
West
Unit backlog:
Northeast
Southeast
Florida
Midwest
Texas
West
Backlog dollars:
Northeast
Southeast
Florida
Midwest
Texas
West
Operating Data by Segment ($000's omitted)
Years Ended December 31,
2015
FY 2015 vs.
FY 2014
2014
FY 2014 vs.
FY 2013
2013
1,479
3,454
3,168
2,862
3,429
3,616
18,008
5 %
12 %
12 %
23 %
(9)%
12 %
8 %
1,408
3,075
2,841
2,329
3,773
3,226
16,652
(23)%
(3)%
9 %
(1)%
6 %
(9)%
(3)%
1,834
3,164
2,595
2,361
3,563
3,563
17,080
$
674,637
4 % $
649,202
(17)% $
782,474
1,160,590
1,152,705
1,024,784
905,003
1,387,661
$ 6,305,380
23 %
21 %
26 %
3 %
944,567
954,892
815,968
881,843
6 % 1,312,465
13 % $ 5,558,937
5 %
16 %
5 %
11 %
895,800
820,032
778,485
796,377
(1)% 1,321,398
3 % $ 5,394,566
12%
10%
11%
13%
19%
18%
14%
444
1,146
1,274
1,089
1,345
1,433
6,731
12%
12%
10%
13%
19%
18%
15%
461
968
1,002
1,188
1,273
958
5,850
(4)%
18 %
27 %
(8)%
6 %
50 %
15 %
13%
12%
13%
10%
22%
17%
15%
621
1,053
913
818
1,250
1,117
5,772
(26)%
(8)%
10 %
45 %
2 %
(14)%
1 %
$
211,532
(2)% $
215,977
(22)% $
275,239
403,568
490,282
382,360
375,660
593,163
34 %
40 %
3 %
21 %
50 %
301,033
349,968
370,036
311,424
395,423
(1)%
13 %
33 %
9 %
(12)%
305,600
308,834
278,040
286,195
447,888
$ 2,456,565
26 % $ 1,943,861
2 % $ 1,901,796
27
The following table presents additional selected financial information for our reportable Homebuilding segments:
Land-related charges*:
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding
Operating Data by Segment ($000's omitted)
Years Ended December 31,
2015
FY 2015 vs.
FY 2014
2014
FY 2014 vs.
FY 2013
2013
$
3,301
3,022
4,555
2,319
295
(2,615)
590
17 % $
65 %
835 %
(1)%
(8)%
(254)%
(65)%
2,824
1,826
487
2,347
321
1,696
1,667
407 % $
83 %
(55)%
25 %
68 %
(16)%
(43)%
$
11,467
3 % $
11,168
15 % $
557
998
1,076
1,883
191
2,023
2,944
9,672
* Land-related charges include land impairments, net realizable value adjustments for land held for sale, and write-
offs of deposits and pre-acquisition costs. Other homebuilding consists primarily of write-offs of capitalized interest
resulting from land-related charges. See Notes 3 and 4 to the Consolidated Financial Statements for additional
discussion of these charges.
Northeast:
For 2015, Northeast home sale revenues decreased 4% compared with 2014 due to a 5% decrease in closings. Average
selling price remained flat over 2014. The decrease in closings occurred in Mid-Atlantic and New England and contributed
to the lower income before income taxes. However, the decreased income before income taxes resulted primarily from a charge
of $20.0 million resulting from the Applecross matter (see Note 12). Net new orders increased 5%, primarily due to increased
order levels in the Northeast Corridor.
For 2014, Northeast home sale revenues decreased 10% compared with 2013 due to a 15% decrease in closings offset by
a 6% increase in the average selling price. The decrease in closings occurred across all divisions. The increase in the average
selling price occurred primarily in New England and the Mid-Atlantic. The decreased income before income taxes resulted from
lower revenue and gross margins combined and increased overhead. Net new orders decreased 23%, reflecting lower order levels
across all divisions due in part to a lower active community count.
Southeast:
For 2015, Southeast home sale revenues increased 11% compared with 2014 due to an 8% increase in the average selling
price combined with a 4% increase in closings. The increase in the average selling price and closings were broad-based,
though Tennessee experienced declines. The increased income before income taxes resulted primarily from higher revenues.
Net new orders increased 12% in 2015 mainly due to increased order levels in Raleigh and Georgia, partially offset by a decline
in Tennessee.
For 2014, Southeast home sale revenues increased 13% compared with 2013 due to an 8% increase in the average selling
price combined with a 5% increase in closings. The increase in the average selling price was due to increases across all
divisions. The increase in closing volumes was primarily due to increases in Georgia and the Coastal Carolinas. The increased
income before income taxes resulted from higher revenues combined with improved gross margins. Net new orders decreased
3% in 2014 mainly due to lower order levels in Tennessee, Charlotte, and the Coastal Carolinas.
Florida:
For 2015, Florida home sale revenues increased 11% compared with 2014 due to a 5% increase in the average selling
price combined with a 5% increase in closings. The increase in average selling price occurred in both North and South Florida.
The increased income before income taxes for 2015 resulted primarily from higher revenues. Net new orders increased by 12%
in 2015 due primarily to an increase in active communities in North and West Florida.
28
For 2014, Florida home sale revenues increased 14% compared with 2013 due to a 14% increase in the average selling
price. The increase in the average selling price occurred in both North and South Florida. Closings remained flat compared
with the prior year as an increase in closings in South Florida was offset by a decrease in closings in North Florida. The
increased income before income taxes for 2014 resulted from higher revenues combined with improved gross margins. Net
new orders increased by 9% in 2014 due to an increase in active communities in South Florida
Midwest:
For 2015, Midwest home sale revenues increased 16% compared with the prior year period due to a 15% increase in
closings combined with a 2% increase in the average selling price. The increase in closing volumes was driven by our
acquisition of certain real estate assets from Dominion Homes in August 2014. Partially offsetting this were lower closings in
Illinois-St Louis. The increased income before income taxes was due primarily to higher revenues. Net new orders increased by
23% in 2015 compared with 2014, mainly due to the acquisition of certain real estate assets from Dominion Homes combined
with higher orders in Indianapolis-Cleveland and Minnesota.
For 2014, Midwest home sale revenues increased 10% compared with the prior year period due to a 10% increase in
closings and a 1% increase in the average selling price. The increase in closing volumes was primarily due to the acquisition of
certain real estate assets from Dominion Homes in August 2014, combined with increases in both Michigan and Indianapolis-
Cleveland. The decreased income before income taxes resulted from higher overhead. Net new orders decreased by 1% in
2014 compared with 2013, mainly due to decreases in Illinois-St. Louis and Minnesota, partially offset by an increase due to
the acquisition of certain real estate assets from Dominion Homes.
Texas:
For 2015, Texas home sale revenues decreased by 2% compared with the prior year period due to a 10% decrease in
closings, partially offset by a 10% increase in the average selling price. These trends were broad-based, though Houston's
closings were down 16%, in part due to the impact of lower oil prices on the local economy. In other markets, the lower
closings resulted primarily from tight labor resources combined with delays in opening new communities, in part due to
challenging weather conditions earlier in the year. The lower revenues led to the decreased income before income taxes for
2015. Net new orders decreased by 9% for 2015 led by a 19% decline in Houston.
For 2014, Texas home sale revenues increased 6% compared with the prior year period due to a 7% increase in the
average selling price. The increase in the average selling price was led by our operations in Central Texas and San Antonio.
Closings were consistent with the prior year as the increases in Dallas, Houston, and San Antonio were offset by a decrease in
closings in Central Texas. The increased income before income taxes for 2014 resulted from higher revenues combined with
improved gross margins. Net new orders increased by 6% for 2014 while the number of active communities remained
consistent with the prior year.
West:
For 2015, West home sale revenues decreased 13% compared with the prior year period due to a 7% decrease in closings
combined with a 6% decrease in the average selling price. The decreased closings and decreased average selling price were
driven primarily by the Pacific Northwest, Northern California, and Southern California as the result of the timing of our
community openings combined with a shift in the mix of closings toward lower priced communities. The decreased income
before income taxes resulted from lower revenues, lower gross margins, and higher overhead as we invested in new
communities. Net new orders increased by 12% in 2015 compared with 2014 due to higher order levels across all divisions
except the Pacific Northwest and Southern California.
For 2014, West home sale revenues decreased 3% compared with the prior year period due to a 16% decrease in
closings, offset by a 16% increase in average selling price. Both the decrease in closings and the increase in the average selling
price occurred across all divisions. The decreased income before income taxes resulted from lower revenues. Net new orders
decreased by 9% in 2014 compared with 2013 primarily due to fewer active communities. Demand in Northern California in
particular slowed in 2014 compared with the strong demand experienced in 2013.
29
Financial Services Operations
We conduct our Financial Services operations, which include mortgage and title operations, through Pulte Mortgage and
other subsidiaries. In originating mortgage loans, we initially use our own funds, including funds available pursuant to credit
agreements with third parties. Substantially all of the loans we originate are sold in the secondary market within a short period
of time after origination, generally within 30 days. We also sell the servicing rights for the loans we originate through fixed
price servicing sales contracts to reduce the risks and costs inherent in servicing loans. This strategy results in owning the loans
and related servicing rights for only a short period of time. Operating as a captive business model primarily targeted to
supporting our Homebuilding operations, the business levels of our Financial Services operations are highly correlated to
Homebuilding. Our Homebuilding customers continue to account for substantially all loan production. We believe that our
capture rate, which represents loan originations from our Homebuilding operations as a percentage of total loan opportunities
from our Homebuilding operations, excluding cash closings, is an important metric in evaluating the effectiveness of our
captive mortgage business model. The following table presents selected financial information for our Financial Services
operations ($000’s omitted):
Years Ended December 31,
Mortgage operations revenues
Title services revenues
Total Financial Services revenues
Expenses (a)
Income before income taxes
Total originations:
Loans
Principal
28,943
140,753
82,047
58,706
$
11,435
$ 2,929,531
2015
FY 2015 vs.
FY 2014
$
111,810
14% $
2014
97,787
27,851
125,638
71,057
54,581
FY 2014 vs.
FY 2013
2013
(14)% $
113,552
2 %
(11)%
(23)%
12 % $
27,399
140,951
92,242
48,709
4%
12%
15%
8% $
6%
10,805
10% $ 2,656,683
(9)%
11,818
(4)% $ 2,765,509
(a) Includes loan origination reserve releases of $11.4 million and $18.6 million in 2015 and 2014, respectively.
Supplemental data:
Capture rate
Average FICO score
Loan application backlog
Funded origination breakdown:
FHA
VA
USDA
Other agency
Total agency
Non-agency
Years Ended December 31,
2015
2014
2013
82.9%
749
80.2%
749
80.2%
746
$ 1,310,173
$
980,863
$
984,754
11%
13%
1%
69%
94%
6%
10%
12%
2%
70%
94%
6%
16%
11%
3%
67%
97%
3%
Total funded originations
100%
100%
100%
30
Revenues
Total Financial Services revenues during 2015 increased 12% compared with 2014. The increase resulted from a higher
capture rate and higher revenues per loan, which were attributable to a higher average loan size combined with a modest
improvement in loan pricing. The improvement in loan pricing resulted primarily from a spike in mortgage industry refinancing
volume in early 2015, which reduced competitive pricing pressures for new originations. Loan pricing came under more
pressure in more recent months as industry refinancing volume receded. However, the overall pricing environment for new
originations remains favorable.
Total Financial Services revenues during 2014 decreased 11% compared with 2013. The decrease was primarily
attributable to lower origination volume resulting from lower home closings in our Homebuilding operations, combined with
lower revenues per loan resulting from increased competitiveness in the mortgage industry that began in 2013.
Since 2007, the mortgage industry has experienced a significant overall tightening of lending standards and a shift
toward agency production. Adjustable rate mortgages (“ARMs”) accounted for 6% of funded loan production in 2015
compared with 11% and 5% in 2014 and 2013, respectively. The shifts in ARM volume contributed to the higher revenue per
loan in 2015 and lower revenue per loan in 2014 as ARMs generally contain lower margins. Additionally, fixed rate mortgages
tend to have higher servicing values.
Loan origination liabilities
Our mortgage operations may be responsible for losses associated with mortgage loans originated and sold to investors
in the event of errors or omissions relating to representations and warranties that the loans sold met certain requirements,
including representations as to underwriting standards, the existence of primary mortgage insurance, and the validity of certain
borrower representations in connection with the loan. If a loan is determined to be faulty, we either repurchase the loans from
the investors or reimburse the investors' losses (a “make-whole” payment).
During 2015 and 2014, we reduced our loan origination liabilities by $11.4 million and $18.6 million, respectively, based
on probable settlements of various repurchase requests and current conditions. Non-cash changes in reserve levels are reflected
in Financial Services expenses. Given the ongoing volatility in the mortgage industry, changes in values of underlying
collateral over time, and other uncertainties regarding the ultimate resolution of these claims, actual costs could differ from our
current estimates. See Note 12 in the Consolidated Financial Statements.
Income before income taxes
The increased income before income taxes for 2015 as compared with 2014 is due to higher origination volume and an
increase in revenue per loan. The increase in expenses over the prior period is largely a result of an increase in headcount
caused by the higher origination volume, combined with the impact of changes in loan loss reserves discussed above.
The increased income before income taxes for 2014 as compared with 2013 resulted from the lower loss reserves in
2014 discussed above, partially offset by less favorable loan pricing.
31
Income Taxes
Our effective tax rate was 39.5%, 31.2% and (396.4)% for 2015, 2014, and 2013 respectively. The 2015 effective tax rate
exceeds the federal statutory rate, primarily due to state taxes including changes in valuation allowance on state deferred tax
assets and revaluation of deferred tax assets due to state law changes and business operations. The 2014 effective tax rate is less
than the federal statutory rate primarily due to reversal of a portion of our valuation allowance related to certain state deferred
tax assets, along with the favorable resolution of certain federal and state income tax matters. The 2013 effective tax rate
differed from the federal statutory rate primarily due to the reversal of substantially all of the valuation allowance related to our
federal and certain state deferred tax assets.
Income tax expense (benefit) reflects provisions and (reversals) related to changes to our deferred tax asset valuation
allowances totaling $3.1 million, $(45.6) million, and $(2.1) billion in 2015, 2014, and 2013, respectively. The 2015 and 2014
adjustments related primarily to certain of our state deferred tax assets as the result of changes in expected future taxable
income in certain jurisdictions.
In 2013, we determined that the valuation allowance against substantially all of our federal deferred tax assets and a
significant portion of our state deferred tax assets was no longer required. The principal positive evidence that led to the
reversal of the valuation allowance in 2013 included: (1) our emergence from a three-year cumulative loss in 2013; (2) the
significant positive income we generated during 2012 and 2013, including seven consecutive quarters of pretax income as of
December 31, 2013; (3) continued improvements in 2013 over recent years in other key operating metrics, including revenues,
gross margin, and overhead leverage; (4) our forecasted future profitability; (5) improvement in our financial position; and (6)
significant evidence that conditions in the U.S. housing industry were more favorable than in recent years and our belief that
conditions would continue to be favorable in the future.
Liquidity and Capital Resources
We finance our land acquisition, development, and construction activities and financial services operations using
internally-generated funds supplemented by credit arrangements with third parties and capital market financing. We routinely
monitor current and expected operational requirements and financial market conditions to evaluate accessing other available
financing sources, including revolving bank credit and securities offerings and may determine that modifications to our
financing are appropriate.
At December 31, 2015, we had unrestricted cash and equivalents of $754.2 million, senior notes of $1.6 billion, and
borrowings of $500.0 million under a term loan. We also had restricted cash balances of $21.3 million. We follow a diversified
investment approach for our cash and equivalents by maintaining such funds with a broad portfolio of banks within our group
of relationship banks in high quality, highly liquid, short-term deposits and investments. We monitor our investments with each
bank and do not believe our cash and equivalents are exposed to any material risk of loss. However, there can be no assurances
that losses of principal balance on our cash and equivalents will not occur.
Our ratio of debt to total capitalization, excluding our Financial Services debt, was 30.5% at December 31, 2015.
We retired $238.0 million, $245.7 million, and $461.4 million of senior notes during 2015, 2014, and 2013, respectively.
The 2014 and 2013 retirements occurred prior to the stated maturity dates and resulted in losses totaling $8.6 million and $26.9
million in 2014 and 2013, respectively.
Revolving credit facility
In July 2014, we entered into a senior unsecured revolving credit facility (the “Revolving Credit Facility”) maturing in
July 2017. The Revolving Credit Facility provides for maximum borrowings of $500.0 million and contains an uncommitted
accordion feature that could increase the size of the Revolving Credit Facility to $1.0 billion, subject to certain conditions and
availability of additional bank commitments. The Revolving Credit Facility also provides for the issuance of letters of credit
that reduce available borrowing capacity under the Revolving Credit Facility and may total no more than the greater of: (i) 50%
of the size of the facility or (ii) $300.0 million in the aggregate. The interest rate on borrowings under the Revolving Credit
Facility may be based on either the London Interbank Offered Rate or Base Rate plus an applicable margin, as defined. At
December 31, 2015, we had no borrowings outstanding and $191.3 million of letters of credit issued under the Revolving
Credit Facility.
32
The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net Worth, a
minimum Interest Coverage Ratio, and a maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving
Credit Facility). As of December 31, 2015, we were in compliance with all covenants. Outstanding balances under the
Revolving Credit Facility are guaranteed by certain of our wholly-owned subsidiaries.
Term loan
On September 30, 2015, we entered into a senior unsecured $500.0 million term loan agreement (the “Term Loan”) with an
initial maturity date of January 3, 2017, which can be extended at our option up to 12 months. The interest rate on the Term
Loan may be based on either LIBOR or a base rate plus an applicable margin, as defined. Borrowings are guaranteed by certain
of our wholly-owned subsidiaries, and the Term Loan contains customary affirmative and negative covenants for loans of this
type, including the same financial covenants as under the Revolving Credit Facility. As of December 31, 2015, we were in
compliance with all covenants.
Limited recourse notes payable
Certain of our local homebuilding operations maintain limited recourse collateralized notes payable with third parties
totaling $35.3 million at December 31, 2015. These notes have maturities ranging up to six years, are collateralized by the
applicable land positions to which they relate, have no recourse to any other assets, and are classified within accrued and other
liabilities. The stated interest rates on these notes range up to 5.00%.
Pulte Mortgage
Pulte Mortgage provides mortgage financing for the majority of our home closings by utilizing its own funds and funds
made available pursuant to credit agreements with third parties. Pulte Mortgage uses these resources to finance its lending
activities until the loans are sold in the secondary market, which generally occurs within 30 days.
Pulte Mortgage maintains a master repurchase agreement (the “Repurchase Agreement”) with third party lenders. In
September 2015, Pulte Mortgage entered into an amendment to the Repurchase Agreement that extended the effective date to
September 2016. The Repurchase Agreement was subsequently amended in December 2015 to increase the borrowing capacity
to $310.0 million. The capacity decreased to $175.0 million on January 19, 2016, and increases to $200.0 million on July 29,
2016. The purpose for the changes in capacity during the term of the agreement is to lower associated fees during seasonally
lower volume periods of mortgage origination activity. Borrowings under the Repurchase Agreement are secured by residential
mortgage loans available-for-sale. The Repurchase Agreement contains various affirmative and negative covenants applicable
to Pulte Mortgage, including quantitative thresholds related to net worth, net income, and liquidity. Pulte Mortgage had
$267.9 million and $140.2 million outstanding under the Repurchase Agreement at December 31, 2015, and 2014, respectively,
and was in compliance with its covenants and requirements as of such dates.
Stock repurchase programs
In previous years, our Board of Directors authorized and announced a share repurchase program. In October 2014, our
Board of Directors approved an increase of $750.0 million to such authorization, and a further increase of $300.0 million in
December 2015. We repurchased 21.2 million, 12.9 million, and 7.2 million shares in 2015, 2014, and 2013, respectively, for a
total of $433.7 million, $245.8 million, and $118.1 million in 2015, 2014, and 2013, respectively. At December 31, 2015, we
had remaining authorization to repurchase $604.8 million of common shares.
Dividends
We reinstated our quarterly cash dividend in July 2013 and subsequently raised the quarterly dividend in both 2014 and
2015. Our declared quarterly cash dividends totaled $117.9 million, $86.4 million, and $57.5 million in 2015, 2014, and 2013,
respectively.
33
Cash flows
Operating activities
Our net cash used in operating activities in 2015 was $348.1 million, compared with cash provided by operating
activities of $309.2 million and $881.1 million in 2014 and 2013, respectively. Generally, the primary drivers of our cash flow
from operations are profitability and changes in inventory levels. Our negative cash flow from operations for 2015 was
primarily due to an increase in inventories of $927.8 million as the result of a significant increase in land acquisition and
development investment combined with a moderate increase in house inventory due to the higher order backlog and an increase
in the number of spec homes consistent with our intentions to achieve a more even flow production cycle over the course of
2016 compared with 2015. The increased inventory was offset by our income before income taxes of $816.0 million.
