2 0 1 7 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 www.pultegroup.com;
www.pulte.com; www.centex.com; www.delwebb.com; www.divosta.com and www.jwhomes.com.
LETTER TO THE OWNERS, CUSTOMERS, TEAM MEMBERS AND
BUSINESS PARTNERS OF PULTEGROUP:
I am extremely pleased to report that PulteGroup’s 2017 financial results show significant, double-digit
percentage gains on both the top and bottom lines. Even more important, and consistent with our strategy, we
grew the business while continuing to generate high returns on equity and invested capital. The success we
realized this year, and over the past several years, was driven by a number of factors, including: investments
we have made to acquire well located land positions; outstanding consumer-inspired designed floor plans a
renewed focus on delivering a superior customer experience; and, our steadfast commitment to building
quality homes. Although impacting many different parts of our business, there is a common thread running
through each of these elements…having great people who are passionate about what they do.
Our founder, Bill Pulte, understood decades ago that floor plans are easily replicated, but that our employees
can never be copied and that their talent and integrity are vital to our sustained success. I couldn’t agree
more, which is why having PulteGroup be a great place to work isn’t just a platitude, it is a core objective. One
that we continue to advance as demonstrated by our 2017 employee engagement scores that, as measured
by Gallup, are now in the top 5% of all companies in the world. In a market where the battle for talent is
constant, having a supportive and engaging culture is vital to hiring and retaining the best people.
Our focus on employees is driven by more than just niceties. Having an engaged and genuinely devoted
workforce is the lynchpin to realizing our goal of delivering high quality homes and a great consumer
experience…every time. I believe success in these areas is one of the drivers supporting gains in
PulteGroup’s Net Promotor Scores (NPS). For those of you not familiar with NPS, it is a customer loyalty
metric calculated based on responses to a single question: How likely is it that you would recommend our
company to a friend or colleague? The good news is that our NPS score at the time of home delivery is 50,
which is defined as excellent and ranks us among some of the global leaders recognized for customer
experience. We will never stop working to improve our customer satisfaction, but these scores tell me that we
are doing a lot of things right.
A passionate group of people working tirelessly to deliver great homes is a strong foundation upon which to
successfully grow our operations. To that end, we made the decision in late 2013 to begin ramping up our
investment in the business to further capitalize on our strong team and strategic operating improvements.
Over the following four years, our annual land acquisition spend doubled to $1.1 billion in 2017. Today, we
are reaping the reward of that investment, as our homebuilding revenues have increased at a compound
annual growth rate of 11% since 2013, including an increase of 12% to $8.3 billion last year.
Even more impressive than the expansion in top line revenues is the significant gains realized in bottom-line
earnings. On a year-over-year basis, our adjusted 2017 earnings increased 32% to $2.19 per share.*
Converting 12% top line growth into a 32% expansion of EPS was accomplished through solid operational
performance, driven by significant SG&A leverage, and an 11% reduction in shares outstanding. Consistent
with our stated capital allocation priorities, the lower share count reflects our decision to return $1.5 billion to
investors through share repurchases over the last two years.
In a world where many believe growth is good, more growth is better, and hyper growth is fantastic, our focus
remains on building a business that can generate high returns and more consistent performance over the
housing cycle. Assembling and then maintaining all the pieces needed to sustain a more predictable business
is incredibly difficult, but that is the model we are working to establish. Our financial results demonstrate that
we are moving in the right direction as our returns on invested capital and equity continue to increase.
* See Reconciliation of Non-Gaap Financial Measures immediately following the Form 10-K Exhibits
2017 ANNUAL REPORT | PulteGroup, Inc.
1
LETTER TO THE OWNERS, CUSTOMERS, TEAM MEMBERS AND
BUSINESS PARTNERS OF PULTEGROUP:
Core to successfully creating a business that can generate high returns and consistent performance is how
we handle our largest asset: land. We continue to manage our land pipeline to increase asset efficiency while
lowering overall market risk. More specifically, we are reducing the years of land we own and targeting
development of smaller, faster-turning projects that we expect will generate high returns. Between 2014 and
2017, we approved over 600 new communities at an average size of 136 lots and 2.9 years of supply. This
investment discipline allowed us to end 2017 owning 4.2 years of lots, down from 5.6 years just two years
ago. While it will take time, our long-term goal remains to lower our owned land position to just three years.
Along with targeting shorter-duration projects, we continue to invest with a view toward having a more
balanced business across the different buyers we serve. In 2017, deliveries by buyer group were 30% first
time, 46% move up and 24% active adult. Given our current sales mix, we see opportunity to expand our
presence among first-time buyers as more Millennials enter the market for new homes. This demographic
represents an estimated 80 million people, with the oldest Millennials just reaching the stage in life when
homebuying becomes a higher priority. While 30% of our closings in 2017 were to first-time buyers, more than
35% of the lots we approved for purchase in 2017 are expected to serve first-time buyers in the future. These
communities will be opening in 2018 and beyond, so any resulting change in product mix will be gradual, but
the direction grows increasingly clear.
As the largest generation, it is easy to get fixated on the Millennials. However, baby boomers number almost
75 million and are considered the wealthiest generation in history. Our Del Webb brand has been catering to
these buyers for more than 60 years, and it remains the standard for highly amenitized, active-adult
communities. Rather than resting on our reputation, we are working to ensure our products remain current
with today’s boomers. For example, we are expanding our market presence by opening more intimate, urban
neighborhoods that target these buyers through our Centex and Pulte brands. We are also undertaking a
complete refresh of our active-adult floorplans to ensure our homes offer the latest features and an even
greater value proposition.
By thoughtfully investing in our business and using our unmatched portfolio of well-established brand names,
we seek to expand our presence among each of the buyer groups we serve. This strategy supports our efforts
to grow our business while further diversifying our customer base.
Continued Expansion of Housing Demand
Along with the demographic tailwinds provided by Millennials and baby boomers, we believe the strong
economy, low unemployment and high consumer confidence we are enjoying today can support higher
demand over the coming years. In fact, over the past 50-plus years, new home sales in the U.S. have
averaged 650,000 houses per year. After seven years of gradual housing recovery since 2011, national new
home sales still remain 8% below this average. As a result, we are optimistic that the current recovery in
demand can continue.
Against this backdrop, we recognize that the recent rise in mortgage rates may represent a headwind to
demand and affordability. However, given that rates are rising from a historically low point, and that the
increase is being driven in response to the accelerating economy, we believe housing demand can move
higher.
2
PulteGroup, Inc.
| 2017 ANNUAL REPORT
LETTER TO THE OWNERS, CUSTOMERS, TEAM MEMBERS AND
BUSINESS PARTNERS OF PULTEGROUP:
While we continue to have a positive view on future demand, we must remain disciplined in our business
practices. This includes how and where we invest in land, maximizing our production of build-to-order homes,
and continuing to drive production and overhead efficiencies. We have put the Company in an outstanding
market position heading into 2018, and I want to make sure we capitalize on the ensuing opportunities.
At the Intersection of Technology
It would be fair to say that the homebuilding industry is rarely viewed as a hotbed of technological innovation.
I believe this image is about to change. Not just change, but to be shattered, as innovative new ideas are
impacting every facet of our business. From sales, where numerous internet-based businesses are facilitating
real estate transactions, to construction, where new building processes and offsite manufacturing increasingly
fill the void created by scarce labor resources, the industry is evolving.
The home itself, of course, grows increasingly “smart” and connected allowing homeowners to control key
systems through the tap of a screen or a simple voice command. The computer controlled home of sci-fi
dreams is quickly becoming a reality, as are driverless cars which will impact how and where communities get
developed in the future.
While technology will continue to have a tremendous positive impact on homebuilding and homeownership, it
does add layers of complexity to our business. Given the rate of change, which will only be accelerating, I
believe we need to be actively engaged in the process rather than being forced to adapt down the road. From
marketing and sales to construction and financing, we are working to intelligently integrate innovation into our
production processes. Examples of this include our construction of an innovative Smart Neighborhood in
partnership with Georgia Power and the national rollout of our new Smart Home offering to consumers later in
2018. Our technology initiatives are still in their infancy, but the projects we are undertaking provide unique
opportunities to learn. Home-related technologies are advancing and multiplying at such a rapid pace and we
see the education provided by these pilot programs to be invaluable.
Business Summary
The gains realized in 2017 have helped put PulteGroup in a strong competitive and financial position. Our
operations are well positioned within their markets. We have the people, land and financial resources needed
to continue expanding our business. We are also operating in a favorable macro environment that should
support increasing housing demand for the next several years.
Our strong business platform reflects a lot of hard work by an incredibly talented team of people who are
passionately committed to our Company’s success. I saw the true character of this team when tragedy struck
in the form of Hurricanes Harvey and Irma. Hearts, hands, homes and wallets were opened without hesitation
and with only one question: “What else can I do to help?” Having seen this first hand, I am not surprised at the
strength of our employee engagement scores and the overwhelming feeling that our Company is a great
place to work.
2017 ANNUAL REPORT | PulteGroup, Inc.
3
LETTER TO THE OWNERS, CUSTOMERS, TEAM MEMBERS AND
BUSINESS PARTNERS OF PULTEGROUP:
The Passing of a Legend
As I write this letter, our Company founder and industry icon Bill Pulte passed away on March 7, 2018. Bill’s
founding of this Company is one of those amazing tales that has only grown richer with the passage of time.
An 18-year old Bill walks away from a college scholarship to chase a dream. On a plot of land donated by an
aunt, with a floor plan purchased from the newspaper and tools given as high school graduation gifts, Bill
builds his first home and in the process, launches a business that has spanned seven decades and delivered
over 700,000 homes.
Bill leaves behind countless family and friends whose lives were made better by knowing this talented,
successful and humble man who loved his God, his family and his Pulte family. A man who always said that
he never worked a day in his life because he so loved what he did. Bill’s legacy will survive for generations to
come, and may we all take to heart these simple ideals that guided his life. We will miss Bill’s colorful
sweaters and even more colorful personality, but he can rest assured that his spirit is threaded into the very
fabric of the Company that so proudly carries his name. We are committed to carrying his legacy forward for
at least another 70 years.
Sincerely,
Ryan Marshall
President and Chief Executive Officer
4
PulteGroup, Inc.
| 2017 ANNUAL REPORT
UNITED STATES
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, 2017
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 Shares, 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. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting
company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated
filer [X]
Accelerated
filer [ ]
Non-accelerated filer
[ ]
Smaller reporting
company [ ]
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
The aggregate market value of the registrant’s voting shares held by nonaffiliates of the registrant as of June 30, 2017, based on the
closing sale price per share as reported by the New York Stock Exchange on such date, was $7,393,482,685.
As of February 1, 2018, the registrant had 286,465,036 shares of common shares outstanding.
Applicable portions of the Proxy Statement for the 2018 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 Shareholder 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
16
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 Shareholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Part IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
Page
No.
3
9
15
15
15
15
16
17
19
21
41
43
87
87
89
89
89
89
89
89
90
93
94
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 shares trade 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. We offer a broad product line to meet the needs of homebuyers in
our targeted markets. Through our brands, which include Centex, Pulte Homes, Del Webb, DiVosta Homes, and John Wieland
Homes and Neighborhoods, 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 700,000 homes.
As of December 31, 2017, we conducted our operations in 47 markets located throughout 25 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, 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 3 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)
2017
2016
2015
2014
2013
Home sale revenues
$ 8,323,984
$ 7,451,315
$ 5,792,675
$ 5,662,171
$ 5,424,309
Home closings
21,052
19,951
17,127
17,196
17,766
After several years of declining sales volume, new home sales in the U.S. increased in 2012 for the first time since 2005,
beginning a multi-year recovery in demand. This trend continued in 2017 as new home sales in the U.S. rose 8% over 2016 to
approximately 608,000 homes, approximately double the number from 2011, the bottom of the most recent housing downturn.
Additionally, mortgage interest rates remain near historic lows and the overall inventory of homes available for sale, especially
new homes, remains low. Although the recovery in housing demand has been slow by historical standards, the improved
demand environment and actions we have taken to improve business performance have contributed to significant increases in
our income before income taxes for the period 2013 - 2017. We continue to believe that the national publicly-traded builders
will have a competitive advantage over local builders through their ability to access more reliable and lower cost financing
through the capital markets, control and entitle large land positions, gain better access to scarce labor resources, and achieve
greater geographic and product diversification. Among our national publicly-traded peer group, we believe that builders with
broad geographic and product diversity and sustainable capital positions will benefit as market conditions continue to 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:
• Invest capital consistent with our stated priorities: invest in the business, fund our dividend, and routinely return
excess funds to shareholders through share repurchases;
• Growth within our existing markets by appropriately expanding share among our primary buyer groups: first time,
move-up and active adult;
• Maintain disciplined business practices to maximize gross and operating margins;
• Shorten the duration of our owned land pipeline to improve returns and reduce risks;
• Focus on building-to-order while maintaining tight controls on the construction of speculative homes; and
• Drive operational gains and asset efficiency in support of high returns over the housing cycle.
Our Homebuilding operations are geographically diverse within the U.S. As of December 31, 2017, we had 790 active
communities spanning 47 markets across 25 states. Sales prices of unit closings during 2017 ranged from approximately
$100,000 to over $2,000,000, with 90% falling within the range of $200,000 to $750,000. The average unit selling price in 2017
was $395,000, compared with $373,000 in 2016, $338,000 in 2015, $329,000 in 2014, and $305,000 in 2013. The increase in
average selling price in recent years resulted from a number of factors, including favorable market conditions, a shift in our
sales mix toward move-up homebuyers, and changes in the geographical mix of homes sold. Our average unit selling price in
2016 was also impacted by our acquisition in January 2016 of substantially all of the assets of JW Homes ("Wieland), which are
geared toward move-up homebuyers.
Sales of single-family detached homes, as a percentage of total unit sales, were 88% in 2017, compared with 87% in
2016, 86% in 2015, 86% in 2014, and 85% in 2013. The increase in the percentage of single-family detached homes can be
attributed to a shift in our business toward move-up homebuyers, who tend to prefer detached homes.
Backlog, which represents orders for homes that have not yet closed, was $4.0 billion (8,996 units) at December 31,
2017 and $2.9 billion (7,422 units) at December 31, 2016. 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, 2017, substantially all
are scheduled to be closed during 2018, 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. 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 meet the needs of consumers. 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 can serve to reduce 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 periodically sell land not required by our homebuilding operations. 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, when needed, local government
authorities who construct sewer and water systems in some areas. At December 31, 2017, we controlled 141,409 lots, of which
89,253 were owned and 52,156 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 homebuyer 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 needs of potential homebuyers are
understood, we link our home design and community development efforts to the specific lifestyle of each consumer group.
Through our understanding of each consumer group, we are able to provide homes that better meet the needs and wants of each
homebuyer.
Our homes targeted to first-time homebuyers tend to be smaller with product offerings geared toward lower average
selling prices or higher density. Move-up homebuyers 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 homebuyers 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 homebuyer 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 homebuyer communities.
Portion of home closings:
2017
2013
First-Time
Move-Up
Active Adult
30%
35%
45%
34%
25%
31%
As illustrated in the above table, our sales mix has shifted in recent years toward the move-up homebuyer where demand
has been stronger. This shift in U.S. housing demand occurred primarily due to financial challenges facing the first-time
homebuyer, despite a generally recovering U.S. economy, including the overhang of consumer debt, especially student loans
related to higher education, and a more restrictive mortgage lending environment. However, the first-time homebuyer has
5
historically played a major role in new housing, and we believe that our first-time homebuyer volume has been increasing
recently and will continue to increase in coming years.
We market our homes to prospective homebuyers through internet listings and link placements, mobile applications,
media advertising, illustrated brochures, and other advertising displays. We have made significant enhancements in our tools
and business practices to adapt our selling efforts to today's tech-enabled customers. In addition, our websites (www.centex.com,
www.pulte.com, www.delwebb.com, www.divosta.com, and www.jwhomes.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.
Our sales teams, in many 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 seeks to ensure that homebuyers are comfortable at every stage of the process. Fully furnished
and landscaped model homes physically located in our communities, which leverage the expertise of our interior designers, are
generally used to showcase our homes and their distinctive design features. We are also introducing virtual reality walkthroughs
of our house floor plans in certain communities to provide prospective homebuyers a more cost effective means to provide a
realistic vision of our homes.
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 house floor plans and elevations in each community, including potential
options and upgrades, such as different flooring, countertop, fixture, 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 heating, ventilation, and air conditioning systems and insulation, low-emissivity windows,
solar power in certain geographies, and other energy-efficient 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 generally are priced
on a fixed-price basis. Using a selective process, we have teamed up with what we believe are premier subcontractors and
suppliers to deliver quality throughout all aspects of the house construction process.
Continuous improvement in our house construction process is a key area of focus. We seek to build superior quality
homes while maintaining efficient construction operations by using standard materials and components from a variety of
sources and by using industry and company-specific construction practices. We are improving our product offerings and
production processes through the following programs:
• Common management of house plans to deliver 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;
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 ability to consistently source qualified labor at reasonable prices remains challenging as labor supply growth has not
kept pace with construction demand. Additionally, the cost of certain building materials, especially lumber, steel, concrete,
copper, and petroleum-based materials, is influenced by changes in global commodity prices, national tariffs, and other foreign
trade expenses. To protect against changes in construction costs, labor and materials costs are generally established prior to 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 costs. We are also working to establish a more integrated
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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.
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 2017. 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 Federal Housing Administration ("FHA") and Department of Veterans Affairs
("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 targeted to supporting our Homebuilding operations, the business levels of our
Financial Services operations are highly correlated to Homebuilding. For homes sold, we originated the mortgage loans of 66%
in 2017, 65% in 2016, 65% in 2015, 61% in 2014, and 64% in 2013. 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 80% in 2017, 81% in
2016, 83% in 2015, 80% in 2014, and 80% in 2013.
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
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and costs inherent in servicing loans. This strategy results in owning the loans and related servicing rights for only a short
period of time.
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, 2017, we employed 4,810 people, of which 879 people were employed in our Financial Services
operations. Except for a small group of employees, 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,
which is generally 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.
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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.
The homebuilding industry is cyclical and a deterioration in industry conditions or downward changes in general economic
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
that could adversely affect our financial condition.
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. During this period, we incurred significant losses, including impairments of our land
inventory and certain other assets. Since 2011, overall industry new home sales have increased, and we returned to profitability
beginning in 2012. However, the recovery in housing demand has been slow by historical standards and the adjustments we
have made to our operating strategy may not be successful if the current housing market were to deteriorate significantly.
If the market value of our land and homes drops significantly, our profits could decrease and result in write-downs of the
carrying values of land we own.
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. At times we have been required to record significant write-downs of the carrying value of our land
inventory, and we have elected not to exercise options to purchase land, even though that required us to forfeit deposits and
write-off pre-acquisition costs. Although we have taken efforts to reduce our exposure to costs of that type, a certain amount of
exposure is inherent in our homebuilding business. If market conditions were to deteriorate in the future, we could again be
required to record significant write downs to our land inventory, which would decrease the asset values reflected on our balance
sheet and adversely affect our earnings and our stockholders' equity.
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 years 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 as well as government regulation. During 2017, we experienced increases in the prices of
some building materials and shortages of skilled labor in some areas. 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.
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Products supplied to us and work done by subcontractors can expose us to risks that could adversely affect our business.
We rely on subcontractors to perform the actual construction of our homes, and, in some cases, to select and obtain
building materials. Despite our detailed specifications and quality control procedures, in some cases, subcontractors may use
improper construction processes or defective materials. Defective products widely used by the homebuilding industry can result
in the need to perform extensive repairs to large numbers of homes. The cost of complying with our warranty obligations may
be significant if we are unable to recover the cost of repairs from subcontractors, materials suppliers and insurers.
We also can suffer damage to our reputation, and may be exposed to possible liability, if subcontractors fail to comply
with applicable laws, including laws involving actions or matters that are not within our control. When we learn about possibly
improper practices by subcontractors, we attempt to cause the subcontractors to discontinue them and may terminate the use of
such subcontractors. However, attempts at mitigation may not avoid claims against us relating to actions of or matters relating
to our subcontractors.
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. We experience 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 Corporation ("Centex"), which we acquired in 2009, 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 Pulte Mortgage.
Mortgage interest rates have remained 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
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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.
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. Additionally, the
availability of FHA and VA mortgage financing is an important factor in marketing some of our homes.
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
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. On December 22, 2017, a law commonly
known as the Tax Cuts and Jobs Act (the "Tax Act") was enacted. While the Tax Act lowers the tax rates applicable to many
businesses and individuals, it also, among other things, (i) limits the federal deduction for mortgage interest so that it only
applies to the first $750,000 of a new mortgage (as compared to $1 million under previous tax law), (ii) introduces a $10,000
cap on the federal deduction for state and local taxes, including real estate taxes, and (iii) eliminates the federal deduction for
interest on home equity loans. While the ultimate impact of the Tax Act is not known, these tax changes may raise the overall
cost of home ownership in certain of our existing or future communities, lessen the perceived financial benefits of home
ownership, or otherwise reduce demand for our homes. 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 and other capital needs. 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, 2017, we had cash, cash equivalents,
and restricted cash of $306.2 million as well as $764.5 million available under our revolving credit facility, net of outstanding
letters of credit. However, our internal sources of liquidity and revolving credit facility 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 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, 2017, we had outstanding letters of credit and surety bonds totaling $235.5 million and $1.2 billion, respectively.
