filings.toolsPulteGroup (PHM) 10-K risk factor changes: FY2012 vs FY2011
The 2012-12-31 10-K against the 2011-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A21 rewritten15 added5 removed132 unchanged
All filing items1,040 rewritten482 added644 removed1,923 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 482 added, 644 removed, 1,040 rewritten and 1,923 unchanged across 16 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2012; struck-through words were in FY2011. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
21 rewritten, 15 added, 5 removed, 132 unchanged
[removed: Since early 2006,] [added: In recent years,] the U.S. housing market [removed: has been] [added: was] unfavorably impacted by severe weakness in new home sales attributable to, among other factors, weak consumer confidence, tightened mortgage standards, significant foreclosure activity, a more challenging appraisal environment, higher than normal unemployment levels, and significant uncertainty in the global economy.
These conditions [removed: have] contributed to sharply weakened demand for new homes and heightened pricing pressures on new and existing home sales.
[removed: We cannot predict the duration or the severity of the current market conditions, nor] [added: Accordingly, we can] provide [removed: any] [added: no] assurances that the adjustments we have made in our operating strategy [removed: to address these conditions] will be successful.
The market value of land, building lots and housing inventories can fluctuate significantly as a result of changing market [removed: conditions] [added: 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.
As a result of the [removed: changing] [added: challenging] market conditions in the homebuilding [removed: industry that have occurred since early 2006,] [added: industry,] we [added: have] incurred significant land-related charges resulting from the write-off of deposits and pre-acquisition costs related to land transactions we elected not to pursue, net realizable valuation adjustments related to land positions sold or held for sale, impairments on land assets related to communities under development or to be developed in the future, impairments of our investments in unconsolidated joint ventures, and impairments of our recorded goodwill.
Additionally, if conditions in the homebuilding industry or our local markets worsen in the [removed: future, if the current difficult market conditions extend beyond our expectations,] [added: future] or if our strategy related to certain communities changes, we may be required to evaluate our assets for additional impairments or write-downs, which could result in additional charges that might be significant.
At December 31, [removed: 2011,] [added: 2012,] we had cash and equivalents of [removed: $1.1] [added: $1.4] billion as well as restricted cash totaling [removed: $101.9] [added: $72.0] million.
At December 31, [removed: 2011,] [added: 2012,] we had outstanding letters of credit and surety bonds totaling [removed: $235.9] [added: $179.2] million and [removed: $1.2] [added: $1.0] billion, respectively.
Of these amounts outstanding, [removed: $83.2] [added: $54.5] million of the letters of credit were subject to cash-collateralized agreements while the remaining letters of credit and surety bonds were unsecured.
Our evaluation [added: 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 [added: 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 [added: financial position or] net income for such period.
As each audit is concluded, adjustments, if any, are [removed: appropriately] recorded in our financial statements in the period determined.
As a result of the merger with [removed: Centex,] [added: Centex in August 2009,] our ability to use certain of Centex’s pre-ownership change NOLs, BILs, [removed: or] [added: and] deductions is limited under Section 382 of the Internal Revenue Code.
The applicable Section 382 limitation is approximately $67.4 million per year for NOLs, losses realized on built-in loss assets that are sold within 60 months of the ownership [removed: change,] [added: change (i.e. before August 2014),] and certain deductions.
The value of our deferred tax assets is also dependent upon the tax rates [added: expected to be] in effect at the time taxable income is expected to be generated.
New housing developments may [added: also] be subject to various assessments for schools, parks, streets, and other public improvements.
These can cause an increase in the effective [removed: prices for] [added: cost of] our homes.
They [removed: may] 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.
Inflation may result in increased costs that we may not be able to [removed: recoup if demand declines.][added: recoup.]
[removed: In addition, inflation is often accompanied by higher interest rates, which have a negative impact on housing demand, in which case] [added: However,] we may not be able to raise home prices sufficiently to keep up with the rate of inflation and our margins could decrease.
The homebuilding industry experienced a significant downturn in recent years.
Although industry conditions improved during 2012, the overall U.S. economy remains weak and the timing of a broad, sustainable recovery in the homebuilding industry remains uncertain.