Additionally, residential mortgage loans available-for-sale increased $104.6 million as the result of an increase in home closings
in the month of December compared with the prior year.
Our positive cash flow from operations for 2014 was primarily due to our income before income taxes of $689.8 million.
These cash flows were partially offset in 2014 by a net increase in inventories of $346.6 million and an increase in residential
mortgage loans available-for-sale of $53.7 million.
Our positive cash flow from operations for 2013 was primarily due to our income before income taxes of $527.8
million, combined with a net decrease in inventories of $265.1 million and a reduction of $28.4 million in residential mortgage
loans available-for-sale. The inventory decrease resulted from a reduction in homes in production and lower land inventory
consistent with the decline in the number of active communities, while the decrease in residential mortgage loans available-for-
sale resulted from a decrease in the home closings in the month of December compared with the prior year.
Investing activities
Investing activities are generally not a significant source or use of cash for us. Net cash used in investing activities
totaled $30.9 million in 2015, compared with $67.6 million in 2014 and $46.0 million in 2013. The use of cash from investing
activities in 2015 was primarily due to capital expenditures as the result of new community openings.
The use of cash from investing activities in 2014 was primarily due to the acquisition of certain real estate assets from
Dominion Homes (see Note 1) and $48.8 million of capital expenditures related primarily to new community openings and the
relocation of our corporate headquarters. These cash outflows were partially offset by a $55.0 million reduction in the
restricted cash related to letters of credit as a result of the Revolving Credit Facility entered into in July 2014.
The use of cash from investing activities in 2013 was primarily due to $28.9 million of capital expenditures, a $12.3
million increase in residential mortgage loans held for investment, and a $4.2 million increase in the restricted cash we were
required to maintain under our letter of credit facilities.
Financing activities
Net cash used in financing activities was $159.7 million in 2015, compared with $529.1 million and $659.6 million in
2014 and 2013, respectively. The net cash used in financing activities for 2015 resulted primarily from the repurchase of 21.2
million common shares for $433.7 million under our repurchase authorization, payment of $239.2 million to retire senior notes
at their scheduled maturity date, and payment of $116.0 million in cash dividends. These cash outflows were offset by $500.0
million of proceeds from the Term Loan executed in September 2015 and net borrowings of $127.6 million under the
Repurchase Agreement to fund the increase in mortgage loans available-for-sale.
During the last three years, we significantly reduced our outstanding senior notes through a variety of transactions,
including scheduled maturities, open market repurchases, early redemptions as provided within indenture agreements, and
tender offers. Completion of these transactions required the use of $239.2 million, $250.6 million, and $479.8 million of cash
in 2015, 2014, and 2013, respectively. We borrowed an incremental $34.6 million under the Repurchase Agreement during
2014, and repaid $33.1 million in 2013. Cash used in financing activities for 2014 also reflects dividend payments of $75.6
million and the repurchase of common shares under our share repurchase authorization for $253.0 million, partially offset by
funds provided by the issuance of common shares in connection with employee stock option exercises.
34
Inflation
We, and the homebuilding industry in general, may be adversely affected during periods of inflation because of higher
land and construction costs. Inflation may also increase our financing costs. In addition, higher mortgage interest rates affect
the affordability of our products to prospective homebuyers. While we attempt to pass on to our customers increases in our
costs through increased sales prices, market forces may limit our ability to do so. If we are unable to raise sales prices enough
to compensate for higher costs, or if mortgage interest rates increase significantly, our revenues, gross margins, and net income
could be adversely affected.
Seasonality
Although significant changes in market conditions have impacted our seasonal patterns in the past and could do so again,
we historically experience variability in our quarterly results from operations due to the seasonal nature of the homebuilding
industry. We generally experience increases in revenues and cash flow from operations during the fourth quarter based on the
timing of home closings. This seasonal activity increases our working capital requirements in our third and fourth quarters to
support our home production and loan origination volumes. As a result of the seasonality of our operations, our quarterly
results of operations are not necessarily indicative of the results that may be expected for the full year.
Contractual Obligations and Commercial Commitments
The following table summarizes our payments under contractual obligations as of December 31, 2015:
Total
2016
Payments Due by Period
($000’s omitted)
2017-2018
2019-2020
After 2020
Contractual obligations:
Long-term debt (a)
Operating lease obligations
Other long-term liabilities (b)
Total contractual obligations (c)
$
$
3,317,336
128,129
38,261
3,483,726
$
$
564,392
28,561
23,410
616,363
$
$
767,256
39,673
6,173
813,102
$
$
134,250
24,921
8,678
167,849
$
$
1,851,438
34,974
—
1,886,412
(a)
(b)
Represents principal and interest payments related to our senior notes and term loan.
Represents limited recourse collateralized financing arrangements and related interest payments.
(c) We do not have any payments due in connection with capital lease or long-term purchase obligations.
We are subject to certain obligations associated with entering into contracts (including land option contracts) for the
purchase, development, and sale of real estate in the routine conduct of our business. Option contracts for the purchase of land
enable us to defer acquiring portions of properties owned by third parties and unconsolidated entities until we have determined
whether to exercise our option, which may serve to reduce our financial risks associated with long-term land holdings. At
December 31, 2015, we had $162.1 million of deposits and pre-acquisition costs, of which $10.5 million is refundable, relating
to option agreements to acquire 42,160 lots with a remaining purchase price of $2.0 billion. We expect to acquire the majority
of such land within the next two years and the remainder thereafter.
At December 31, 2015, we had $39.0 million of gross unrecognized tax benefits and $17.2 million of related accrued
interest and penalties. We are currently under examination by various taxing jurisdictions and anticipate finalizing the
examinations with certain jurisdictions within the next twelve months. However, the final outcome of these examinations is not
yet determinable. The statute of limitations for our major tax jurisdictions remains open for examination for tax years 2005 -
2015.
35
The following table summarizes our other commercial commitments as of December 31, 2015:
Other commercial commitments:
Total
Amount of Commitment Expiration by Period
($000’s omitted)
2017-2018
2019-2020
2016
After 2020
Guarantor credit facilities (a)
Non-guarantor credit facilities (b)
Total commercial commitments (c)
$
$
500,000
310,000
810,000
$
$
— $
500,000
310,000
—
310,000
$
500,000
$
$
— $
—
— $
—
—
—
(a)
(b)
The $500.0 million in 2016-2017 represents the capacity of our unsecured revolving credit facility, under which no
borrowings were outstanding and $191.3 million of letters of credit were issued at December 31, 2015.
Represents the capacity of the Repurchase Agreement, of which $267.9 million was outstanding at December 31,
2015, and which expires in September 2016. The capacity decreased to $175.0 million on January 19, 2016, and
increases to $200.0 million on July 29, 2016.
(c)
The above table excludes an aggregate $1.0 billion of surety bonds, which typically do not have stated expiration
dates.
Off-Balance Sheet Arrangements
We use letters of credit and surety bonds to guarantee our performance under various contracts, principally in connection
with the development of our homebuilding projects. The expiration dates of the letter of credit contracts coincide with the
expected completion date of the related homebuilding projects. If the obligations related to a project are ongoing, annual
extensions of the letters of credit are typically granted on a year-to-year basis. At December 31, 2015, we had outstanding
letters of credit of $191.3 million. Our surety bonds generally do not have stated expiration dates; rather, we are released from
the bonds as the contractual performance is completed. These bonds, which approximated $1.0 billion at December 31, 2015,
are typically outstanding over a period of approximately three to five years. Because significant construction and development
work has been performed related to the applicable projects but has not yet received final acceptance by the respective
counterparties, the aggregate amount of surety bonds outstanding is in excess of the projected cost of the remaining work to be
performed.
In the ordinary course of business, we enter into land option agreements in order to procure land for the construction of
houses in the future. At December 31, 2015, these agreements had an aggregate remaining purchase price of $2.0 billion.
Pursuant to these land option agreements, we provide a deposit to the seller as consideration for the right to purchase land at
different times in the future, usually at predetermined prices.
At December 31, 2015, aggregate outstanding debt of unconsolidated joint ventures was $16.4 million, of which our
proportionate share was $7.0 million. Of this amount, we provided limited recourse guaranties for $0.2 million at
December 31, 2015. See Note 5 to the Consolidated Financial Statements for additional information.
36
Critical Accounting Policies and Estimates
The accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted
accounting principles. When more than one accounting principle, or the method of its application, is generally accepted, we
select the principle or method that is appropriate in our specific circumstances (see Note 1 of our Consolidated Financial
Statements). Application of these accounting principles requires us to make estimates about the future resolution of existing
uncertainties; as a result, actual results could differ from these estimates. In preparing these consolidated financial statements,
we have made our best estimates and judgments of the amounts and disclosures included in the consolidated financial
statements, giving due regard to materiality.
Revenue recognition
Homebuilding – Homebuilding revenue and related profit are generally recognized when title to and possession of the
property are transferred to the buyer. In situations where the buyer’s financing is originated by Pulte Mortgage, our wholly-
owned mortgage subsidiary, and the buyer has not made an adequate initial or continuing investment, the profit on such sale is
deferred until the sale of the related mortgage loan to a third-party investor has been completed. If there is a loss on the sale of
the property, the loss on such sale is recognized at the time of closing.
Financial Services – Mortgage servicing fees represent fees earned for servicing loans for various investors. Servicing
fees are based on a contractual percentage of the outstanding principal balance, or a contracted set fee in the case of certain sub-
servicing arrangements, and are credited to income when related mortgage payments are received or the sub-servicing fees are
earned. Loan origination fees, commitment fees, and certain direct loan origination costs are recognized as incurred. Expected
gains and losses from the sale of residential mortgage loans and their related servicing rights are included in the measurement
of written loan commitments that are accounted for at fair value through Financial Services revenues at the time of
commitment. Subsequent changes in the fair value of these loans are reflected in Financial Services revenues as they occur.
Interest income is accrued from the date a mortgage loan is originated until the loan is sold. Loans are placed on non-accrual
status once they become greater than 90 days past due their contractual terms. Subsequent payments received are applied
according to the contractual terms of the loan.
Inventory and cost of revenues
Inventory is stated at cost unless the carrying value is determined to not be recoverable, in which case the affected
inventory is written down to fair value. Cost includes land acquisition, land development, and home construction costs,
including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction. For
those communities for which construction and development activities have been idled, applicable interest and real estate taxes
are expensed as incurred. Land acquisition and development costs are allocated to individual lots using an average lot cost
determined based on the total expected land acquisition and development costs and the total expected home closings for the
community. The specific identification method is used to accumulate home construction costs.
We capitalize interest cost into homebuilding inventories. Each layer of capitalized interest is amortized over a period
that approximates the average life of communities under development. Interest expense is allocated over the period based on
the timing of home closings.
Cost of revenues includes the construction cost, average lot cost, estimated warranty costs, and commissions and closing
costs applicable to the home. The construction cost of the home includes amounts paid through the closing date of the home,
plus an accrual for costs incurred but not yet paid, based on an analysis of budgeted construction costs. This accrual is
reviewed for accuracy based on actual payments made after closing compared with the amount accrued, and adjustments are
made if needed. Total community land acquisition and development costs are based on an analysis of budgeted costs compared
with actual costs incurred to date and estimates to complete. The development cycles for our communities range from under
one year to in excess of ten years for certain master planned communities. Adjustments to estimated total land acquisition and
development costs for the community affect the amounts costed for the community’s remaining lots.
We record valuation adjustments on land inventory when events and circumstances indicate that they may be impaired
and when the cash flows estimated to be generated by those assets are less than their carrying amounts. For communities that
demonstrate indicators of impairment, we compare the expected undiscounted cash flows for these communities to their
carrying value. For those communities whose carrying values exceed the expected undiscounted cash flows, we calculate the
fair value of the community. Impairment charges are required to be recorded if the fair value of the community’s inventory is
less than its carrying value.
37
We generally determine the fair value of each community’s inventory using a combination of discounted cash flow
models and market comparable transactions, where available. These estimated cash flows are significantly impacted by
estimates related to expected average selling prices and sale incentives, expected sales paces and cancellation rates, expected
land development and construction timelines, and anticipated land development, construction, and overhead costs. Such
estimates must be made for each individual community and may vary significantly between communities. Due to uncertainties
in the estimation process, the significant volatility in demand for new housing, and the long life cycles of many communities,
actual results could differ significantly from such estimates.
Residential mortgage loans available-for-sale
In accordance with ASC 825, “Financial Instruments” (“ASC 825”), we use the fair value option for our residential
mortgage loans available-for-sale. Election of the fair value option for residential mortgage loans available-for-sale allows a
better offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without
having to apply complex hedge accounting provisions. Changes in the fair value of these loans are reflected in revenues as they
occur.
Loan origination liabilities
Our mortgage operations may be responsible for losses associated with mortgage loans originated and sold to investors
in the event of errors or omissions relating to representations and warranties made by us that the loans met certain requirements,
including representations as to underwriting standards, the existence of primary mortgage insurance, and the validity of certain
borrower representations in connection with the loan. If a loan is determined to be faulty, we either repurchase the loan from
the investors or reimburse the investors' losses (a “make-whole” payment).
Estimating the required liability for these potential losses requires a significant level of management judgment. During
2015 and 2014, we reduced our loan origination liabilities by $11.4 million and $18.6 million, respectively, based on probable
settlements of various repurchase requests and current conditions. Reserves provided (released) are reflected in Financial
Services expenses. Given the ongoing volatility in the mortgage industry, changes in values of underlying collateral over time,
and other uncertainties regarding the ultimate resolution of these claims, actual costs could differ from our current estimates.
Intangible assets
We have recorded intangible assets related to tradenames acquired with the Centex merger completed in 2009 and the
Del Webb merger completed in 2001, which are being amortized over their estimated useful lives. The carrying values and
ultimate realization of these assets are dependent upon estimates of future cash flows and benefits that we expect to generate
from their use. If we determine that the carrying values of intangible assets may not be recoverable based upon the existence of
one or more indicators of impairment, we use a projected undiscounted cash flow method to determine if impairment exists. If
the carrying values of the intangible assets exceed the expected undiscounted cash flows, then we measure impairment as the
difference between the fair value of the asset and the recorded carrying value. To date, no impairments relating to tradenames
have been recorded. However, if our expectations of future results and cash flows decrease significantly, or if our strategy
related to the use of the intangible assets changes, the related intangible assets may become impaired.
Allowance for warranties
Home purchasers are provided with a limited warranty against certain building defects, including a one-year
comprehensive limited warranty and coverage for certain other aspects of the home’s construction and operating systems for
periods of up to ten years. We estimate the costs to be incurred under these warranties and record a liability in the amount of
such costs at the time product revenue is recognized. Factors that affect our warranty liability include the number of homes
sold, historical and anticipated rates of warranty claims, and the cost per claim. We periodically assess the adequacy of our
recorded warranty liability for each geographic market in which we operate and adjust the amounts as necessary. Actual
warranty costs in the future could differ from our estimates.
Income taxes
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is primarily dependent upon the
generation of future taxable income during the periods in which those temporary differences become deductible. In
determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment
38
is required. Differences between the anticipated and actual outcomes of these future tax consequences could have a material
impact on the consolidated results of operations or financial position.
Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and
the benefits recognized for financial statement purposes. We follow the provisions of ASC 740, “Income Taxes” (“ASC 740”),
which prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial
statements. Significant judgment is required to evaluate uncertain tax positions. Our evaluations of tax positions consider a
variety of factors, including changes in facts or circumstances, changes in law, correspondence with taxing authorities, and
effective settlements of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in
material increases or decreases in income tax expense (benefit) in the period in which the change is made. Interest and
penalties related to unrecognized tax benefits are recognized as a component of income tax expense (benefit).
Self-insured risks
At any point in time, we are managing over 1,000 individual claims related to general liability, property, errors and
omission, workers compensation, and other business insurance coverage. We reserve for costs associated with such claims
(including expected claims management expenses) on an undiscounted basis at the time product revenue is recognized for each
home closing and periodically evaluate the recorded liabilities based on actuarial analyses of our historical claims. The
actuarial analyses calculate an estimate of the ultimate net cost of all unpaid losses, including estimates for incurred but not
reported losses ("IBNR"). IBNR represents losses related to claims incurred but not yet reported plus development on reported
claims. In certain instances, we have the ability to recover a portion of our costs under various insurance policies or from our
subcontractors or other third parties. Estimates of such amounts are recorded when recovery is considered probable.
Housing market conditions have been volatile across most of our markets over the past ten years, and we believe such
conditions can affect the frequency and cost of construction defect claims. Additionally, IBNR estimates comprise the majority
of our liability and are subject to a high degree of uncertainty due to a variety of factors, including changes in claims reporting
and resolution patterns, third party recoveries, insurance industry practices, the regulatory environment, and legal precedent.
State regulations vary, but construction defect claims are reported and resolved over an extended period often exceeding ten
years. Changes in the frequency and timing of reported claims and estimates of specific claim values can impact the underlying
inputs and trends utilized in the actuarial analyses, which could have a material impact on the recorded reserves. Additionally,
the amount of insurance coverage available for each policy period also impacts our recorded reserves. Because of the inherent
uncertainty in estimating future losses and the timing of such losses related to these claims, actual costs could differ
significantly from estimated costs.
Adjustments to reserves are recorded in the period in which the change in estimate occurs. During 2015, we recorded
general liability reserve reversals of $32.6 million resulting from a legal settlement and $29.6 million related to changes in our
actuarial estimates resulting from favorable claims experience relative to previous actuarial projections. During 2014, we
increased general liability insurance reserves by $69.3 million, which was primarily driven by estimated costs associated with
siding repairs in certain previously completed communities that, in turn, impacted actuarial estimates for potential future
claims.
Our recorded reserves for all such claims totaled $692.1 million and $710.2 million at December 31, 2015 and 2014,
respectively, the vast majority of which relate to general liability claims. The recorded reserves include loss estimates related to
both (i) existing claims and related claim expenses and (ii) IBNR and related claim expenses. Liabilities related to IBNR and
related claim expenses represented approximately 65% and 72% of the total general liability reserves at December 31, 2015 and
2014, respectively. The actuarial analyses that determine the IBNR portion of reserves consider a variety of factors, including
the frequency and severity of losses, which are based on our historical claims experience supplemented by industry data. The
actuarial analyses of the reserves also consider historical third party recovery rates and claims management expenses. Because
of the inherent uncertainty in estimating future losses related to these claims, actual costs could differ significantly from
estimated costs. Based on the actuarial analyses performed, we believe the range of reasonably possible losses related to these
claims is $625 million to $800 million. While this range represents our best estimate of our ultimate liability related to these
claims, due to a variety of factors, including those factors described above, there can be no assurance that the ultimate costs
realized by us will fall within this range.
39
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to market risk on our debt instruments primarily due to fluctuations in interest rates. We utilize both
fixed-rate and variable-rate debt. For fixed-rate debt, changes in interest rates generally affect the fair value of the debt
instrument but not our earnings or cash flows. Conversely, for variable-rate debt, changes in interest rates generally do not
affect the fair value of the debt instrument but could affect our earnings and cash flows. Except in very limited circumstances,
we do not have an obligation to prepay fixed-rate debt prior to maturity. As a result, interest rate risk and changes in fair value
should not have a significant impact on our fixed-rate debt until we are required or elect to refinance or repurchase such debt.
The following tables set forth the principal cash flows by scheduled maturity, weighted-average interest rates, and
estimated fair value of our debt obligations as of December 31, 2015 and 2014 ($000’s omitted).
As of December 31, 2015 for the
Years ending December 31,
2016
2017
2018
2019
2020
Thereafter
Total
Fair
Value
$ 487,485
$ 128,296
$
— $
3,900
$
3,900
$ 1,000,000
$1,623,581
$ 1,678,987
6.24%
7.00%
—%
5.00%
5.00%
6.71%
6.57%
$ 267,877
$ 500,000
$
— $
— $
— $
— $ 767,877
$
767,877
2.65%
1.42%
—%
—%
—%
—%
1.85%
As of December 31, 2014 for the
Years ending December 31,
2015
2016
2017
2018
2019
Thereafter
Total
Fair
Value
Rate-sensitive liabilities:
Fixed rate debt
Average interest rate
Variable rate debt (a)
Average interest rate
Rate-sensitive liabilities:
Fixed rate debt
Average interest rate
5.22%
6.24%
7.44%
—%
5.00%
6.71%
6.44%
$ 239,203
$ 488,610
$ 129,433
$
— $
3,900
$ 1,003,900
$1,865,046
$ 1,975,029
Variable rate debt (a)
Average interest rate
$ 140,241
$
— $
— $
— $
— $
— $ 140,241
$
140,241
2.70%
—%
—%
—%
—%
—%
2.70%
(a) Includes the Pulte Mortgage Repurchase Agreement and the Term Loan. Does not include our Revolving Credit Facility, under which there were no
borrowings outstanding at either December 31, 2015 or 2014.