These letters of credit are generally 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. Homebuilders compete not only for homebuyers, but also for desirable
land, financing, raw materials, skilled management, and labor resources. We compete in each of our markets with numerous
national, regional, and local homebuilders on the basis of location, price, quality, reputation, design, community amenities, and
our customers' overall sales and homeownership experiences. This competition with other homebuilders could reduce the
number of homes we deliver or cause us to accept reduced margins to maintain sales volume. Competition can also affect our
ability to procure suitable land, raw materials, and skilled labor at acceptable prices or other terms.
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.
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The loss of the services of members of our senior management or a significant number of our operating employees could
negatively affect our business.
Our success depends upon the skills, experience, and active participation of our senior management, many of whom
have been with the Company for a significant number of years. If we were to lose members of our senior management, we
might not be able to find appropriate replacements on a timely basis, and our operations could be negatively affected. Also, the
loss of a significant number of operating employees in key roles or geographies where we are not able to hire qualified
replacements could have a material adverse effect on our business.
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.
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.
We may not realize our deferred tax assets.
As of December 31, 2017, we had deferred tax assets, net of deferred tax liabilities, of $713.9 million, against which we
provided a valuation allowance of $68.6 million. The ultimate realization of our deferred tax assets is dependent upon
generating future taxable income. While we have recorded valuation allowances against certain of our deferred 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 or income tax 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 or income tax 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, as amended, expires June 1, 2019, 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.
Our ability to use certain of Centex's federal losses and credits is limited under Section 382 of the IRC. We do not
believe that the Section 382 limitations will prevent us from utilizing these Centex losses and credits. We do believe that full
utilization of certain state NOL carryforwards will be limited due to Section 382.
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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.
The Tax Act enacted on December 22, 2017, makes broad and complex changes to the U.S. tax code, including, but not
limited to, the following that impact us: (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent;
(2) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (3)
creating a new limitation on deductible interest expense; (4) repealing the domestic production activities deduction; (5) limiting
the deductibility of certain executive compensation; and (6) limiting certain other deductions. While we continue to evaluate the
effects of the Tax Act, we have recorded a net tax expense of $172.1 million in 2017 related to the remeasurement of our
deferred tax balance and other effects. We expect that the Tax Act will have a favorable impact on our financial results
beginning in 2018. In the absence of guidance on various uncertainties and ambiguities in the application of certain provisions
of the Tax Act, we will use what we believe are reasonable interpretations and assumptions in applying the Tax Act. However, it
is possible that the IRS could issue subsequent guidance or take positions in an audit that differ from our prior interpretations
and assumptions, which could have a material adverse effect on our cash tax liabilities, results of operations, or financial
condition.
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. 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, safety, 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
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.
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
13
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. In 2017, Hurricanes Harvey and Irma caused disruptions in our Texas
and Florida operations, respectively, but did not result in a material impact to our 2017 results of operations.
Inflation may result in increased costs that we may not be able to recoup.
Inflation can adversely affect us by increasing costs of land, materials, and labor. In addition, significant inflation is often
accompanied by higher interest rates, which may have a negative impact on demand for our homes. In an inflationary
environment, economic conditions and other market factors may make it difficult for us to raise home prices enough to keep up
with the rate of inflation, which would reduce our profit margins. Although the rate of inflation has been historically low for the
last several years, we currently are experiencing increases in the prices of labor and materials above the general inflation rate.
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
errors by our employees or cyber-attacks or errors by third-party vendors who have access to our confidential data, or that of
our customers. While we are continuously working to improve our information technology systems and provide employee
awareness training around phishing, malware, and other cyber risks to enhance our levels of protection, to the extent possible,
against cyber risks and security breaches, and monitor to prevent, detect, address and mitigate the risk of unauthorized access,
misuse, computer viruses and other events that could have a security impact, there is no assurance that advances in computer
capabilities, new technologies, methods or other developments will detect or prevent security breaches and safeguard access to
proprietary or confidential information. If our computer systems and our back-up systems are damaged, breached, or cease to
function properly, or if there are intrusions of critical infrastructure such as the power grid or communications systems, we
could suffer extended interruptions in our operations or unintentionally allow misappropriation of proprietary or confidential
information (including information about our employees, homebuyers and business partners). Any such disruption could
damage our reputation, result in market value declines, lead to legal proceedings against us by affected third-parties resulting in
penalties or fines, and require us to incur significant costs to remediate or otherwise resolve these issues.
We can be injured by improper acts of persons over whom we do not have control or by the attempt to impose liabilities or
obligations of third parties on us.
Although we expect all of our employees, officers, and directors to comply at all times with all applicable laws, rules,
and regulations, there may be instances in which subcontractors or others through whom we do business engage in practices
that do not comply with applicable laws, regulations, or governmental guidelines. When we learn of practices that do not
comply with applicable laws or regulations, including practices relating to homes, buildings, or multifamily rental properties we
build or finance, we move actively to stop the non-complying practices as soon as possible, and we have taken disciplinary
action regarding employees of ours who were aware of non-complying practices and did not take steps to address them,
including in some instances terminating their employment. However, regardless of the steps we take after we learn of practices
that do not comply with applicable laws or regulations, we can in some instances be subject to fines or other governmental
penalties, and our reputation can be injured, due to the practices' having taken place.
14
The homes we sell are built by employees of subcontractors and other contract parties. We do not have the ability to
control what these contract parties pay their employees or subcontractors or the work rules they impose on their employees or
subcontractors. However, various governmental agencies are trying to hold contract parties like us responsible for violations of
wage and hour laws and other work-related laws by firms whose employees are performing contracted for services.
Governmental rulings or changes in state or local laws that make us responsible for labor practices by our subcontractors could
create substantial exposures for us in situations that are not within our control.
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, Georgia 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 daily 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.
15
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is certain information with respect to our executive officers.
ff
Name
RR
Ryan R. Marshall
Robert T. O'Shaughnessy
James R. Ellinghausen
Harmon D. Smith
Todd N. Sheldon
James L. Ossowski
Age Position
43
52
59
54
50
49
President and Chief Executive Officer
ff
Executive Vice President and Chief Financial Officer
ff
Executive Vice President, Human Resources
Executive Vice President and Chief Operating Officer
ff
Executive Vice President, General Counsel and Corporate Secretary
Senior Vice President, Finance
VV
The following is a brief account of the business experience of each officer during the past five years:
ff
r
YearYY Became
An Executive
Officer
2012
2011
2005
2011
2017
2013
yy
Mr. Marshall was appointed Chief Executive Officer in September 2016. Previously
, he held the position of President
ff
since February 2016 and Executive Vice President, Homebuilding Operations since May 2014. He was appointed
President, Southeast in November 2012; Area President, Florida in May 2012; and Division President, South Florida in 2006.
Area
VV
ff
Mr. O'Shaughnessy was appointed Executive Vice President and Chief Financial Of
ficer in May 201
VV
1.
Mr. Ellinghausen was appointed Executive Vice President, Human Resources in December 2006.
VV
ff
Mr. Smith was appointed Executive Vice President and Chief Operating Of
fice in February 2016 and previously held the
VV
positions of Executive Vice President, Field Operations since May 2014 and Homebuilding Operations and
TT
Texas since May 2012. He served as an
Area President over various geographical markets since 2006.
VV
Area President,
Mr. Sheldon was appointed Executive Vice President, General Counsel and Corporate Secretary in March 2017. Prior to
joining our company, he served as Executive
Americold Logistics from June
2013 to March 2017 and in various legal positions at SuperValu from February 2008 to May 2013, most recently as Executive
.
Vice President, General Counsel and Secretary
VV
VV
VV
Vice President, General Counsel and Secretary at
VV
yy
Mr. Ossowski was appointed Senior Vice President, Finance in February 2017 and previously held the positions of
VV
Vice VV
President, Finance and Controller since February 2013 and Vice President, Finance - Homebuilding Operations since
2010.
VV
August
ff
There is no family relationship between any of the officers. Each of
ficer serves at the pleasure of the Board of Directors.
ff
16
PARPP
TRR II
AA
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELA
YY
AA
TED SHAREHOLDER MA
TTERS
Y
AND ISSUER PURCHASES OF EQUITY
F
SECURITIES
Our common shares are listed on the New York Stock Exchange (Symbol: PHM).
YY
Related Shareholder Matters
rr
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, 2017
December 31, 2016
High
Low
Declared
Dividend
High
Low
Declared
Dividend
$
24.05
$
18.18
$
24.73
27.51
34.60
21.41
23.81
26.68
0.09
0.09
0.09
0.09
$
18.82
$
14.61
$
19.80
22.40
20.66
16.60
19.04
17.69
0.09
0.09
0.09
0.09
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
At February 1, 2018, there were 2,325 shareholders of record.
r
Issuer Pur
chases of Equity Securities
Total number
of shares
purchased
Average
AA
price paid
per share
281,900
$
2,423,700
4,877,262
7,582,862
$
29.76
32.23
33.71
33.09
Total number of
shares purchased
as part of publicly
announced plans
or programs
Approximate dollar
value of shares
that may yet be
purchased under
the plans or
programs
(((
($000’
s omitted))))
281,900
2,423,700
4,865,706
7,571,306
$
$
$
336,561 (1)
258,455 (1)
94,441 (1)
October 1, 2017 to October 31, 2017
November 1, 2017 to November 30, 2017
December 1, 2017 to December 31, 2017
TotalTT
(1)
The Board of Directors approved a share repurchase authorization totaling $1.0 billion in July 2016, of which $94.4
million remained available as of December 31, 2017. During 2017, we repurchased 35.4 million shares under this
program. In January 2018, the Board of Directors approved an increase of $500.0 million to our share repurchase
authorization. There is no expiration date for this program.
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.
17
Performance Graph
The following line graph compares, for the fiscal years ended December 31, 2013, 2014, 2015, 2016, and 2017, (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.
WW
PP
F
COMPARISON OF
FIVE
PP
AMONG PULTEGROUP
LL
Fiscal YearYY Ended
AA
YEAR CUMULATIVE
500 INDEX,
, INC., S&P
P
r
December 31, 2017
r
L
TOTALTT RETURN*
AND PEER INDEX
PULTEGROUP, INC.
PP
S&P 500 Index -
P
TT
Total Return
Dow Jones U.S. Select Home Construction
Index
2012
2013
2014
2015
2016
2017
$
100.00
$
113.15
$
120.58
$
101.85
$
107.07
$
196.37
100.00
132.39
150.51
152.59
170.84
208.14
100.00
118.41
124.50
131.29
134.20
214.93
* Assumes $100 invested on December 31, 2012, and the reinvestment of dividends.
18
ITEM 6.
SELECTED FINANCIAL DAL
TAA ATT
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.
r
Years Ended December
31,
YY
(000’s omitted, except per shar
r
e data)
OPERATING DATAA A:TT
Homebuilding:
Revenues
Income before income taxes
Financial Services:
Revenues
Income before income taxes
Consolidated results:
Revenues
Income before income taxes
Income tax (expense) benefit
Net income
PER SHARE DATA:TT
Net income per share:
Basic
Diluted
Number of shares used in calculation:
Basic
ff
Effect of dilutive securities
Diluted
Shareholders’ equity
Cash dividends declared
2017
2016
2015
2014
2013
$ 8,381,090
$ 7,487,350
$ 5,841,211
$ 5,696,725
$ 5,538,644
$
$
$
865,332
192,160
73,496
$
$
$
860,766
181,126
73,084
$
$
$
757,317
140,753
58,706
$
$
$
635,177
125,638
54,581
$
$
$
479,113
140,951
48,709
$ 8,573,250
$ 7,668,476
$ 5,981,964
$ 5,822,363
$ 5,679,595
$
$
$
$
$
$
$
$
$
$
938,828
(491,607)
447,221
1.45
1.44
305,089
1,725
306,814
933,850
(331,147)
602,703
1.76
1.75
339,747
2,376
342,123
$
$
$
$
$
$
$
$
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
370,377
3,725
374,102
383,077
3,789
386,866
12.19
0.15
14.49
0.36
$
$
14.60
0.36
$
$
13.63
0.33
$
$
13.01
0.23
$
$
19
BALANCE SHEET DATA:TT
House and land inventory
Total assets
Notes payable
Shareholders’ equity
OTHER DATAA A:TT
Markets, at year-end
Active communities, at year-end
Closings (units)
Net new orders (units)
Backlog (units), at year-end
AA
Average selling price (per unit)
December 31,
($000’s omitted)
r
2017
2016
2015
2014
2013
$ 7,147,130
$ 6,770,655
$ 5,450,058
$ 4,392,100
$ 3,978,561
9,686,649
3,006,967
4,154,026
10,178,200
3,129,298
4,659,363
9,189,406
2,109,841
4,759,325
8,560,187
1,831,593
4,804,954
8,719,886
2,051,431
4,648,952
r
Years Ended December
31,
YY
2017
2016
2015
2014
2013
47
790
21,052
22,626
8,996
49
726
19,951
20,326
7,422
50
620
17,127
18,008
6,731
49
598
17,196
16,652
5,850
48
577
17,766
17,080
5,772
$
395,000
$
373,000
$
338,000
$
329,000
$
305,000
Gross margin from home sales (a)
22.4%
25.0%
26.9%
26.7%
24.1%
(a)
epr
esents the amortization of capitalized inter
Homebuilding interest expense, which r
rr
est, and land impairment
rr
rr
rr
rr
evenues.
rr
charges ar
e included in home sale cost of r
r
20
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
Demand conditions continued to improve in the overall U.S. housing market in 2017. Although the recovery in
housing demand has been slow by historical standards, the growth in demand for new homes is being supported by job creation,
high consumer confidence, a supportive interest rate environment, and a limited supply of new homes. 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 through dividends and share repurchases.
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. Our focus continues to be on adding volume growth to
the efficiency gains we have achieved in recent years. Our prior investments are allowing us to grow the business, as evidenced
by 11% growth in net new orders and a 12% increase in home sale revenues to $8.3 billion. We achieved this growth while also
maintaining our focus on gross margin performance through community location, strategic pricing, and construction
efficiencies.
During 2017, we opened approximately 250 new communities across our local markets as a result of increased land
investment over the last few years. This volume of new community openings can present a challenge in today's environment
where entitlement and land development delays are common. We have grown our investment in the business in a disciplined
manner by emphasizing smaller projects and working to shorten our years of land supply, including the use of land option
agreements when possible. We have also focused our land investments on closer-in locations where we think demand is more
sustainable when the market ultimately moderates. We have accepted the trade-off of having to pay more for certain land
positions where we can be more confident in future performance. Leveraging our increased land investments, we expect to open
a similar number of new communities in 2018 as in 2017, which we expect will help our volume grow in 2018.
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 2017:
• Continued land investment spending to support future growth, which contributed to a 12% increase in home
sale revenues;
• Committed to a plan we announced in May 2017 to sell select non-core and underutilized land parcels
following a strategic review of our land portfolio (see Note 2 to the Consolidated Financial Statements);
• Ended the year with a debt to total capitalization ratio of 42.0%, which is slightly above our targeted range of
30.0% to 40.0%, and a cash, cash equivalents, and restricted cash balance of $306.2 million with no
borrowings outstanding under our unsecured revolving credit agreement;
• Maintained our quarterly dividend at $0.09 per share; and
• Repurchased $910.3 million of shares under our share repurchase plan.
21
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
Net income
Per share data - assuming dilution:
Net income
r
Years Ended December
31,
YY
2017
2016
2015
$
$
$
865,332
73,496
938,828
(491,607)
447,221
1.44
$
$
$
860,766
73,084
933,850
(331,147)
602,703
1.75
$
$
$
757,317
58,706
816,023
(321,933)
494,090
1.36
• Homebuilding income before income taxes improved each year from 2015 to 2017. Revenues increased each year
gin percentage. Homebuilding income before
and overhead leverage improved, which offset declines in gross mar
income taxes also reflected the following significant income (expense) items ($000's omitted):
ff
Land inventory impairments (see Note 2))
WW
Warranty claim (see
Note 11))
Net realizable value adjustments ("NRV") -
land held for sale (see Note 2))
RR
Insurance reserve adjustments (see Note 11))
Write-of
ff
fs of insurance receivables (see
WW
11))
Note
Restructuring costs from corporate office
relocation and other actions
ff
ff
fs of deposits and pre-acquisition
WW
Write-of
costs (see Note 2))
Impairments of unconsolidated entities (see
Note 2))
Applecross matter (see Note 11))
Settlement of disputed land transaction (see
Note 11))
Home sale cost of
revenues
Home sale cost of
revenues
Land sale cost of
revenues
Selling, general and
administrative
expenses
Selling, general and
administrative
expenses
Selling, general and
administrative
expenses
Other expense, net
Other expense, net
Other expense, net
Other expense, net
Other expense, net
2017
(88,952)
2016
2015
(1,074)
(7,347)
(12,389)
—
(83,576)
(1,105)
—
901
95,120
55,243
62,183
(29,624)
—
—
—
(10,030)
(3,826)
—
(11,367)
(11,643)
(17,157)
(2,463)
(5,021)
(8,017)
—
—
—
—
—
(15,000)
(20,000)
—
$ (138,805) $
(766) $
24,427
For additional information on the above, see the applicable Notes to the Consolidated Financial Statements.
• The increase in Financial Services income in 2017 compared with 2016 and 2015 was primarily due to an increase
in mortgage origination volume resulting from higher volumes in the Homebuilding segment, partially offset by
lower revenue per loan as the mortgage origination market has become more competitive. During 2015, we reduced
our loan origination liabilities by $11.4 million, which favorably impacted Financial Services income. See Note 11.
ff
ff
• Our effective tax rate was
52.4%, 35.5% and 39.5% for 2017, 2016, and 2015, respectively. The effective tax rate for
2017 reflects the impact of the TaxTT Act, enacted on December 22, 2017. In connection with our initial analysis of the
impact of the TaxTT Act, we have recorded a provisional amount of net tax expense of $172.1 million in the year ended
December 31, 2017 related to the remeasurement of our deferred tax balance and other effects. See
Note 8.
ff
ff
22
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 (b)
Selling, general, and administrative expenses
("SG&A") (c)
Other expense, net (d)
Income before income taxes
t
:
A
pp
Supplemental data
Gross margin from home sales (a)
SG&A % of home sale revenues
Closings (units)
Average selling price
AA
Net new orders (e)( ):
(c)
Units
Dollars
Cancellation rate
Active communities at December 31
:
Backlog at December 31
g
Units
Dollars
r
Years Ended December
31,
YY
FY 2017 vs.
Y
FY 2016
Y
2016
FY 2016 vs.
Y
FY 2015
Y
2015
2017
$ 8,323,984
57,106
8,381,090
(6,461,152)
(134,449)
12 % $ 7,451,315
58 %
36,035
12 %
7,487,350
16 % (5,587,974)
(32,115)
319 %
(891,581)
(28,576)
(7)%
(42)%
$
865,332
1 % $
(957,150)
(49,345)
860,766
29 % $ 5,792,675
(26)%
48,536
28 %
5,841,211
32 % (4,235,945)
(35,858)
(10)%
20 %
184 %
14 % $
(794,728)
(17,363)
757,317
22.4%
10.7%
21,052
395
$
22,626
$ 9,361,534
(260) bps
(210) bps
6 %
6 % $
25.0%
12.8%
19,951
373
(190) bps
(90) bps
16 %
10 % $
26.9%
13.7%
17,127
338
20,326
11 %
21 % $ 7,753,399
18,008
13 %
23 % $ 6,305,380
14%
790
9 %
15%
726
17 %
14%
620
8,996
$ 3,979,064
21 %
7,422
35 % $ 2,941,512
10 %
6,731
20 % $ 2,456,565
(a)
(b)
(c)
(d)
(e)
Includes the amortization of capitalized interest; land inventory impairments of
in 2016, and
r
$7.3 million in 2015 (see Note 2); and a warranty char
ge of
6
community (see Note 11) in)1
2017.
rr
)2
$89.0 million in 2017, 7 $1.1 million
$12.4 million related to a closed-out
rr
Includes net realizable value adjustments on land held for sale of
2017, 7 2016, and
2015, respectively (see
Note 2).)2
6
rr
rr
$83.6 million, $1.1 million, and $(0.9) million in
rr
Includes write-offs of $29.6 million of insurance receivables associated with the r
rr
esolution of certain insurance
matters in 2017; general liability insurance r
rr
eserve r
eversals of
rr
7
rr
2015, respectively (see
2017, 7 2016, and
actions of $10.0 million and $3.8 million in 2016 and
rr
om corporate office r
elocation and other
rr
estructuring costs fr
rr
Note 11); and r
)1
.yy
2015, respectively
6
$95.1 million, $55.2 million and $62.2 million in
6
rr
rr
Includes an $8.0 million impairment of an investment in an unconsolidated entity in 2017 (see
in 2016 r6 elated to the settlement of a disputed land transaction;
rr
om corporate office r
elocation and other actions of
rr
estructuring costs fr
rr
matter (see Note 11); and r
$2.5 million in 2016 and
yy
2015, respectively
. See "Other expense, net" for a table summarizing other significant
items.
rr
$20.0 million in 2015 resulting fr
om the
Note 2);)2 $15.0 million
Applecross
$11.6 million and
)1
6
7
rr
rr
rr
rr
rr
Net new orders excludes backlog acquir
ed fr
repr
rr
der dollars combined with other movements of the dollars in backlog r
elated to
rr
esent a composite of new or
rr
rr
cancellations and change orders.
rr
Note 1). Net new or
der dollars
ieland in January 2016 (see
WW
om Wrr
)1
rr
23
Home sale revenues
Home sale revenues for 2017 were higher than 2016 by $0.9 billion, or 12%. The increase was attributable to a 6%
increase in the average selling price and a 6% increase in closings. The increase in closings reflects the significant land
investments we have made and the resulting increase in our active communities. These increased closings occurred despite the
disruption in our operations caused by Hurricane Harvey in Houston, Texas, and Hurricane Irma in Florida, as well as
permitting and other municipal approval delays in certain communities. The higher average selling price for 2017 reflected a
shift toward move-up homebuyers.