A deterioration in industry conditions could adversely affect our business and results of operations.
During 2012, overall industry new home sales increased, and we returned to profitability.
However, the overall demand for new homes remains at low historical levels, and the timing of a broad, sustainable recovery in the homebuilding industry remains uncertain.
We do not believe that the Section 382 limitation will prevent the Company from using Centex's pre-ownership change NOL carryforwards and built-in losses or deductions.
On January 10, 2013, the Consumer Financial Protection Bureau adopted new rules regarding the origination of mortgages, including the criteria for “qualified mortgages”.
The new rules are scheduled to go into effect in January 2014.
We are in the process of analyzing the new rules and the impact such rules will have on our business.
Additionally, many other rules required by the Dodd-Frank Act of 2010 have not yet been completed or implemented, which has created uncertainty in the overall U.S. financial services and mortgage industries as to their long-term impact.
In addition, inflation is often accompanied by higher interest rates, which could have a negative impact on housing demand.
Information technology failures or data security breaches could harm our business.
We use information technology and other computer resources to carry out important operational activities and to maintain our business records.
Our computer systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches (through cyber-attacks from computer hackers and sophisticated organizations), catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our associates.
If our computer systems and our back-up systems are damaged, breached, or cease to function properly, we could suffer interruptions in our operations or unintentionally allow misappropriation of proprietary or confidential information (including information about our homebuyers and business partners), which could require us to incur significant costs to remediate or otherwise resolve these issues.
The homebuilding industry is currently experiencing an economic down cycle, which has had an adverse effect on our business and results of operations.
Prior to 2006, land and home prices rose significantly in many of our markets.
Beginning in early 2007, the availability of certain mortgage financing products became more constrained as the mortgage industry began to more closely scrutinize sub-prime, Alt-A, and other non-conforming mortgage products.
The limitation may result in a significant portion of Centex’s pre-ownership change NOLs, BILs, and tax credit carryforwards or deductions not being available for our use.
Our compliance with federal, state, and local laws relating to protection of the environment has had, to date, no material effect upon capital expenditures, earnings, or competitive position.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
281 rewritten, 136 added, 189 removed, 388 unchanged
[removed: During 2011,] [added: While the challenging market conditions experienced in recent years lessened the seasonal variations of our results,] we [added: have] experienced a return to a [removed: somewhat] more traditional demand pattern as new orders were higher in the first half of the year and home closings increased in each quarter throughout the year.
In the [removed: long-term,] [added: long term,] we continue to believe that the national publicly-traded builders will have a competitive advantage over local builders through their ability to leverage economies of [removed: scale,] [added: scale at a local level,] access to more reliable and lower cost financing through the capital markets, ability to control and entitle large land positions, and greater geographic and product diversification.
| | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |
| [removed: Homebuilding*] [added: Homebuilding] | $ | [removed: (275,830] [added: 157,991] | [removed: )] | | $ | [removed: (1,240,155] [added: (275,830] | ) | | $ | [removed: (1,920,081] [added: (1,240,155] | ) |
| Financial Services | [removed: (34,470] [added: 25,563] | | [removed: )] | | [removed: 5,609] [added: (34,470] | | [added: )] | | [removed: (55,038] [added: 5,609] | | [removed: )] |
| Income (loss) from continuing operations before income taxes | [removed: (310,300] [added: 183,554] | | [removed: )] | | [removed: (1,234,546] [added: (310,300] | | ) | | [removed: (1,975,119] [added: (1,234,546] | | ) |
| Income tax expense (benefit) | [removed: (99,912] [added: (22,591] | | ) | | [removed: (137,817] [added: (99,912] | | ) | | [removed: (792,552] [added: (137,817] | | ) |
| Net income (loss) | $ | [removed: (210,388] [added: 206,145] | [removed: )] | | $ | [removed: (1,096,729] [added: (210,388] | ) | | $ | [removed: (1,182,567] [added: (1,096,729] | ) |
| Net income (loss) | $ | [removed: (0.55] [added: 0.54] | [removed: )] | | $ | [removed: (2.90] [added: (0.55] | ) | | $ | [removed: (3.94] [added: (2.90] | ) |
| Land-related charges (see [removed: Note 6)] [added: [Note 5](#s7690058CF34E876863AD2825BEA7E169))] | $ | [removed: 35,786] [added: 17,195] | | | $ | [removed: 216,352] [added: 35,786] | | | $ | [removed: 973,289] [added: 216,352] | |
| Goodwill impairments (see [removed: Note 3)] [added: [Note 2](#s3CB841E0B1561AE3C4922825BDD56BE4))] | [removed: 240,541] [added: —] | | | | [removed: 656,298] [added: 240,541] | | | | [removed: 562,990] [added: 656,298] | | |
| Restructuring costs (see [removed: Note 4)] [added: [Note 3](#s4E188342845B0DC73E602825BDFD0858))] | [removed: 19,696] [added: 11,787] | | | | [removed: 50,718] [added: 19,696] | | | | [removed: 64,453] [added: 50,718] | | |
| Loss on debt retirements (see [removed: Note 8)] [added: [Note 7](#s50AD54D3B3C67EF6ED782825C0F5D381))] | [removed: 5,638] [added: 32,071] | | | | [removed: 38,920] [added: 5,638] | | | | [removed: 31,594] [added: 38,920] | | |
| Insurance-related adjustments (see [removed: Note 15)] [added: [Note 13](#s8DA5200B6E4E4E1A3CA72825C483B8BD))] | — | | | | [removed: 280,390] [added: —] | | | | [removed: —] [added: 280,390] | | |
| • | The Financial Services [removed: loss] [added: income] in [removed: 2011] [added: 2012] compared to [removed: income] [added: the loss] in [removed: 2010] [added: 2011] was due to [removed: lower volumes] [added: higher origination volumes, improved loan pricing,] and [removed: increased] [added: lower] loss reserves related to loans originated in previous years. Such loss reserves totaled [removed: $59.3] [added: $49.0] million in [removed: 2011,] [added: 2012,] compared with [removed: $16.9] [added: $59.3] million in [removed: 2010] [added: 2011] (see [Note [removed: 15](#s22D0EC87775A32DDE8778FE23375CC09)] [added: 13](#s8DA5200B6E4E4E1A3CA72825C483B8BD)] to the Consolidated Financial Statements). [added: The] Financial Services [added: loss in 2011 compared to the] income in 2010 was [removed: improved from 2009] primarily due to [removed: reduced] [added: increased] loan loss [removed: reserves, which] [added: reserves in 2011 as such reserves] totaled [removed: $60.9] [added: $16.9] million in [removed: 2009. The Financial Services loss in 2009 also included certain integration costs directly related to the Centex merger totaling $8.4 million, which consisted primarily of severance benefits and lease exit and related asset impairment costs.] [added: 2010.] |
| • | The income tax benefits in [removed: 2011] [added: 2012, 2011,] and 2010 were attributable primarily to the favorable resolution of certain federal and state income tax matters. [removed: The income tax benefit in 2009 reflected the impact of the Worker, Homeownership, and Business Assistance Act of 2009, which allowed us to carry back 2009 taxable losses to prior years and receive refunds of previously paid federal income taxes.] |