Derivative instruments and hedging activities
Pulte Mortgage is exposed to market risks from commitments to lend, movements in interest rates, and canceled or
modified commitments to lend. A commitment to lend at a specific interest rate (an interest rate lock commitment) is a
derivative financial instrument (interest rate is locked to the borrower). The interest rate risk continues through the loan closing
and until the loan is sold to an investor. We are generally not exposed to variability in cash flows of derivative instruments for
more than approximately 75 days. In periods of rising interest rates, the length of exposure will generally increase due to
customers locking in an interest rate sooner as opposed to letting the interest rate float. In periods of low or decreasing interest
rates, the length of exposure will also generally increase as customers desire to lock before the possibility of rising rates.
In order to reduce these risks, we use other derivative financial instruments, principally cash forward placement
contracts on mortgage-backed securities and whole loan investor commitments, to economically hedge the interest rate lock
commitment. We generally enter into one of the aforementioned derivative financial instruments upon accepting interest rate
lock commitments. Changes in the fair value of interest rate lock commitments and the other derivative financial instruments
are recognized in Financial Services revenues. We do not use any derivative financial instruments for trading purposes.
At December 31, 2015 and 2014, residential mortgage loans available-for-sale had an aggregate fair value of $442.7
million and $339.5 million, respectively. At December 31, 2015 and 2014, we had aggregate interest rate lock commitments of
$208.2 million and $146.1 million, respectively, which were originated at interest rates prevailing at the date of commitment.
Unexpired forward contracts totaled $525.0 million and $371.0 million at December 31, 2015 and 2014, respectively, and
40
whole loan investor commitments totaled $77.6 million and $63.5 million, respectively, at such dates. Hypothetical changes in
the fair values of our financial instruments arising from immediate parallel shifts in long-term mortgage rates would not be
material to our financial results due to the offsetting nature in the movements in fair value of our financial instruments.
SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS
As a cautionary note, except for the historical information contained herein, certain matters discussed in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 7a, Quantitative and
Qualitative Disclosures About Market Risk, are “forward-looking” statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to a number of risks, uncertainties and other
factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or
intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements
by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts,
estimates or other expectations regarding future events. Generally, the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “may,” “can,” “could,” “might,” “will” and similar expressions identify forward-looking statements,
including statements related to expected operating and performing results, planned transactions, planned objectives of
management, future developments or conditions in the industries in which we participate and other trends, developments and
uncertainties that may affect our business in the future.
Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of
mortgage financing; continued volatility in the debt and equity markets; competition within the industries in which we operate;
the availability and cost of land and other raw materials used by us in our homebuilding operations; the impact of any changes
to our strategy in responding to the cyclical nature of the industry, including any changes regarding our land positions; the
availability and cost of insurance covering risks associated with our businesses; shortages and the cost of labor; weather related
slowdowns; slow growth initiatives and/or local building moratoria; governmental regulation directed at or affecting the
housing market, the homebuilding industry or construction activities; uncertainty in the mortgage lending industry, including
revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans; the interpretation
of or changes to tax, labor and environmental laws; economic changes nationally or in our local markets, including inflation,
deflation, changes in consumer confidence and preferences and the state of the market for homes in general; legal or regulatory
proceedings or claims; our ability to generate sufficient cash flow in order to successfully implement our capital allocation
priorities; required accounting changes; terrorist acts and other acts of war; and other factors of national, regional and global
scale, including those of a political, economic, business and competitive nature. See Item 1A – Risk Factors for a further
discussion of these and other risks and uncertainties applicable to our businesses. We undertake no duty to update any forward-
looking statement, whether as a result of new information, future events or changes in our expectations.
41
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PULTEGROUP, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2015 and 2014
($000’s omitted, except per share data)
ASSETS
Cash and equivalents
Restricted cash
House and land inventory
Land held for sale
Residential mortgage loans available-for-sale
Investments in unconsolidated entities
Other assets
Intangible assets
Deferred tax assets, net
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable, including book overdrafts of $60,547 and $32,586
in 2015 and 2014, respectively
Customer deposits
Accrued and other liabilities
Income tax liabilities
Financial Services debt
Term loan
Senior notes
Total liabilities
Shareholders’ equity:
Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued
Common stock, $0.01 par value; 500,000,000 shares authorized, 349,148,351
and 369,458,530 shares issued and outstanding at December 31, 2015 and
2014, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total shareholders’ equity
$
$
$
2015
2014
$
$
$
754,161
21,274
5,450,058
81,492
442,715
41,267
671,099
110,215
1,394,879
8,967,160
327,725
186,141
1,284,273
57,050
267,877
500,000
1,584,769
4,207,835
1,292,862
16,358
4,392,100
101,190
339,531
40,368
543,218
123,115
1,720,668
8,569,410
270,516
142,642
1,343,774
48,722
140,241
—
1,818,561
3,764,456
$
— $
—
3,491
3,093,802
(609)
1,662,641
4,759,325
8,967,160
$
3,695
3,072,996
(690)
1,728,953
4,804,954
8,569,410
$
See Notes to Consolidated Financial Statements.
42
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2015, 2014, and 2013
(000’s omitted, except per share data)
Revenues:
Homebuilding
Home sale revenues
Land sale revenues
Financial Services
Total revenues
Homebuilding Cost of Revenues:
Home sale cost of revenues
Land sale cost of revenues
Financial Services expenses
Selling, general, and administrative expenses
Other expense, net
Income before income taxes
Income tax expense (benefit)
Net income
Net income per share:
Basic
Diluted
Cash dividends declared
Number of shares used in calculation:
Basic
Effect of dilutive securities
Diluted
2015
2014
2013
$
5,792,675
$
5,662,171
$
5,424,309
48,536
5,841,211
140,753
5,981,964
34,554
5,696,725
125,638
5,822,363
4,440,893
4,343,249
35,858
23,748
4,476,751
4,366,997
82,047
589,780
17,363
816,023
321,933
71,057
667,815
26,736
689,758
215,420
494,090
$
474,338
$
114,335
5,538,644
140,951
5,679,595
4,310,528
104,426
4,414,954
92,242
568,500
76,077
527,822
(2,092,294)
2,620,116
1.38
1.36
0.33
$
$
$
1.27
1.26
0.23
$
$
$
6.79
6.72
0.15
356,576
3,217
359,793
370,377
3,725
374,102
383,077
3,789
386,866
$
$
$
$
See Notes to Consolidated Financial Statements.
43
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2015, 2014, and 2013
(000’s omitted)
Net income
Other comprehensive income, net of tax:
Change in value of derivatives
Other comprehensive income
2015
2014
2013
$
494,090
$
474,338
$
2,620,116
81
81
105
105
197
197
Comprehensive income
$
494,171
$
474,443
$
2,620,313
See Notes to Consolidated Financial Statements.
44
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S
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2015, 2014, and 2013
($000’s omitted)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash from operating activities:
Deferred income tax expense (benefit)
Write-down of land and deposits and pre-acquisition costs
Depreciation and amortization
Share-based compensation expense
Loss on debt retirements
Other, net
Increase (decrease) in cash due to:
Restricted cash
Inventories
Residential mortgage loans available-for-sale
Other assets
Accounts payable, accrued and other liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Net change in loans held for investment
Change in restricted cash related to letters of credit
Capital expenditures
Cash used for business acquisition
Other investing activities, net
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from debt issuance
Repayments of debt
Borrowings under revolving credit facility
Repayments under revolving credit facility
Financial Services borrowings (repayments)
Stock option exercises
Share repurchases
Dividends paid
Net cash used in financing activities
Net increase (decrease) in cash and equivalents
Cash and equivalents at beginning of period
Cash and equivalents at end of period
Supplemental Cash Flow Information:
Interest paid (capitalized), net
Income taxes paid (refunded), net
2015
2014
2013
$
494,090
$
474,338
$
2,620,116
311,699
223,769
(2,096,425)
11,467
46,222
24,752
—
5,605
(8,626)
(927,768)
(104,609)
(177,063)
(23,898)
(348,129)
8,664
3,710
(45,440)
—
2,212
(30,854)
500,000
(239,193)
125,000
(125,000)
127,636
10,535
(442,738)
(115,958)
(159,718)
(538,701)
11,168
39,864
29,292
8,584
6,091
1,368
(346,596)
(53,734)
(46,249)
(38,646)
309,249
335
54,989
(48,790)
(82,419)
8,261
(67,624)
9,672
31,587
30,480
26,930
10,294
3,387
265,064
28,448
(38,190)
(10,227)
881,136
(12,265)
(4,152)
(28,899)
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(45,977)
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(479,827)
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15,627
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(75,646)
(529,092)
(287,467)
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19,411
(127,661)
(38,382)
(659,590)
175,569
1,292,862
1,580,329
1,404,760
754,161
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(4,193) $
(5,654) $
(4,561) $
1,030
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(171)
373
$
$
$
See Notes to Consolidated Financial Statements.
46
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting policies
Basis of presentation
PulteGroup, Inc. is one of the largest homebuilders in the U.S., and our common stock trades on the New York
Stock Exchange under the ticker symbol “PHM”. Unless the context otherwise requires, the terms "PulteGroup", the
"Company", "we", "us", and "our" used herein refer to PulteGroup, Inc. and its subsidiaries. While our subsidiaries engage
primarily in the homebuilding business, we also have mortgage banking operations, conducted principally through Pulte
Mortgage LLC (“Pulte Mortgage”), and title operations.
The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles and include the accounts of PulteGroup, Inc. and all of its direct and indirect subsidiaries and variable interest
entities in which PulteGroup, Inc. is deemed to be the primary beneficiary. All significant intercompany accounts,
transactions, and balances have been eliminated in consolidation.
Business acquisitions
We acquired certain real estate assets from Dominion Homes in August 2014 for $82.4 million in cash and the
assumption of certain payables related to such assets. The net assets acquired were located primarily in Columbus, Ohio,
and Louisville, Kentucky, and included approximately 8,200 lots, including approximately 400 homes in inventory and
control of approximately 900 lots through land option contracts. We also assumed a sales order backlog of 622 homes.
The acquired net assets were recorded at their estimated fair values. The acquisition of these assets was not material to our
results of operations or financial condition.
We acquired substantially all of the assets of JW Homes, including the brand John Wieland Homes and
Neighborhoods, in a series of transactions in January 2016 for approximately $430.0 million in cash (of which
approximately $13.0 million is expected to be paid subsequent to January 2016) and the assumption of certain payables
related to such assets. The net assets acquired were located primarily in Atlanta, Charleston, Charlotte, Nashville, and
Raleigh and included approximately 7,000 lots, including approximately 400 homes in inventory and control of
approximately 1,300 lots through land option contracts. We also assumed a sales order backlog of approximately 300
homes. The acquired net assets will be recorded at their estimated fair values. The acquisition of these assets is not
expected to have a material impact on our results of operations or financial condition.
Use of estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation.
Subsequent events
We evaluated subsequent events up until the time the financial statements were filed with the Securities and
Exchange Commission ("SEC").
Cash and equivalents
Cash and equivalents include institutional money market investments and time deposits with a maturity of three
months or less when acquired. Cash and equivalents at December 31, 2015 and 2014 also included $27.5 million and
$5.1 million, respectively, of cash from home closings held in escrow for our benefit, typically for less than five days,
which are considered deposits in-transit.
47
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Restricted cash
We maintain certain cash balances that are restricted as to their use, including customer deposits on home sales that
are temporarily restricted by regulatory requirements until title transfers to the homebuyer.
Investments in unconsolidated entities
We have investments in a number of unconsolidated entities, including joint ventures, with independent third
parties. The equity method of accounting is used for unconsolidated entities over which we have significant influence;
generally this represents ownership interests of at least 20% and not more than 50%. Under the equity method of
accounting, we recognize our proportionate share of the earnings and losses of these entities. Certain of these entities sell
land to us. We defer the recognition of profits from such activities until the time we ultimately sell the related land.
We evaluate our investments in unconsolidated entities for recoverability in accordance with Accounting Standards
Codification (“ASC”) 323, “Investments – Equity Method and Joint Ventures” (“ASC 323”). If we determine that a loss in
the value of the investment is other than temporary, we write down the investment to its estimated fair value. Any such
losses are recorded to equity in (earnings) loss of unconsolidated entities. Due to uncertainties in the estimation process
and the significant volatility in demand for new housing, actual results could differ significantly from such estimates. See
Note 5.
Intangible assets
Intangible assets consist of tradenames acquired in connection with the 2009 acquisition of Centex Corporation
("Centex") and the 2001 acquisition of Del Webb Corporation ("Del Webb"). These intangible assets were valued at the
acquisition date and are being amortized over 20-year lives. The acquired cost and accumulated amortization of our
intangible assets were $259.0 million and $148.8 million, respectively, at December 31, 2015, and $259.0 million and
$135.9 million, respectively, at December 31, 2014. Amortization expense totaled $12.9 million, $13.0 million and $13.1
million in 2015, 2014 and 2013, respectively, and is expected to be $12.9 million in each of the next five years.
The ultimate realization of these assets is dependent upon estimates of future cash flows and benefits that we expect
to generate from their use. If we determine that the carrying values of intangible assets may not be recoverable based upon
the existence of one or more indicators of impairment, we use a projected undiscounted cash flow method to determine if
impairment exists. If the carrying values of the intangible assets exceed the expected undiscounted cash flows, then we
measure impairment as the difference between the fair value of the asset and the recorded carrying value. There were no
impairments of tradenames during 2015, 2014, or 2013.
Property and equipment, net, and depreciation
Property and equipment are recorded at cost. Maintenance and repair costs are expensed as incurred. Depreciation is
computed by the straight-line method based upon estimated useful lives as follows: model home furniture - two years;
office furniture and equipment - three to ten years; and leasehold improvements - life of the lease. Property and equipment
are included in other assets and totaled $86.3 million net of accumulated depreciation of $185.8 million at December 31,
2015 and $75.2 million net of accumulated depreciation of $192.2 million at December 31, 2014. Depreciation expense
totaled $33.3 million, $26.8 million, and $18.5 million in 2015, 2014, and 2013, respectively.
Advertising costs
Advertising costs are expensed to selling, general, and administrative expense as incurred and totaled $45.3 million,
$41.8 million, and $42.4 million, in 2015, 2014, and 2013, respectively.
Employee benefits
We maintain defined contribution retirement plans that cover substantially all of our employees. Company
contributions to the plans totaled $12.6 million, $12.1 million, and $11.0 million in 2015, 2014, and 2013, respectively.
48
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Other expense, net
Other expense, net consists of the following ($000’s omitted):
Write-offs of deposits and pre-acquisition costs (Note 3)
Loss on debt retirements (Note 6)
Lease exit and related costs
Amortization of intangible assets (Note 1)
Equity in (earnings) loss of unconsolidated entities (Note 5)
Interest income
Interest expense
Miscellaneous, net (a)
2015
2014
2013
$
$
5,021
—
2,463
12,900
(7,355)
(3,107)
788
6,653
17,363
$
$
6,099
8,584
9,609
13,033
(8,226)
(4,632)
849
1,420
26,736
$
$
3,122
26,930
2,778
13,100
(993)
(4,395)
712
34,823
76,077
(a) Miscellaneous, net includes a charge of $20.0 million in 2015 resulting from the Applecross matter (see Note 12)
and charges totaling $41.2 million in 2013 resulting from a contractual dispute related to a previously completed
luxury community (see Note 12).
Earnings per share
Basic earnings per share is computed by dividing income available to common shareholders (the “Numerator”) by
the weighted-average number of common shares, adjusted for unvested shares, (the “Denominator”) for the period.
Computing diluted earnings per share is similar to computing basic earnings per share, except that the Denominator is
increased to include the dilutive effects of stock options, unvested restricted shares and restricted share units, and other
potentially dilutive instruments. Any stock options that have an exercise price greater than the average market price of our
common shares are considered to be anti-dilutive and are excluded from the diluted earnings per share calculation. Our
earnings per share excluded 3.9 million, 6.6 million, and 9.6 million potentially dilutive instruments, including stock
options, unvested restricted shares, and unvested restricted share units, in 2015, 2014, and 2013, respectively.
In accordance with ASC 260 "Earnings Per Share" ("ASC 260"), the two-class method determines earnings per
share for each class of common stock and participating securities according to an earnings allocation formula that adjusts
the Numerator for dividends or dividend equivalents and participation rights in undistributed earnings. Unvested share-
based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities
and, therefore, are included in computing earnings per share pursuant to the two-class method. Our outstanding restricted
share awards, restricted share units, and deferred shares are considered participating securities.
49
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents the earnings per common share (000's omitted, except per share data):
Numerator:
Net income
December 31,
2015
December 31,
2014
December 31,
2013
$
494,090
$
474,338
$
2,620,116
Less: earnings distributed to participating securities
(755)
(583)
(407)
Less: undistributed earnings allocated to participating
securities
Numerator for basic earnings per share
Add back: undistributed earnings allocated to participating
securities
Less: undistributed earnings reallocated to participating
securities
Numerator for diluted earnings per share
Denominator:
Basic shares outstanding
Effect of dilutive securities
Diluted shares outstanding
Earnings per share:
Basic
Diluted
Share-based compensation
(2,448)
490,887
$
(2,668)
471,087
$
(19,201)
2,600,508
2,448
2,668
19,201
(2,429)
490,906
$
(2,643)
471,112
$
(18,845)
2,600,864
356,576
3,217
359,793
370,377
3,725
374,102
383,077
3,789
386,866
1.38
1.36
$
$
1.27
1.26
$
$
6.79
6.72
$
$
$
$
We measure compensation cost for restricted shares and restricted share units at fair value on the grant date. Fair
value is determined based on the quoted price of our common shares on the grant date. We recognize compensation
expense for restricted shares and restricted share units, the majority of which cliff vest at the end of three years, ratably
over the vesting period. For share-based awards containing performance conditions, we recognize compensation expense
ratably over the vesting period when it is probable that the stated performance targets will be achieved and record
cumulative adjustments in the period in which estimates change. Compensation expense related to our share-based awards
is included in selling, general, and administrative expense, except for a small portion recognized in Financial Services
expenses. See Note 8.
Income taxes
The provision for income taxes is calculated using the asset and liability method, under which deferred tax assets
and liabilities are recognized by identifying the temporary differences arising from the different treatment of items for tax
and accounting purposes. In assessing the realizability of deferred tax assets, we consider whether it is more likely than
not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
primarily dependent upon the generation of future taxable income. In determining the future tax consequences of events
that have been recognized in the financial statements or tax returns, judgment is required. Differences between the
anticipated and actual outcomes of these future tax consequences could have a material impact on our consolidated results
of operations or financial position.
50
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax
return and the benefits recognized for financial statement purposes. We follow the provisions of ASC 740, “Income
Taxes” (“ASC 740”), which prescribes a minimum recognition threshold a tax position is required to meet before being
recognized in the financial statements. Significant judgment is required to evaluate uncertain tax positions. Our
evaluations of tax positions consider a variety of factors, including changes in facts or circumstances, changes in law,
correspondence with taxing authorities, and effective settlements of audit issues. Changes in the recognition or
measurement of uncertain tax positions could result in material increases or decreases in income tax expense (benefit) in
the period in which the change is made. Interest and penalties related to unrecognized tax benefits are recognized as a
component of income tax expense (benefit). See Note 9.
Homebuilding revenue recognition
Homebuilding revenue and related profit are generally recognized when title to and possession of the property are
transferred to the buyer. In situations where the buyer’s financing is originated by Pulte Mortgage and the buyer has not
made an adequate initial or continuing investment, the profit on such sale is deferred until the sale of the related mortgage
loan to a third-party investor has been completed. If there is a loss on the sale of the property, the loss on such sale is
recognized at the time of closing. The amount of such deferred profits were not material at either December 31, 2015 or
December 31, 2014.
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 house 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 revenues at the time of house closing. This includes the cost
related to optional upgrades and seller-paid financing costs, closing costs, homeowners’ association fees, or merchandise.
Inventory and cost of revenues
Inventory is stated at cost unless the carrying value is determined to not be recoverable, in which case the affected
inventory is written down to fair value. Cost includes land acquisition, land development, and home construction costs,
including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction.
For those communities for which construction and development activities have been idled, applicable interest and real
estate taxes are expensed as incurred. Land acquisition and development costs are allocated to individual lots using an
average lot cost determined based on the total expected land acquisition and development costs and the total expected
home closings for the community. The specific identification method is used to accumulate home construction costs.