Home sale revenues for 2016 were higher than 2015 by $1.7 billion, or 29%. The increase was attributable to a 10%
increase in the average selling price and a 16% increase in closings. These increases reflect the impact of communities acquired
from Wieland during the period, which contributed 6% to the growth in revenue, 4% to the growth in closings and 1% to the
increase in average selling price. Excluding the communities acquired from Wieland, the increase in closings reflects the
significant investments we made in opening new communities combined with improved demand. The increase in average
selling price reflected a shift in our revenue mix toward move-up homebuyers.
Home sale gross margins
Home sale gross margins were 22.4% in 2017, compared with 25.0% in 2016 and 26.9% in 2015. Our results in 2017
include the effect of the aforementioned land inventory impairments totaling $89.0 million (see Note 2) and a warranty charge
of $12.4 million (See Note 11). Combined, these factors reduced gross margin in 2017 by 120 basis points. The assets acquired
from Wieland contributed 60 basis points to the decrease in 2016, primarily as the result of required fair value adjustments
associated with the acquired homes in production and related lots. Gross margins remain strong relative to historical levels and
reflect a combination of factors, including shifts in community mix, relatively stable pricing conditions in 2017 following
strong pricing conditions in 2016 and 2015, and lower amortized interest costs (1.7%, 1.7%, and 2.4% of home sale revenues in
2017, 2016, and 2015, respectively) combined with higher house construction and land costs as the supply chain has responded
to the housing recovery.
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 contributed net gains
(losses) of $(77.3) million, $3.9 million, and $12.7 million in 2017, 2016, and 2015, respectively. The loss in 2017 resulted
from the aforementioned net realizable value charges of $83.6 million (see Note 2).
SG&A
SG&A as a percentage of home sale revenues was 10.7% and 12.8% in 2017 and 2016, respectively. The gross dollar
amount of our SG&A decreased $65.6 million, or 7%, in 2017 compared with 2016. SG&A includes the aforementioned
insurance receivable write-offs of $29.6 million in 2017 and general liability insurance reserve reversals of $95.1 million and
$55.2 million in 2017 and 2016, respectively, resulting from favorable claims experience (see Note 11). Excluding these items,
the improvement in our year-over-year SG&A leverage was primarily attributable to cost efficiencies realized in late 2016 that
continued into 2017.
SG&A as a percentage of home sale revenues was 12.8% and 13.7% in 2016 and 2015, respectively. The gross dollar
amount of our SG&A increased $162.4 million, or 20%, in 2016 compared with 2015. SG&A included general liability
insurance reserve reversals of $55.2 million and $62.2 million in 2016 and 2015, respectively (see Note 11). SG&A also reflects
restructuring costs of $10.0 million in 2016 associated with actions taken to reduce overheads and the substantial completion of
our corporate headquarters relocation from Michigan to Georgia, which began in 2013. Excluding these items, the improvement
in our year-over-year SG&A leverage was even greater. The increase in gross dollar SG&A reflects the addition of field
resources and other variable costs related to increased production volumes combined with higher costs related to healthcare and
professional fees. Additionally, SG&A for 2016 reflects the impact of transaction and integration costs associated with the
assets acquired from Wieland in January 2016 (see Note 1).
24
Other expense, net
Other expense, net includes the following ($000’s omitted):
(Note 2)
Write-of
ff
fs of deposits and pre-acquisition costs
WW
Lease exit and related costs (a)
Amortization of intangible assets (Note 1)
Interest income
Interest expense
Equity in (earnings) loss of unconsolidated entities (Note 4) ) (b)
Miscellaneous, net (c)
t
TT
Total other expense, net
2017
2016
2015
11,367
1,729
13,800
(2,537)
503
1,985
1,729
28,576
$
$
17,157
11,643
13,800
(3,236)
686
(8,337)
17,632
49,345
$
$
5,021
2,463
12,900
(3,107)
788
(7,355)
6,653
17,363
$
$
(a)
rr
2015 resulted fr
rr
educe over
heads and the substantial
om actions taken to r
rr
Lease exit and related costs for
rr
completion of our corporate headquarters relocation fr
r
om Michigan to Geor
gia, which began in 2013.
rr
rr
Includes an $8.0 million impairment of an investment in an unconsolidated entity in 2017 (see Note 2).)2
6
2016 and
rr
(b)
(c) Miscellaneous, net includes a charge of
transaction and a charge of
r
r
rr
rr
$20.0 million in 2015 resulting fr
om the
rr
$15.0 million in 2016 r6 elated to the settlement of a disputed land
Applecross matter (see
rr
Note 11).)1
Net new orders
rr
Net new orders increased 11% in 2017 compared with 2016. The increase resulted primarily from the higher number of
active communities, which increased 9% to 790 at December 31, 2017. Net new orders in dollars increased byd
21% compared
with 2016 due to the growth in units combined with the higher average selling price. The cancellation rate (canceled orders for
d
the period divided by gross new orders for the period) decreased in
backlog units, which represent orders for homes that have not yet closed, increased 21% at December 31, 2017 compared with
December 31, 2016 as measured in units and increased 35% over the prior year period as measured in dollars. The higher
average sales price when compared to 2016 also contributed to the higher backlog dollars.
2017 from 2016 at 14% and 15%, respectively. Ending
Net new orders increased 13% in 2016 compared with 2015. The increase resulted from improved sales per community
combined with selling from a larger number of active communities, which increased 17% to 726 active communities at
December 31, 2016. The communities acquired from Wieland contributed to this growth in units by
assets, our growth in net new order units resulted from the higher number of active communities combined with a small
2016 from 2015 at 15% and 14%,
improvement in sales pace per community. The cancellation rate increased slightly in
respectively. Ending backlog units increased 10% at December 31, 2016 compared with December 31, 2015 and increased 20%
as measured in dollars due to the increase in average selling price. The higher average sales price also contributed to the higher
backlog dollars.
4%. Excluding the Wieland
W
W
d
Homes in production
rr
The following is a summary of our homes in production at December 31, 2017 and 2016:
Sold
Unsold
Under construction
Completed
Models
TotalTT
2017
2016
6,246
5,138
1,973
637
2,610
1,148
10,004
1,703
645
2,348
1,072
8,558
The number of homes in production at December 31, 2017 was 17% higher compared to
r
December 31, 2016. The
increase in homes under production was due to a combination of factors, including a 9% increase in active communities and
higher net new order volume, resulting in a 21% increase in ending backlog units. As part of our inventory management
25
yy
strategy, we will continue to maintain reasonable inventory levels relative to demand in each of our markets, though inventory
levels tend to fluctuate throughout the year.
Controlled lots
rr
The following is a summary of our lots under control at December 31, 2017 and 2016:
Northeast
Southeast
Florida
Midwest
Texas
West
Total
December 31, 2017
December 31, 2016
Owned
Optioned
Controlled
Owned
Optioned
Controlled
5,194
15,404
18,458
10,612
13,923
25,662
89,253
5,569
11,085
11,887
9,196
8,320
6,099
10,763
26,489
30,345
19,808
22,243
31,761
52,156
141,409
6,296
16,050
22,164
11,800
13,541
29,428
99,279
4,019
8,232
8,470
8,639
9,802
4,817
10,315
24,282
30,634
20,439
23,343
34,245
43,979
143,258
Developed (%)
37%
20%
31%
31%
19%
28%
Of our controlled lots, 89,253 and 99,279 were owned and 52,156 and 43,979 were under land option agreements at
December 31, 2017 and 2016, 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 $2.5 billion at December 31, 2017. These land option agreements generally may be canceled at our
discretion and in certain cases extend over several years. Our maximum exposure related to these land option agreements is
generally limited to our deposits and pre-acquisition costs, which totaled $208.0 million, of which $11.8 million is refundable,
at December 31, 2017.
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, 2017, we conducted our operations in 47 markets located throughout
25 states. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:
ff
Northeast:
YY
Connecticut, Maryland, Massachusetts, New Jersey, New Y
ork, Pennsylvania, V
irVV ginia
yy
rr
Southeast:
TT
olina, T
ennessee
rr
olina, South Car
rr
Georgia, North Car
r
Florida:
Midwest:
Texas:
West:WW
Florida
Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
yy
TT
Texas
Arizona, California, Nevada, New Mexico, Washington
WW
WW
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.
26
The following table presents selected financial information for our reportable Homebuilding segments:
Operating Data by Segment ($000's omitted)
31,
r
Years Ended December
YY
FY 2016 vs.
Y
FY 2015
2016
Y
FY 2017 vs.
Y
FY 2016
Y
2017
2015
Home sale revenues:
Northeast
Southeast (a)
Florida
Midwest
Texas
West
Income before income taxes (b):
Northeast (c)
Southeast (a)
Florida (d)
Midwest
Texas
West
Other homebuilding (e)
Closings (units):
Northeast
Southeast (a)
Florida
Midwest
Texas
WestWW
AA
Average selling price:
Northeast
t
Southeast (a)
Florida
Midwest
Texas
WestWW
$
693,624
— % $
696,003
2 % $
679,082
1,556,615
1,469,005
1,435,692
1,166,843
2,002,205
5 %
15 %
16 %
13 %
16 %
1,485,809
1,274,237
1,233,110
1,033,387
1,728,769
40 %
26 %
22 %
23 %
45 %
1,058,055
1,012,391
1,012,460
840,766
1,189,921
$ 8,323,984
12 % $ 7,451,315
29 % $ 5,792,675
$
21,190
(74)% $
81,991
(1)% $
82,616
122,532
208,825
178,231
182,862
229,504
(77,812)
(16)%
2 %
48 %
20 %
2 %
(12)%
$
865,332
1 % $
1,335
3,888
3,861
3,696
4,107
4,165
(6)%
— %
12 %
8 %
10 %
3 %
145,011
205,049
120,159
152,355
225,771
(69,570)
860,766
1,418
3,901
3,441
3,418
3,726
4,047
21,052
6 % $
19,951
$
$
520
400
380
388
284
481
395
6 % $
5 %
3 %
8 %
2 %
13 %
6 % $
491
381
370
361
277
427
373
(16)%
4 %
31 %
26 %
33 %
9 %
14 % $
(5)%
19 %
19 %
15 %
11 %
29 %
16 %
8 % $
18 %
6 %
6 %
11 %
13 %
10 % $
172,330
196,525
91,745
121,329
169,394
(76,622)
757,317
1,496
3,276
2,896
2,961
3,357
3,141
17,127
454
323
350
342
250
379
338
(a)
(b)
(c)
Note 2).)2
r
Southeast includes the acquisition in January 2016 of substantially all of the assets of Wieland (see
Includes land-related char
r
ges of
rr
respectively (see
rr
Northeast includes a charge of
r
charge of
Florida includes a warranty charge of
$15.0 million in 2016 r6 elated to the settlement of a disputed land transaction and a
rr
r
$191.9 million, $19.3 million, and $11.5 million in 2017, 2016, and 2015,
(d)
(e) Other homebuilding includes amortization of intangible assets and capitalized interest and other items not allocated
to the operating segments, including write-offs of $29.6 million of insurance receivables associated with the
rr
eserve r
eversals of
rr
resolution of certain insurance matters in 2017 and general liability insurance r
rr
Note 11).)1
$55.2 million, and $62.2 million in 2017,7 2016, and
$12.4 million in 2017 r7 elated to a closed-out community (see
Applecross matter (see
rr
rr
$20.0 million in 2015 resulting fr
om the
2015, respectively (see
$95.1 million,
Note 11).)1
Note 11).)1
Note 1).)1
WW
6
rr
rr
rr
rr
rr
27
The following tables present additional selected financial information for our reportable Homebuilding segments:
Operating Data by Segment ($000's omitted)
31,
r
Years Ended December
YY
FY 2016 vs.
Y
FY 2015
2016
Y
FY 2017 vs.
Y
FY 2016
Y
2017
1,460
4,233
4,121
3,876
4,121
4,815
22,626
$
757,679
1,691,020
1,594,367
1,523,153
1,214,149
2,581,166
$ 9,361,534
12%
12%
12%
11%
18%
16%
14%
512
1,716
1,678
1,487
1,426
2,177
8,996
7%
11%
15%
7%
9%
16%
11%
1,361
3,810
3,585
3,636
3,793
4,141
20,326
12% $
674,066
14% 1,483,139
19% 1,340,181
13% 1,351,828
15% 1,060,217
40% 1,843,968
21% $ 7,753,399
11%
15%
12%
12%
18%
19%
15%
387
1,371
1,418
1,307
1,412
1,527
7,422
32%
25%
18%
14%
1%
43%
21%
2015
1,479
3,454
3,168
2,862
3,429
3,616
18,008
(8)%
10 %
13 %
27 %
11 %
15 %
13 %
— % $
674,637
28 % 1,160,590
16 % 1,152,705
32 % 1,024,784
17 %
905,003
33 % 1,387,661
23 % $ 6,305,380
12%
10%
11%
13%
19%
18%
14%
444
1,146
1,274
1,089
1,345
1,433
6,731
(13)%
20 %
11 %
20 %
5 %
7 %
10 %
Net new orders - units:
Northeast
Southeast (a)
Florida
Midwest
Texas
West
Net new orders - dollars:
Northeast
Southeast (a)
Florida
Midwest
Texas
West
Cancellation rates:
Northeast
Southeast (a)
Florida
Midwest
Texas
West
Unit backlog:
Northeast
Southeast (a)
Florida
Midwest
Texas
West
Backlog dollars:
Northeast
Southeast (a)
Florida
Midwest
Texas
WestWW
$
253,650
34% $
189,595
(10)% $
211,532
718,166
681,589
588,539
449,797
1,287,323
$ 3,979,064
23%
23%
17%
12%
82%
583,760
556,226
501,079
402,491
708,361
45 %
13 %
31 %
7 %
19 %
403,568
490,282
382,360
375,660
593,163
35% $ 2,941,512
20 % $ 2,456,565
(a)
Southeast includes the acquisition of substantially all of the assets of Wieland in January 2016 (see
WW
Note 1).)1
28
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)
r
Years Ended December
31,
YY
2017
2016
2015
$
51,362
$
2,079
$
55,689
9,702
8,917
2,521
56,995
6,726
3,089
715
3,383
515
8,960
595
3,301
3,022
4,555
2,319
295
(2,615)
590
$
191,912
$
19,336
$
11,467
rr
ges include land impairments, net r
ealizable value adjustments for land held for sale, and write-
r
* Land-related char
rr
rr
offs of deposits and pre-acquisition costs. Other homebuilding consists primarily of write-offs of capitalized inter
rr
est
resulting fr
r
elated char
ges. See
rr
om land-r
rr
rr
discussion of these charges.
Notes 2 and 3 to the Consolidated Financial Statements for additional
r
Northeast:
The length and complexity of the entitlement process in the Northeast have led to a lack of growth in volumes in
ff
recent years. For 2017, Northeast home sale revenues remained flat compared with 2016 due to a 6% decrease in closings offset
by a 6% increase in average selling price. The decrease in closings occurred in the New England and Mid-Atlantic markets,
while the increased average selling price occurred across all markets. The New England closings decrease was driven primarily
by closings delayed as the result of a fire in an attached product building that was under construction and is in the process of
being rebuilt. The decreased income before income taxes resulted from lower mar
gins and increased overhead expense across
all markets, combined with the aforementioned land-related charges recognized in the period (see Note 2). Net new orders
increased across all markets.
d
d
)
by an
For 2016, Northeast home sale revenues increased 2% compared with 2015 due to a 5% decrease in closings offset
8% increase in average selling price. The decrease in closings occurred in the Northeast Corridor and Mid-Atlantic markets while
the increase in average selling price occurred across all markets. The decreased income before income taxes resulted from lower
margins in Mid-Atlantic and increased overhead expense in both Mid-Atlantic and the Northeast Corridor. Net new orders decreased
8%, primarily in the Northeast Corridor and Mid-Atlantic. Northeast income before income taxes also includes a charge of $15.0
million related to the settlement of a disputed land transaction in 2016 and a charge of $20.0 million resulting from the Applecross
matter in 2015 (see Note 11).)
ff
Southeast:
For 2017, Southeast home sale revenues increased 5% compared with 2016 due to a 5% increase in the average selling
price. The increase in the average selling price occurred across all markets except Georgia, while closings decreased in Raleigh,
Charlotte and Coastal Carolinas, offset by increases in Geor
primarily due to the aforementioned land-related charges, partially offset by lower overhead costs. Net new orders
11%, primarily in Georgia and Raleigh.
gia and Tennessee. Income before income taxes
decreased 16%
increased
TT
ff
ff
In 2016, the Southeast was significantly impacted by the acquisition of substantially all of the assets of Wieland in
W
)
2016, Southeast home sale revenues increased 40% compared with 2015 due to an 18% increase
January 2016 (see Note 1). For
in the average selling price combined with a 19% increase in closings. The increases in the average selling price and closings
occurred across all markets. These increases were primarily due to contributions from the assets acquired from Wieland.
Excluding those closings, revenues still increased compared with the prior year. The decreased income before income taxes
resulted from lower gross margins combined with higher overhead costs, including transaction and integration costs associated
WW
d
29
with the assets acquired from Wieland. Net new orders increased 10% in 2016 primarily due to the assets acquired from
Wieland. While demand conditions remained favorable, we experienced some moderation in pace.
Florida:
For 2017, Florida home sale revenues increased 15% compared with 2016 due to a 3% increase in the average selling
price combined with a 12% increase in closings. The increase in average selling price occurred across all markets except for
North Florida, while the increased closings occurred across all markets. The increased income before income taxes for 2017
resulted primarily from higher revenues. Net new orders increased by 15% in 2017 due primarily to an increase in active
communities. Both closings and new orders increased despite the disruption in our operations caused by Hurricane Irma.
For 2016, Florida home sale revenues increased 26% compared with 2015 due to a 6% increase in the average selling
price combined with a 19% increase in closings. The increase in the average selling price occurred across all markets. The
increased income before income taxes for 2016 resulted from higher revenues. Net new orders increased by 13% in 2016 due
primarily to an increase in active communities in North and West Florida.
Midwest:
For 2017, Midwest home sale revenues increased 16% compared with the prior year period due to an 8% increase in
closings combined with an 8% increase in the average selling price. The higher revenues and increased closings occurred across
all markets. The increased closing volume combined with lower overhead costs led to a 48% increase in income before income
taxes. Net new orders increased across all markets except for St. Louis, where we announced our decision to exit the market.
For 2016, Midwest home sale revenues increased 22% compared with the prior year period due to a 15% increase in
closings combined with a 6% increase in the average selling price. The increase in closing volumes led to increased income
before income taxes. Net new orders increased by 27% in 2016 compared with 2015, and occurred across all markets.
Texas:
For 2017, Texas home sale revenues increased 13% compared with the prior year period due to a 10% increase in
closings combined with a 2% increase in the average selling price. The increase in average selling price occurred primarily in
Central Texas and San Antonio, while the increase in closings occurred across all markets except for San Antonio. The higher
revenues and higher closings led to increased income before income taxes. Net new orders increased 9% across all markets
except for San Antonio. Both closings and new orders increased despite the disruption in our Houston operations caused by
Hurricane Harvey.
For 2016, Texas home sale revenues increased by 23% compared with the prior year period due to an 11% increase in
closings combined with an 11% increase in the average selling price. The increase in average selling price was broad-based
across all markets, while the increase in closings occurred across all markets with the exception of San Antonio. The higher
revenues and closings led to increased income before income taxes for 2016. Net new orders increased across all markets.
West:
For 2017, West home sale revenues increased 16% compared with the prior year period due to a 3% increase in closings
combined with a 13% increase in the average selling price. The increased closings primarily occurred in Southern California,
offset by a decrease in Northern California due to permitting and other municipal approval delays in certain communities. The
increased average selling price occurred across all markets. Income before income taxes slightly increased due to the increased
revenues and reduced overheads, partially offset by the aforementioned land-related charges recognized during the period (see
Note 2). Net new orders increased by 16% in 2017 compared with 2016 due to higher order levels across all markets.
For 2016, West home sale revenues increased 45% compared with the prior year period due to a 29% increase in closings
combined with a 13% increase in the average selling price. The increased closings and increased average selling price occurred
across all markets. The increased income before income taxes resulted from higher revenues and gross margins in all markets
except for Southern California. Net new orders increased by 15% in 2016 compared with 2015 due to higher order levels across
all divisions except the Pacific Northwest and Southern California.
30
Financial Services Operations
WW
We conduct our Financial Services operations, which include mortgage and title operations, through Pulte Mortgage and
WW
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):
WW
ff
r
31,
YY
Years Ended December
FY 2016 vs.
Y
FY 2015
2016
Y
FY 2017 vs.