We capitalize interest cost into homebuilding inventories. Each layer of capitalized interest is amortized over a
period that approximates the average life of communities under development. Interest expense is allocated over the period
based on the timing of home closings.
Cost of revenues includes the construction cost, average lot cost, estimated warranty costs, and commissions and
closing costs applicable to the home. The construction cost of the home includes amounts paid through the closing date of
the home, plus an accrual for costs incurred but not yet paid. Total community land acquisition and development costs are
based on an analysis of budgeted costs compared with actual costs incurred to date and estimates to complete. The
development cycles for our communities range from under one year to in excess of ten years for certain master planned
communities. Adjustments to estimated total land acquisition and development costs for the community affect the amounts
costed for the community’s remaining lots.
We record valuation adjustments on land inventory when events and circumstances indicate that the related
community may be impaired and when the cash flows estimated to be generated by the community are less than its
carrying amount. Such indicators include gross margins or sales paces significantly below expectations, construction costs
or land development costs significantly in excess of budgeted amounts, significant delays or changes in the planned
development for the community, and other known qualitative factors. Communities that demonstrate potential impairment
indicators are tested for impairment by comparing the expected undiscounted cash flows for the community to its carrying
value. For those communities whose carrying values exceed the expected undiscounted cash flows, we estimate the fair
value of the community. Impairment charges are recorded if the fair value of the community's inventory is less than its
carrying value. We determine the fair value of a community's inventory using a combination of market comparable land
51
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
transactions, where available, and discounted cash flow models. These estimated cash flows are significantly impacted by
estimates related to expected average selling prices, expected sales paces, expected land development and construction
timelines, and anticipated land development, construction, and overhead costs. The assumptions used in the discounted
cash flow models are specific to each community. Our evaluations for impairments are based on our best estimates of the
future cash flows for our communities. Due to uncertainties in the estimation process, the significant volatility in demand
for new housing, the long life cycles of many communities, and potential changes in our strategy related to certain
communities, actual results could differ significantly from such estimates. See Note 3.
Land held for sale
We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic
operating plans or are zoned for commercial or other development. Land held for sale is recorded at the lower of cost or
fair value less costs to sell. In determining the value of land held for sale, we consider recent offers received, prices for
land in recent comparable sales transactions, and other factors. We record net realizable value adjustments for land held
for sale within Homebuilding land sale cost of revenues. See Note 3.
Land option agreements
We enter into land option agreements in order to procure land for the construction of homes in the future. Pursuant
to these land option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land
at different times in the future, usually at predetermined prices. Such contracts enable us to defer acquiring portions of
properties owned by third parties or unconsolidated entities until we have determined whether and when to exercise our
option, which reduces our financial risks associated with long-term land holdings. Option deposits and pre-acquisition
costs (such as environmental testing, surveys, engineering, and entitlement costs) are capitalized if the costs are directly
identifiable with the land under option, the costs would be capitalized if we owned the land, and acquisition of the property
is probable. Such costs are reflected in other assets and are reclassified to inventory upon taking title to the land. We write
off deposits and pre-acquisition costs when it becomes probable that we will not go forward with the project or recover the
capitalized costs. Such decisions take into consideration changes in local market conditions, the timing of required land
purchases, the availability and best use of necessary incremental capital, and other factors. We record any such write-offs
of deposits and pre-acquisition costs within other expense, net. See Note 3.
If an entity holding the land under option is a variable interest entity (“VIE”), our deposit represents a variable
interest in that entity. No VIEs required consolidation at either December 31, 2015 or December 31, 2014 because we
determined that we were not the primary beneficiary. Our maximum exposure to loss related to these VIEs is generally
limited to our deposits and pre-acquisition costs under the applicable land option agreements.
The following provides a summary of our interests in land option agreements ($000’s omitted):
December 31, 2015
December 31, 2014
Deposits and
Pre-
acquisition
Costs
Remaining
Purchase
Price
Deposits and
Pre-
acquisition
Costs
Remaining
Purchase
Price
Land options with VIEs $
Other land options
77,641
84,478
$
162,119
$
$
1,064,506
981,687
2,046,193
$
$
56,039
$
71,241
891,506
999,079
127,280
$ 1,890,585
Start-up costs
Costs and expenses associated with opening new communities are expensed to selling, general, and administrative
expenses as incurred.
52
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Allowance for warranties
Home purchasers are provided with a limited warranty against certain building defects, including a one-year
comprehensive limited warranty and coverage for certain other aspects of the home's construction and operating systems
for periods of up to 10 years. We estimate the costs to be incurred under these warranties and record a liability in the
amount of such costs at the time revenue is recognized for each home closing.
Self-insured risks
We maintain, and require the majority of our subcontractors to maintain, general liability insurance coverage,
including coverage for certain construction defects. We also maintain builders' risk, property, errors and omissions,
workers compensation, and other business insurance coverage. These insurance policies protect us against a portion of the
risk of loss from claims, subject to certain self-insured per occurrence and aggregate retentions, deductibles, and available
policy limits. However, we retain a significant portion of the overall risk for such claims. We reserve for these costs on an
undiscounted basis at the time revenue is recognized for each home closing and evaluate the recorded liabilities based on
actuarial analyses of our historical claims, which include estimates of claims incurred but not yet reported. Adjustments to
estimated reserves are recorded in the period in which the change in estimate occurs. In certain instances, we have the
ability to recover a portion of our costs under various insurance policies or from our subcontractors or other third parties.
Estimates of such amounts are recorded when recovery is considered probable. See Note 12.
Residential mortgage loans available-for-sale
Substantially all of the loans originated by us and their related servicing rights are sold in the secondary mortgage
market within a short period of time after origination, generally within 30 days. In accordance with ASC 825, “Financial
Instruments” (“ASC 825”), we use the fair value option to record residential mortgage loans available-for-sale. Election of
the fair value option for these loans allows a better offset of the changes in fair values of the loans and the derivative
instruments used to economically hedge them without having to apply complex hedge accounting provisions. We do not
designate any derivative instruments as hedges or apply the hedge accounting provisions of ASC 815, “Derivatives and
Hedging.” See Note 12 for discussion of the risks retained related to mortgage loan originations.
Expected gains and losses from the sale of residential mortgage loans and their related servicing rights are included
in the measurement of written loan commitments that are accounted for at fair value through Financial Services revenues at
the time of commitment. Subsequent changes in the fair value of these loans are reflected in Financial Services revenues
as they occur. At December 31, 2015 and 2014, residential mortgage loans available-for-sale had an aggregate fair value
of $442.7 million and $339.5 million, respectively, and an aggregate outstanding principal balance of $429.6 million and
$327.4 million, respectively. The net gain (loss) resulting from changes in fair value of these loans totaled $(0.3) million
and $1.7 million for the years ended December 31, 2015 and 2014, respectively. These changes in fair value were
substantially offset by changes in fair value of the corresponding hedging instruments. Net gains from the sale of
mortgages during 2015, 2014, and 2013 were $80.8 million, $67.2 million, and $80.3 million, respectively, and have been
included in Financial Services revenues.
Mortgage servicing rights
We sell the servicing rights for the loans we originate through fixed price servicing sales contracts to reduce the
risks and costs inherent in servicing loans. This strategy results in owning the servicing rights for only a short period of
time. We recognize the fair value of our rights to service a mortgage loan as revenue at the time of entering into an interest
rate lock commitment with a borrower. Due to the short period of time the servicing rights are held, we do not amortize
the servicing asset. The servicing sales contracts provide for the reimbursement of payments made by the purchaser if
loans prepay within specified periods of time, generally within 90 to 120 days after sale. We establish reserves for this
liability at the time the sale is recorded. Such reserves were immaterial at December 31, 2015 and 2014 and are included
in accrued and other liabilities.
Loans held for investment
We maintain a portfolio of loans that either have been repurchased from investors or were not saleable upon closing.
We have the intent and ability to hold these loans for the foreseeable future or until maturity or payoff. These loans are
53
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
reviewed annually for impairment, or when recoverability becomes doubtful. Loans held for investment are included in
other assets and totaled $7.6 million and $12.5 million at December 31, 2015 and 2014, respectively.
Interest income on mortgage loans
Interest income on mortgage loans is recorded in Financial Services revenues, accrued from the date a mortgage
loan is originated until the loan is sold, and totaled $6.9 million, $7.2 million, and $7.5 million in 2015, 2014, and 2013,
respectively. Loans are placed on non-accrual status once they become greater than 90 days past due their contractual
terms. Subsequent payments received are applied according to the contractual terms of the loan. Mortgage discounts are
not amortized as interest income due to the short period the loans are held until sale to third party investors.
Mortgage servicing, origination, and commitment fees
Mortgage servicing fees represent fees earned for servicing loans for various investors. Servicing fees are based on
a contractual percentage of the outstanding principal balance, or a contracted set fee in the case of certain sub-servicing
arrangements, and are credited to income when related mortgage payments are received or the sub-servicing fees are
earned. Loan origination costs related to residential mortgage loans available-for-sale are recognized as incurred in
Financial Services expenses while the associated mortgage origination fees are recognized in Financial Services revenues
as earned, generally upon loan closing.
Title services
Revenues associated with our title operations are recognized within Financial Services revenues as closing services
are rendered and title insurance policies are issued, both of which generally occur as each home is closed.
Derivative instruments and hedging activities
We are exposed to market risks from commitments to lend, movements in interest rates, and canceled or modified
commitments to lend. A commitment to lend at a specific interest rate (an interest rate lock commitment) is a derivative
financial instrument (interest rate is locked to the borrower). At December 31, 2015 and 2014, we had aggregate interest
rate lock commitments of $208.2 million and $146.1 million, respectively, which were originated at interest rates
prevailing at the date of commitment. Since we can terminate a loan commitment if the borrower does not comply with
the terms of the contract, and some loan commitments may expire without being drawn upon, these commitments do not
necessarily represent future cash requirements. We evaluate the creditworthiness of these transactions through our normal
credit policies.
In order to reduce risks associated with our loan origination activities, we use other derivative financial instruments,
principally cash forward placement contracts on mortgage-backed securities and whole loan investor commitments, to
economically hedge the interest rate lock commitment. We enter into these derivative financial instruments based upon our
portfolio of interest rate lock commitments and closed loans. We do not enter into any derivative financial instruments for
trading purposes.
Forward contracts on mortgage-backed securities are commitments to either purchase or sell a specified financial
instrument at a specified future date for a specified price that may be settled in cash, by offsetting the position, or through
the delivery of the financial instrument. Forward contracts on mortgage-backed securities are the predominant derivative
financial instruments we use to minimize market risk during the period from the time we extend an interest rate lock to a
loan applicant until the time the loan is sold to an investor. We also use whole loan investor commitments, which are
obligations of the investor to buy loans at a specified price within a specified time period. At December 31, 2015 and
2014, we had unexpired forward contracts of $525.0 million and $371.0 million, respectively, and whole loan investor
commitments of $77.6 million and $63.5 million, respectively. Changes in the fair value of interest rate lock commitments
and other derivative financial instruments are recognized in Financial Services revenues, and the fair values are reflected in
other assets or other liabilities, as applicable.
There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is
considered minimal. Gains and losses on interest rate lock commitments are substantially offset by corresponding gains or
losses on forward contracts on mortgage-backed securities and whole loan investor commitments. We are generally not
exposed to variability in cash flows of derivative instruments for more than approximately 75 days.
54
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The fair values of derivative instruments and their location in the Consolidated Balance Sheets are summarized
below ($000’s omitted):
Interest rate lock commitments
Forward contracts
Whole loan commitments
New accounting pronouncements
December 31, 2015
December 31, 2014
Other Assets
Other Liabilities
Other Assets
Other Liabilities
$
$
5,854
$
1,178
358
280
840
345
$
4,313
$
79
31
7,390
$
1,465
$
4,423
$
65
3,653
619
4,337
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with
Customers" ("ASU 2014-09"). The standard is a comprehensive new revenue recognition model that requires revenue to
be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the
consideration expected to be received in exchange for those goods or services. In August 2015, the FASB issued ASU
2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date", which delayed the
effective date by one year. As a result, the standard is effective for us for annual and interim periods beginning January 1,
2018 and allows for full retrospective or modified retrospective methods of adoption. We are currently evaluating the
impact that the standard will have on our financial statements.
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties About an
Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each
annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s
ability to continue as a going concern and provide related disclosures. ASU 2014-15 is effective for annual and interim
reporting periods beginning January 1, 2017 and is not expected to have a material impact on our financial statements.
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” ("ASU
2015-03"), which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying
value of the associated debt, consistent with the presentation of a debt discount. The guidance is effective for us beginning
January 1, 2016. We currently present deferred financing costs within Other assets. Accordingly, the adoption of the new
guidance will result in the reclassification of debt issuance costs as an offset to the related debt on the balance sheet, which
we do not expect to be material to our financial statements.
2. Corporate office relocation
In May 2013, we announced our plan to relocate our corporate offices to Atlanta, Georgia, from the previous
location in Bloomfield Hills, Michigan. The relocation of operations is occurring in phases over time and is expected to be
substantially complete in 2016. We recorded employee severance, retention, relocation, and related expenses of $2.0
million, $7.6 million, and $15.0 million in 2015, 2014, and 2013, respectively. We also recorded lease exit and asset
impairment expenses totaling $2.3 million, $8.7 million, and $0.4 million in 2015, 2014, and 2013, respectively.
Severance, retention, relocation, and related expenses are recorded within selling, general, and administrative expense,
while lease exit and asset impairment expenses are included in other expense, net. We expect the remaining expenses to
total less than $10.0 million.
55
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. Inventory and land held for sale
Major components of inventory at December 31, 2015 and 2014 were ($000’s omitted):
Homes under construction
Land under development
Raw land
2015
2014
$
1,408,260
$
1,084,137
3,259,066
782,732
2,545,049
762,914
$
5,450,058
$
4,392,100
In all periods presented, we capitalized all Homebuilding interest costs into inventory because the level of our active
inventory exceeded our debt levels. Activity related to interest capitalized into inventory is as follows ($000’s omitted):
Interest in inventory, beginning of period
Interest capitalized
Interest expensed
Interest in inventory, end of period
Years Ended December 31,
2014
2013
2015
$
$
167,638
$
230,922
$
331,880
120,001
(138,141)
149,498
$
131,444
(194,728)
167,638
$
154,107
(255,065)
230,922
Land-related charges
We recorded the following land-related charges ($000's omitted):
Land impairments
Net realizable value adjustments
("NRV") - land held for sale
Write-offs of deposits and pre-
acquisition costs
Total land-related charges
$
$
2015
2014
2013
7,347
$
(901)
5,021
$
3,911
1,158
6,099
2,944
3,606
3,122
11,467
$
11,168
$
9,672
Land held for sale
Land held for sale at December 31, 2015 and 2014 was as follows ($000’s omitted):
Land held for sale, gross
Net realizable value reserves
Land held for sale, net
2015
2014
$
$
86,913
(5,421)
81,492
$
$
108,725
(7,535)
101,190
56
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. Segment information
Our Homebuilding operations are engaged in the acquisition and development of land primarily for residential
purposes within the U.S. and the construction of housing on such land. Home sale revenues for detached and attached
homes were $5.0 billion and $841.5 million in 2015, $4.8 billion and $885.8 million in 2014, and $4.5 billion and
$939.0 million in 2013, respectively. For reporting purposes, our Homebuilding operations are aggregated into six
reportable segments. For 2015, we realigned our organizational structure and reportable segment presentation.
Accordingly, the segment information provided in this note has been reclassified to conform to the current presentation for
all periods presented.
Northeast:
Southeast:
Florida:
Midwest:
Texas:
West:
Connecticut, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, Rhode Island, Virginia
Georgia, North Carolina, South Carolina, Tennessee
Florida
Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
Texas
Arizona, California, Nevada, New Mexico, Washington
We also have a reportable segment for our Financial Services operations, which consist principally of mortgage
banking and title operations. The Financial Services segment operates generally in the same markets as the Homebuilding
segments. Evaluation of segment performance is generally based on income before income taxes. Each reportable
segment generally follows the same accounting policies described in Note 1.
57
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Operating Data by Segment ($000’s omitted)
Years Ended December 31,
2014
2013
2015
Revenues:
Northeast
Southeast
Florida
Midwest
Texas
West
Financial Services
Consolidated revenues
Income before income taxes:
Northeast (a)
Southeast
Florida
Midwest
Texas
West
Other homebuilding (b)
Financial Services (c)
$
682,112
$
710,859
$
1,058,089
1,019,733
1,020,691
845,772
1,214,814
5,841,211
140,753
949,635
917,956
872,241
859,165
1,386,869
5,696,725
125,638
819,709
842,921
802,665
791,537
835,473
1,446,339
5,538,644
140,951
$
5,981,964
$
5,822,363
$
5,679,595
$
82,616
$
103,865
$
172,330
196,525
91,745
121,329
169,394
(76,622)
757,317
58,706
156,513
190,441
78,863
133,005
254,724
(282,234)
635,177
54,581
110,246
121,055
139,673
84,551
111,431
258,960
(346,803)
479,113
48,709
Consolidated income before income taxes
$
816,023
$
689,758
$
527,822
(a) Northeast includes a charge of $20.0 million in 2015 resulting from the Applecross matter (see Note 12).
(b) Other homebuilding includes the amortization of intangible assets, amortization of capitalized interest, and other
items not allocated to the operating segments, in addition to: losses on debt retirements of $8.6 million and $26.9
million in 2014 and 2013, respectively (see Note 6); adjustments to general liability insurance reserves relating to a
reversal of $62.2 million in 2015 and a charge of $69.3 million in 2014 (see Note 12); costs associated with the
relocation of our corporate headquarters totaling $4.4 million, $16.3 million, and $15.4 million in 2015, 2014, and
2013, respectively (see Note 2); and charges of $41.2 million in 2013 resulting from a contractual dispute related to
a previously completed luxury community (see Note 12).
(c)
Financial Services included reductions in loan origination liabilities totaling $11.8 million and $18.6 million in
2015 and 2014, respectively.
58
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Operating Data by Segment ($000's omitted)
Years Ended December 31,
2014
2013
2015
Land-related charges*:
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding
$
3,301
$
2,824
$
3,022
4,555
2,319
295
(2,615)
590
1,826
487
2,347
321
1,696
1,667
$
11,467
$
11,168
$
557
998
1,076
1,883
191
2,023
2,944
9,672
*
Land-related charges include land impairments, net realizable value adjustments for land held for sale, and write-
offs of deposits and pre-acquisition costs for land option contracts we elected not to pursue. Other homebuilding
consists primarily of write-offs of capitalized interest related to such land-related charges. See Note 1 for additional
discussion of these charges.
Operating Data by Segment ($000's omitted)
Years Ended December 31,
2014
2013
2015
Depreciation and amortization:
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding (a)
Financial Services
$
$
1,682
3,492
3,536
5,019
2,928
5,995
20,254
42,906
3,316
46,222
$
$
1,852
2,666
2,150
3,153
1,698
5,263
19,548
36,330
3,534
39,864
$
$
1,987
1,647
1,334
1,644
1,784
3,590
16,248
28,234
3,353
31,587
(a) Other homebuilding includes amortization of intangible assets.
Operating Data by Segment ($000's omitted)
Years Ended December 31,
2014
2013
2015
Equity in (earnings) loss of unconsolidated entities:
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding
Financial Services
$
$
$
2
—
2
(337)
—
(5,107)
(1,915)
(7,355)
—
(7,355) $
(4,733) $
—
(7)
(481)
—
(2,422)
(583)
(8,226)
(182)
(8,408) $
(58)
—
(4)
151
—
(1,437)
355
(993)
(137)
(1,130)
59
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding (a)
Financial Services
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding (a)
Financial Services
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding (a)
Financial Services
Operating Data by Segment
($000's omitted)
December 31, 2015
Homes Under
Construction
Land Under
Development
Raw Land
Total
Inventory
Total
Assets
$
163,173
$
292,631
$
121,522
$
577,326
$
196,456
227,910
197,738
191,424
413,208
18,351
1,408,260
—
367,577
574,092
414,386
317,702
1,094,112
198,566
3,259,066
—
139,246
97,185
68,918
107,737
222,920
25,204
782,732
—
703,279
899,187
681,042
616,863
1,730,240
242,121
5,450,058
—
688,610
765,933
1,013,543
734,834
691,342
1,924,958
2,638,951
8,458,171
508,989
$
1,408,260
$
3,259,066
$
782,732
$
5,450,058
$
8,967,160
Homes Under
Construction
Land Under
Development
Raw Land
Total
Inventory
Total
Assets
December 31, 2014
$
184,974
$
266,229
$
106,077
$
557,280
$
147,506
150,743
176,966
134,873
270,060
19,015
304,762
350,016
326,549
250,102
850,629
196,762
1,084,137
2,545,049
—
—
117,981
112,225
70,266
91,765
230,199
34,401
762,914
—
570,249
612,984
573,781
476,740
1,350,888
250,178
4,392,100
—
659,224
605,067
717,531
624,815
528,392
1,485,685
3,527,731
8,148,445
420,965
$
1,084,137
$
2,545,049
$
762,914
$
4,392,100
$
8,569,410
Homes Under
Construction
Land Under
Development
Raw Land
Total
Inventory
Total
Assets
December 31, 2013
$
212,611
$
325,241
$
106,681
$
644,533
$
139,484
140,366
109,251
130,398
277,636
32,401
274,981
295,631
184,172
223,979
678,231
207,152
1,042,147
—
1,042,147
$
2,189,387
—
2,189,387
$
$
146,617
104,766
23,092
57,480
257,512
50,879
747,027
—
747,027
$
561,082
540,763
316,515
411,857
1,213,379
290,432
3,978,561
—
3,978,561
$
731,259
599,271
618,449
346,851
466,198
1,309,850
4,334,591
8,406,469
327,674
8,734,143
(a) Other homebuilding primarily includes cash and equivalents, capitalized interest, intangibles, deferred tax assets,
and other corporate items that are not allocated to the operating segments.
60
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. Investments in unconsolidated entities
We participate in a number of joint ventures with independent third parties. These joint ventures generally purchase,
develop, and sell land, including selling land to us for use in our homebuilding operations. A summary of our joint
ventures is presented below ($000’s omitted):
Investments in joint ventures with debt non-recourse to PulteGroup
Investments in other active joint ventures
Total investments in unconsolidated entities
Total joint venture debt
PulteGroup proportionate share of joint venture debt:
Joint venture debt with limited recourse guaranties
Joint venture debt non-recourse to PulteGroup
PulteGroup's total proportionate share of joint venture debt
December 31,
2015
2014
$
$
$
$
$
23,236
18,031
41,267
16,369
226
6,744
6,970
$
$
$
$
$
26,488
13,880
40,368
25,849
283
11,341
11,624
In 2015, 2014, and 2013, we recognized income from unconsolidated joint ventures of $7.4 million, $8.4 million,
and $1.1 million, respectively (of which $0.2 million and $0.1 million for 2014 and 2013, respectively, related to Financial
Services). We received distributions from our unconsolidated joint ventures of $6.0 million, $13.1 million, and
$3.1 million, in 2015, 2014, and 2013, respectively, and made no significant capital contributions during such periods.
The timing of cash flows related to a joint venture and any related financing agreements varies by agreement. If
additional capital contributions are required and approved by the joint venture, we would need to contribute our pro rata
portion of those capital needs in order to not dilute our ownership in the joint ventures. While future capital contributions
may be required, we believe the total amount of such contributions will be limited. Our maximum financial exposure
related to joint ventures is unlikely to exceed the combined investment and limited recourse guaranty totals.
6. Debt
Our senior notes are summarized as follows ($000’s omitted):
5.25% unsecured senior notes due June 2015 (a)
6.50% unsecured senior notes due May 2016 (a)
7.625% unsecured senior notes due October 2017 (b)
7.875% unsecured senior notes due June 2032 (a)
6.375% unsecured senior notes due May 2033 (a)
6.00% unsecured senior notes due February 2035 (a)
Total senior notes – carrying value (c)
Estimated fair value
December 31,
2015
2014
$
— $
464,436
122,841
299,283
398,714
299,495
236,452
462,009
122,752
299,239
398,640
299,469
$
$
1,584,769
1,643,651
$
$
1,818,561
1,952,774
(a)
Redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries.
(b) Not redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries.
(c)
The recorded carrying value reflects the impact of various discounts and premiums that are amortized to interest
cost over the respective terms of the senior notes.
61
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The indentures governing the senior notes impose certain restrictions on the incurrence of additional debt along with
other limitations. At December 31, 2015, we were in compliance with all of the covenants and requirements under the
senior notes. Our senior note principal maturities are as follows: 2016 - $465.2 million; 2017 - $123.0 million; 2018
through 2020 - $0.0 million; and thereafter - $1.0 billion. Refer to Note 13 for supplemental consolidating financial
information of the Company.
Debt retirement
We retired outstanding senior notes totaling $238.0 million, $245.7 million, and $461.4 million during 2015, 2014,
and 2013, respectively. The 2014 and 2013 retirements occurred prior to the stated maturity dates and resulted in losses
totaling $8.6 million and $26.9 million in 2014 and 2013, respectively. Losses on debt repurchase transactions include the
write-off of unamortized discounts, premiums, and transaction fees related to the repurchased debt and are reflected in
other expense (income), net.
Revolving credit facility
In July 2014, we entered into a senior unsecured revolving credit facility (the “Revolving Credit Facility”) maturing
in July 2017. The Revolving Credit Facility provides for maximum borrowings of $500.0 million and contains an
uncommitted accordion feature that could increase the size of the Revolving Credit Facility to $1.0 billion, subject to
certain conditions and availability of additional bank commitments. The Revolving Credit Facility also provides for the
issuance of letters of credit that reduce available borrowing capacity under the Revolving Credit Facility and may total no
more than the greater of: (i) 50% of the size of the facility or (ii) $300.0 million in the aggregate. The interest rate on
borrowings under the Revolving Credit Facility may be based on either the London Interbank Offered Rate or Base Rate
plus an applicable margin, as defined. At December 31, 2015, we had no borrowings outstanding and $191.3 million of
letters of credit issued under the Revolving Credit Facility.
The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net
Worth, a minimum Interest Coverage Ratio, and a maximum Debt-to-Capitalization Ratio (as each term is defined in the
Revolving Credit Facility). As of December 31, 2015, we were in compliance with all covenants. Outstanding balances
under the Revolving Credit Facility are guaranteed by certain of our wholly-owned subsidiaries. Our available and unused
borrowings under the Revolving Credit Facility, net of outstanding letters of credit, amounted to $308.7 million and $291.6
million as of December 31, 2015 and 2014, respectively.
Term loan
On September 30, 2015, we entered into a senior unsecured $500.0 million term loan agreement (the “Term Loan”)
with an initial maturity date of January 3, 2017, which can be extended at our option up to 12 months. The interest rate on
the Term Loan may be based on either LIBOR or a base rate plus an applicable margin, as defined, and was 1.5% at
December 31, 2015. Borrowings are interest only with the principal being due at the maturity date and are guaranteed by
certain of our wholly-owned subsidiaries. The Term Loan contains customary affirmative and negative covenants for loans
of this type, including the same financial covenants as under the Revolving Credit Facility. As of December 31, 2015, we
were in compliance with all covenants.
Limited recourse notes payable
Certain of our local homebuilding operations maintain limited recourse collateralized notes payable with third parties
that totaled $35.3 million and $22.3 million at December 31, 2015 and 2014, respectively. These notes have maturities
ranging up to six years, are collateralized by the applicable land positions to which they relate, have no recourse to any
other assets, and are classified within accrued and other liabilities. The stated interest rates on these notes range up to
5.00%.
62
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Pulte Mortgage
Pulte Mortgage maintains a master repurchase agreement (the “Repurchase Agreement”) with third party lenders. In
September 2015, Pulte Mortgage entered into an amendment to the Repurchase Agreement that extended the effective date
to September 2016. The Repurchase Agreement was subsequently amended in December 2015 to increase the borrowing
capacity to $310.0 million. The capacity decreased to $175.0 million on January 19, 2016, and increases to $200.0 million
on July 29, 2016. The purpose for the changes in capacity during the term of the agreement is to lower associated fees
during seasonally lower volume periods of mortgage origination activity. Borrowings under the Repurchase Agreement are
secured by residential mortgage loans available-for-sale. The Repurchase Agreement contains various affirmative and
negative covenants applicable to Pulte Mortgage, including quantitative thresholds related to net worth, net income, and
liquidity. Pulte Mortgage had $267.9 million and $140.2 million outstanding under the Repurchase Agreement at
December 31, 2015, and 2014, respectively, and was in compliance with its covenants and requirements as of such dates.
The following is aggregate borrowing information for our mortgage operations ($000’s omitted):
Available credit lines
Unused credit lines
December 31,
2015
$
$
310,000
42,123
$
$
2014
150,000
9,759
Weighted-average interest rate
2.65%
2.70%
7. Shareholders’ equity
We reinstated our quarterly cash dividend in July 2013 and subsequently raised the quarterly dividend in both 2014
and 2015. Our declared quarterly cash dividends totaled $117.9 million, $86.4 million, and $57.5 million in 2015, 2014,
and 2013, respectively. Under the share repurchase program authorized by our Board of Directors, we repurchased 21.2
million, 12.9 million, and $7.2 million shares in 2015, 2014, and 2013, respectively, for a total of $433.7 million, $245.8
million, and $118.1 million in 2015, 2014, and 2013, respectively. At December 31, 2015, we had remaining authorization
to repurchase $604.8 million of common shares.
Under our stock-based compensation plans, we accept shares as payment under certain conditions related to stock
option exercises and vesting of restricted stock, generally related to the payment of minimum tax obligations. During
2015, 2014, and 2013, employees surrendered shares valued at $9.0 million, $7.2 million, and $9.6 million, respectively,
under these plans. Such share transactions are excluded from the above noted share repurchase authorization.
63
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Stock compensation plans
We maintain a stock award plan for both employees and non-employee directors. The plan provides for the grant of
a variety of equity awards, including options (generally non-qualified options), restricted shares, performance shares, and
restricted share units ("RSUs") to key employees (as determined by the Compensation and Management Development
Committee of the Board of Directors) for periods not to exceed ten years. Non-employee directors are entitled to an annual
distribution of stock options, common shares, or RSUs. All options granted to non-employee directors vest immediately
and are exercisable for ten years from the grant date. Options granted to employees generally vest incrementally over four
years and are generally exercisable for ten years from the vest date. Restricted shares and RSUs generally cliff vest after
three years. Restricted share holders have voting rights during the vesting period and both restricted share and RSU
holders receive cash dividends during the vesting period. Performance shares vest upon attainment of the stated
performance targets and minimum service requirements and are converted into common shares upon distribution. RSUs
represent the right to receive an equal number of common shares and are converted into common shares upon distribution.
As of December 31, 2015, there were 25.1 million shares that remained available for grant under the plan.
Our stock compensation expense for the three years ended December 31, 2015, is presented below ($000's omitted):
Stock options
Restricted shares (including RSUs and
performance shares)
Long-term incentive plans
2015
2014
2013
$
37
$
121
$
1,056
16,852
13,690
13,418
7,863
15,481
16,006
$
24,752
$
29,292
$
30,480
Stock options
A summary of stock option activity for the three years ended December 31, 2015, is presented below (000’s omitted
except per share data):
2015
2014
2013
Weighted-
Average
Per Share
Exercise
Price
Shares
Weighted-
Average
Per Share
Exercise
Price
Shares
Weighted-
Average
Per Share
Exercise
Price
Shares
9,370
$
—
(904)
(2,426)
6,040
6,040
$
$
23
—
12
37
19
19
12,887
$
—
(1,422)
(2,095)
9,370
9,265
$
$
23
—
11
29
23
23
17,148
$
—
(1,432)
(2,829)
12,887
12,402
$
$
22
—
14
25
23
23
$
—
$
—
$
—
Outstanding, beginning of year
Granted
Exercised
Forfeited
Outstanding, end of year
Options exercisable at year end
Weighted-average per share fair value of
options granted during the year
64
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes information about the weighted-average remaining contractual lives of stock
options outstanding and exercisable at December 31, 2015:
Options Outstanding
Weighted-
Average
Remaining
Contract Life
(in years)
Number
Outstanding
(000's omitted)
Options Exercisable
Weighted-
Average
Per Share
Exercise Price
Number
Exercisable
(000's omitted)
Weighted-
Average Per
Share
Exercise Price
326
3,697
152
1,865
6,040
4.8
3.5
1.0
1.0
2.7
$
$
8
12
28
34
19
326
$
3,697
152
1,865
6,040
$
8
12
28
34
19
$0.01 to $10.00
$10.01 to $20.00
$20.01 to $30.00
$30.01 to $40.00
We did not issue any stock options during 2015, 2014, or 2013. As a result, there is no unrecognized compensation
cost related to stock option awards at December 31, 2015. The intrinsic value of a stock option is the amount by which the
market value of the underlying stock exceeds the exercise price of the option. The aggregate intrinsic value of stock
options that were exercised during 2015, 2014, and 2013 was $9.4 million, $14.1 million, and $10.8 million, respectively.
As of December 31, 2015, options outstanding had an intrinsic value of $25.3 million, of which $25.3 million related to
options exercisable.
Restricted shares (including RSUs and performance shares)
A summary of restricted share activity, including RSUs and performance shares, for the three years ended
December 31, 2015, is presented below (000’s omitted, except per share data):
2015
2014
2013
Weighted-
Average
Per Share
Grant Date
Fair Value
Shares
Weighted-
Average
Per Share
Grant Date
Fair Value
Weighted-
Average
Per Share
Grant Date
Fair Value
Shares
Shares
2,890
932
$
$
(1,090) $
(156) $
2,576
89
$
$
15
22
10
19
18
14
3,211
$
974
$
(1,019) $
(276) $
$
2,890
75
$
11
19
10
15
15
13
3,822
$
$
806
(1,391) $
(26) $
$
3,211
60
$
9
21
11
15
11
12
Outstanding, beginning of
year
Granted
Distributed
Forfeited
Outstanding, end of year
Vested, end of year
During 2015, 2014, and 2013, the total fair value of shares vested during the year was $10.2 million, $8.1 million,
and $12.7 million, respectively. Unamortized compensation cost related to restricted share awards was $16.0 million at
December 31, 2015. These costs will be expensed over a weighted-average period of approximately 2 years. Additionally,
there were 88,727 RSUs outstanding at December 31, 2015, that had vested but had not yet been paid out because the
payout date had been deferred by the holder.
Long-term incentive plans
We maintain a long-term incentive plan for certain of our field employees that provides awards based on the
achievement of stated performance targets over a three-year period. Awards are earned each year in the form of share units
that are paid out in cash at the end of the performance period based upon the number of share units earned times the share
price at the end of the performance period. Accordingly, the liability associated with the awards is adjusted each reporting
period based on movements in the share price and totaled $2.7 million and $9.5 million at December 31, 2015 and 2014,
respectively.
65
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
We also maintain a long-term performance award plan for senior management that provides awards based on the
achievement of stated performance targets over a three-year period. Awards are earned based on our cumulative
performance over the performance period and are stated in dollars but settled in common shares based on the stock price at
the end of the performance period. If the share price falls below a floor of $5.00 per share at the end of the performance
period or we do not have a sufficient number of shares available under our stock incentive plans at the time of settlement,
then a portion of each award will be paid in cash. We recognize expense for these awards based on the probability of
achievement of the stated performance targets. The liability for these awards totaled $20.5 million and $26.2 million at
December 31, 2015 and 2014, respectively.
9. Income taxes
Components of current and deferred income tax expense (benefit) are as follows ($000’s omitted):
Current expense (benefit)
Federal
State and other
Deferred expense (benefit)
Federal
State and other
Income tax expense (benefit)
2015
2014
2013
$
$
$
$
$
8,760
1,474
10,234
277,895
33,804
311,699
321,933
$
$
$
$
$
$
5,619
(13,968)
(8,349) $
5,725
(1,596)
4,129
232,969
(9,200)
223,769
215,420
$
$
$
(1,833,580)
(262,843)
(2,096,423)
(2,092,294)
The following table reconciles the statutory federal income tax rate to the effective income tax rate:
Income taxes at federal statutory rate
State and local income taxes, net of federal tax
Deferred tax asset valuation allowance
Tax contingencies
Other
Effective rate
2015
2014
2013
35.0%
35.0%
35.0 %
2.8
0.4
0.1
1.2
3.0
(6.6)
(1.4)
1.2
4.0
(438.0)
0.3
2.3
39.5%
31.2%
(396.4)%
Our effective tax rate was 39.5%, 31.2% and (396.4)% for 2015, 2014, and 2013 respectively. The 2015 effective
tax rate exceeds the federal statutory rate, primarily due to state taxes including changes in valuation allowance on state
deferred tax assets and revaluation of deferred tax assets due to state law changes and business operations. The 2014
effective tax rate is less than the federal statutory rate primarily due to reversal of a portion of our valuation allowance
related to certain state deferred tax assets, along with the favorable resolution of certain federal and state income tax
matters. The 2013 effective tax rate differed from the federal statutory rate primarily due to the reversal of substantially all
of the valuation allowance related to our federal and certain state deferred tax assets.
66
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Deferred tax assets and liabilities reflect temporary differences arising from the different treatment of items for tax
and accounting purposes. Components of our net deferred tax asset are as follows ($000’s omitted):
Deferred tax assets:
Accrued insurance
Non-deductible reserves and other
Inventory valuation reserves
Net operating loss ("NOL") carryforwards:
Federal
State
Alternative minimum tax credit carryforwards
Energy and other credit carryforwards
Deferred tax liabilities:
Capitalized items, including real estate basis differences,
deducted for tax, net
Trademarks and tradenames
Valuation allowance
Net deferred tax asset
At December 31,
2015
2014
$
237,836
$
155,488
476,673
367,302
274,686
44,161
28,669
254,031
191,097
599,763
515,568
257,738
34,812
27,858
1,584,815
1,880,867
(39,220)
(41,664)
(80,884)
(109,052)
1,394,879
$
(31,584)
(46,362)
(77,946)
(82,253)
1,720,668
$
Our gross federal NOL carryforward is approximately $1.0 billion and expires between 2028 and 2032. We also
have significant state NOLs in various jurisdictions which may generally be carried forward from 5 to 20 years, depending
on the jurisdiction. The state NOL carryforwards expire at various dates as follows: of the total state DTA, $32.2 million
from 2016 to 2020, $46.1 million from 2021 to 2025, and $196.4 million from 2026 to 2035. In addition, we have federal
energy credit carryforwards expiring in 2026 to 2034 and alternative minimum tax credits that can be carried forward
indefinitely.
We evaluate our deferred tax assets each period to determine if a valuation allowance is required based on whether it
is "more likely than not" that some portion of the deferred tax assets would not be realized. The ultimate realization of
these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods. We conduct
our evaluation by considering all available positive and negative evidence. This evaluation considers, among other factors,
historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks
for the U.S. housing industry and broader economy.
As a result of the merger with Centex in 2009, our ability to use certain of Centex’s pre-ownership change NOL
carryforwards and built-in losses or deductions is limited by Section 382 of the Internal Revenue Code. We do not believe
that the Section 382 limitation will prevent the Company from using Centex’s pre-ownership change federal NOL
carryforwards and built-in losses. We do believe that certain of our state NOL carryforwards will be limited due to Section
382.
The accounting for deferred taxes is based upon estimates of future results. Differences between estimated and
actual results could result in changes in the valuation of our deferred tax assets that could have a material impact on our
consolidated results of operations or financial position. Changes in existing tax laws could also affect actual tax results
and the realization of deferred tax assets over time. In 2014, we recorded an income tax benefit of $45.6 million as the
result of a reversal of valuation allowance related primarily to certain of our state deferred tax assets as the result of an
increase in expected future taxable income in certain jurisdictions.
In 2013, we recorded an income tax benefit of $2.1 billion as the result of a reversal of valuation allowance. Based
on previous evaluations, we had fully reserved our net deferred tax assets due to the uncertainty of their realization. One of
the primary pieces of negative evidence we considered was the significant losses we had incurred in the recent years prior
to 2013, including being in a three-year cumulative pre-tax loss position, which we exited in 2013. During 2013, we
67
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
determined that the valuation allowance against substantially all of our federal deferred tax assets and a significant portion
of our state deferred tax assets was no longer required. Accordingly, we reversed $2.1 billion of valuation allowance.
We conduct our evaluations by considering all available positive and negative evidence. The principal positive
evidence that led to the reversal of the valuation allowance in 2013 included: (1) our emergence from a three-year
cumulative loss in 2013; (2) the significant positive income we generated during 2012 and 2013, including seven
consecutive quarters of pretax income as of December 31, 2013; (3) continued improvements in 2013 over recent years in
other key operating metrics, including revenues, gross margin, and overhead leverage; (4) our forecasted future
profitability; (5) improvement in our financial position; and (6) significant evidence that conditions in the U.S. housing
industry were more favorable than in recent years and our belief that conditions would continue to be favorable over the
long-term. Even if industry conditions weaken from current levels, we believe we will be able to adjust our operations to
sustain long-term profitability.
As a result of certain realization requirements of ASC 718, the table of deferred tax assets and liabilities does not
include certain deferred tax assets as of December 31, 2015 and 2014, that arose directly from tax deductions related to
equity compensation greater than compensation recognized for financial reporting. Equity will be increased by $19.4
million if and when such deferred tax assets are ultimately realized. We use the with-and-without approach when
determining when excess tax benefits have been realized.
Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax
return and the benefits recognized for financial statement purposes. We had $39.0 million and $32.9 million of gross
unrecognized tax benefits at December 31, 2015 and 2014, respectively. Of these amounts, $39.0 million and $32.9
million, respectively, would impact the effective tax rate if recognized. Additionally, we had accrued interest and penalties
of $17.2 million and $17.3 million at December 31, 2015 and 2014, respectively.
It is reasonably possible within the next twelve months that our gross unrecognized tax benefits may decrease by up
to $35.0 million, excluding interest and penalties, primarily due to potential settlements. A reconciliation of the change in
the unrecognized tax benefits is as follows ($000’s omitted):
Unrecognized tax benefits, beginning of period
$
32,911
$
173,310
$
170,425
2015
2014
2013
Increases related to tax positions taken during a prior period
Decreases related to tax positions taken during a prior period
Increases related to tax positions taken during the current
period
Decreases related to settlements with taxing authorities
Reductions as a result of a lapse of the applicable statute of
limitations
5,763
—
318
—
—
—
(133,883)
237
(6,753)
—
Unrecognized tax benefits, end of period
$
38,992
$
32,911
$
12,877
(7,502)
381
(1,434)
(1,437)
173,310
We continue to participate in the Compliance Assurance Process (“CAP”) with the IRS as an alternative to the
traditional IRS examination process. As a result of our participation in CAP, federal tax years 2013 and prior are closed.
Tax year 2014 is expected to close by the second quarter of 2016, and tax year 2015 is expected to close by the second
quarter of 2017. We are currently under examination by various state taxing jurisdictions and anticipate finalizing certain
of the examinations within the next twelve months. The final outcome of these examinations is not yet determinable. The
statute of limitations for our major tax jurisdictions remains open for examination for tax years 2005 to 2015.
68
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Fair value disclosures
ASC 820, “Fair Value Measurements and Disclosures,” provides a framework for measuring fair value in generally
accepted accounting principles and establishes a fair value hierarchy which 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:
Level 1
Level 2
Level 3
Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Fair value determined using significant observable inputs, generally either quoted prices in active markets for
similar assets or liabilities or quoted prices in markets that are not active.
Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or
similar techniques
Our assets and liabilities measured or disclosed at fair value are summarized below ($000’s omitted):
Financial Instrument
Measured at fair value on a recurring basis:
Residential mortgage loans available-for-sale
Interest rate lock commitments
Forward contracts
Whole loan commitments
Measured at fair value on a non-recurring basis:
House and land inventory
Disclosed at fair value:
Cash and equivalents (including restricted cash)
Financial Services debt
Term loan
Senior notes
Fair Value
Fair Value
Hierarchy
December 31,
2015
December 31,
2014
Level 2
Level 2
Level 2
Level 2
Level 3
Level 1
Level 2
Level 2
Level 2
$
442,715
$
339,531
5,574
338
13
4,248
(3,574)
(588)
$
$
11,052
$
13,925
775,435
$
1,309,220
267,877
500,000
140,241
—
1,643,651
1,952,774
Fair values for agency residential mortgage loans available-for-sale are determined based on quoted market prices
for comparable instruments. Fair values for non-agency residential mortgage loans available-for-sale are determined based
on purchase commitments from whole loan investors and other relevant market information available to management. Fair
values for interest rate lock commitments, including the value of servicing rights, are based on market prices for similar
instruments. Forward contracts on mortgage-backed securities are valued based on market prices for similar instruments.
Fair values for whole loan investor commitments are based on market prices for similar instruments from the specific
whole loan investor.
Certain assets are required to be recorded at fair value on a non-recurring basis when events and circumstances
indicate that the carrying value may not be recoverable. The non-recurring fair value included in the above table represent
only those assets whose carrying values were adjusted to fair value as of the respective balance sheet dates. See Note 1 for
a more detailed discussion of the valuation methods used for inventory.
The carrying amounts of cash and equivalents, Financial Services debt, the Term Loan, and the Revolving Credit
Facility approximate their fair values due to their short-term nature and floating interest rate terms. The fair values of
senior notes are based on quoted market prices, when available. If quoted market prices are not available, fair values are
based on quoted market prices of similar issues. The carrying value of senior notes was $1.6 billion and $1.8 billion, at
December 31, 2015 and 2014, respectively.
69
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
11. Other assets and accrued and other liabilities
Other assets are presented below ($000’s omitted):
Accounts and notes receivable:
Insurance receivables (Note 12)
Notes receivable
Other receivables
Prepaid expenses
Deposits and pre-acquisition costs (Note 1)
Property and equipment, net (Note 1)
Income taxes receivable (Note 9)
Other
December 31,
2015
2014
$
130,170
$
28,288
83,177
241,635
109,113
162,119
86,312
25,080
46,840
60,598
30,699
63,867
155,164
72,585
127,280
75,219
21,330
91,640
$
671,099
$
543,218
We record receivables from various parties in the normal course of business, including amounts due from insurance
companies (see Note 12), municipalities, and vendors. In certain instances, we may accept consideration for land sales or
other transactions in the form of a note receivable.
Accrued and other liabilities are presented below ($000’s omitted):
Self-insurance liabilities (Note 12)
Loan origination liabilities (Note 12)
Compensation-related
Warranty (Note 12)
Community development district obligations (Note 12)
Accrued interest
Limited recourse notes payable
Dividends payable
Other
December 31,
2015
2014
$
692,053
$
710,245
46,381
124,798
61,179
11,964
20,541
35,336
31,568
260,453
$
1,284,273
$
58,222
142,586
65,389
17,122
20,446
22,255
29,682
277,827
1,343,774
70
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. Commitments and contingencies
Leases
We lease certain property and equipment under non-cancelable operating leases. The future minimum lease
payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year as of
December 31, 2015, are as follows ($000’s omitted):
Years Ending December 31,
2016
2017
2018
2019
2020
Thereafter
$
28,561
21,353
18,320
15,981
8,940
34,974
Total minimum lease payments (a)
$
128,129
(a) Minimum payments have not been reduced by minimum sublease rentals of $2.5 million due in the future under non-
cancelable subleases.
Net rental expense for 2015, 2014, and 2013 was $27.7 million, $25.3 million, and $23.0 million, respectively.
Certain leases contain renewal or purchase options and generally provide that we pay for insurance, taxes, and
maintenance.
Loan origination liabilities
Our mortgage operations may be responsible for losses associated with mortgage loans originated and sold to
investors in the event of errors or omissions relating to representations and warranties made by us that the loans met certain
requirements, including representations as to underwriting standards, the existence of primary mortgage insurance, and the
validity of certain borrower representations in connection with the loan. If a loan is determined to be faulty, we either
repurchase the loans from the investors or reimburse the investors' losses (a “make-whole” payment).
Estimating the required liability for these potential losses requires a significant level of management judgment.
During 2015 and 2014, we reduced our loan origination liabilities by net reserve releases of $11.4 million and $18.6
million, respectively, based on probable settlements of various repurchase requests and current conditions. Reserves
provided (released) are reflected in Financial Services expenses. Given the ongoing volatility in the mortgage industry,
changes in values of underlying collateral over time, and other uncertainties regarding the ultimate resolution of these
claims, actual costs could differ from our current estimates.
Changes in these liabilities were as follows ($000's omitted):
Liabilities, beginning of period
Reserves provided (released), net
Payments
Liabilities, end of period
2015
2014
2013
$
$
58,222
(11,433)
(408)
46,381
$
$
124,956
(18,604)
(48,130)
58,222
$
$
164,280
—
(39,324)
124,956
71
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Community development and other special district obligations
A community development district or similar development authority (“CDD”) is a unit of local government created
under various state statutes that utilizes the proceeds from the sale of bonds to finance the construction or acquisition of
infrastructure assets of a development. A portion of the liability associated with the bonds, including principal and interest,
is assigned to each parcel of land within the development. This debt is typically paid by subsequent special assessments
levied by the CDD on the landowners. Generally, we are only responsible for paying the special assessments for the period
during which we are the landowner of the applicable parcels. However, in certain limited instances we record a liability
for future assessments. At December 31, 2015 and 2014, we had $12.0 million and $17.1 million, respectively, in accrued
liabilities for outstanding CDD obligations.
Letters of credit and surety bonds
In the normal course of business, we post letters of credit and surety bonds pursuant to certain performance-related
obligations, as security for certain land option agreements, and under various insurance programs. The majority of these
letters of credit and surety bonds are in support of our land development and construction obligations to various
municipalities, other government agencies, and utility companies related to the construction of roads, sewers, and other
infrastructure. We had outstanding letters of credit and surety bonds totaling $191.3 million and $1.0 billion, respectively,
at December 31, 2015, and $212.1 million and $1.0 billion, respectively, at December 31, 2014. In the event any such
letter of credit or surety bonds is drawn, we would be obligated to reimburse the issuer of the letter of credit or surety
bond. We do not believe that a material amount, if any, of the letters of credit or surety bonds will be drawn. Our surety
bonds generally do not have stated expiration dates; rather we are released from the surety bonds as the underlying
contractual performance is completed. Because significant construction and development work has been performed related
to the applicable projects but has not yet received final acceptance by the respective counterparties, the aggregate amount
of surety bonds outstanding is in excess of the projected cost of the remaining work to be performed.
Litigation and regulatory matters
We are involved in various litigation and legal claims in the normal course of our business operations, including
actions brought on behalf of various classes of claimants. We are also subject to a variety of local, state, and federal laws
and regulations related to land development activities, house construction standards, sales practices, mortgage lending
operations, employment practices, and protection of the environment. As a result, we are subject to periodic examination
or inquiry by various governmental agencies that administer these laws and regulations.
We establish liabilities for legal claims and regulatory matters when such matters are both probable of occurring and
any potential loss is reasonably estimable. We accrue for such matters based on the facts and circumstances specific to
each matter and revise these estimates as the matters evolve. In such cases, there may exist an exposure to loss in excess of
any amounts currently accrued. In view of the inherent difficulty of predicting the outcome of these legal and regulatory
matters, we generally cannot predict the ultimate resolution of the pending matters, the related timing, or the eventual loss.
While the outcome of such contingencies cannot be predicted with certainty, we do not believe that the resolution of such
matters will have a material adverse impact on our results of operations, financial position, or cash flows. However, to the
extent the liability arising from the ultimate resolution of any matter exceeds the estimates reflected in the recorded
reserves relating to such matter, we could incur additional charges that could be significant.
In September 2012, Applecross Club Operations ("Applecross") filed a complaint for breach of contract and
promissory estoppel in Applecross v. Pulte Homes of PA, et al. The complaint alleged that we induced Applecross to
purchase a golf course from us in 2010 by promising to build over 1,000 residential units in a planned community located
outside Philadelphia, Pennsylvania. In September 2015, the jury in the case found in favor of Applecross and awarded
damages in the amount of $20.0 million. We believe we have meritorious defenses and have filed post-trial motions
seeking to, among other things, overturn the jury verdict. If unsuccessful, we plan to appeal the award. However, in light
of the jury’s verdict, we recorded a reserve of $20.0 million in 2015, which is reflected in other expense, net
During 2013, we settled a number of claims related to a previously completed luxury community in a market we
have since exited. The claims related to a contractual dispute with certain homeowners. As a result of these settlements,
we recorded charges of $41.2 million during 2013, which are reflected in other expense, net.
72
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Allowance for warranties
Home purchasers are provided with a limited warranty against certain building defects, including a one-year
comprehensive limited warranty and coverage for certain other aspects of the home’s construction and operating systems
for periods of up to 10 years. We estimate the costs to be incurred under these warranties and record liabilities in the
amount of such costs at the time product revenue is recognized. Factors that affect our warranty liabilities include the
number of homes sold, historical and anticipated rates of warranty claims, and the cost per claim. We periodically assess
the adequacy of the warranty liabilities for each geographic market in which we operate and adjust the amounts as
necessary. Actual warranty costs in the future could differ from the current estimates. Changes to warranty liabilities were
as follows ($000’s omitted):
Warranty liabilities, beginning of period
Reserves provided
Payments
Other adjustments
Warranty liabilities, end of period
Self-insured risks
2015
2014
2013
$
$
65,389
52,684
(60,968)
4,074
61,179
$
$
63,992
51,348
(47,968)
(1,983)
65,389
$
$
64,098
49,399
(44,925)
(4,580)
63,992
We maintain, and require our subcontractors to maintain, general liability insurance coverage. We also maintain
builders' risk, property, errors and omissions, workers compensation, and other business insurance coverage. These
insurance policies protect us against a portion of the risk of loss from claims. However, we retain a significant portion of
the overall risk for such claims either through policies issued by our captive insurance subsidiaries or through our own
self-insured per occurrence and aggregate retentions, deductibles, and claims in excess of available insurance policy limits.
Our general liability insurance includes coverage for certain construction defects. While construction defect claims
can relate to a variety of circumstances, the majority of our claims relate to alleged problems with siding, plumbing,
foundations and other concrete work, windows, roofing, and heating, ventilation and air conditioning systems. The
availability of general liability insurance for the homebuilding industry and its subcontractors has become increasingly
limited, and the insurance policies available require companies to maintain significant per occurrence and aggregate
retention levels. In certain instances, we may offer our subcontractors the opportunity to purchase insurance through one
of our captive insurance subsidiaries or participate in a project-specific insurance program provided by us. Policies issued
by the captive insurance subsidiaries represent self-insurance of these risks by us. This self-insured exposure is limited by
reinsurance policies that we purchase. General liability coverage for the homebuilding industry is complex, and our
coverage varies from policy year to policy year. Our insurance coverage requires a per occurrence deductible up to an
overall aggregate retention level. Beginning with the first dollar, amounts paid to satisfy insured claims apply to our per
occurrence and aggregate retention obligations. Any amounts incurred in excess of the occurrence or aggregate retention
levels are covered by insurance up to our purchased coverage levels. Our insurance policies, including the captive
insurance subsidiaries' reinsurance policies, are maintained with highly-rated underwriters for whom we believe
counterparty default risk is not significant.
At any point in time, we are managing over 1,000 individual claims related to general liability, property, errors and
omission, workers compensation, and other business insurance coverage. We reserve for costs associated with such claims
(including expected claims management expenses) on an undiscounted basis at the time revenue is recognized for each
home closing and evaluate the recorded liabilities based on actuarial analyses of our historical claims. The actuarial
analyses calculate estimates of the ultimate net cost of all unpaid losses, including estimates for incurred but not reported
losses ("IBNR"). IBNR represents losses related to claims incurred but not yet reported plus development on reported
claims.
Our recorded reserves for all such claims totaled $692.1 million and $710.2 million at December 31, 2015 and 2014,
respectively, the vast majority of which relates to general liability claims. The recorded reserves include loss estimates
related to both (i) existing claims and related claim expenses and (ii) IBNR and related claim expenses. Liabilities related
to IBNR and related claim expenses represented approximately 65% and 72% of the total general liability reserves at
December 31, 2015 and 2014, respectively. The actuarial analyses that determine the IBNR portion of reserves consider a
variety of factors, including the frequency and severity of losses, which are based on our historical claims experience
73
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
supplemented by industry data. The actuarial analyses of the reserves also consider historical third party recovery rates
and claims management expenses.
Housing market conditions have been volatile across most of our markets over the past ten years, and we believe
such conditions can affect the frequency and cost of construction defect claims. Additionally, IBNR estimates comprise
the majority of our liability and are subject to a high degree of uncertainty due to a variety of factors, including changes in
claims reporting and resolution patterns, third party recoveries, insurance industry practices, the regulatory environment,
and legal precedent. State regulations vary, but construction defect claims are reported and resolved over an extended
period often exceeding ten years. Changes in the frequency and timing of reported claims and estimates of specific claim
values can impact the underlying inputs and trends utilized in the actuarial analyses, which could have a material impact on
the recorded reserves. Additionally, the amount of insurance coverage available for each policy period also impacts our
recorded reserves. Because of the inherent uncertainty in estimating future losses related and the timing of such losses
related to these claims, actual costs could differ significantly from estimated costs.
Adjustments to reserves are recorded in the period in which the change in estimate occurs. During 2015, we
recorded general liability reserve reversals of $32.6 million resulting from a legal settlement and $29.6 million related to
changes in our actuarial estimates resulting from favorable claims experience relative to previous actuarial projections.
During 2014, we increased general liability insurance reserves by $69.3 million, which was primarily driven by estimated
costs associated with siding repairs in certain previously completed communities that, in turn, impacted actuarial estimates
for potential future claims. Such adjustments are reflected in "Reserves provided, net" in the below table.
Costs associated with our insurance programs are classified within selling, general, and administrative expenses.
Changes in these liabilities were as follows ($000's omitted):
Balance, beginning of period
Reserves provided, net
Payments
Balance, end of period
2015
2014
2013
$
$
710,245
$
668,100
$
721,284
16,085
(34,277)
692,053
$
141,790
(99,645)
710,245
$
64,737
(117,921)
668,100
In certain instances, we have the ability to recover a portion of our costs under various insurance policies or from
subcontractors or other third parties. Estimates of such amounts are recorded when recovery is considered probable. As
reflected in Note 11, our receivables from insurance carriers totaled $130.2 million and $60.6 million at December 31,
2015 and 2014, respectively. The increase in insurance receivables resulted from the continued progression of insured
construction defect claims. Given the complexity inherent with resolving construction defect claims in the homebuilding
industry as described above, there generally exists a significant lag between our payment of claims and our
reimbursements from applicable insurance carriers. Additionally, we are the plaintiff in litigation with certain of our
insurance carriers relating to a large portion of the insurance receivables balance. We believe collection of these insurance
receivables is probable based on the legal merits of our positions, favorable legal rulings received to date, and our long
history of collecting significant amounts of insurance reimbursements under similar insurance policies related to similar
claims. While the outcome of these matters cannot be predicted with certainty, we do not believe that the resolution of
such matters will have a material adverse impact on our results of operations, financial position, or cash flows.
13. Supplemental Guarantor information
All of our senior notes are guaranteed jointly and severally on a senior basis by certain of our wholly-owned
Homebuilding subsidiaries and certain other wholly-owned subsidiaries (collectively, the “Guarantors”). Such guaranties
are full and unconditional. Our subsidiaries comprising the Financial Services segment along with certain other
subsidiaries (collectively, the "Non-Guarantor Subsidiaries") do not guarantee the senior notes. In accordance with Rule
3-10 of Regulation S-X, supplemental consolidating financial information of the Company, including such information for
the Guarantors, is presented below. Investments in subsidiaries are presented using the equity method of accounting.