Y
FY 2016
Y
2015
2017
Mortgage operations revenues
Title services revenues
Total Financial Services revenues
Expenses (a)
Other income (expense), net
Income before income taxes
:
Total originations
TT
g
Loans
Principal
$
146,358
3% $
142,262
27% $
111,810
45,802
192,160
(119,289)
625
18%
6%
10%
18%
38,864
181,126
(108,573)
531
34%
29%
32%
—%
28,943
140,753
(82,047)
—
$
73,496
1% $
73,084
24% $
58,706
14,152
$ 4,127,084
6%
13,373
11% $ 3,706,745
17%
11,435
27% $ 2,929,531
rr
eleases for loan origination r
eserves of
rr
(a) Includes net reserve r
rr
$11.4 million in 2015.
Supplemental data:
pp
Capture rate
AA
Average FICO score
Loan application backlog
:
Funded origination breakdown
g
Government (FHA, VA, USDA)
VV
Other agency
TT
Total agency
Non-agency
TT
Total funded originations
r
Years Ended December
31,
YY
2017
2016
2015
79.9%
749
81.2%
750
82.9%
749
$ 2,263,803
$ 1,670,160
$ 1,310,173
22%
70%
92%
8%
100%
23%
70%
93%
7%
100%
25%
69%
94%
6%
100%
31
Revenues
Total Financial Services revenues during 2017 increased 6% compared with 2016. The increase is primarily related to
higher mortgage and title volumes resulting from increased home closings in the Homebuilding segment, partially offset by
lower mortgage revenue per loan. Refinance activity has slowed in the mortgage industry, which has increased competition,
pressured loan pricing, and resulted in lower revenue per loan for us in 2017. Total Financial Services revenues during 2016
increased 29% compared with 2015 due to a higher loan origination volume resulting from higher volumes in the
Homebuilding segment combined with higher revenues per loan, which were largely attributable to a higher average loan size
combined with favorable market conditions.
Income before income taxes
The increased income before income taxes for 2017 as compared with 2016 is due to increased revenues, especially
within our title operations. The increased income before income taxes for 2016 as compared with 2015 is due to higher
origination volume and an increase in revenue per loan combined with better overhead leverage along with contributions from
our title operations.
During 2016 and 2015, we reduced our loan origination liabilities by net reserve releases of $0.5 million and $11.4
million, respectively, based on probable settlements of various repurchase requests and existing conditions. Such adjustments
are reflected in Financial Services expenses. See Note 11 to the Consolidated Financial Statements for additional discussion.
Income Taxes
Our effective tax rate was 52.4%, 35.5% and 39.5% for 2017, 2016, and 2015, respectively. The 2017 effective tax rate
differs from the federal statutory rate primarily due to the impacts of the Tax Act, state income tax expense on current year
earnings, the favorable resolution of certain state income tax matters, the domestic production activities deduction, and state tax
law changes. The 2016 effective tax rate exceeds the federal statutory rate primarily due to state income taxes, the reversal of a
portion of our valuation allowance related to a legal entity restructuring, the favorable resolution of certain state income tax
matters, the impact on our net deferred tax assets due to changes in business operations and state tax laws, and recognition of
energy efficient home credits. The 2015 effective tax rate exceeds the federal statutory rate primarily due to state income taxes
and the impact of changes in business operations and state tax laws to our net deferred tax assets.
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.
At December 31, 2017, we had unrestricted cash and equivalents of $272.7 million, restricted cash balances of $33.5
million, and $764.5 million available under our revolving credit facility. 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 retired outstanding debt totaling $134.7 million, $986.9 million, and $239.2 million during 2017, 2016, and 2015,
respectively. Our ratio of debt to total capitalization, excluding our Financial Services debt, was 42.0% at December 31, 2017.
Unsecured senior notes
In February 2016, we issued $1.0 billion of unsecured senior notes, consisting of $300.0 million of 4.25% senior notes
due March 1, 2021, and $700.0 million of 5.50% senior notes due March 1, 2026. The net proceeds from this senior notes
issuance were used to fund the retirement of $465.2 million of our senior notes that matured in May 2016, with the remaining
net proceeds used for general corporate purposes. In July 2016 we issued an additional $1.0 billion of unsecured senior notes,
consisting of an additional $400.0 million of the 4.25% senior notes due March 1, 2021, and $600.0 million of 5% senior notes
due January 15, 2027. The net proceeds from the July senior notes issuance were used for general corporate purposes and to pay
down approximately $500.0 million of outstanding debt, including the remainder of a then existing term loan facility. The
senior notes issued in 2016 are unsecured obligations, and rank equally in right of payment with the existing and future senior
32
unsecured indebtedness of the Company and each of the guarantors, respectively. The notes are redeemable at our option at any
time up to the date of maturity.
Revolving credit facility
We maintain a senior unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in June 2019. The
Revolving Credit Facility contains an uncommitted accordion feature that could increase the size of the Revolving Credit
Facility to $1.25 billion, subject to certain conditions and availability of additional bank commitments. In October 2017, we
exercised the accordion feature to increase the maximum borrowing capacity from $750.0 million to $1.0 billion. The
Revolving Credit Facility also provides for the issuance of letters of credit that reduce the available borrowing capacity under
the Revolving Credit Facility with a sublimit of $500.0 million at December 31, 2017. The interest rate on borrowings under the
Revolving Credit Facility may be based on either the London Interbank Offered Rate ("LIBOR") or Base Rate plus an
applicable margin, as defined therein. We had no borrowings outstanding and $235.5 million and $219.1 million of letters of
credit issued under the Revolving Credit Facility at December 31, 2017 and 2016, respectively.
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, 2017, 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 $764.5 million and $530.9 million as of
December 31, 2017 and 2016, respectively.
Other notes payable
Certain of our local homebuilding operations are party to non-recourse and limited recourse collateralized notes payable
with third parties that totaled $20.0 million at December 31, 2017. These notes have maturities ranging up to three years, are
secured by the applicable land positions to which they relate, have no recourse to any other assets, and are classified within
notes payable. The stated interest rates on these notes range up to 7.30%.
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 with third party lenders. In August 2017, Pulte Mortgage
entered into an amended and restated repurchase agreement (the “Repurchase Agreement”) that extended the termination date
to August 2018. The maximum aggregate commitment was $475.0 million (with a $50.0 million uncommitted accordion feature
to allow for a temporary increase up to $525.0 million) during the seasonally high borrowing period from December 26, 2017
through January 11, 2018. At all other times, the maximum aggregate commitment ranges from $250.0 million to $400.0
million. The purpose of 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
$437.8 million and $331.6 million outstanding under the Repurchase Agreement at December 31, 2017, and 2016, respectively,
and was in compliance with its covenants and requirements as of such dates.
Share repurchase programs
In previous years, our Board of Directors authorized and announced a share repurchase program. In July 2016, our Board
of Directors approved an increase of $1 billion to such authorization. We repurchased 35.4 million, 30.9 million, and 21.2
million shares in 2017, 2016, and 2015, respectively, for a total of $910.3 million, $600.0 million, and $433.7 million in 2017,
2016, and 2015, respectively, under these programs. At December 31, 2017, we had remaining authorization to repurchase
$94.4 million of common shares. On January 25, 2018 our Board of Directors increased our repurchase authorization by $500.0
million.
33
Dividends
Our declared quarterly cash dividends totaled $110.0 million, $122.2 million, and $117.9 million in 2017, 2016, and
2015, respectively.
Cash flows
Operating activities
Our net cash provided by operating activities in 2017 was $663.1 million, compared with net cash provided by operating
activities of $68.3 million in 2016 and net cash used in operating activities of $337.6 million in 2015. Generally, the primary
drivers of our cash flow from operations are profitability and changes in inventory levels and residential mortgage loans
available-for-sale. Our positive cash flow from operations for 2017 was primarily due to income before income taxes of $938.8
million, which included $191.9 million in non-cash land-related charges. These were partially offset by a net increase in
inventories of $569.0 million resulting from ongoing land acquisition and development investment to support future growth
combined with additional house inventory to support the higher backlog.
Our positive cash flow from operations for 2016 was primarily due to our income before income taxes of $933.9 million,
which was largely offset by a net increase in inventories of $897.1 million resulting from increased land investment combined
with a net increase in residential mortgage loans available-for-sale of $99.5 million.
Our negative cash flow from operations for 2015 was primarily due to a net increase in inventories of $917.3 million
resulting from increased land investment, combined with a net increase in residential mortgage loans available-for-sale of
$104.6 million, partially offset by our income before income taxes of $816.0 million.
Investing activities
Net cash used in investing activities totaled $50.2 million in 2017, compared with $471.2 million in 2016 and $34.6
million in 2015. The use of cash from investing activities in 2017 was primarily due to $32.1 million of capital expenditures
and $23.0 million for investments in unconsolidated subsidiaries. The use of cash from investing activities in 2016 was
primarily due to the acquisition of certain real estate assets from Wieland (see Note 1). The use of cash from investing activities
in 2015 was primarily due to $45.4 million of capital expenditures and an $8.6 million increase in residential mortgage loans
held for investment.
Financing activities
Net cash used in financing activities was $1.0 billion in 2017, compared with net cash provided by financing activities of
$350.7 million and net cash used in financing activities of $161.6 million during 2016 and 2015, respectively. The net cash used
in financing activities for 2017 resulted primarily from the repurchase of 35.4 million common shares for $910.3 million under
our repurchase authorization, repayments of debt of $134.7 million, and cash dividends of $112.7 million, partially offset by net
borrowings of $106.2 million under the Repurchase Agreement related to a seasonal increase in residential mortgage loans
available-for-sale.
Repayments of debt were $986.9 million and $239.2 million in 2016 and 2015, respectively, offset by incremental
borrowings of $63.7 million and $127.6 million under the Repurchase Agreement during 2016 and 2015, respectively. Cash
provided by financing activities for 2016 resulted primarily from the proceeds of the unsecured senior notes issuance for $2.0
billion, offset by the repurchase of 30.9 million common shares for $600.0 million and cash dividend of $124.7 million. Cash
used in financing activities for 2015 was offset by $498.1 million of proceeds from the previously existing term loan facility
executed in 2015, and also includes dividend payments of $116.0 million, and the repurchase of common shares under our share
repurchase authorization for $442.7 million.
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
34
compensate for higher costs, or if mortgage interest rates increase significantly, our revenues, gross mar
could be adversely affected.
yy
ff
gins, and net income
Seasonality
Although significant changes in market conditions have impacted our seasonal patterns in the past and could do so again,
WW
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, 2017:
Total
2018
Payments Due by Period
($000’s omitted)
2019-2020
2021-2022
r
After 2022
Contractual obligations:
Notes payable (a)
Operating lease obligations
TT
Total contractual obligations
(b)
$
$
4,725,126
118,125
4,843,251
$
$
166,783
25,040
191,823
$
$
351,239
40,359
391,598
$
$
986,125
21,217
1,007,342
$
$
3,220,979
31,509
3,252,488
(a)
rr
Represents principal and inter
rr
elated to our senior notes and limited r
ecourse collateralized financing
rr
est payments r
rr
arrangements.
rr
(b) We do not have any payments due in connection with capital lease or long-term pur
chase obligations.
WW
WW
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, 2017, we had $208.0 million of deposits and pre-acquisition costs, of which $11.8 million is refundable, relating
to option agreements to acquire 52,156 lots with a remaining purchase price of $2.5 billion. We expect to acquire the majority
of such land within the next two years.
WW
WW
We are currently under examination by various taxing jurisdictions and anticipate finalizing the examinations with
certain jurisdictions 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 - 2017. At December 31,
2017, we had $48.6 million of gross unrecognized tax benefits and $4.9 million of related accrued interest and penalties.
The following table summarizes our other commercial commitments as of December 31, 2017:
Amount of Commitment Expiration by Period
($000’s omitted)
2019-2020
2021-2022
2018
Total
r
After 2022
Other commercial commitments:
Guarantor credit facilities (a)
Non-guarantor credit facilities (b)
TT
Total commercial commitments
(c)
$
$
1,000,000
475,000
1,475,000
$
$
— $
1,000,000
475,000
—
475,000
$
1,000,000
$
$
— $
—
— $
—
—
—
(a)
edit facility
ed r
evolving cr
esents the capacity of our unsecur
The $1.0 billion in 2019-2020 repr
yy
, under which no
rr
rr
rr
rr
December 31, 2017.
rr
e issued at
$235.5 million of letters of credit wer
rr
borrowings wer
e outstanding, and
rr
rr
rr
35
(b)
Represents the capacity of the Repurchase Agreement, of which $437.8 million was outstanding at December 31,
2017. The capacity of $475.0 million is effective through January 12, 2018 after which it ranges from $250.0 million
to $400.0 million until its expiration in August 2018.
(c)
The above table excludes an aggregate $1.2 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, 2017, we had outstanding
letters of credit of $235.5 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 $1.2 billion at December 31, 2017,
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, 2017, these agreements had an aggregate remaining purchase price of $2.5 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, 2017, aggregate outstanding debt of unconsolidated joint ventures was $59.5 million, of which
$56.3 million was related to one joint venture in which we have a 50% interest. In connection with this loan, we and our joint
venture partner provided customary limited recourse guaranties in which our maximum financial loss exposure is limited to our
pro rata share of the debt outstanding. See Note 4 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 to 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 homebuyer. In situations where the homebuyer’s financing is originated by Pulte Mortgage, our
wholly-owned mortgage subsidiary, and the homebuyer 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 closing costs applicable
to the home. Sales commissions are classified within selling, general, and administrative expenses. 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 test inventory for impairment when events and circumstances indicate that 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
37
community to its carrying value. For those communities whose carrying values exceed the expected undiscounted cash flows,
we determine the fair value of the community and impairment charges are recorded if the fair value of the community’s
inventory is less than its carrying value.
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, 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. 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.
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
2016 and 2015, we reduced our loan origination liabilities by net reserve releases of $0.5 million and $11.4 million,
respectively, based on probable settlements of various repurchase requests and existing 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.
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 (and in limited instances exceeding) 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. Factors that affect our warranty liability include
the number of homes sold, historical and anticipated rates of warranty claims, and the projected 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
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. 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. While we continue to evaluate the effects of the
Tax Act enacted in December 2017, including the remeasurement of our deferred tax assets and liabilities, we reduced our
deferred tax assets by $172.1 million in 2017 to reflect the lower U.S. corporate income tax rate.
38
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 income taxes and 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 estimates of the ultimate 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 $758.8 million and $831.1 million at December 31, 2017 and 2016,
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 70% of the total general liability reserves at December 31, 2017 and
2016, 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 $650 million to $875 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.
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 2017, 2016, and 2015,
we reduced general liability reserves by $95.1 million, $55.2 million, and $29.6 million, respectively, as a result of changes in
estimates resulting from actual claim experience observed being less than anticipated in previous actuarial projections. The
changes in actuarial estimates were driven by changes in actual claims experience that, in turn, impacted actuarial estimates for
potential future claims. These changes in actuarial estimates did not involve any changes in actuarial methodology but did
impact the development of estimates for future periods, which resulted in adjustments to the IBNR portion of our recorded
liabilities. During 2015, we also recorded a general liability reserve reversal of $32.6 million, resulting from a legal settlement
relating to plumbing claims initially reported to us in 2008 and for which our recorded liabilities were adjusted over time based
on changes in facts and circumstances. These claims ultimately resulted in a class action lawsuit involving a national vendor
and numerous other homebuilders, homebuyers, and insurance companies. In 2015, a global settlement was reached, pursuant
to which we funded our agreed upon share of settlement costs, which were significantly lower than our previously estimated
exposure.
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. Our
receivables from insurance carriers totaled $213.4 million and $307.3 million at December 31, 2017 and 2016, respectively, and
39
we recorded write-offs of $29.6 million of insurance receivables associated with the resolution of certain insurance matters in
2017. The insurance receivables relate to costs incurred or to be incurred to perform corrective repairs, settle claims with
customers, and other costs related to the continued progression of both known and anticipated future construction defect claims
that we believe to be insured related to previously closed homes. We believe collection of these insurance receivables is
probable based on the legal merits of our positions after review by legal counsel, favorable legal rulings received to date, the
credit quality of our carriers, and our long history of collecting significant amounts of insurance reimbursements under similar
insurance policies related to similar claims, including significant amounts funded by the above carriers under different policies.
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.
40
ITEM 7A. QUANTITATT TIVE
AA
AND QUALITATT TIVE DISCLOSURES
AA
ABOUT MARKET RISK
WW
We are subject to market risk on our debt instruments primarily due to fluctuations in interest rates.
WW
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
ff
affect the fair value of the debt instrument but could af
fect our earnings and cash flows. Except in very limited circumstances,
ff
we do not have an obligation to prepay our 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.
yy
ff
The following tables set forth the principal cash flows by scheduled maturity, weighted-average interest rates, and
yy
estimated fair value of our debt obligations as of December 31, 2017 and 2016 ($000’s omitted).
As of December 31, 2017 for
r
r
r
Years ending December
31,
YY
the
2018
2019
2020
2021
2022
Thereafter
Total
Fair
Value
$
508
3.00%
$ 438,657
3.72%
$
$
$
$
8,423
4.07%
701
7.3%
9,539
$ 700,000
$
— $ 2,300,000
$3,018,470
$ 3,262,221
3.98%
4.25%
—%
5.90%
5.50%
— $
— $
— $
— $ 439,358
$
439,358
—%
—%
—%
—%
3.7%
r
As of December 31, 2016 for
r
r
Years ending December
31,
YY
the
2017
2018
2019
2020
2021
Thereafter
Total
Fair
ValueVV
$ 134,482
7.12%
$ 331,621
$
$
— $
3,900
$
3,900
$ 700,000
$ 2,300,000
$3,142,282
$ 3,131,579
—%
5.00%
5.00%
4.25%
7.19%
5.58%
— $
— $
— $
— $
— $ 331,621
$
331,621
2.89%
—%
—%
—%
—%
—%
2.89%
Rate-sensitive liabilities:
Fixed rate debt
AA
Average interest rate
Variable rate debt
(a)
VV
AA
Average interest rate
Rate-sensitive liabilities:
Fixed rate debt
AA
Average interest rate
(a)
VV
Variable rate debt
AA
Average interest rate
(a) Includes the Pulte Mortgage Repurchase
or 2016.
rr
rr
e no amounts outstanding under our Revolving Cr
edit Facility at either
rr
e wer
rr
Agreement. Ther
rr
December 31, 2017
Derivative instruments and hedging activities
Pulte Mortgage is exposed to market risks from commitments to lend, movements in interest rates, and canceled or
A
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 60 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.
WW
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
WW
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.
WW
At December 31, 2017 and 2016, residential mortgage loans available-for-sale had an aggregate fair value of $570.6
million and $539.5 million, respectively. At December 31, 2017 and 2016, we had aggregate interest rate lock commitments of
$210.9 million and $273.9 million, respectively, which were originated at interest rates prevailing at the date of commitment.
Unexpired forward contracts totaled $522.0 million and $610.0 million at December 31, 2017 and 2016, respectively, and
whole loan investor commitments totaled $203.1 million and $157.6 million, respectively, at such dates. Hypothetical changes
yy
yy
yy
41
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 2,
Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 3, 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,” “plan,” “project,” “may,” “can,” “could,” “might,” "should", “will” and similar expressions identify forward-
looking statements, including statements related to the impairment charge with respect to certain land parcels and the impacts or
effects thereof, 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; 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 and the levels of our land spend; 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, including, but not limited to the Tax Cuts and Jobs Act which could have a greater impact
on our effective tax rate or the value of our deferred tax assets than we anticipate; 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.
42
ITEM 8. FINANCIAL STL ATT TEMENTS
AA
AND SUPPLEMENTARTT YRR DAY
TAA ATT
CONSOLIDATED BALANCE SHEETS
PP
PULTEGROUP
, INC.
LL
AA
r
December 31, 2017
and 2016
($000’s omitted, except per shar
r
e data)
ASSETS
Cash and equivalents
Restricted cash
Total cash, cash equivalents, and 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 $72,800 and $99,690
in 2017 and 2016, respectively
Customer deposits
Accrued and other liabilities
Income tax liabilities
Financial Services debt
Notes payable
Total liabilities
Shareholders’ equity:
Preferred shares, $0.01 par value; 25,000,000 shares authorized, none issued
Common shares, $0.01 par value; 500,000,000 shares authorized,
286,752,436 and 319,089,720 shares issued and outstanding at
December 31, 2017 and 2016, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
TT
Total shareholders’
equity
$
$
$
2017
2016
272,683
33,485
306,168
7,147,130
68,384
570,600
62,957
745,123
140,992
645,295
9,686,649
$
698,882
24,366
723,248
6,770,655
31,728
539,496
51,447
857,426
154,792
1,049,408
$ 10,178,200
$
393,815
250,779
1,356,333
86,925
437,804
3,006,967
5,532,623
405,455
187,891
1,429,712
34,860
331,621
3,129,298
5,518,837
$
— $
—
2,868
3,171,542
(445)
980,061
4,154,026
9,686,649
3,191
3,116,490
(526)
1,540,208
4,659,363
$ 10,178,200
$
See Notes to Consolidated Financial Statements.
43
LL
CONSOLIDATED ST
For the years ended
PP
PULTEGROUP
, INC.
ATT TEMENTS OF
F
r
December 31, 2017
(000’s omitted, except per shar
AA
AA
r
r
OPERA
AA
TIONS
, 2016, and 2015
e data)
Revenues:
Homebuilding
Home sale revenues
Land sale revenues
Financial Services
TT
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
Net income
Net income per share:
Basic
Diluted
Cash dividends declared
r
Number of shar
es used in calculation:
Basic
ff
Effect of dilutive securities
Diluted
2017
2016
2015
$
8,323,984
$
7,451,315
$
5,792,675
57,106
8,381,090
192,160
8,573,250
36,035
7,487,350
181,126
7,668,476
48,536
5,841,211
140,753
5,981,964
(6,461,152)
(134,449)
(6,595,601)
(5,587,974)
(32,115)
(5,620,089)
(4,235,945)
(35,858)
(4,271,803)
(119,289)
(891,581)
(27,951)
938,828
(491,607)
447,221
1.45
1.44
0.36
$
$
$
$
(108,573)
(957,150)
(48,814)
933,850
(331,147)
602,703
1.76
1.75
0.36
$
$
$
$
(82,047)
(794,728)
(17,363)
816,023
(321,933)
494,090
1.38
1.36
0.33
$
$
$
$
305,089
1,725
306,814
339,747
2,376
342,123
356,576
3,217
359,793
See Notes to Consolidated Financial Statements.
44
CONSOLIDATED ST
r
For the years ended
AA
AA
LL
, INC.
PP
PULTEGROUP
COMPREHENSIVE INCOME
, 2016, and 2015
ATT TEMENTS OF
F
r
December 31, 2017
($000’s omitted)
Net income
Other comprehensive income, net of tax:
Change in value of derivatives
Other comprehensive income
2017
2016
2015
$
447,221
$
602,703
$
494,090
81
81
83
83
81
81
Comprehensive income
$
447,302
$
602,786
$
494,171
See Notes to Consolidated Financial Statements.
45
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6
4
PP
PULTEGROUP
, INC.
LL
ATT TEMENTS OF
CONSOLIDATED ST
F
r
December 31, 2017
For the years ended
($000’s omitted)
AA
AA
r
CASH FLOWS
, 2016, and 2015
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash from operating activities:
2017
2016
2015
$
447,221
$
602,703
$
494,090
334,787
311,699
Deferred income tax expense
Land-related charges
Depreciation and amortization
Share-based compensation expense
Loss on debt retirements
Other, net
Increase (decrease) in cash due to:
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:
Capital expenditures
Investment in unconsolidated subsidiaries
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, net
Stock option exercises
Share repurchases
Dividends paid
Net cash provided by (used in) financing activities
Net increase (decrease)
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
Supplemental Cash Flow Information:
Interest paid (capitalized), net
Income taxes paid (refunded), net
422,307
191,913
50,998
33,683
—
(1,789)
(569,030)
(33,009)
55,099
65,684
663,077
(32,051)
(23,037)
—
4,846
(50,242)
19,357
54,007
22,228
657
1,614
(897,092)
(99,527)
(45,721)
75,257
68,270
(39,295)
(14,539)
(430,458)
13,100
(471,192)
—
1,995,937
(134,747)
2,720,000
(2,720,000)
106,183
27,720
(916,323)
(112,748)
(1,029,915)
(417,080)
723,248
(986,919)
619,000
(619,000)
63,744
5,845
(603,206)
(124,666)
350,735
(52,187)
775,435
11,467
46,222
24,752
—
(4,865)
(917,298)
(104,609)
(175,150)
(23,898)
(337,590)
(45,440)
(454)
—
11,330
(34,564)
498,087
(239,193)
125,000
(125,000)
127,636
10,535
(442,738)
(115,958)
(161,631)
(533,785)
1,309,220
$
$
$
306,168
$
723,248
$
775,435
(942) $
(26,538) $
14,875
$
2,743
$
(4,193)
(5,654)
See Notes to Consolidated Financial Statements.
47
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 shares trade 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 substantially all of the assets of JW Homes ("Wieland") in January 2016, for $430.5 million in cash and the
assumption of certain payables related to such assets. The acquired net assets were located in Atlanta, Charleston, Charlotte,
Nashville, and Raleigh, and included approximately 7,000 lots, including 375 homes in inventory, and control of approximately
1,300 lots through land option contracts. We also assumed a sales order backlog of 317 homes. The acquired net assets were
recorded at their estimated fair values and resulted in goodwill of $40.4 million and separately identifiable intangible assets of
$18.0 million comprised of the John Wieland Homes and Neighborhoods tradename, which is being amortized over a 20-year
life. The acquisition of these assets was not material to 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
Effective with our fourth quarter 2017 reporting, we reclassified limited recourse notes payable to notes payable from
accrued and other liabilities and also reclassified certain timing differences between deferred tax assets and deferred tax
liabilities. All prior period amounts have been reclassified to conform to the current 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, 2017 and 2016 also included $80.3 million and $66.5 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.
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. Total cash, cash equivalents, and
restricted cash includes restricted cash balances of $33.5 million and $24.4 million at December 31, 2017 and 2016,
respectively.
48
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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, which is reflected in other expense, net. 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 4.
Intangible assets
Goodwill, which represents the cost of acquired businesses in excess of the fair value of the net assets of such businesses
at the acquisition date, was recorded as the result of the Wieland acquisition and totaled $40.4 million at December 31, 2017
and 2016. We assess goodwill for impairment annually in the fourth quarter and if events or changes in circumstances indicate
the carrying amount may not be recoverable.
Intangible assets also include tradenames acquired in connection with the 2016 acquisition of Wieland, the 2009
acquisition of Centex, and the 2001 acquisition of Del Webb, all of which are being amortized over 20-year lives. The acquired
cost and accumulated amortization of our tradenames were $277.0 million and $176.4 million, respectively, at December 31,
2017, and $277.0 million and $162.6 million, respectively, at December 31, 2016. Amortization expense totaled $13.8 million,
$13.8 million and $12.9 million in 2017, 2016, and 2015, respectively, and is expected to be $13.8 million in 2018, $13.8
million in 2019, $13.8 million in 2020, $10.4 million in 2021, and $5.7 million in 2022. The ultimate realization of these assets
is dependent upon the future cash flows and benefits that we expect to generate from their use. We assess tradenames for
impairment if events or changes in circumstances indicate the carrying amount may not be recoverable.
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 $70.7 million net of accumulated depreciation of $206.5 million at December 31, 2017 and
$77.4 million net of accumulated depreciation of $192.9 million at December 31, 2016. Depreciation expense totaled $37.2
million, $40.2 million, and $33.3 million in 2017, 2016, and 2015, respectively.
Advertising costs
Advertising costs are expensed to selling, general, and administrative expense as incurred and totaled $45.0 million,
$50.7 million, and $45.3 million, in 2017, 2016, and 2015, respectively.
Employee benefits
We maintain a defined contribution retirement plan that covers substantially all of our employees. Company
contributions to the plan totaled $15.7 million, $14.6 million, and $12.6 million in 2017, 2016, and 2015, respectively.
49
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Other expense, net
Other expense, net consists of the following ($000’s omitted):
2017
2016
2015
(Note 2)
ff
Write-of
fs of deposits and pre-acquisition costs
WW
Lease exit and related costs (a)
Amortization of intangible assets (Note 1)
Interest income
Interest expense
Equity in (earnings) loss of unconsolidated entities (Note 4) ) (b)
Miscellaneous, net (c)
TT
Total other expense, net
$
$
11,367
1,729
13,800
(2,537)
503
1,985
1,104
27,951
$
$
17,157
11,643
13,800
(3,236)
686
(8,337)
17,101
48,814
$
$
5,021
2,463
12,900
(3,107)
788
(7,355)
6,653
17,363
(a)
om actions taken to r
educe over
Lease exit and related costs r
rr
heads and the substantial completion of our
rr
rr
esulted fr
rr
rr
corporate headquarters relocation fr
r
gia, which began in 2013.
rr
om Michigan to Geor
Includes an $8.0 million impairment of an investment in an unconsolidated entity in 2017 (see Note 2).)2
rr
(b)
(c) Miscellaneous, net includes a charge of
transaction and a charge of
r
r
rr
rr
$20.0 million in 2015 resulting fr
om the
rr
$15.0 million in 2016 r6 elated to the settlement of a disputed land
Applecross matter (see
rr
Note 11).)1
Earnings per sharerr
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, unvested 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 anti-dilutive and excluded from the diluted earnings per share calculation. Our earnings per share excluded
0.1 million, 1.8 million, and 3.9 million potentially dilutive instruments in 2017, 2016, and 2015, respectively.
ff
In accordance with ASC 260 "Earnings Per Share" ("ASC 260"), the two-class method determines earnings per share for
each class of common share 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. The following table presents the earnings per common share
(000's omitted, except per share data):
50
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Numerator:
Net income
Less: earnings distributed to participating securities
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
ff
Diluted shares outstanding
Earnings per share:
Basic
Diluted
Share-based compensation
rr
December 31,
2017
December 31,
2016
r
December 31,
2015
$
$
$
$
$
447,221
(1,192)
(3,380)
442,649
$
$
602,703
(1,100)
(3,622)
597,981
$
$
494,090
(755)
(2,448)
490,887
3,380
3,622
2,448
(3,361)
442,668
$
(3,602)
598,001
$
(2,429)
490,906
305,089
1,725
306,814
339,747
2,376
342,123
356,576
3,217
359,793
1.45
1.44
$
$
1.76
1.75
$
$
1.38
1.36
WW
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
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 7.
three years, ratably over the vesting
WW
ff
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 dif
ff
ferent 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.
ff
ff
Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and
ff
the benefits recognized for financial statement purposes. We follow the provisions of
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 ef
ff
fective settlements of audit
ww
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 8.
ASC 740 which prescribes a minimum
WW
51
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Homebuilding revenue recognition
Homebuilding revenue and related profit are generally recognized when title to and possession of the property are
transferred to the homebuyer. In situations where the homebuyer’s financing is originated by Pulte Mortgage and the
homebuyer has not made an adequate initial or continuing investment, the profit on such sale is deferred until the sale of the
related 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 was not material at either December 31, 2017 or 2016.
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 closing costs applicable
to the home. Sales commissions are classified within selling, general, and administrative expenses. 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 test inventory for impairment when events and circumstances indicate that 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, and impairment charges are recorded if the fair value of the community's inventory
is less than its carrying value.
We generally determine the fair value of a 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, 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 2.
52
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Land held for sale
WW
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 2.
WW
ff
Land option agreements
rr
ff
WW
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
may serve to reduce 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
ff
costs are reflected in other assets and are reclassified to inventory upon taking title to the land. We write of
f 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-of
ff
fs of deposits and pre-acquisition costs
within other expense, net. See Note 2.
WW
WW
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, 2017 or 2016 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, 2017
r
December 31, 2016
Deposits and
Pre-
acquisition
Costs
Remaining
Purchase
Price
Deposits and
Pre-
acquisition
Costs
Remaining
Purchase
Price
Land options with VIEs $
Other land options
$
78,889
129,098
207,987
$
$
977,480
1,485,099
2,462,579
$
$
68,527
$
849,901
126,909
1,252,662
195,436
$ 2,102,563
Start-up costs
Costs and expenses associated with opening new communities are expensed to selling, general, and administrative
expenses as incurred.
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.
WW
53
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 11.
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
11 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, 2017 and 2016, residential mortgage loans available-for-sale had an aggregate fair value of $570.6
million and $539.5 million, respectively, and an aggregate outstanding principal balance of $553.5 million and $529.7 million,
respectively. The net gain (loss) resulting from changes in fair value of these loans totaled $(2.2) million and $2.8 million for
the years ended December 31, 2017 and 2016, 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 2017, 2016, and 2015 were
$110.9 million, $109.6 million, and $80.8 million, respectively, and have been included in Financial Services revenues.
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.
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 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, 2017 and 2016.
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 reviewed
54
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
annually for impairment, or when recoverability becomes doubtful. Loans held for investment are included in other assets and
totaled $11.2 million and $8.4 million at December 31, 2017 and 2016, respectively.
Interest income on mortgage loans
rr
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 $9.5 million, $8.0 million, and $6.9 million in 2017, 2016, and 2015, 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.
TT
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
WW
We are party to interest rate lock commitments ("IRLCs") with customers resulting from our mortgage origination
operations. At December 31, 2017 and 2016, we had aggregate IRLCs of $210.9 million and $273.9 million, respectively,yy
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.
WW
WW
We hedge our exposure to interest rate market risk relating to residential mortgage loans available-for
-sale and IRLCs
using forward contracts on mortgage-backed securities, which are commitments to either purchase or sell a specified financial
instrument at a specified future date for a specified price, and whole loan investor commitments, which are obligations of an
investor to buy loans at a specified price within a specified time period. 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. At December 31, 2017 and 2016, we had
unexpired forward contracts of $522.0 million and $610.0 million, respectively, and whole loan investor commitments of
$203.1 million and $157.6 million, respectively. Changes in the fair value of IRLCs 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.
yy
There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is considered
minimal. Gains and losses on IRLCs 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 60 days.
WW
ff
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
December 31, 2017
December 31, 2016
Other Assets
Other Liabilities
Other Assets
Other Liabilities
r
$
$
5,990
$
432
794
407
817
941
$
9,194
$
8,085
1,135
7,216
$
2,165
$
18,414
$
501
1,004
863
2,368
55
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
New accounting pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 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. The FASB has also issued a number of updates to this
standard. The standard is effective for us for annual and interim periods beginning January 1, 2018, and we will apply the
modified retrospective method of adoption to contracts that are not completed as of the date of initial adoption. We have
substantially completed our evaluation of the impact of adopting the new revenue standard. Based on our assessment, we do not
expect the adoption of ASU 2014-09 to have a material impact on our financial statements. Further, we do not expect significant
changes to our business processes, systems, or internal controls as a result of adopting the standard.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), which amends the
existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets.
ASU 2016-02 is effective for us for annual and interim periods beginning January 1, 2019, and early adoption is permitted. The
standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial
application, with an option to use certain transition relief. While the recognition of right-of-use assets and related liabilities will
have a material effect on our consolidated balance sheets, we do not expect a material impact on our consolidated statement of
operations. We continue to evaluate the full impact of the new standard, including the impact on our business processes,
systems, and internal controls.
We adopted ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-
Based Payment Accounting" ("ASU 2016-09"), effective January 1, 2017. Excess tax benefits or deficiencies for stock-based
compensation are now reflected in the Consolidated Statements of Operations as a component of income tax expense, whereas
previously they were recognized in equity. We have also elected to account for forfeitures as they occur, rather than estimate
expected forfeitures. As a result of adopting ASU 2016-09, we applied the modified retrospective approach and recorded a
cumulative-effect adjustment that increased our retained earnings and deferred tax assets as of January 1, 2017 by $18.6
million, as a result of previously unrecognized excess tax benefits (see Note 8). Additionally, the impact of recognizing excess
tax benefits and deficiencies in the consolidated statement of operations resulted in a $7.7 million reduction in our income tax
expense for 2017. The remaining aspects of adopting ASU 2016-09 did not have a material impact on our financial statements.
In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments" ("ASU 2016-13"), which changes the impairment model for most financial assets and
certain other instruments from an "incurred loss" approach to a new "expected credit loss" methodology and also requires that
credit losses from available-for-sale debt securities be presented as an allowance instead of a write-down. ASU 2016-13 is
effective for us for annual and interim periods beginning January 1, 2020, with early adoption permitted, and requires full
retrospective application on adoption. We are currently evaluating the impact the standard will have on our financial statements.
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain
Cash Receipts and Cash Payments" ("ASU 2016-15"), which addresses several specific cash flow issues. ASU 2016-15 is
effective for us for annual and interim periods beginning January 1, 2018, with early adoption permitted, and requires full
retrospective application on adoption. We do not expect ASU 2016-15 to have a material impact on our financial statements.
In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the
Accounting for Goodwill Impairment." ("ASU 2017-04"), which removes the requirement to perform a hypothetical purchase
price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s
carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for us for annual
and interim periods beginning January 1, 2020, with early adoption permitted, and applied prospectively. We do not expect
ASU 2017-04 to have a material impact on our financial statements.
56
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
2. Inventory and land held for sale
r
Major components of inventory at December 31, 2017 and 2016 were ($000’s omitted):
Homes under construction
Land under development
Raw land
2017
2016
2,421,405
$
1,921,259
4,135,814
589,911
4,072,109
777,287
7,147,130
$
6,770,655
$
$
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
yy
r
Years Ended December
31,
YY
2017
2016
2015
$
$
186,097
$
149,498
$
167,638
181,719
(141,205)
226,611
$
160,506
(123,907)
186,097
$
120,001
(138,141)
149,498
r
Land-related char
ges
rr
WW
We recorded the following land-related char
ges ($000's omitted):
Land impairments
Net realizable value adjustments ("NRV")RR
- land held for sale
Impairments of unconsolidated entities
Write-of
ff
fs of deposits and pre-acquisition
WW
costs
TT
Total land-related char
ges
Statement of
Operations
Classification
Home sale cost of
revenues
Land sale cost of
revenues
Other expense,
net
Other expense,
net
2017
2016
2015
$
88,952
$
1,074
$
7,347
83,576
1,105
8,017
—
(901)
—
11,367
17,157
5,021
$
191,912
$
19,336
$
11,467
The 2017 charges were primarily the result of a plan we announced in May 2017 to sell select non-core and underutilized
land parcels following a strategic review of our land portfolio. These land parcels were located in diverse geographic areas and
no longer fit into our strategic plans. The land parcels identified for sale included: land requiring significant additional
development spend that would not yield suitable returns; land in excess of near-term need; and land entitled for certain product
types inconsistent with our primary offerings. In addition to this strategic review
ww
certain communities due to operating performance that was significantly lower than expectations.
, we recorded impairment char
ges related to
ff
The estimated fair values of these land parcels were based on sales contracts or letters of intent, comparisons to market
comparable transactions, estimated future net cash flows discounted for inherent risk associated with each underlying asset, or
similar information. The estimated cash flows for certain parcels incorporate 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 valuations are specific to each community tested for impairment
and typically do not assume improvements in market conditions in the near term. In certain instances, the determination of fair
value requires discounting the estimated cash flows at a rate commensurate with the inherent risks associated with each of the
assets and related estimated cash flow streams. The discount rate used in determining each community's fair value depends on
the stage of development of the community and other specific factors that increase or decrease the inherent risks associated with
the community's cash flow streams and ranged from 12% to 25%.
57
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
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 certain of
these communities, and potential changes in our strategy related to certain communities, actual results could differ significantly
from such estimates.
ff
Land held for sale
Land held for sale at December 31, 2017 and 2016 was as follows ($000’s omitted):
Land held for sale, gross
Net realizable value reserves
Land held for sale, net
$
$
142,070
(73,686)
68,384
$
$
38,157
(6,429)
31,728
2017
2016
3. 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 $7.3
billion and $1.1 billion in 2017, $6.5 billion and $996.4 million in 2016, and $5.0 billion and $841.5 million in 2015,
respectively. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:
Northeast:
Southeast:
Florida:
Midwest:
Texas:
West:WW
YY
Connecticut, Maryland, Massachusetts, New Jersey, New Y
ork, Pennsylvania, V
irVV ginia
yy
rr
TT
olina, T
ennessee
rr
olina, South Car
rr
Georgia, North Car
r
Florida
Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
yy
TT
Texas
Arizona, California, Nevada, New Mexico, Washington
WW
WW
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.
58
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Revenues:
Northeast
Southeast (a)
Florida
Midwest
Texas
West
Financial Services
Consolidated revenues
Income before income taxes (b):
Northeast (c)
Southeast (a)
Florida (d)
Midwest
Texas
WestWW
Other homebuilding (e)
Financial Services (f)
Operating Data by Segment ($000’s omitted)
r
Years Ended December
31,
YY
2017
2016
2015
$
693,624
$
696,463
$
682,112
1,563,322
1,493,953
1,449,466
1,167,750
2,012,975
8,381,090
192,160
1,491,270
1,284,753
1,234,650
1,034,673
1,745,541
7,487,350
181,126
1,058,089
1,019,733
1,020,691
845,772
1,214,814
5,841,211
140,753
$
8,573,250
$
7,668,476
$
5,981,964
$
21,190
$
81,991
$
122,532
208,825
178,231
182,862
229,504
(77,812)
865,332
73,496
145,011
205,049
120,159
152,355
225,771
(69,570)
860,766
73,084
82,616
172,330
196,525
91,745
121,329
169,394
(76,622)
757,317
58,706
Consolidated income before income taxes
$
938,828
$
933,850
$
816,023
Southeast includes the acquisition in January 2016 of substantially all of the assets of Wieland (see
r
Includes land-related char
ges of
rr
rr
respectively (see
$191.9 million, $19.3 million and $11.5 million in 2017, 2016, and 2015,
Note 2).)2
WW
Note 1).)1
Northeast includes a charge of
r
charge of
r
$15.0 million in 2016 r6 elated to the settlement of a disputed land transaction and a
rr
Applecross matter (see
Note 11).)1
rr
rr
rr
$20.0 million in 2015 resulting fr
om the
(a)
(b)
(c)
Florida includes a warranty charge of
(d)
(e) Other homebuilding includes the amortization of intangible assets, amortization of capitalized interest, and other
$12.4 million in 2017 r7 elated to a closed-out community (see
rr
Note 11).)1
rr
r
items not allocated to the operating segments. Also includes: write-offs of $29.6 million of insurance receivables
associated with the resolution of certain insurance matters in 2017; adjustments to general liability insurance
6
rr
reserves of
associated with the relocation of our corporate headquarters totaling
.yy
2015, respectively
$62.2 million in 2015 (see Note 11); and costs
6
$95.1 million in 2017,7 $55.2 million in 2016, and
$8.3 million and $4.4 million in 2016 and
)1
rr
rr
rr
rr
(f)
Financial Services included reductions in loan origination liabilities totaling
rr
$11.4 million in 2015 (see Note 11).)1
59
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Land-related charges*:
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding
Operating Data by Segment ($000's omitted)
r
Years Ended December
31,
YY
2017
2016
2015
$
51,362
$
2,079
$
55,689
9,702
8,917
2,521
56,995
6,726
3,089
715
3,383
515
8,960
595
$
191,912
$
19,336
$
3,301
3,022
4,555
2,319
295
(2,615)
590
11,467
* Land-related char
rr
ges include land impairments, net r
ealizable value adjustments for land held for sale, and write-offs
r
rr
rr
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 r
r
elated char
ges. See
rr
elated to such land-r
rr
r
discussion of these charges.