74
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2015
($000’s omitted)
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
— $
638,602
$
115,559
$
— $
—
—
—
—
93
49,255
—
1,392,251
20,274
5,450,058
80,458
—
36,499
531,120
110,215
11
1,000
—
1,034
442,715
4,675
90,724
—
2,617
—
—
—
—
—
—
—
754,161
21,274
5,450,058
81,492
442,715
41,267
671,099
110,215
1,394,879
5,529,606
465,644
$
6,971,205
$ 7,332,881
$
6,293,018
6,951,342
(12,288,268)
$ (12,288,268) $
—
8,967,160
$
70,061
$ 1,558,885
$
169,193
$
— $
1,798,139
57,050
—
500,000
1,584,769
2,211,880
4,759,325
—
—
—
—
1,558,885
5,773,996
$
6,971,205
$ 7,332,881
$
—
267,877
—
—
—
—
—
—
437,070
6,514,272
6,951,342
—
(12,288,268)
$ (12,288,268) $
57,050
267,877
500,000
1,584,769
4,207,835
4,759,325
8,967,160
ASSETS
Cash and equivalents
Restricted cash
House and land inventory
Land held for sale
Residential mortgage loans available-
for-sale
Investments in unconsolidated entities
Other assets
Intangible assets
Deferred tax assets, net
Investments in subsidiaries and
intercompany accounts, net
LIABILITIES AND
SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable, customer deposits,
accrued and other liabilities
Income tax liabilities
Financial Services debt
Term loan
Senior notes
Total liabilities
Total shareholders’ equity
75
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2014
($000’s omitted)
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
7,454
$ 1,157,307
$
128,101
$
— $
1,292,862
3,710
—
—
—
22,000
74
34,214
—
1,712,853
1,513
4,391,445
100,156
—
—
36,126
451,331
123,115
15
11,135
655
1,034
339,531
(22,000)
4,168
57,673
—
7,800
—
—
—
—
—
—
—
—
—
16,358
4,392,100
101,190
339,531
—
40,368
543,218
123,115
1,720,668
4,963,831
967,032
$
6,744,136
$ 7,228,040
$
6,359,441
6,887,538
(12,290,304)
$(12,290,304) $
—
8,569,410
ASSETS
Cash and equivalents
Restricted cash
House and land inventory
Land held for sale
Residential mortgage loans available-
for-sale
Securities purchased under agreements
to resell
Investments in unconsolidated entities
Other assets
Intangible assets
Deferred tax assets, net
Investments in subsidiaries and
intercompany accounts, net
LIABILITIES AND
SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable, customer deposits,
accrued and other liabilities
$
Income tax liabilities
Financial Services debt
Senior notes
Total liabilities
Total shareholders’ equity
71,874
48,747
—
$ 1,514,954
(25)
—
1,818,561
1,939,182
4,804,954
—
1,514,929
5,713,111
$
170,104
$
— $
1,756,932
—
140,241
—
—
—
—
310,345
6,577,193
6,887,538
—
(12,290,304)
$(12,290,304) $
48,722
140,241
1,818,561
3,764,456
4,804,954
8,569,410
$
6,744,136
$ 7,228,040
$
76
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the year ended December 31, 2015
($000’s omitted)
Revenues:
Homebuilding
Home sale revenues
Land sale revenues
Financial Services
Homebuilding Cost of Revenues:
Home sale cost of revenues
Land sale cost of revenues
Financial Services expenses
Selling, general, and administrative
expenses
Other expense, net
Intercompany interest
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
Income tax expense (benefit)
Income (loss) before equity in income
(loss) of subsidiaries
Equity in income (loss) of subsidiaries
Net income (loss)
Other comprehensive income (loss)
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
— $ 5,792,675
$
— $
— $
5,792,675
—
—
—
—
—
—
—
313
3
760
2,110
(3,186)
(1,210)
(1,976)
496,066
494,090
81
48,536
5,841,211
1
5,841,212
4,440,893
35,858
4,476,751
(276)
585,870
17,424
7,922
753,521
297,485
456,036
40,484
496,520
—
—
—
140,752
140,752
—
—
—
82,010
3,907
(821)
(10,032)
65,688
25,658
40,030
411,699
451,729
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(948,249)
(948,249)
—
48,536
5,841,211
140,753
5,981,964
4,440,893
35,858
4,476,751
82,047
589,780
17,363
—
816,023
321,933
494,090
—
494,090
81
Comprehensive income (loss)
$
494,171
$
496,520
$
451,729
$
(948,249) $
494,171
77
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the year ended December 31, 2014
($000’s omitted)
Revenues:
Homebuilding
Home sale revenues
Land sale revenues
Financial Services
Homebuilding Cost of Revenues:
Home sale cost of revenues
Land sale cost of revenues
Financial Services expenses
Selling, general, and administrative
expenses
Other expense, net
Intercompany interest
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
Income tax expense (benefit)
Income (loss) before equity in income
(loss) of subsidiaries
Equity in income (loss) of subsidiaries
Net income (loss)
Other comprehensive income (loss)
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
— $ 5,662,171
$
— $
— $
5,662,171
—
—
—
—
—
—
—
784
—
9,026
9,800
(19,610)
(7,473)
(12,137)
486,475
474,338
105
34,554
5,696,725
889
5,697,614
4,343,249
23,748
4,366,997
(130)
661,308
16,847
(90)
652,682
201,332
451,350
38,534
489,884
—
—
—
124,749
124,749
—
—
—
70,403
6,507
863
(9,710)
56,686
21,561
35,125
403,505
438,630
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(928,514)
(928,514)
—
34,554
5,696,725
125,638
5,822,363
4,343,249
23,748
4,366,997
71,057
667,815
26,736
—
689,758
215,420
474,338
—
474,338
105
Comprehensive income (loss)
$
474,443
$
489,884
$
438,630
$
(928,514) $
474,443
78
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the year ended December 31, 2013
($000’s omitted)
Revenues:
Homebuilding
Home sale revenues
Land sale revenues
Financial Services
Homebuilding Cost of Revenues:
Home sale cost of revenues
Land sale cost of revenues
Financial Services expenses
Selling, general, and administrative
expenses
Other expense (income), net
Intercompany interest
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
Income tax expense (benefit)
Income (loss) before equity in income
(loss) of subsidiaries
Equity in income (loss) of subsidiaries
Net income (loss)
Other comprehensive income (loss)
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
— $ 5,424,309
$
— $
— $
5,424,309
—
—
—
—
—
—
—
832
—
28,694
17,518
114,335
5,538,644
2,353
5,540,997
4,310,528
104,426
4,414,954
970
573,904
43,944
(8,260)
(47,044)
(2,113,827)
515,485
(799)
2,066,783
553,333
2,620,116
197
516,284
35,086
551,370
—
—
—
138,598
138,598
—
—
—
90,440
(5,404)
3,439
(9,258)
59,381
22,332
37,049
485,400
522,449
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,073,819)
(1,073,819)
—
114,335
5,538,644
140,951
5,679,595
4,310,528
104,426
4,414,954
92,242
568,500
76,077
—
527,822
(2,092,294)
2,620,116
—
2,620,116
197
Comprehensive income (loss)
$
2,620,313
$
551,370
$
522,449
$ (1,073,819) $
2,620,313
79
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2015
($000’s omitted)
Net cash provided by (used in)
operating activities
Cash flows from investing activities:
Net change in loans held for investment
Change in restricted cash related to
letters of credit
Capital expenditures
Other investing activities, net
Net cash provided by (used in) investing
activities
Cash flows from financing activities:
Financial Services borrowings
(repayments)
Proceeds from debt issuance
Repayments of debt
Borrowings under revolving credit
facility
Repayments under revolving credit
facility
Stock option exercises
Share repurchases
Dividends paid
Intercompany activities, net
Net cash provided by (used in)
financing activities
Net increase (decrease) in cash and
equivalents
Cash and equivalents at beginning of year
Cash and equivalents at end of year
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
184,033
$
(449,701) $
(82,461) $
— $
(348,129)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
8,664
3,710
(45,440)
2,212
(30,854)
127,636
500,000
(239,193)
125,000
(125,000)
10,535
(442,738)
(115,958)
—
(159,718)
(538,701)
1,292,862
754,161
—
3,710
—
—
—
—
(41,857)
1,937
3,710
(39,920)
—
—
(1,198)
—
—
—
—
—
500,000
(237,995)
125,000
(125,000)
10,535
(442,738)
(115,958)
90,959
8,664
—
(3,583)
275
5,356
127,636
—
—
—
—
—
—
—
(27,886)
—
(63,073)
(195,197)
(29,084)
64,563
(7,454)
7,454
$
— $
(518,705)
1,157,307
638,602
$
(12,542)
128,101
115,559
$
80
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2014
($000’s omitted)
Net cash provided by (used in)
operating activities
Cash flows from investing activities:
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
206,485
$
175,415
$
(72,651) $
— $
309,249
Net change in loans held for investment
—
—
Change in restricted cash related to
letters of credit
Capital expenditures
Cash used for business acquisitions
Other investing activities, net
Net cash provided by (used in) investing
activities
Cash flows from financing activities:
Financial Services borrowings
(repayments)
Repayments of debt
Stock option exercises
Share repurchases
Dividends paid
Intercompany activities, net
Net cash provided by (used in)
financing activities
Net increase (decrease) in cash and
equivalents
Cash and equivalents at beginning of year
54,989
—
—
—
—
(44,956)
(82,419)
8,274
54,989
(119,101)
—
(249,765)
15,627
(253,019)
(75,646)
46,419
—
(866)
—
—
—
(87,140)
(516,384)
(88,006)
(254,910)
262,364
(31,692)
1,188,999
335
—
(3,834)
—
(13)
(3,512)
34,577
—
—
—
—
40,721
75,298
(865)
128,966
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
335
54,989
(48,790)
(82,419)
8,261
(67,624)
34,577
(250,631)
15,627
(253,019)
(75,646)
—
(529,092)
(287,467)
1,580,329
Cash and equivalents at end of year
$
7,454
$ 1,157,307
$
128,101
$
— $
1,292,862
81
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2013
($000’s omitted)
Net cash provided by (used in)
operating activities
Cash flows from investing activities:
Net change in loans held for
investment
Change in restricted cash related to
letters of credit
Capital expenditures
Other investing activities, net
Net cash provided by (used in)
investing activities
Cash flows from financing activities:
Financial Services borrowings
(repayments)
Repayments of debt
Stock option exercises
Share repurchases
Dividends paid
Intercompany activities, net
Net cash provided by (used in)
financing activities
Net increase (decrease) in cash and
equivalents
Cash and equivalents at beginning of
year
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
(41) $
865,267
$
15,910
$
— $
881,136
—
—
(12,265)
(4,152)
—
—
—
(26,472)
(661)
—
(2,427)
—
(4,152)
(27,133)
(14,692)
—
(485,048)
19,411
(127,661)
(38,382)
752,069
—
5,221
—
—
—
(718,299)
(33,131)
—
—
—
(33,770)
120,389
(713,078)
(66,901)
116,196
125,056
(65,683)
146,168
1,063,943
194,649
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(12,265)
(4,152)
(28,899)
(661)
(45,977)
(33,131)
(479,827)
19,411
(127,661)
(38,382)
—
(659,590)
175,569
1,404,760
Cash and equivalents at end of year
$
262,364
$ 1,188,999
$
128,966
$
— $
1,580,329
82
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
14. Quarterly results (unaudited)
UNAUDITED QUARTERLY INFORMATION
(000’s omitted, except per share data)
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter
Total (a)
2015
Homebuilding:
Revenues
Cost of revenues
Income before income taxes (b)
Financial Services:
Revenues
Income before income taxes (c)
Consolidated results:
Revenues
Income before income taxes
Income tax expense
Net income
Net income per share:
Basic
Diluted
Number of shares used in calculation:
Basic
Effect of dilutive securities
Diluted
$ 1,105,700
$ 1,249,537
$ 1,467,780
$ 2,018,194
$ 5,841,211
854,523
90,748
958,592
157,640
1,122,175
1,541,461
4,476,751
164,911
344,019
757,317
$
27,598
$
30,754
$
38,967
$
43,434
$
140,753
5,057
9,987
14,365
29,297
58,706
$ 1,133,298
$ 1,280,291
$ 1,506,747
$ 2,061,628
$ 5,981,964
95,805
40,834
54,971
0.15
0.15
167,627
64,303
103,324
0.28
0.28
$
$
$
179,276
71,507
107,769
0.31
0.30
373,315
145,288
228,027
0.65
0.64
$
$
$
$
$
$
$
$
$
$
$
$
366,748
361,009
350,147
348,699
3,362
3,232
3,225
3,047
370,110
364,241
353,372
351,746
816,023
321,933
494,090
1.38
1.36
356,576
3,217
359,793
(a) Due to rounding, the sum of quarterly results may not equal the total for the year. Additionally, quarterly and year-
to-date computations of per share amounts are made independently.
(b) Homebuilding income before income taxes includes reserve reversals resulting from a legal settlement (see Note 12)
of $26.9 million and $5.7 million in the 2nd and 3rd Quarters, respectively; a charge of $20.0 million in the 3rd
Quarter related to the Applecross matter (see Note 12); and $29.6 million relating to decreased general liability
insurance reserves in the 4th Quarter.
(c)
Financial Services expenses in the 4th Quarter includes a reduction in loan origination liabilities totaling $11.8
million..
83
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
UNAUDITED QUARTERLY INFORMATION
(000’s omitted, except per share data)
2014
Homebuilding:
Revenues
Cost of revenues
Income before income taxes (b)
Financial Services:
Revenues
Income before income taxes (c)
Consolidated results:
Revenues
Income before income taxes
Income tax expense (benefit) (d)
Net income
Net income per share:
Basic
Diluted
Number of shares used in calculation:
Basic
Effect of dilutive securities
Diluted
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter
Total (a)
$ 1,093,999
$ 1,254,989
$ 1,561,273
$ 1,786,464
$ 5,696,725
833,614
108,435
959,524
1,198,908
1,374,951
4,366,997
58,573
214,051
254,118
635,177
$
24,895
$
31,198
$
33,452
$
36,093
$
125,638
21,594
9,108
10,877
13,002
54,581
$ 1,118,894
130,029
55,210
$ 1,286,187
67,681
25,801
$ 1,594,725
224,928
84,383
$ 1,822,557
267,120
50,025
$ 5,822,363
689,758
215,420
$
$
$
74,819
0.19
0.19
$
$
$
41,880
0.11
0.11
$
$
$
140,545
0.37
0.37
$
$
$
383,991
3,815
387,806
376,072
373,531
3,592
3,761
379,664
377,292
$
$
$
217,095
0.58
0.58
369,533
3,734
373,267
474,338
1.27
1.26
370,377
3,725
374,102
(a) Due to rounding, the sum of quarterly results may not equal the total for the year. Additionally, quarterly and year-
to-date computations of per share amounts are made independently.
(a) Homebuilding income before income taxes includes losses on debt retirement of $8.6 million in the 1st Quarter;
charges of $84.5 million to increase general liability insurance reserves in the 2nd Quarter; and costs associated
with the relocation of our corporate headquarters of $8.7 million , offset by favorable adjustments of $15.2 million
to decrease general liability insurance reserves in the 4th Quarter.
(b)
(c)
Financial Services expenses in the 1st Quarter includes a reduction in loan origination liabilities totaling $18.6
million.
Income tax expense in the 4th Quarter includes a benefit of $49.6 million related to the resolution of certain tax
matters and the reversal of valuation allowance related to certain state deferred tax assets.
84
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of PulteGroup, Inc.
We have audited the accompanying consolidated balance sheets of PulteGroup, Inc. (the “Company”) as of December 31, 2015
and 2014, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows
for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in all material respects, the consolidated financial
position of PulteGroup, Inc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows
for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
PulteGroup, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
Framework) and our report dated February 8, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 8, 2016
85
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
This Item is not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management, including our Chairman, President and Chief Executive Officer and Executive Vice President and Chief
Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of
December 31, 2015. Based upon, and as of the date of that evaluation, our Chairman, President and Chief Executive Officer and
Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of
December 31, 2015.
Internal Control Over Financial Reporting
(a) Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for the preparation and fair presentation of the consolidated financial statements included in
this annual report. The consolidated financial statements have been prepared in conformity with U.S. generally accepted
accounting principles and reflect management’s judgments and estimates concerning events and transactions that are accounted
for or disclosed.
Management is also responsible for establishing and maintaining effective internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Management recognizes that there are inherent limitations in the
effectiveness of any internal control and effective internal control over financial reporting can provide only reasonable
assurance with respect to financial statement preparation. Additionally, because of changes in conditions, the effectiveness of
internal control over financial reporting may vary over time.
In order to ensure that the Company’s internal control over financial reporting is effective, management regularly
assesses such controls and did so most recently for its financial reporting as of December 31, 2015. Management’s assessment
was based on criteria for effective internal control over financial reporting described in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on
this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of
December 31, 2015.
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial
statements included in this annual report, has issued its report on the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2015.
86
(b) Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of PulteGroup, Inc.
We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 Framework) (the COSO criteria). PulteGroup, Inc.’s management is responsible for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility
is to express an opinion on the company’s internal control over financial reporting 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 effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s 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 for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, PulteGroup, Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of PulteGroup, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of
operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2015 and our report dated February 8, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 8, 2016
(c)
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2015
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
This Item is not applicable.
87
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item with respect to our executive officers is set forth in Item 4A of this Annual Report on
Form 10-K. Information required by this Item with respect to members of our Board of Directors and with respect to our audit
committee will be contained in the Proxy Statement for the 2016 Annual Meeting of Shareholders (“2016 Proxy Statement”)
under the captions “Election of Directors” and “Committees of the Board of Directors - Audit Committee” and in the chart
disclosing Audit Committee membership and is incorporated herein by this reference. Information required by this Item with
respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 will be contained in the 2016 Proxy Statement
under the caption “Beneficial Security Ownership - Section 16(a) Beneficial Ownership Reporting Compliance,” and is
incorporated herein by this reference. Information required by this Item with respect to our code of ethics will be contained in
the 2016 Proxy Statement under the caption “Corporate Governance - Governance Guidelines; Code of Ethical Business
Conduct; Code of Ethics” and is incorporated herein by this reference.
Our code of ethics for principal officers, our code of ethical business conduct, our corporate governance guidelines, and
the charters of the Audit, Compensation and Management Development, Nominating and Governance, and Finance and
Investment committees of our Board of Directors are also posted on our website and are available in print, free of charge, upon
request.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item will be contained in the 2016 Proxy Statement under the captions “2015 Executive
Compensation” and “2015 Director Compensation” and is incorporated herein by this reference, provided that the
Compensation and Management Development Committee Report shall not be deemed to be “filed” with this Annual Report on
Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLER MATTERS
Information required by this Item will be contained in the 2016 Proxy Statement under the captions “Beneficial Security
Ownership” and “Equity Compensation Plan Information” and is incorporated herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this Item will be contained in the 2016 Proxy Statement under the captions “Certain
Relationships and Related Transactions” and “Election of Directors - Independence” and is incorporated herein by this
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item will be contained in the 2016 Proxy Statement under the captions “Audit and Non-
Audit Fees” and “Audit Committee Preapproval Policies” and is incorporated herein by reference.
88
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1)
Financial Statements
Consolidated Balance Sheets at December 31, 2015 and 2014
Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015,
2014, and 2013
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2015, 2014,
and 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013
Notes to Consolidated Financial Statements
42
43
44
45
46
47
(2)
Financial Statement Schedules
All schedules are omitted because the required information is not present, is not present in amounts sufficient
to require submission of the schedule, or because the required information is included in the financial
statements or notes thereto.
(3) Exhibits
The following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by
reference:
Exhibit Number and Description
(2)
(3)
(a) Asset Purchase Agreement, dated as of December 15, 2015, by and among JW Homes, LLC, JW Land
Investment, LLC and PulteGroup, Inc (Incorporated by reference to Exhibit 2.1 of our Current Report on
Form 8-K filed with the SEC on December 17, 2015)
(a)
(b)
(c)
(d)
(e)
Restated Articles of Incorporation, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of our
Current Report on Form 8-K, filed with the SEC on August 18, 2009)
Certificate of Amendment to the Articles of Incorporation, dated March 18, 2010 (Incorporated by
reference to Exhibit 3(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)
Certificate of Amendment to the Articles of Incorporation, dated May 21, 2010 (Incorporated by reference
to Exhibit 3(c) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
By-laws, as amended, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of our Current Report
on Form 8-K, filed with the SEC on April 8, 2009)
Certificate of Designation of Series A Junior Participating Preferred Shares, dated August 6, 2009
(Incorporated by reference to Exhibit 3(b) of our Registration Statement on Form 8-A, filed with the SEC
on August 18, 2009)
(4)
(a) Any instrument with respect to long-term debt, where the securities authorized thereunder do not exceed
10% of the total assets of PulteGroup, Inc. and its subsidiaries, has not been filed. The Company agrees to
furnish a copy of such instruments to the SEC upon request.