Note 2 for additional
rr
Depreciation and amortization:
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding (a)
Financial Services
Operating Data by Segment ($000's omitted)
r
Years Ended December
31,
YY
2017
2016
2015
$
$
2,392
5,117
4,883
4,449
3,301
5,828
21,326
47,296
3,702
50,998
$
$
2,133
5,350
4,955
5,099
3,673
6,739
22,467
50,416
3,591
54,007
$
$
1,682
3,492
3,536
5,019
2,928
5,995
20,254
42,906
3,316
46,222
(a)
Other homebuilding includes amortization of intangible assets.
Equity in (earnings) loss of unconsolidated entities:
Northeast
Southeast
Florida
Midwest
Texas
West WW (a)
Other homebuilding
Financial Services
Operating Data by Segment ($000's omitted)
r
Years Ended December
31,
YY
2017
2016
2015
$
$
— $
—
(8)
(513)
—
4,913
(1,782)
2,610
(625)
1,985
$
$
2
—
(10)
78
—
(6,759)
(1,117)
(7,806)
(531)
(8,337) $
2
—
2
(337)
—
(5,107)
(1,915)
(7,355)
—
(7,355)
(a)
Includes an $8.0 million impairment of an investment in an unconsolidated entity in 2017 (see Note 2).)2
60
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding (b)
Financial Services
Northeast
Southeast (a)
Florida
Midwest
Texas
West
Other homebuilding (b)
Financial Services
Northeast
Southeast
Florida
Midwest
Texas
West
Other homebuilding (b)
Financial Services
Operating Data by Segment
($000's omitted)
December 31, 2017
Homes Under
Construction
Land Under
Development
Raw Land
Total
Inventory
Total
Assets
$
234,413
$
327,599
$
73,574
$
635,586
$
791,511
433,411
359,651
299,896
251,613
798,706
43,715
2,421,405
—
613,626
876,856
476,694
435,018
1,137,940
268,081
4,135,814
—
121,238
109,069
28,482
87,392
147,493
22,663
589,911
—
1,168,275
1,345,576
805,072
774,023
2,084,139
334,459
7,147,130
—
1,287,992
1,481,837
877,282
859,847
2,271,328
1,469,234
9,039,031
647,618
$
2,421,405
$
4,135,814
$
589,911
$
7,147,130
$
9,686,649
December 31, 2016
Homes Under
Construction
Land Under
Development
Raw Land
Total
Inventory
Total
Assets
$
175,253
$
375,899
$
135,447
$
686,599
$
798,369
354,047
309,525
256,649
219,606
580,082
26,097
1,921,259
—
650,805
683,376
474,287
413,312
1,226,190
248,240
4,072,109
—
148,793
183,168
50,302
74,750
159,387
25,440
777,287
—
1,153,645
1,176,069
781,238
707,668
1,965,659
299,777
6,770,655
—
1,243,188
1,330,847
851,457
793,917
2,200,058
2,351,082
9,568,918
609,282
$
1,921,259
$
4,072,109
$
777,287
$
6,770,655
$ 10,178,200
Homes Under
Construction
Land Under
Development
Raw Land
Total
Inventory
TotalTT
Assets
December 31, 2015
$
163,173
$
292,631
$
121,522
$
577,326
$
196,456
227,910
197,738
191,424
413,208
18,351
1,408,260
—
1,408,260
$
$
367,577
574,092
414,386
317,702
1,094,112
198,566
3,259,066
—
3,259,066
$
139,246
97,185
68,918
107,737
222,920
25,204
782,732
—
782,732
$
703,279
899,187
681,042
616,863
1,730,240
242,121
5,450,058
—
5,450,058
$
688,610
765,933
1,013,543
734,834
691,342
1,924,958
2,861,197
8,680,417
508,989
9,189,406
(a)
(b)
Southeast includes the acquisition in January 2016 of substantially all of the assets of Wieland (see
Note 1).)1
Other homebuilding primarily includes cash and equivalents, capitalized interest, intangibles, deferr
rr
ed tax assets,
and other corporate items that are not allocated to the operating segments.
WW
rr
rr
61
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
4. Investments in unconsolidated entities
WW
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):
A
Investments in Joint ventures with limited recourse debt
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,
2017
2016
37,063
$
3,567
22,327
62,957
59,544
28,157
700
28,857
$
$
$
$
—
33,436
18,011
51,447
4,605
—
1,349
1,349
$
$
$
$
$
In 2017, 2016, and 2015, we recognized earnings (losses) from unconsolidated joint ventures of $(2.0) million, $8.3
million, and $7.4 million, respectively. We received distributions from our unconsolidated joint ventures of
million, and $6.0 million, in 2017, 2016, and 2015, respectively. We made capital contributions of
million during 2017 and 2016, respectively, with no significant contributions in
2015.
WW
WW
yy
$9.4 million, $10.9
$23.0 million and $14.5
At December 31, 2017, aggregate outstanding debt of unconsolidated joint ventures was $59.5 million, of which
$56.3 million was related to one joint venture in which we have a 50% interest. In connection with this loan, we and our joint
venture partner provided customary limited recourse guaranties in which our maximum financial loss exposure is limited to our
pro rata share of the debt outstanding. The limited guaranties include, but are not limited to: (i) completion of certain aspects of
the project; (ii) an environmental indemnity provided to the lender; and (iii) an indemnification of the lender from certain "bad
boy acts" of the joint venture.
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.
62
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
5. Debt
Our notes payable are summarized as follows ($000’s omitted):
December 31,
2017
2016
7.625% unsecured senior notes due October 2017
$
— $
4.250% unsecured senior notes due March 2021 (a)
5.500% unsecured senior notes due March 2026 (a)
5.000% unsecured senior notes due January 2027 (a)
7.875% unsecured senior notes due June 2032 (a)
6.375% unsecured senior notes due May 2033 (a)
6.000% unsecured senior notes due February 2035 (a)
Net premiums, discounts, and issuance costs (b)
TT
Total senior notes
Other notes payable
Notes payable
Estimated fair value
700,000
700,000
600,000
300,000
400,000
300,000
(13,057)
2,986,943
20,024
3,006,967
3,263,774
$
$
$
$
$
$
123,000
700,000
700,000
600,000
300,000
400,000
300,000
(12,984)
3,110,016
19,282
3,129,298
3,131,579
Redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries.
The carrying value of senior notes reflects the impact of pr
rr
emiums, discounts, and issuance costs that ar
e amortized
rr
rr
to interest cost over the r
espective terms of the senior notes.
rr
rr
(a)
(b)
The indentures governing the senior notes impose certain restrictions on the incurrence of additional debt along with
other limitations. At December 31, 2017, we were in compliance with all of the covenants and requirements under the senior
notes. Our senior note principal maturities are as follows: 2018 through 2020 - none; 2021 - $700.0 million; thereafter -
$2.3 billion. Refer to Note 12 for supplemental consolidating financial information of the Company.
In February 2016, we issued $1.0 billion of unsecured senior notes, consisting of $300.0 million of 4.25% senior notes
due March 1, 2021, and $700.0 million of 5.50% senior notes due March 1, 2026. The net proceeds from this senior notes
issuance were used to fund the retirement of $465.2 million of our senior notes that matured in May 2016, with the remaining
net proceeds used for general corporate purposes. In July 2016, we issued an additional $1.0 billion of unsecured senior notes,
consisting of an additional $400.0 million of the 4.25% senior notes due March 1, 2021, and $600.0 million of 5.00% senior
notes due January 15, 2027. The net proceeds from the July senior notes issuance were used for general corporate purposes and
to pay down approximately $500.0 million of outstanding debt, including the remainder of a then existing term loan facility, yy
which resulted in a write-off of
unsecured obligations, and rank equally in right of payment with the existing and future senior unsecured indebtedness of the
Company and each of the guarantors, respectively. The notes are redeemable at our option at any time up to the date of
maturity.
$0.7 million of remaining debt issuance costs in 2016. The senior notes issued in 2016 are
ff
WW
We retired outstanding debt totaling
$134.7 million, $986.9 million, and $239.2 million during 2017, 2016, and 2015,
respectively. Certain debt retirements occurred prior to the stated maturity dates and resulted in losses totaling $0.7 million in
2016. 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, net.
ff
Other notes payable include non-recourse and limited recourse collateralized notes with third parties that totaled $20.0
million and $19.3 million at December 31, 2017 and 2016, respectively. These notes have maturities ranging up to three years,
are secured by the applicable land positions to which they relate, and have no recourse to any other assets. The stated interest
rates on these notes range up to 7.30%.
63
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
rr
Revolving credit facility
WW
We maintain a senior unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in
Revolving Credit Facility contains an uncommitted accordion feature that could increase the size of the Revolving Credit
Facility to $1.25 billion, subject to certain conditions and availability of additional bank commitments. In October 2017, we
exercised the accordion feature to increase the maximum borrowing capacity from $750.0 million to $1.0 billion. The
Revolving Credit Facility also provides for the issuance of letters of credit that reduce the available borrowing capacity under
the Revolving Credit Facility with a sublimit of $500.0 million at December 31, 2017. The interest rate on borrowings under the
Revolving Credit Facility may be based on either the LIBOR or Base Rate plus an applicable margin, as defined therein. We WW
had no borrowings outstanding and $235.5 million and $219.1 million of letters of credit issued under the Revolving Credit
Facility at December 31, 2017 and 2016, respectively.
June 2019. The
The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net
TT
WW
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, 2017, 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
$764.5 million and $530.9 million as of
December 31, 2017 and 2016, respectively.
yy
Pulte Mortgage
Pulte Mortgage maintains a master repurchase agreement with third party lenders. In August 2017, Pulte Mortgage
entered into an amended and restated repurchase agreement (the “Repurchase Agreement”) that extended the termination date
to August 2018. The maximum aggregate commitment was $475.0 million (with a $50.0 million uncommitted accordion feature
to allow for a temporary increase up to $525.0 million) during the seasonally high borrowing period from December 26, 2017
through January 11, 2018. At all other times, the maximum aggregate commitment ranges from $250.0 million to $400.0
million. The purpose of 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
$437.8 million and $331.6 million outstanding under the Repurchase Agreement at December 31, 2017, and 2016, respectively,yy
and was in compliance with its covenants and requirements as of such dates.
ff
The following is aggregate borrowing information for our mortgage operations ($000’s omitted):
AA
Available credit lines
Unused credit lines
December 31,
2017
$
$
475,000
37,196
$
$
2016
360,000
28,379
WW
Weighted-average interest rate
3.55%
2.89%
6. Shareholders’ equity
Our declared quarterly cash dividends totaled $110.0 million, $122.2 million, and $117.9 million in 2017, 2016, and
2015, respectively. Under the share repurchase program authorized by our Board of Directors, we repurchased 35.4 million,
$910.3 million, $600.0 million, and
30.9 million, and 21.2 million shares in 2017, 2016, and 2015, respectively, for a total of
$433.7 million in 2017, 2016, and 2015, respectively. At December 31, 2017, we had remaining authorization to repurchase
$94.4 million of common shares. On January 25, 2018 our Board of Directors increased our repurchase authorization by $500.0
million.
yy
Under our stock-based compensation plans, we accept shares as payment under certain conditions related to stock option
exercises and vesting of restricted shares and share units, generally related to the payment of tax obligations. During 2017,
2016, and 2015, employees surrendered shares valued at $6.0 million, $3.2 million, and $9.0 million, respectively, under these
plans. Such share transactions are excluded from the above noted share repurchase authorization.
yy
64
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
7. Stock compensation plans
WW
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, restricted share units ("RSUs"),
and performance shares 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 awarded an annual distribution of
common shares. Options granted to employees generally vest incrementally over four years and are generally exercisable for
ten years from the vest date. RSUs represent the right to receive an equal number of common shares and are converted into
common shares upon distribution. Restricted shares and RSUs generally cliff vest after
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. As of
December 31, 2017, there were 25.0 million shares that remained available for grant under the plan. Our stock compensation
expense for the three years ended December 31, 2017, is presented below ($000's omitted):
three years. Both restricted share and
ff
r
Stock options
Restricted shares (including RSUs and
performance shares)
Long-term incentive plans
2017
2016
2015
$
— $
— $
37
24,207
18,626
16,852
9,476
3,602
7,863
$
33,683
$
22,228
$
24,752
Stock options
A
A summary of stock option activity for the three years ended
December 31, 2017, is presented below (000’s omitted,
except per share data):
2017
2016
2015
Weighted-
WW
Average
AA
e
r
Per Shar
Exercise
Price
Weighted-
WW
Average
AA
e
r
Per Shar
Exercise
Price
Shares
Weighted-
WW
Average
AA
e
r
Per Shar
Exercise
Price
Shares
Shares
3,623
$
—
(2,353)
(102)
1,168
1,168
$
$
12
—
12
28
11
11
6,040
$
—
(498)
(1,919)
3,623
3,623
$
$
19
—
12
34
12
12
9,370
$
—
(904)
(2,426)
6,040
6,040
$
$
23
—
12
37
19
19
$
—
$
—
$
—
Outstanding, beginning of year
Granted
Exercised
Forfeited
Outstanding, end of year
Options exercisable at year end
Weighted-average per share fair value of
WW
options granted during the year
The following table summarizes information about our options outstanding at December 31, 2017:
Options Outstanding
Weighted-
WW
AA
Average
Remaining
Contract Life
(in years)
Number
Outstanding
(000's omitted)
Options Exercisable
WW
Weighted-
Average
AA
Per Shar
e
r
Exercise Price
Number
Exercisable
(000's omitted)
WW
Weighted-
Average Per
AA
Share
Exercise Price
264
904
1,168
2.9
1.6
1.9
$
$
8
12
11
264
904
1,168
$
$
8
12
11
$0.01 to $10.00
$10.01 to $20.00
65
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
WW
We did not issue any stock options during 2017, 2016, or 2015.
As a result, there is no unrecognized compensation cost
related to stock option awards at December 31, 2017. 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 2017, 2016, and 2015 was $31.1 million, $4.5 million, and $9.4 million, respectively. As of December 31,
2017, options outstanding, all of which were exercisable, had an intrinsic value of $25.8 million.
rr
Restricted shares (including RSUs and performance shar
es)
rr
yy
A summary of restricted share activity
, including RSUs and performance shares, for the three years ended
A
December 31,
2017, is presented below (000’s omitted, except per share data):
2017
2016
2015
Weighted-
WW
AA
Average
Per Shar
e
r
Grant Date
Fair ValueVV
Shares
Weighted-
WW
AA
Average
Per Shar
e
r
Grant Date
Fair ValueVV
Shares
Weighted-
WW
AA
Average
Per Shar
e
r
Grant Date
Fair ValueVV
Shares
2,974
1,251
(775)
(179)
3,271
152
$
$
$
19
21
19
19
19
17
2,576
1,853
(546)
(909)
2,974
123
$
$
$
18
17
20
12
19
15
2,890
932
(1,090)
(156)
2,576
89
$
$
$
15
22
10
19
18
14
Outstanding, beginning of
year
Granted
Distributed
Forfeited
Outstanding, end of year
VV
Vested, end of year
During 2017, 2016, and 2015, the total fair value of shares vested during the year was $15.0 million, $11.0 million, and
$10.2 million, respectively. Unamortized compensation cost related to restricted share awards was $18.6 million at
December 31, 2017. These costs will be expensed over a weighted-average period of approximately 2 years. Additionally, there
were 152,472 RSUs outstanding at December 31, 2017, that had vested but had not yet been paid out because the payout date
had been deferred by the holders.
yy
Long-term incentive plans
WW
We maintain long-term incentive plans for senior management and other employees that provide awards based on the
achievement of stated performance targets over three-year periods. Awards are stated in dollars but are 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 adjust the liabilities and recognize the expense
associated with the awards based on the probability of achieving the stated performance targets at each reporting period.
Liabilities for these awards totaled $14.0 million and $11.2 million at December 31, 2017 and 2016, respectively.
WW
AA
ff
8. Income taxes
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax TT
Cuts and Jobs Act (the “Tax TT Act”). The TaxTT Act makes broad and complex changes to the U.S. tax code, including, but not
limited to, the following that impact us: (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent;
(2) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (3)
creating a new limitation on deductible interest expense; (4) repealing the domestic production activities deduction; (5) limiting
the deductibility of certain executive compensation; and (6) limiting certain other deductions.
ff
The SEC staff issued Staf
f ff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax
Tax TT Act. SAB 118 provides a measurement period that should not extend beyond one year from the TaxTT Act
effects of the
ff
enactment date for companies to complete the accounting relating to the Tax TT Act under ASC 740. In accordance with SAB 118,
a company must reflect the income tax effects of those aspects of the
ff
s accounting for certain income tax effects of the
complete. To the extent that a company’
determine a reasonable estimate, it must record a provisional estimate in its financial statements. If a company cannot determine
66
Tax TT Act for which the accounting under ASC 740 is
TaxTT Act is incomplete but it is able to
TT
ff
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
a provisional estimate to be included in its financial statements, it should continue to apply ASC 740 on the basis of the
provisions of the tax laws that were in effect immediately before the enactment of the
TaxTT Act.
ff
In connection with our initial analysis of the impact of the TaxTT Act, we have recorded a provisional amount of net tax
ff
expense of $172.1 million in the year ended December 31, 2017 related to the remeasurement of our deferred tax balance and
ww
other effects. For various reasons including those discussed below
, we have not fully completed our accounting for the income
tax effects of the
TaxTT Act, we recorded provisional
ff
amounts.
Tax TT Act. As we were able to make reasonable estimates of the effects of the
ff
In connection with the adoption of the Tax TT Act, we:
– Remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the
future, which is generally at a federal rate of 21%. However, we are still analyzing certain aspects of the Tax TT Act and
refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new
deferred tax amounts. Our financial statements include provisional amounts for the impacts of deferred tax revaluation.
ff
– Evaluated the future deductibility of executive compensation due to the elimination of the performance-based exception
as well as the modification of who is treated as a covered person in connection with limiting the deduction. As part of the
TaxTT Act, there is a transition rule for written, binding contracts in place prior to November 2, 2017 related to executive
compensation, that have not been modified in any material respect. Further guidance is needed to fully determine the
impact of these provisions. Our financial statements include provisional amounts for the impacts of the changes to the
deductibility of executive compensation.
– Performed initial evaluations of the state conformity to the Tax TT Act. We continue to assess the conformity of each state in
WW
which we operate to the TaxTT Act along with the changes in deductibility of certain expenses at the federal level in order
to finalize the impacts on the realizability of our state net NOLs and our related valuation allowances. Our financial
statements include provisional amounts for the impacts of state conformity.
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)
2017
2016
2015
$
$
$
$
$
81,101
(11,801)
69,300
444,695
(22,388)
422,307
491,607
$
$
$
$
$
$
9,464
(13,104)
(3,640) $
312,288
22,499
334,787
331,147
$
$
$
8,760
1,474
10,234
277,895
33,804
311,699
321,933
The deferred tax expense associated with the remeasurement of the state NOL carryforwards and related valuation
L
allowances as well as other deferred tax assets are net of federal benefit and included in state deferred tax expense.
The following table reconciles the statutory federal income tax rate to the effective income tax rate:
ff
Income taxes at federal statutory rate
State and local income taxes, net of federal tax
Changes in tax laws, including the Tax Act
Deferred tax asset valuation allowance
Tax contingencies
Other
Effective rate
ff
67
2017
2016
2015
35.0%
3.1
18.3
(1.1)
(1.0)
(1.9)
52.4%
35.0%
35.0%
3.3
0.5
(2.2)
(1.3)
0.2
2.8
0.3
0.4
0.1
0.9
35.5%
39.5%
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Our effective tax rate was
ff
52.4%, 35.5% and 39.5% for 2017, 2016, and 2015, respectively. The 2017 effective tax rate
ff
ff
differs from the federal statutory rate primarily due to the impacts of the
earnings, the favorable resolution of certain state income tax matters, the domestic production activities deduction, and state tax
law changes. The 2016 effective tax rate exceeds the federal statutory rate primarily due to state income taxes, the reversal of a
portion of our valuation allowance related to a legal entity restructuring, the favorable resolution of certain state income tax
matters, the impact on our net deferred tax assets due to changes in business operations and state tax laws, and recognition of
energy efficient home credits.
and the impact of changes in business operations and state tax laws to our net deferred tax assets.