(b) Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, between PulteGroup,
Inc. and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights
Certificate as Exhibit B thereto (Incorporated by reference to Exhibit 4 of PulteGroup, Inc.’s Registration
Statement on Form 8-A/A filed with the SEC on March 23, 2010)
(c)
(a)
(10)
First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013,
between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by
reference to Exhibit 4-1 of our Current Report on Form 8-K, filed with the SEC on March 15, 2013)
PulteGroup, Inc. 401(k) Plan (Incorporated by reference to Exhibit 4.3 of our Registration Statement on
Form S-8, No. 333-115570)
89
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
PulteGroup, Inc. 2002 Stock Incentive Plan (Incorporated by reference to our Proxy Statement dated April
3, 2002 and as Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-123223)
PulteGroup, Inc. 2008 Senior Management Incentive Plan (Incorporated by reference to our Proxy
Statement dated April 7, 2008)
PulteGroup, Inc. 2013 Senior Management Incentive Plan (Incorporated by reference to Exhibit 10.2 of
our Current Report on Form 8-K, filed with the SEC on May 13, 2013)
PulteGroup, Inc. Long-Term Incentive Program (Incorporated by reference to Exhibit 10.2 of our Current
Report on Form 8-K, filed with the SEC on May 20, 2008)
Form of PulteGroup, Inc. Long Term Incentive Award Agreement (Incorporated by reference to Exhibit
10.3 of our Current Report on Form 8-K, filed with the SEC on May 20, 2008)
Form of PulteGroup, Inc. 2008-2010 Grant Acceptance Agreement - Company Performance Measures
(Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K, filed with the SEC on May
20, 2008)
Form of PulteGroup, Inc. 2008-2010 Grant Acceptance Agreement - Individual Performance Measures
(Incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K, filed with the SEC on May
20, 2008)
PulteGroup, Inc. 2013 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current
Report on Form 8-K, filed with the SEC on May 13, 2013)
PulteGroup, Inc. 2004 Stock Incentive Plan (as Amended and Restated as of July 9, 2009) (Incorporated
by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended September 30,
2009)
Form of Restricted Stock Unit Award Agreement under PulteGroup, Inc. 2013 Stock Incentive Plan
(Incorporated by reference to Exhibit 10(c) of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2014)
Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2004 Stock Incentive
Plan (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2010)
(m)
Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2004 Stock Incentive
Plan (Incorporated by reference to Exhibit 10(p) of our Annual Report on Form 10-K for the year ended
December 31, 2013)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2000 Stock Incentive
Plan for Key Employees (Incorporated by reference to Exhibit 10(b) of our Quarterly Report on Form 10-
Q for the quarter ended March 31, 2010)
Form of Stock Option Agreement under PulteGroup, Inc. 2002 and 2004 Stock Incentive Plans
(Incorporated by reference to Exhibit 10(s) of our Annual Report on Form 10-K for the year ended
December 31, 2007)
Form of Stock Option Agreement (as amended) under PulteGroup, Inc. 2002 and 2004 Stock Incentive
Plans (Incorporated by reference to Exhibit 10(t) of our Annual Report on Form 10-K for the year ended
December 31, 2007)
Form of Performance Share Award Agreement under PulteGroup, Inc. 2004 Stock Incentive Plan
(Incorporated by reference to Exhibit 10(w) of our Annual Report on Form 10-K for the year ended
December 31, 2011 )
PulteGroup, Inc. Long Term Compensation Deferral Plan (As Amended and Restated Effective January 1,
2004) (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006)
PulteGroup, Inc. Deferred Compensation Plan for Non-Employee Directors (as Amended and Restated
Effective December 8, 2009) (Incorporated by reference to Exhibit 10(al) of our Annual Report on Form
10-K for the year ended December 31, 2009)
Assignment and Assumption Agreement dated as of August 18, 2009 between PulteGroup, Inc. and Centex
Corporation (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the
SEC on August 20, 2009)
90
(u)
(v)
(w)
(x)
(y)
Form of Performance Award Agreement under PulteGroup, Inc. 2008 Senior Management Incentive Plan
(Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2012)
PulteGroup, Inc. Executive Severance Policy (Incorporated by reference to Exhibit 10.1 of our Current
Report on Form 8-K, filed with the SEC on February 12, 2013)
PulteGroup, Inc. Amended Retirement Policy (Incorporated by reference to Exhibit 10(a) of our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2015)
Credit Agreement dated as of July 23, 2014 among PulteGroup, Inc., as Borrower, Bank of America,
N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the Other Lenders Party
Hereto (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2014)
Term Loan Agreement, dated as of September 30, 2015, among the Company, Bank of America, N.A., as
administrative agent, and the other lenders listed therein (Incorporated by reference to Exhibit 10.1 of our
Current Report on Form 8-K, filed with the SEC on October 5, 2015)
(z) Amended and Restated Master Repurchase Agreement dated as of September 4, 2015, among Comerica
Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party hereto and Pulte Mortgage LLC, as
Seller (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC
on September 8, 2015
(aa)
First Amendment to Master Repurchase Agreement dated as of December 10, 2015 among Comerica
Bank, as Agent and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller
(Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on
December 14, 2015)
Ratio of Earnings to Fixed Charges at December 31, 2015 (Filed herewith)
Subsidiaries of the Registrant (Filed herewith)
Consent of Independent Registered Public Accounting Firm (Filed herewith)
Power of Attorney (filed herewith)
(a)
(b)
Rule 13a-14(a) Certification by Richard J. Dugas, Jr., Chairman, President, and Chief Executive Officer
(Filed herewith)
Rule 13a-14(a) Certification by Robert T. O'Shaughnessy, Executive Vice President and Chief Financial
Officer (Filed herewith)
Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities Exchange Act
of 1934 (Filed herewith)
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
(12)
(21)
(23)
(24)
(31)
(32)
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
91
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
February 8, 2016
PULTEGROUP, INC.
(Registrant)
By:
/s/ Robert T. O'Shaughnessy
Robert T. O'Shaughnessy
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the date indicated:
February 8, 2016
/s/ Richard J. Dugas, Jr.
Richard J. Dugas, Jr.
Chairman of the Board of Directors,
President, and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert T. O'Shaughnessy
Robert T. O'Shaughnessy
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ James L. Ossowski
James L. Ossowski
Vice President, Finance and Controller
(Principal Accounting Officer)
Brian P. Anderson
Member of Board of Directors
Bryce Blair
Member of Board of Directors
Richard W. Dreiling
Member of Board of Directors
Thomas J. Folliard
Member of Board of Directors
Cheryl W. Grisé
Member of Board of Directors
James Grosfeld
Member of Board of Directors
André J. Hawaux
Member of Board of Directors
Debra J. Kelly-Ennis
Member of Board of Directors
Patrick J. O’Leary
Member of Board of Directors
James J. Postl
Member of Board of Directors
}
}
}
}
}
}
}
}
}
}
/s/ Robert T. O'Shaughnessy
Robert T. O'Shaughnessy
Executive Vice President and
Chief Financial Officer
92
PULTEGROUP, INC.
RATIO OF EARNINGS TO FIXED CHARGES
($000’s omitted)
2015
Years Ended December 31,
2013
2012
2014
EXHIBIT 12
2011
Earnings:
Income (loss) from continuing operations before
income taxes
Fixed charges
Amortization of capitalized interest
Capitalized interest
Distributions in excess (less than) earnings of
affiliates
Income as adjusted
Fixed charges:
Interest expensed and capitalized
Portion of rents representative of interest factor
Fixed charges
Ratio of earnings to fixed charges (a)
$
$
$
$
816,023
130,814
138,141
(120,001)
(6,185)
958,792
121,672
9,142
130,814
7.3
$
$
$
$
689,758
139,422
194,728
(131,444)
(3,476)
888,988
131,069
8,353
139,422
6.4
$
$
$
$
527,822
162,418
255,065
(154,107)
767
791,965
154,819
7,599
162,418
4.9
$
$
$
$
183,554
210,394
224,291
(201,103)
$ (310,300)
231,208
189,382
(221,071)
3,324
420,460
3,628
$ (107,153)
202,395
7,999
210,394
2.0
$
$
222,383
8,825
231,208
—
Note: The ratios of earnings to fixed charges set forth above are computed on a consolidated basis. Fixed charges are
comprised of interest incurred, which includes imputed interest associated with the guaranteed debt of our 50% or less owned
affiliates, as well as a portion of rent expense, which represents the estimated interest factor and amortization of debt expense.
(a)
Earnings for year ended December 31, 2011 was inadequate to cover fixed charges. Additional earnings of $338.4
million would have been necessary to bring the ratio to 1.0.
SUBSIDIARIES OF PULTEGROUP, INC.
As of December 31, 2015
Company Name
Jurisdiction of Formation
EXHIBIT 21
Centex LLC
Centex Construction of New Mexico, LLC
Centex Development Company, L.P.
Centex Homes
Centex Homes Realty Company
Centex Hospitality Group, LLC
Centex International II, LLC
Centex Real Estate Construction Company
Centex Real Estate Corporation
Contractors Insurance Company of North America, Inc., a Risk Retention Group
Del Webb California Corp.
Del Webb Communities, Inc.
Del Webb Communities of Illinois, Inc.
Del Webb Corporation
Del Webb Home Construction, Inc.
Del Webb Texas Limited Partnership
Del Webb’s Coventry Homes, Inc.
Del Webb’s Spruce Creek Communities, Inc.
DiVosta Building, LLC
DiVosta Homes, L.P.
DiVosta Homes Holdings, LLC
GI Development Business Trust
Nomas LLC
North American Builders Indemnity Company
PH 19 Corporation
PH 43 LLC
PH 55 LLC
PH1 Corporation
PHNE Business Trust
PN II, Inc.
Potomac Yard Development LLC
Preserve I, Inc.
Preserve II, Inc.
Pulte Arizona Services, Inc.
Pulte Aviation I LLC
Pulte Development Corporation
Pulte Development New Mexico, Inc.
Pulte Home Corporation
Pulte Home Corporation of The Delaware Valley
Pulte Homes of Greater Kansas City, Inc.
Nevada
Delaware
Delaware
Nevada
Nevada
Delaware
Nevada
Nevada
Nevada
Hawaii
Arizona
Arizona
Arizona
Delaware
Arizona
Arizona
Arizona
Arizona
Michigan
Delaware
Delaware
Massachusetts
Nevada
Hawaii
Michigan
Michigan
Michigan
Michigan
Massachusetts
Nevada
Delaware
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Pulte Homes of Indiana, LLC
Pulte Homes of Michigan LLC
Pulte Homes of Minnesota LLC
Pulte Homes of New England LLC
Pulte Homes of New Mexico, Inc.
Pulte Homes of New York LLC
Pulte Homes of NJ, Limited Partnership
Pulte Homes of Ohio LLC
Pulte Homes of PA, Limited Partnership
Pulte Homes of St. Louis, LLC
Pulte Homes of Texas, L.P.
Pulte Homes of Washington, Inc.
Pulte Homes Tennessee Limited Partnership
Pulte Land Company, LLC
Pulte Mortgage LLC
Pulte Nevada I LLC
Pulte Payroll Corporation
Pulte Purchasing Corporation
Pulte RC, LLC
Pulte Realty Holdings, Inc.
Pulte Realty Limited Partnership
Pulte Texas Holdings, LLC
Pulte/BP Murrieta Hills, LLC
Pulte Homes Tennessee, Inc.
RN Acquisition 2 Corp.
Stone Creek Golf Club LLC
Indiana
Michigan
Minnesota
Michigan
Michigan
Delaware
Michigan
Michigan
Michigan
Nevada
Texas
Michigan
Nevada
Michigan
Delaware
Delaware
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
California
Michigan
Nevada
Florida
Certain subsidiaries have been omitted from this list. These subsidiaries, when considered in the aggregate as a single
subsidiary, do not constitute a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-115570, Form S-8 No. 333-123223,
Form S-8 No. 333-150961, Form S-8 No. 333-161441, Form S-8 No. 333-102255, Form S-8 No. 333-51019, and Form S-8
333-188986) of PulteGroup, Inc. and in the related Prospectuses of our reports dated February 8, 2016, with respect to the
consolidated financial statements of PulteGroup, Inc., and the effectiveness of internal control over financial reporting of
PulteGroup, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2015.
EXHIBIT 23
/s/ Ernst & Young LLP
Atlanta, Georgia
February 8, 2016
POWER OF ATTORNEY
EXHIBIT 24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Richard J. Dugas,
Jr., Robert O’Shaughnessy, Steven M. Cook, and James Ossowski, signing singly, his true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of PulteGroup, Inc. (the “Company”), the
2016 Annual Report on Form 10-K in accordance with the Securities Exchange Act of 1934, as amended, and the rules
thereunder; and,
2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and
execute any such 2016 Annual Report on Form 10-K, complete and execute any amendment or amendments thereto, and timely
file such documents with the Unites States Securities and Exchange Commission and any stock exchange, stock market or similar
authority; and,
3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, and in the best interest of, or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned’s responsibilities to comply with any rule of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign the 2016
Annual Report on Form 10-K with respect to the undersigned’s role as a director of the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January,
2016.
/s/ Brian P. Anderson
Brian P. Anderson
/s/ Bryce Blair
Bryce Blair
/s/ Thomas J. Folliard
Thomas J. Folliard
/s/ Cheryl W. Grisé
Cheryl W. Grisé
/s/ André J. Hawaux
André J. Hawaux
/s/ Debra J. Kelly-Ennis
Debra J. Kelly-Ennis
/s/ Patrick J. O’Leary
Patrick J. O’Leary
/s/ James J. Postl
James J. Postl
/s/ Richard W. Dreiling
Richard W. Dreiling
/s/ James Grosfeld
James Grosfeld
I, Richard J. Dugas, Jr., certify that:
CHIEF EXECUTIVE OFFICER'S CERTIFICATION
EXHIBIT 31(a)
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of PulteGroup, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: February 8, 2016
/s/ Richard J. Dugas, Jr.
Richard J. Dugas, Jr.
Chairman, President, and Chief Executive Officer
I, Robert T. O'Shaughnessy, certify that:
CHIEF FINANCIAL OFFICER'S CERTIFICATION
EXHIBIT 31(b)
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of PulteGroup, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: February 8, 2016
/s/ Robert T. O'Shaughnessy
Robert T. O'Shaughnessy
Executive Vice President and
Chief Financial Officer
Certification
Pursuant to 18 United States Code § 1350 and
Rule 13a-14(b) of the Securities Exchange Act of 1934
EXHIBIT 32
In connection with the Annual Report of PulteGroup, Inc. (the “Company”) on Form 10-K for the period ended December 31,
2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned herby certifies
that to his knowledge:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: February 8, 2016
/s/ Richard J. Dugas, Jr.
Richard J. Dugas, Jr.
Chairman, President, and Chief Executive Officer
/s/ Robert T. O'Shaughnessy
Robert T. O'Shaughnessy
Executive Vice President and
Chief Financial Officer
BOARD OF DIRECTORS, SENIOR LEADERSHIP AND
AREA & DIVISION MANAGEMENT
BOARD OF DIRECTORS
James Grosfeld (4)
Member of the Board of
Directors
BlackRock, Inc.
Debra J. Kelly-Ennis (1)(3)
Former President and Chief
Executive Officer
Diageo Canada, Inc.
Andre´ J. Hawaux (1)(4)
Executive Vice President
and Chief Operating Officer
Dick’s Sporting Goods, Inc.
Patrick J. O’Leary (2)(4)
Former Executive Vice
President and
Chief Financial Officer
SPX Corporation
Brian P. Anderson (1)(3)
Former Chief Financial Officer
Office Max, Incorporated
Bryce Blair (2)(4)
Former Chairman of the Board
and Chief Executive Officer
AvalonBay Communities, Inc.
Richard W. Dreiling (2)(3)
Former Chairman of the Board
and Chief Executive Officer
Dollar General Corporation
Richard J. Dugas, Jr. (4)
Chairman and Chief
Executive Officer
PulteGroup, Inc.
Thomas J. Folliard (1)(4)
President and Chief
Executive Officer
CarMax, Inc.
Cheryl W. Grise´ (2)(3)
Former Executive Vice
President
Northeast Utilities (now
Eversource Energy)
James J. Postl (2)(3)(5)
Former President and Chief
Executive Officer
Pennzoil-Quaker State
Company
(1) Audit Committee Member
(2) Compensation and
Management
Development Committee
Member
(3) Nominating and
Governance Committee
Member
(4) Finance and Investment
Committee Member
(5) Lead Director
Richard J. Dugas, Jr.
Chairman and Chief Executive
Officer
Robert T. O’Shaughnessy
Executive Vice President and
Chief Financial Officer
Anthony W. Barbee
Area President, Midwest
Area
SENIOR LEADERSHIP
Ryan R. Marshall
President
Steven M. Cook
Executive Vice President,
Chief Legal Officer and
Corporate Secretary
James R. Ellinghausen
Executive Vice President,
Human Resources
East Area
Stephen P. Schlageter
Area President
Mid-Atlantic
Jarod Blaney
New England
James R. McCabe
Northeast Corridor
Stephen P. Schlageter
Harmon D. Smith
Executive Vice President and
Chief Operating Officer
William N. Cutler
Senior Vice President,
National Homebuilding
Operations
Stephen V. Teodecki
Area President, Texas Area
Gary F. Brown
Vice President, Human
Resources
James L. Ossowski
Vice President, Finance and
Controller
Bruce E. Robinson
Vice President and Treasurer
John J. Chadwick
Area President, West Area
Gregory W. Huff
Area President, Southeast
Area
Joseph L. Drouin
Vice President, Chief
Information Officer
Peter J. Keane
Area President, Florida Area
Stephen P. Schlageter
Area President, East Area
Kimberly M. Hill
Vice President, Tax and
Assistant Secretary
Manish M. Shrivastava
Vice President, Chief
Marketing Officer
James P. Zeumer
Vice President, Investor
Relations and Corporate
Communications
AREA & DIVISION MANAGEMENT
Southeast Area
Gregory W. Huff
Area President
Charlotte / Tennessee
Jon R. Cherry
Coastal Carolinas
Charles J. Tipton
Georgia
Gregory W. Huff
Raleigh
David C. Carrier
Midwest Area
Anthony W. Barbee
Area President
Columbus / Kentucky
Keith W. Tomlinson
Cleveland
Anthony W. Barbee
Illinois / St. Louis
Greg A. Salinas
Indianapolis
Scott M. Mairn
Michigan
Brandon K. Jones
Minnesota
Graham F. Epperson
Texas Area
Stephen V. Teodecki
Area President
Central Texas
Stephen V. Teodecki
Dallas
Bryan K. Swindell
Houston
Lindy S. Oliva
San Antonio
V. Lee Darnold
Florida Area
Peter J. Keane
Area President
North Florida
Peter J. Keane
West Florida
Sean C. Strickler
Southeast Florida
Brent R. Baker
Southwest Florida
Richard H. McCormick
West Area
John J. Chadwick
Area President
Arizona
Scott R. Wright
Las Vegas
Ryan T. Breen
New Mexico
William J. Gillilan IV
Northern California
J. Steven Kalmbach
Pacific Northwest
Sam C. Colgan
Southern California
Chris A. Edgar
Pulte Financial
Services
Debra W. Still
President and Chief Executive
Officer
Information Requests
The Company’s annual report to shareholders and proxy statement together contain
substantially all the information presented in the Form 10-K report filed with the Securities and
Exchange Commission. Individuals interested in receiving the annual report, Form 10-K,
Form 10-Qs or other printed corporate literature should email the Investor Relations Department
at InvestorRelations@PulteGroup.com.
Investor Inquiries
Shareholders, securities analysts, portfolio managers and others with inquiries about the
Company should contact James P. Zeumer, Vice President of Investor Relations and Corporate
Communications, at the corporate office or call (800) 777-8583. Shareholders with inquiries
relating to shareholder records, stock transfers, change of ownership, and change of address or
dividend payments should contact:
Computershare Trust Company N.A.
P.O. Box 30170
College Station, TX 77842-3170
(877) 282-1168
www.computershare.com
Internet Address
Additional information about PulteGroup may be obtained by visiting our website at
www.pultegroupinc.com.
Annual Meeting of the Shareholders
The annual meeting of shareholders of PulteGroup, Inc., will be held at 4:00 p.m. (EDT),
Wednesday, May 4, 2016, at the Grand Hyatt Atlanta in Buckhead, 3300 Peachtree Rd., NE,
Atlanta, Georgia 30305.
Common Stock Information
Ticker Symbol: PHM
PulteGroup, Inc., is a component of the S&P 500 Composite Stock Price Index. Common stock
of PulteGroup, Inc. is listed and traded on the New York Stock Exchange, which is the principal
market for the common stock. Option trading in PulteGroup, Inc. is conducted on the Chicago
Board of Exchange.
This annual report includes “forward-looking statements.” These statements are subject to a number of risks, uncertainties
and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the
markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can
identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally
discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words “believe,”
“expect,” “intend,” “estimate,” “anticipate,” “project,” “may,” “can,” “could,” “might,” “will” and similar expressions identify
forward-looking statements, including statements related to expected operating and performing results, planned
transactions, planned objectives of management, future developments or conditions in the industries in which we participate
and other trends, developments and uncertainties that may affect our business in the future.
Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of
mortgage financing; continued volatility in the debt and equity markets; competition within the industries in which
PulteGroup operates; the availability and cost of land and other raw materials used by PulteGroup in its homebuilding
operations; the impact of any changes to our strategy in responding to the cyclical nature of the industry, including any
changes regarding our land positions; the availability and cost of insurance covering risks associated with PulteGroup’s
businesses; shortages and the cost of labor; weather related slowdowns; slow growth initiatives and/or local building
moratoria; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction
activities; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase
requirements associated with the sale of mortgage loans; the interpretation of or changes to tax, labor and environmental
laws; economic changes nationally or in PulteGroup’s local markets, including inflation, deflation, changes in consumer
confidence and preferences and the state of the market for homes in general; legal or regulatory proceedings or claims; our
ability to generate sufficient cash flow in order to successfully implement our capital allocation priorities; required accounting
changes; terrorist acts and other acts of war; and other factors of national, regional and global scale, including those of a
political, economic, business and competitive nature. See PulteGroup’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, and other public filings with the Securities and Exchange Commission (the “SEC”) for a further
discussion of these and other risks and uncertainties applicable to our businesses. PulteGroup undertakes no duty to
update any forward-looking statement, whether as a result of new information, future events or changes in PulteGroup’s
expectations.
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PulteGroup, Inc.
3350 Peachtree Road N.E.
Suite 150
Atlanta, GA 30326
pultegroupinc.com :: www.pulte.com :: www.centex.com :: www.delwebb.com :: www.divosta.com