The 2015 effective tax rate exceeds the federal statutory rate primarily due to state income taxes
Tax TT Act, state income tax expense on current year
ff
ff
ff
As a result of the adoption of ASU No. 2016-09 (see Note 1), excess tax benefits related to equity compensation are
)
recorded as a component of income tax expense. Additionally, we recorded a cumulative-ef
ff
fect adjustment to increase retained
yy
earnings and deferred tax assets as of January 1, 2017 by $18.6 million for previously unrecognized excess tax benefits.
ff
Deferred tax assets and liabilities reflect temporary differences arising from the dif
ferent treatment of items for tax and
accounting purposes. Components of our net deferred tax asset are as follows ($000’s omitted):
ff
Deferred tax assets:
Accrued insurance
Inventory valuation reserves
Other reserves
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
ff
Deferral of profit on home sales
Intangibles
VV
Valuation allowance
Net deferred tax asset
At December 31,
2017
2016
$
117,133
$
202,791
78,271
41,282
248,224
54,965
41,763
784,429
220,823
359,964
132,597
187,817
224,316
53,917
45,673
1,225,107
(17,895)
(34,769)
(17,860)
(70,524)
(68,610)
645,295
$
(13,054)
(69,391)
(28,391)
(110,836)
(64,863)
1,049,408
$
Our federal NOL carryforward deferred tax asset of
L
$41.3 million expires, if unused, between 2031 and 2032. We alsoWW
have state NOLs in various jurisdictions which may generally be carried forward from 5 to 20 years, depending on the
jurisdiction. Our NOL carryforward deferred tax assets will expire if unused at various dates as follows:
2018 to 2022 and $221.3 million from 2023 and thereafter. In addition, we have federal energy credit carryforwards that expire,
if unused, between 2027 and 2036, and alternative minimum tax credits that, if unused in 2018, can be refunded beginning in
2019.
$26.9 million from
L
WW
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.
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.
WW
We conduct our
yy
ff
68
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Our ability to use certain of Centex’s federal losses and credits is limited by Section 382 of the Internal Revenue Code.
We do not believe that this limitation will prevent us from utilizing these Centex losses and credits.
WW
utilization of certain state NOL carryforwards will be limited due to Section 382.
L
WW
We do believe that full
The accounting for deferred taxes is based upon estimates of future results. Differences between estimated and actual
ff
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.
ff
Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and
ff
the benefits recognized for financial statement purposes. We had
$48.6 million and $21.5 million of gross unrecognized tax
benefits at December 31, 2017 and 2016, respectively. If recognized, $23.4 million and $14.0 million, respectively, of these
amounts would impact our effective tax rate.
$4.9 million and $12.2
million at December 31, 2017 and 2016, respectively.
Additionally, we had accrued interest and penalties of
WW
yy
yy
ff
It is reasonably possible within the next twelve months that our gross unrecognized tax benefits may decrease by up to
$40.0 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):
A
Unrecognized tax benefits, beginning of period
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
Unrecognized tax benefits, end of period
$
$
2017
2016
2015
21,502
20,555
(9,665)
18,895
—
$
38,992
$
224
(13,218)
114
(707)
(2,683)
48,604
$
(3,903)
21,502
$
32,911
5,763
—
318
—
—
38,992
WW
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 2015 and prior are closed.
TT
Tax year 2016 is
PP
expected to close by the second quarter of 2018. We are also 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 2017.
WW
9. Fair value disclosur
r
es
ASC 820, “Fair Value Measurements and Disclosures,” provides a framework for measuring fair value in generally
VV
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
69
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Our assets and liabilities measured or disclosed at fair value are summarized below ($000’s omitted):
Financial Instrument
Fair Value
Fair Value
Hierarchy
December 31,
2017
December 31,
r
2016
Measured at fair value on a r
r
ecurring basis:
Residential mortgage loans available-for-sale
Interest rate lock commitments
Forward contracts
Whole loan commitments
r
Measured at fair value on a non-r
ecurring basis:
House and land inventory
Land held for sale
Disclosed at fair value:
r
Cash and equivalents (including restricted cash)
Financial Services debt
Other notes payable
Senior notes payable
Level 2
Level 2
Level 2
Level 2
Level 3
Level 2
Level 1
Level 2
Level 2
Level 2
$
570,600
$
539,496
5,583
(385)
(147)
11,045
$
8,600
8,693
7,081
272
8,920
1,670
306,168
$
437,804
20,024
723,248
331,621
19,282
3,243,750
3,112,297
$
$
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, and forward contracts on mortgage-backed securities
are valued based on market prices for similar instruments. Fair values for whole loan 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, Other notes payable and the Revolving Credit
Facility approximate their fair values due to their short-term nature and floating interest rate terms. The fair values of the Senior
notes payable 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 the senior notes payable was $3.0 billion and $3.1 billion at
December 31, 2017 and 2016, respectively.
70
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
r
10. Other assets and accrued and other
liabilities
r
Other assets are presented below ($000’s omitted):
Accounts and notes receivable:
Insurance receivables (Note 11)
Notes receivable
Other receivables
Prepaid expenses
Deposits and pre-acquisition costs (Note 1)
Property and equipment, net (Note 1)
Income taxes receivable (Note 8)
Other
December 31,
2017
2016
$
213,407
$
307,344
16,768
76,309
306,484
116,912
207,987
70,706
6,964
36,070
29,111
90,714
427,169
106,748
195,436
77,444
9,272
41,357
$
745,123
$
857,426
WW
We record receivables from various parties in the normal course of business, including amounts due from insurance
companies (see Note 11), 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 11)
Compensation-related liabilities
WW
Warranty liabilities
(Note 11)
Accrued interest
Loan origination liabilities (Note 11)
Other
December 31,
2017
2016
$
758,812
$
134,008
72,709
50,620
34,641
305,543
831,058
123,730
66,134
50,793
35,114
322,883
$
1,356,333
$
1,429,712
71
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
11. Commitments and contingencies
Leases
WW
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,
2017, are as follows ($000’s omitted):
r
Years Ending December
YY
g
31,,
2018
2019
2020
2021
2022
Thereafter
$
25,040
23,561
16,798
11,674
9,543
31,509
TT
Total minimum lease payments
$
118,125
Net rental expense for 2017, 2016, and 2015 was $30.8 million, $33.0 million, and $27.7 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, we reduced our loan origination liabilities by net
reserve releases of $11.4 million based on probable settlements of various repurchase requests and existing conditions. Reserves
provided (released) are reflected in Financial Services expenses. Given the 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):
yy
yy
ff
Liabilities, beginning of period
Reserves provided (released), net
Payments
Liabilities, end of period
2017
2016
2015
$
$
35,114
(50)
(423)
34,641
$
$
46,381
$
506
(11,773)
35,114
$
58,222
(11,433)
(408)
46,381
Community development and other special district obligations
A
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.
A
yy
72
PULTEGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 $235.5 million and $1.2 billion, respectively, at December 31, 2017, and
$219.1 million and $1.1 billion, respectively, at December 31, 2016. 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. During 2016, we settled a contract dispute related to a land
transaction that we terminated over ten years ago in response to a collapse in housing demand. As a result of the settlement, we
recorded a charge of $15.0 million, which is reflected in other expense, net.
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, which we recorded to other expense, net. We have appealed the award and accrued the interest that would be
applicable under the award since the date of the verdict.
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 (and in limited instances exceeding) 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 projected 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.
73
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
Changes to warranty liabilities were as follows ($000’s omitted):
Warranty liabilities, beginning of period
Reserves provided
Payments
Other adjustments (a)
WW
Warranty liabilities, end of period
2017
2016
2015
$
$
66,134
50,014
(58,780)
15,341
72,709
$
$
61,179
67,169
(55,892)
(6,322)
66,134
$
$
65,389
52,684
(60,968)
4,074
61,179
(a)
Includes a charge of
in Florida.
r
rr
$12.4 million in 2017 related to estimated costs to complete r
epairs in a closed-out community
rr
rr
Self-insured risks
WW
We maintain, and require our subcontractors to maintain, general liability insurance coverage.
WW
We also maintain builders'
yy
risk, property, errors and omissions, workers compensation, and other business insurance coverage.
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.
These insurance policies
ff
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.
yy
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.
WW
yy
Our recorded reserves for all such claims totaled $758.8 million and $831.1 million at December 31, 2017 and 2016,
yy
respectively, the vast majority of which relate to general liability claims.
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 70% of the total general liability reserves at December 31, 2017 and
2016, 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.
The recorded reserves include loss estimates related to
Housing market conditions have been volatile across most of our markets over the past ten years, and we believe such
ff
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
yy
yy
74
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
inputs and trends utilized in the actuarial analyses, which could have a material impact on the recorded reserves. Additionally, yy
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.
ff
Adjustments to reserves are recorded in the period in which the change in estimate occurs. During 2017, 2016, and 2015,
we reduced general liability reserves by $95.1 million, $55.2 million, and $29.6 million, respectively, as a result of changes in
estimates resulting from actual claim experience observed being less than anticipated in previous actuarial projections. The
changes in actuarial estimates were driven by changes in actual claims experience that, in turn, impacted actuarial estimates for
potential future claims. These changes in actuarial estimates did not involve any changes in actuarial methodology but did
impact the development of estimates for future periods, which resulted in adjustments to the IBNR portion of our recorded
liabilities. During 2015, we also recorded a general liability reserve reversal of $32.6 million, resulting from a legal settlement
relating to plumbing claims initially reported to us in 2008 and for which our recorded liabilities were adjusted over time based
on changes in facts and circumstances. These claims ultimately resulted in a class action lawsuit involving a national vendor
and numerous other homebuilders, homebuyers, and insurance companies. In 2015, a global settlement was reached, pursuant
to which we funded our agreed upon share of settlement costs, which were significantly lower than our previously estimated
exposure. Costs associated with our insurance programs are classified within selling, general, and administrative expenses.
yy
Changes in these liabilities were as follows ($000's omitted):
Balance, beginning of period
Net reserves provided
Adjustments to previously recorded reserves (a)
Payments, net (b)
Balance, end of period
2017
2016
2015
$
$
831,058
81,503
(97,789)
(55,960)
758,812
$
924,563
$
995,692
97,916
(57,132)
(134,289)
831,058
$
80,860
(64,775)
(87,214)
924,563
$
(a)
(b)
rr
rr
Includes general liability reserve r
rr
eversals of
.yy
2015, respectively
Includes net changes in amounts expected to be recover
rr
ed fr
om our insurance carriers, which ar
rr
assets (see below).
rr
$95.1 million, $55.2 million, and $62.2 million in 2017, 2016, and
6
rr
ecor
ded to other
rr
e rrr
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 10, our receivables from insurance carriers totaled $213.4 million and $307.3 million at December 31, 2017
and 2016, respectively. The insurance receivables relate to costs incurred or to be incurred to perform corrective repairs, settle
claims with customers, and other costs related to the continued progression of both known and anticipated future construction
defect claims that we believe to be insured related to previously closed homes. 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. In addition, disputes between homebuilders and
carriers over coverage positions relating to construction defect claims are common. Resolution of claims with carriers involves
the exchange of significant amounts of information and frequently involves legal action. The majority of the decrease in our
insurance receivables during 2017 resulted from cash received from our insurance carriers. However, we also recorded write-
ff
offs of
$29.6 million of insurance receivables associated with the resolution of these matters in 2017.
ff
We are the plaintif
f in litigation with certain of our insurance carriers in regard to
WW
WW
receivables relating to the applicability of coverage to such costs under their policies. We believe collection of these insurance
receivables, including those in litigation, is probable based on the legal merits of our positions after review by legal counsel,
favorable legal rulings received to date, the high credit ratings of our carriers, 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.
$71.6 million of recorded insurance
yy
75
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
12. Supplemental Guarantor information
r
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.
yy
yy
yy
AA
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2017
($000’s omitted)
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
— $
125,462
$
147,221
$
— $
—
—
—
—
—
—
9,417
—
646,227
32,339
1,146
157,801
7,053,087
68,384
—
62,415
592,045
140,992
—
148,367
94,043
—
570,600
542
143,661
—
(932)
—
—
—
—
—
—
—
—
—
272,683
33,485
306,168
7,147,130
68,384
570,600
62,957
745,123
140,992
645,295
6,661,638
284,983
$
7,317,282
$ 8,359,707
$
7,300,127
8,256,408
(14,246,748)
$ (14,246,748) $
—
9,686,649
$
89,388
$ 1,636,913
$
274,626
$
— $
2,000,927
86,925
—
2,986,943
3,163,256
4,154,026
—
—
16,911
1,653,824
6,705,883
$
7,317,282
$ 8,359,707
$
—
437,804
3,113
715,543
7,540,865
8,256,408
—
—
—
—
(14,246,748)
$ (14,246,748) $
86,925
437,804
3,006,967
5,532,623
4,154,026
9,686,649
ASSETS
Cash and equivalents
Restricted cash
Total cash, cash equivalents, and
TT
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
Notes payable
TT
Total liabilities
TT
Total shareholders’
equity
76
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
AA
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2016
($000’s omitted)
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
— $
588,353
$
110,529
$
— $
—
—
—
—
—
105
12,364
—
1,051,351
22,832
1,534
611,185
6,707,392
31,218
—
46,248
716,923
154,792
—
112,063
63,263
510
539,496
5,094
128,139
—
(1,943)
—
—
—
—
—
—
—
—
—
698,882
24,366
723,248
6,770,655
31,728
539,496
51,447
857,426
154,792
1,049,408
6,835,075
$
7,898,895
(376,748)
$ 7,891,010
$
6,845,781
7,692,403
(13,304,108)
$(13,304,108) $
—
10,178,200
$
94,656
$ 1,738,454
$
189,948
$
— $
2,023,058
34,860
—
3,110,016
3,239,532
4,659,363
—
—
17,302
1,755,756
6,135,254
$
7,898,895
$ 7,891,010
$
—
331,621
1,980
523,549
7,168,854
7,692,403
—
—
—
—
(13,304,108)
$(13,304,108) $
34,860
331,621
3,129,298
5,518,837
4,659,363
10,178,200
ASSETS
Cash and equivalents
Restricted cash
Total cash, cash equivalents, and
TT
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
Notes payable
TT
Total liabilities
TT
Total shareholders’
equity
77
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
CONSOLIDATING ST
AA
AND COMPREHENSIVE INCOME (LOSS)
AA
ATT TEMENT
r
TIONS
AA
OF OPERA
ended
F
r
For the year
($000’s omitted)
r
December 31, 2017
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.
$
— $ 8,229,392
$
94,592
$
— $
8,323,984
—
—
—
—
53,280
8,282,672
—
8,282,672
— (6,385,167)
(131,363)
—
— (6,516,530)
(527)
—
—
(482)
(2,485)
(785,266)
(58,619)
—
(2,967)
1,127
921,730
(483,435)
(1,840)
449,061
447,221
81
438,295
58,559
496,854
—
3,826
98,418
192,160
290,578
(75,985)
(3,086)
(79,071)
(118,762)
(106,315)
31,150
2,485
20,065
(9,299)
10,766
226,864
237,630
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(734,484)
(734,484)
—
57,106
8,381,090
192,160
8,573,250
(6,461,152)
(134,449)
(6,595,601)
(119,289)
(891,581)
(27,951)
—
938,828
(491,607)
447,221
—
447,221
81
Comprehensive income (loss)
$
447,302
$
496,854
$
237,630
$
(734,484) $
447,302
78
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
CONSOLIDATING ST
AA
AND COMPREHENSIVE INCOME (LOSS)
AA
ATT TEMENT
r
TIONS
AA
OF OPERA
ended
F
r
For the year
($000’s omitted)
r
December 31, 2016
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.
$
— $ 7,427,757
$
23,558
$
— $
7,451,315
—
—
—
—
33,598
7,461,355
—
7,461,355
— (5,566,653)
(30,156)
—
— (5,596,809)
(533)
—
—
(1,321)
(1,980)
(907,748)
(69,345)
—
(3,301)
1,254
886,920
(312,486)
(2,047)
604,750
602,703
83
574,434
58,078
632,512
—
2,437
25,995
181,126
207,121
(21,321)
(1,959)
(23,280)
(108,040)
(49,402)
21,852
1,980
50,231
(19,915)
30,316
457,716
488,032
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,120,544)
(1,120,544)
—
36,035
7,487,350
181,126
7,668,476
(5,587,974)
(32,115)
(5,620,089)
(108,573)
(957,150)
(48,814)
—
933,850
(331,147)
602,703
—
602,703
83
Comprehensive income (loss)
$
602,786
$
632,512
$
488,032
$ (1,120,544) $
602,786
79
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
CONSOLIDATING ST
AA
AND COMPREHENSIVE INCOME (LOSS)
AA
ATT TEMENT
r
TIONS
AA
OF OPERA
ended
F
r
For the year
($000’s omitted)
r
December 31, 2015
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
—
—
—
—
48,536
5,841,211
1
5,841,212
— (4,235,945)
(35,858)
—
— (4,271,803)
276
(313)
(3)
(760)
(2,110)
(790,818)
(17,424)
(7,922)
(3,186)
1,210
753,521
(297,485)
(1,976)
496,066
494,090
81
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
(4,235,945)
(35,858)
(4,271,803)
(82,047)
(794,728)
(17,363)
—
816,023
(321,933)
494,090
—
494,090
81
Comprehensive income (loss)
$
494,171
$
496,520
$
451,729
$
(948,249) $
494,171
80
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
CONSOLIDATING ST
r
AA
r
For the year
($000’s omitted)
AA
ATT TEMENT
ended
F
r
December 31, 2017
OF CASH FLOWS
Net cash provided by (used in)
operating activities
Cash flows from investing activities:
Capital expenditures
Investment in unconsolidated
subsidiaries
Other investing activities, net
Net cash provided by (used in) investing
activities
Cash flows from financing activities:
Financial Services borrowings
(repayments)
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)
Cash, cash equivalents, and restricted cash
at beginning of year
Cash, cash equivalents, and restricted cash
at end of year
$
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
309,757
$
328,163
$
25,157
$
— $
663,077
—
—
—
—
—
(123,000)
2,720,000
(2,720,000)
27,720
(916,323)
(112,748)
814,594
(309,757)
—
—
(25,432)
(6,619)
(23,037)
5,778
(42,691)
—
(10,301)
—
—
—
—
—
(728,555)
(738,856)
(453,384)
—
(932)
(7,551)
106,183
(1,446)
—
—
—
—
—
(86,039)
18,698
36,304
611,185
112,063
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(32,051)
(23,037)
4,846
(50,242)
106,183
(134,747)
2,720,000
(2,720,000)
27,720
(916,323)
(112,748)
—
(1,029,915)
(417,080)
723,248
— $
157,801
$
148,367
$
— $
306,168
81
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
CONSOLIDATING ST
r
AA
r
For the year
($000’s omitted)
AA
ATT TEMENT
ended
F
r
December 31, 2016
OF CASH FLOWS
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
256,722
$
(102,054) $
(86,398) $
— $
68,270
Net cash provided by (used in)
operating activities
Cash flows from investing activities:
Capital expenditures
Investment in unconsolidated
subsidiaries
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)
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)
Cash, cash equivalents, and restricted cash
at beginning of year
Cash, cash equivalents, and restricted cash
at end of year
$
—
—
—
—
—
—
1,991,937
(965,245)
619,000
(619,000)
5,845
(603,206)
(124,666)
(561,387)
(256,722)
—
—
(36,297)
(2,998)
(14,539)
(430,458)
11,189
—
—
1,911
(470,105)
(1,087)
—
4,000
(21,235)
—
—
—
—
—
541,703
524,468
(47,691)
63,744
—
(439)
—
—
—
—
—
19,684
82,989
(4,496)
658,876
116,559
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(39,295)
(14,539)
(430,458)
13,100
(471,192)
63,744
1,995,937
(986,919)
619,000
(619,000)
5,845
(603,206)
(124,666)
—
350,735
(52,187)
775,435
— $
611,185
$
112,063
$
— $
723,248
82
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
CONSOLIDATING ST
r
AA
r
For the year
($000’s omitted)
AA
ATT TEMENT
ended
F
r
December 31, 2015
OF CASH FLOWS
PulteGroup,
Inc.
Unconsolidated
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Eliminating
Entries
Consolidated
PulteGroup,
Inc.
$
185,946
$
(430,940) $
(92,596) $
— $
(337,590)
Net cash provided by (used in)
operating activities
Cash flows from investing activities:
Capital expenditures
Investment in unconsolidated
subsidiaries
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)
Cash, cash equivalents, and restricted cash
at beginning of year
Cash, cash equivalents, and restricted cash
at end of year
$
—
—
—
—
—
498,087
(237,995)
125,000
(125,000)
10,535
(442,738)
(115,958)
90,959
(197,110)
(11,164)
(41,857)
(3,583)
(454)
2,391
(39,920)
—
—
(1,198)
—
—
—
—
—
(27,886)
(29,084)
(499,944)
—
8,939
5,356
127,636
—
—
—
—
—
—
—
(63,073)
64,563
(22,677)
11,164
1,158,820
139,236
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(45,440)
(454)
11,330
(34,564)
127,636
498,087
(239,193)
125,000
(125,000)
10,535
(442,738)
(115,958)
—
(161,631)
(533,785)
1,309,220
— $
658,876
$
116,559
$
— $
775,435
83
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
13. Quarterly results (unaudited)
UNAUDITED QUARTERL
RR
(000’s omitted, except per shar
YLL INFORMA
AA
e data)
Y
r
TION
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter
TT
Total
(a)
$ 1,587,061
(1,220,906)
125,762
$ 1,973,571
(1,637,536)
103,599
$ 2,083,067
(1,589,728)
250,463
$ 2,737,391
(2,147,431)
385,508
$ 8,381,090
(6,595,601)
865,332
$
41,767
$
47,275
$
46,952
$
56,166
$
192,160
13,503
18,948
17,786
23,259
73,496
$ 1,628,828
$ 2,020,846
$ 2,130,019
$ 2,793,557
$ 8,573,250
139,265
(47,747)
91,518
0.29
0.28
122,547
(21,798)
100,749
0.32
0.32
268,249
(90,710)
177,539
0.59
0.58
$
$
$
$
$
$
$
$
$
$
$
$
408,767
(331,352)
77,415
0.26
0.26
$
$
$
317,756
312,315
298,538
292,174
2,329
1,565
1,690
1,318
320,085
313,880
300,228
293,492
938,828
(491,607)
447,221
1.45
1.44
305,089
1,725
306,814
2017
Homebuilding:
Revenues
Cost of revenues (b)
Income before income taxes (c)
Financial Services:
Revenues
Income before income taxes
Consolidated results:
Revenues
Income before income taxes
Income tax expense
Net income
Net income per share:
Basic
Diluted
r
Number of shar
es used in calculation:
Basic
Effect of dilutive securities
ff
Diluted
(a)
(b)
rr
rr
Due to rounding, the sum of quarterly r
rr
esults may not equal the total for the year
.yy
e made independently
rr
to-date computations of per share amounts ar
Cost of revenues includes land inventory impairments of
ealizable value adjustments on land held for sale of
Quarters, respectively (see
rr
Note 2); net r
)2
Quarter (see Note 2); and a warranty char
r
ge of
(see Note 11).)1
)2
rr
rr
rr
$31.5 million and $57.5 million in the 2nd and 4th
$12.4 million related to a closed-out community in the 2nd Quarter
-rr
.rr Additionally, quarterly and year
yy
$81.0 million in the 2nd
rr
(c) Homebuilding income before income taxes includes an
$8.0 million impairment of an investment in an
eceivables of
$15.0 million, $5.3
rr
unconsolidated entity in the 2nd Quarter (see Note 2); write-offs of insurance r
Note 11); and r
million, and $9.3 million for the 1st, 3rd, and 4th Quarters, r
rr
eversals of general
)1
rr
espectively (see
rr
rr
$19.8 million and $75.3 million in the 2nd and 4th Quarters, respectively (see
liability insurance reserves of
11).)1
)2
rr
Note
84
NOTES TO CONSOLIDATED FINANCIAL
STL ATT TEMENTS (continued)
AA
LL
PP
PULTEGROUP
AA
, INC.
UNAUDITED QUARTERL
RR
(000’s omitted, except per shar
AA
YLL INFORMA
e data)
Y
r
TION
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter
TT
Total
(a)
$ 1,396,730
(1,040,056)
108,433
$ 1,756,832
(1,314,972)
172,546
$ 1,894,885
(1,429,133)
191,063
$ 2,438,903
(1,835,928)
388,724
$ 7,487,350
(5,620,089)
860,766
$
35,848
$
43,082
$
48,020
$
54,175
$
181,126
9,780
17,034
21,272
24,997
73,084
$ 1,432,578
118,213
(34,913)
83,300
$
$ 1,799,914
189,580
(71,820)
117,760
$
$ 1,942,905
212,335
(83,865)
128,470
$
$ 2,493,078
413,721
(140,549)
273,172
$
$ 7,668,476
933,850
(331,147)
602,703
$
$
$
0.24
0.24
$
$
0.34
0.34
$
$
0.37
0.37
$
$
0.83
0.83
$
$
1.76
1.75
347,815
2,662
350,477
345,240
340,171
2,759
2,250
347,999
342,421
325,975
1,834
327,809
339,747
2,376
342,123
2016
Homebuilding:
Revenues
Cost of revenues
Income before income taxes (b)
Financial Services:
Revenues
Income before income taxes
Consolidated results:
Revenues
Income before income taxes
Income tax expense
Net income
Net income per share:
Basic
Diluted
r
Number of shar
es used in calculation:
Basic
Effect of dilutive securities
ff
Diluted
(a)
(b)
rr
Due to rounding, the sum of quarterly r
rr
esults may not equal the total for the year
to-date computations of per share amounts ar
.yy
e made independently
rr
elated to the
Homebuilding income before income taxes includes a char
r
ge of
rr
$15.0 million in the 3rd Quarter r
rr
eserves
)1
settlement of a disputed land transaction (see Note 11) and an adjustment to general liability insurance r
rr
eserve r
eversal of
rr
relating to a r
rr
$55.2 million in the 4th Quarter.rr
-rr
.rr Additionally, quarterly and year
yy
rr
rr
rr
85
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of PulteGroup, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PulteGroup, Inc. (the Company) as of December 31, 2017
and 2016, 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, 2017, and the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial
position of the Company at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for
each of the three years in the period ended December 31, 2017, 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)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2017, 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 7, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1973.
Atlanta, Georgia
February 7, 2018
86
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 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,
2017. Based upon, and as of the date of that evaluation, our 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, 2017.
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, 2017. 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, 2017.
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, 2017.
87
(b) Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of PulteGroup, Inc.
Opinion on Internal Control over Financial Reporting
We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, 2017, 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). In our opinion, PulteGroup, Inc. (the Company) maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of PulteGroup, Inc. as of December 31, 2017 and 2016, 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, 2017 of the Company and our report dated February 7, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’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 are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 7, 2018
88
(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, 2017
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.
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 2018 Annual Meeting of Shareholders (“2018 Proxy Statement”),
which will be filed no later than 120 days after December 31, 2017, 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 2018 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 2018 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 2018 Proxy Statement under the captions “2017 Executive
Compensation” and “2017 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 2018 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 2018 Proxy Statement under the captions “Certain
Relationships and Related Transactions” and “Board of Directors Information” and is incorporated herein by this reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item will be contained in the 2018 Proxy Statement under the captions “Audit and Non-
Audit Fees” and “Audit Committee Preapproval Policies” and is incorporated herein by reference.
89
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, 2017 and 2016
Consolidated Statements of Operations for the years ended December 31, 2017, 2016, and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017,
2016, and 2015
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2017, 2016,
and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015
Notes to Consolidated Financial Statements
43
44
45
46
47
48
(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
(3)
(a)
(b)
(c)
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)
(d) Amended and Restated By-laws of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.2 of our
Current Report on Form 8-K, filed with the SEC on May 5, 2017)
(e)
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)
(d)
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 PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March
15, 2013)
Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016,
between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by
reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March
10, 2016)
90
(10)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
PulteGroup, Inc. 401(k) Plan (Incorporated by reference to Exhibit 4.3 of our Registration Statement on
Form S-8, No. 333-115570)*
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. 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)*
Amendment Number One to the PulteGroup, Inc. 2013 Stock Incentive Plan dated February 10, 2017
(Incorporated by reference to Exhibit 10 of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017)*
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 (as Amended) under PulteGroup, Inc. 2013 Stock
Incentive Plan (Filed herewith)*
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)*
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 as of January 1, 2017 (Incorporated by reference to Exhibit 10(b) of our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2017)*
Assignment and Assumption Agreement dated as of August 18, 2009 between PulteGroup, Inc. and Centex
Corporation (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the
SEC on August 20, 2009)
91
(s)
(t)
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)*
(u)
PulteGroup, Inc. Amended Retirement Policy (Effective November 30, 2017) (Filed herewith)*
(v) Amended and Restated Credit Agreement dated as of June 30, 2016 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 thereto (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on
Form 8-K, filed with the SEC on July 1, 2016)
(w)
Increase Certificate effective as of October 13, 2017, delivered pursuant to the Amended and Restated
Credit Agreement dated as of June 30, 2016 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 thereto
(Incorporated by reference to Exhibit 10(c) of our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017)
(x) Amended and Restated Master Repurchase Agreement dated 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)
(y)
(z)
(aa)
(ab)
Second Amendment to Amended and Restated Master Repurchase Agreement dated June 24, 2016
(Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with
the SEC on June 29, 2016)
Third Amendment to Amended and Restated Master Repurchase Agreement dated August 15, 2016
(Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with
the SEC on August 17, 2016)
Fourth Amendment to Amended and Restated Master Repurchase Agreement dated December 27, 2016
(Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with
the SEC on December 29, 2016)
Fifth Amendment to Amended and Restated Master Repurchase Agreement dated August 14, 2017
(Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with
the SEC on August 15, 2017)
(ac) Letter Agreement, dated July 20, 2016, by and between Elliott Associates, L.P., Elliott International, L.P.
and PulteGroup, Inc. (Incorporated by reference to Exhibit 10(d) of PulteGroup, Inc.'s Form 10-Q, filed
with the SEC on July 21, 2016)
(ad) Letter Agreement by and among William J. Pulte (grandson of the founder), William J. Pulte (founder),
William J. Pulte Trust dtd 01/26/90, Joan B. Pulte Trust dtd 01/26/90 and PulteGroup, Inc., dated
September 8, 2016 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on
Form 8-K, filed with the SEC on September 8, 2016)
(ae) Transition Agreement by and between PulteGroup, Inc. and Richard J. Dugas, Jr., dated September 8, 2016
(Incorporated by reference to Exhibit 10.2 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with
the SEC on September 8, 2016)*
Ratio of Earnings to Fixed Charges at December 31, 2017 (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 Ryan R. Marshall, 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 (Furnished herewith)
92
(12)
(21)
(23)
(24)
(31)
(32)
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
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
* Indicates a management contract or compensatory plan or arrangement
ITEM 16. FORM 10-K SUMMARY
None.
93
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 7, 2018
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 7, 2018
/s/ Ryan R. Marshall
Ryan R. Marshall
/s/ Robert T. O'Shaughnessy
/s/ James L. Ossowski
President and Chief Executive Officer
(Principal Executive Officer), and
Member of Board of Directors
Robert T. O'Shaughnessy
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
James L. Ossowski
Senior Vice President, Finance
(Principal Accounting Officer)
Brian P. Anderson
Member of Board of Directors
Bryce Blair
Non-Executive Chairman of Board of
Directors
Richard W. Dreiling
Member of Board of Directors
Thomas J. Folliard
Member of Board of Directors
Joshua Gotbaum
Cheryl W. Grisé
Member of Board of Directors
Member of Board of Directors
André J. Hawaux
Member of Board of Directors
Patrick J. O’Leary
Member of Board of Directors
John R. Peshkin
Scott F. Powers
William J. Pulte
Member of Board of Directors
Member of Board of Directors
Member of Board of Directors
}
}
}
}
}
}
}
}
}
}
}
/s/ Robert T. O'Shaughnessy
Robert T. O'Shaughnessy
Executive Vice President and
Chief Financial Officer
94
EXHIBIT 12
F
RATIO OF
AA
PP
PULTEGROUP
LL
EARNINGS
, INC.
TO FIXED CHARGES
($000’s omitted)
2017
r
Years Ended December
31,
YY
2016
2015
2014
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
ff
Income as adjusted
Fixed charges:
Interest expensed and capitalized
Portion of rents representative of interest factor
Fixed charges
Ratio of earnings to fixed charges
$
$
938,828
198,239
141,205
(181,719)
933,850
173,753
123,907
(160,506)
(2,087)
$ 1,094,466
(3,326)
$ 1,067,678
$
$
188,071
10,168
198,239
5.5
$
$
162,861
10,892
173,753
6.1
$
$
$
$
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
$
$
$
$
2013
527,822
162,418
255,065
(154,107)
767
791,965
154,819
7,599
162,418
4.9
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
ff
affiliates, as well as a portion of rent expense, which represents the estimated interest factor and amortization of debt expense.
SUBSIDIARIES OF PULTEGROUP, INC.
As of December 31, 2017
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 Company, LLC
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
PH Relocation Services 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 Company, LLC
Pulte Home Corporation of The Delaware Valley
Pulte Homes of California, Inc.
Pulte Homes of Greater Kansas City, Inc.
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.
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
Michigan
Massachusetts
Nevada
Delaware
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Michigan
Indiana
Michigan
Minnesota
Michigan
Michigan
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 Realty Holding Company, LLC
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
Terravita Home Construction Co.
The Jones Company Building Services, LLC
Delaware
Michigan
Michigan
Michigan
Nevada
Texas
Michigan
Nevada
Michigan
Delaware
Delaware
Michigan
Michigan
Michigan
Michigan
Michigan
California
Michigan
Nevada
Florida
Arizona
Nevada
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-3 No. 333-209598, Form S-8 No. 333-115570,
Form S-8 No. 333-123223, Form S-8 No. 333-150961, Form S-8 No. 333-161441 and Form S-8 No. 333-188986) of PulteGroup,
Inc. and in the related Prospectuses of our reports dated February 7, 2018, 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) of PulteGroup, Inc. for the year ended December 31, 2017.
EXHIBIT 23
/s/ Ernst & Young LLP
Atlanta, Georgia
February 7, 2018
POWER OF ATTORNEY
EXHIBIT 24
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Ryan R. Marshall,
Robert O’Shaughnessy, Todd N. Sheldon, 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
Annual Report on Form 10-K for the fiscal year ending December 31,2017 ("Annual Report"), 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 Annual Report, 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 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
December, 2017.
/s/ Brian P. Anderson
Brian P. Anderson
/s/ Bryce Blair
Bryce Blair
/s/ Richard W. Dreiling
Richard W. Dreiling
/s/ Thomas J. Folliard
Thomas J. Folliard
/s/ Joshua Gotbaum
Joshua Gotbaum
/s/ Cheryl W. Grisé
Cheryl W. Grisé
/s/ André J. Hawaux
André J. Hawaux
/s/ Patrick J. O’Leary
Patrick J. O’Leary
/s/ John R. Peshkin
John R. Peshkin
/s/ Scott F. Powers
Scott F. Powers
/s/ William J. Pulte
William J. Pulte
I, Ryan R. Marshall, 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 functions):
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 7, 2018
/s/ Ryan R. Marshall
Ryan R. Marshall
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 functions):
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 7, 2018
/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,
2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby 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 7, 2018
/s/ Ryan R. Marshall
Ryan R. Marshall
President and Chief Executive Officer
/s/ Robert T. O'Shaughnessy
Robert T. O'Shaughnessy
Executive Vice President and
Chief Financial Officer
PulteGroup, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
This report contains information about our operating results reflecting certain adjustments, including adjustments to cost of revenues, selling
general, and administrative expenses, income before income taxes, income tax expense, net income, diluted earnings per share, and
operating margin. These measures are considered non-GAAP financial measures under the SEC’s rules and should be considered in addition
to, rather than as a substitute for, the comparable GAAP financial measures as measures of our profitability. We believe that reflecting these
adjustments provides investors relevant and useful information for evaluating the comparability of financial information presented and
comparing our profitability to other companies in the homebuilding industry. Although other companies in the homebuilding industry report
similar information, the methods used may differ. We urge investors to understand the methods used by other companies in the homebuilding
industry to calculate these measures and any adjustments thereto before comparing our measures to those of such other companies.
The following tables set forth a reconciliation of the non-GAAP financial measures to the GAAP financial measures that management
believes to be most directly comparable ($000’s omitted):
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
(SG&A)
Other expense, net
Income before income taxes
Income tax expense
Net income
Earnings per share (diluted)
Home sale gross margin
SG&A as a percentage of sales
Operating margin
Effective tax rate
Twelve Months Ended
December 31, 2017
Twelve Months Ended
December 31, 2016
As
Reported
Adjustments
(a)
Adjusted
As
Reported
Adjustments
(b)
Adjusted
$ 8,323,984
57,106
$
— $ 8,323,984
57,106
—
$ 7,451,315
36,035
$
— $ 7,451,315
36,035
—
8,381,090
192,160
8,573,250
(6,461,152)
(134,449)
(6,595,601)
(119,289)
(891,581)
(27,951)
938,828
(491,607)
101,058
81,006
182,064
—
(65,496)
8,017
124,585
107,661
$
$
447,221
$232,246
1.44
22.4%
10.7%
11.7%
52.4%
—
—
—
8,381,090
192,160
7,487,350
181,126
8,573,250
7,668,476
(6,360,094)
(53,443)
(5,587,974)
(32,115)
(6,413,537)
(119,289)
(5,620,089)
(108,573)
—
—
—
1,074
—
1,074
—
(957,077)
(19,934)
1,063,413
(383,946)
679,467
2.19
23.6%
11.5%
12.1%
36.1%
$
$
$
$
(957,150)
(48,814)
933,850
(331,147)
(45,213)
26,643
(17,496)
(17,596)
602,703
$(35,092)
1.75
25.0%
12.8%
12.2%
35.5%
7,487,350
181,126
7,668,476
(5,586,900)
(32,115)
(5,619,015)
(108,573)
(1,002,363)
(22,171)
916,354
(348,743)
567,611
1.66
25.0%
13.5%
11.6%
38.1%
$
$
(a)
(b)
Includes land inventory impairments, net realizable value adjustments on land held for sale, net insurance-related benefits, an impairment
of an investment in an unconsolidated subsidiary, and income tax charges primarily related to the revaluation of deferred tax assets
resulting from the Tax Cuts and Jobs Act enacted in December 2017
Includes land inventory impairments, net insurance-related benefits, restructuring costs associated with a plan to reduce overhead
expenses, costs relating to shareholder activities, a charge resulting from the settlement of a disputed land transaction, and net income
tax benefits primarily related to energy efficient home credits and a deferred tax benefit related to a legal entity restructuring
BOARD OF DIRECTORS, SENIOR LEADERSHIP AND
AREA & DIVISION MANAGEMENT
Brian P. Anderson (1)(3)
Former Chief Financial Officer
OfficeMax, Inc.
Thomas J. Folliard (1)(4)
Former President and CEO
CarMax, Inc.
Bryce Blair (5)
Former Chairman of the Board
and Chief Executive Officer
AvalonBay Communities, Inc.
Joshua Gotbaum (1)(4)
Guest Scholar
Economics Studies Program
at Brookings Institution
Richard W. Dreiling (2)(3)
Former Chairman of the Board
and Chief Executive Officer
Dollar General Corporation
Cheryl W. Grise´ (2)(3)
Former Executive
Vice President
Northeast Utilities
(now Eversource Energy)
BOARD OF DIRECTORS
Andre´ J. Hawaux (1)(4)
Former Executive Vice
President and Chief
Operating Officer
Dick’s Sporting Goods, Inc.
Ryan R. Marshall (4)
President and Chief
Executive Officer
PulteGroup, Inc.
Patrick J. O’Leary (2)(4)
Former Executive Vice
President and Chief
Financial Officer
SPX Corporation
SENIOR LEADERSHIP
John R. Peshkin (1)(4)
Founder and Managing
Partner
Vanguard Land, LLC.
Scott F. Powers (2)(3)
Former President and Chief
Executive Officer
State Street Global Advisors
William J. Pulte (2)(3)
Chief Executive Officer
Pulte Capital Partners, LLC.
(1) Audit Committee Member
(2) Compensation and
Management
Development Committee
Member
(3) Nominating and
Governance Committee
Member
(4) Finance and Investment
Committee Member
(5) Non-Executive Chairman
Ryan R. Marshall
President and Chief Executive
Officer
Harmon D. Smith
Executive Vice President and
Chief Operating Officer
James R. Ellinghausen
Executive Vice President,
Human Resources
James L. Ossowski
Senior Vice President,
Finance
Robert T. O’Shaughnessy
Executive Vice President and
Chief Financial Officer
Stephen P. Schlageter
Senior Vice President,
Operations and Strategy
Todd N. Sheldon
Executive Vice President,
General Counsel and
Corporate Secretary
Anthony W. Barbee
Area President, North Area
John J. Chadwick
Area President, West Area
Gregory W. Huff
Area President, Southeast
Area
Peter J. Keane
Area President, Florida Area
Stephen V. Teodecki
Area President, Texas Area
Joseph L. Drouin
Vice President, Chief
Information Officer
Kimberly M. Hill
Vice President, Tax and
Assistant Secretary
D. Bryce Langen
Vice President and Treasurer
Brien P. O’Meara
Vice President and Controller
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
Jon R. Cherry
Coastal Carolinas
Charles J. Tipton
Georgia
William N. Cutler
Raleigh
David C. Carrier
Tennessee
William R. Coles
Florida Area
Texas Area
Peter J. Keane
Area President
North Florida
Clinton R. Ball
West Florida
Sean C. Strickler
Southeast Florida
Brent R. Baker
Southwest Florida
Richard H. McCormick
Stephen V. Teodecki
Area President
Central Texas
Stephen V. Teodecki
Dallas
Bryan K. Swindell
Houston
Lindy S. Oliva
San Antonio
V. Lee Darnold
North Area
Anthony W. Barbee
Area President
Mid-Atlantic
Jarod D. Blaney
New England
James R. McCabe
Northeast Corridor
John M. Evans
Columbus / Cleveland
James J. Marcero
Illinois
Greg A. Salinas
Indianapolis / Louisville
Scott M. Mairn
Michigan
Brandon K. Jones
Minnesota
Jamie M. Tharp
West Area
John J. Chadwick
Area President
Arizona
Scott R. Wright
Las Vegas
Ryan T. Breen
New Mexico
Scott R. Wright
Northern California
J. Steven Kalmbach
Pacific Northwest
Graham F. Epperson
Southern California
Christopher 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 Jim 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.pultegroup.com.
Annual Meeting of the Shareholders
The annual meeting of shareholders of PulteGroup, Inc., will be held at the corporate offices at 12:30 p.m.
(EDT), Thursday, May 10, 2018, at 3350 Peachtree Rd NE, Atlanta, Georgia 30326.
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.
PulteGroup, Inc.
3350 Peachtree Road N.E.
Suite 150
Atlanta, GA 30326
www.pultegroupinc.com :: www.pulte.com :: www.centex.com :: www.delwebb.com :: www.divosta.com :: www.jwhomes.com