| | [removed: 2011] [added: 2012] | | | | FY [removed: 2011] [added: 2012] vs. FY [removed: 2010] [added: 2011] | | | [removed: 2010] [added: 2011] | | | | FY [removed: 2010] [added: 2011] vs. FY [removed: 2009] [added: 2010] | | | [removed: 2009] [added: 2010] | | |
| Home sale revenues | $ | [removed: 3,950,743] [added: 4,552,412] | | | [removed: (11] [added: 15] | [removed: )%] [added: %] | | $ | [removed: 4,419,812] [added: 3,950,743] | | | [removed: 14] [added: (11] | [removed: %] [added: )%] | | $ | [removed: 3,869,297] [added: 4,419,812] | |
| Land sale revenues | [removed: 82,853] [added: 106,698] | | | | [removed: 198] [added: 29] | % | | [removed: 27,815] [added: 82,853] | | | | [removed: (71] [added: 198] | [removed: )%] [added: %] | | [removed: 97,292] [added: 27,815] | | |
| Total Homebuilding revenues | [removed: 4,033,596] [added: 4,659,110] | | | | [removed: (9] [added: 16] | [removed: )%] [added: %] | | [removed: 4,447,627] [added: 4,033,596] | | | | [removed: 12] [added: (9] | [removed: %] [added: )%] | | [removed: 3,966,589] [added: 4,447,627] | | |
| Home sale cost of revenues (a) | [removed: 3,444,398] [added: 3,833,451] | | | | [removed: (14] [added: 11] | [removed: )%] [added: %] | | [removed: 4,006,385] [added: 3,444,398] | | | | [removed: (6] [added: (14] | )% | | [removed: 4,274,474] [added: 4,006,385] | | |
| Land sale cost of revenues (b) | [removed: 59,279] [added: 94,880] | | | | [removed: 11] [added: 60] | % | | [removed: 53,555] [added: 59,279] | | | | [removed: (75] [added: 11] | [removed: )%] [added: %] | | [removed: 211,170] [added: 53,555] | | |
| Selling, general and administrative expenses ("SG&A") (c) | [removed: 519,583] [added: 514,457] | | | | [removed: (42] [added: (1] | )% | | [removed: 895,102] [added: 519,583] | | | | [removed: 33] [added: (42] | [removed: %] [added: )%] | | [removed: 672,434] [added: 895,102] | | |
| Equity in (earnings) loss of unconsolidated entities (d) | [removed: (3,194] [added: (3,873] | | ) | | [removed: 12] [added: 21] | % | | [removed: (2,843] [added: (3,194] | | ) | | [removed: (106] [added: 12] | [removed: )%] [added: %] | | [removed: 49,668] [added: (2,843] | | [added: )] |
| Other expense (income), net (e) | [removed: 293,102] [added: 66,298] | | | | [removed: (61] [added: (77] | )% | | [removed: 742,385] [added: 293,102] | | | | [removed: 8] [added: (61] | [removed: %] [added: )%] | | [removed: 685,829] [added: 742,385] | | |
| Interest income, net | [removed: (3,742] [added: (4,094] | | ) | | [removed: (45] [added: 9] | [removed: )%] [added: %] | | [removed: (6,802] [added: (3,742] | | ) | | [removed: (1] [added: (45] | )% | | [removed: (6,905] [added: (6,802] | | ) |
| Income (loss) before income taxes | $ | [removed: (275,830] [added: 157,991] | [removed: )] | | [removed: (78] [added: 157] | [removed: )%] [added: %] | | $ | [removed: (1,240,155] [added: (275,830] | ) | | [removed: (35] [added: 78] | [removed: )%] [added: %] | | $ | [removed: (1,920,081] [added: (1,240,155] | ) |
| Supplemental data: | | | | | | | | | | | | [removed: | | | | | |]
| Gross margin from home sales | [removed: 12.8] [added: 15.8] | | % | | [removed: 340] [added: 300] bps | | | [removed: 9.4] [added: 12.8] | | % | | [removed: 1,990] [added: 340] bps | | | [removed: (10.5] [added: 9.4] | | [removed: )%] [added: %] |
| SG&A as a percentage of home sale revenues | [removed: 13.2] [added: 11.3] | | % | | [removed: (710)] [added: (190)] bps | | | [removed: 20.3] [added: 13.2] | | % | | [removed: 290] [added: (710)] bps | | | [removed: 17.4] [added: 20.3] | | % |
| Closings (units) | [removed: 15,275] [added: 16,505] | | | | [removed: (11] [added: 8] | [removed: )%] [added: %] | | [removed: 17,095] [added: 15,275] | | | | [removed: 14] [added: (11] | [removed: %] [added: )%] | | [removed: 15,013] [added: 17,095] | | |
| Average selling price | $ | [removed: 259] [added: 276] | | | [removed: 0] [added: 7] | % | | $ | 259 | | | 0 | % | | $ | [removed: 258] [added: 259] | |
| Units | [removed: 15,215] [added: 19,039] | | | | [removed: 0] [added: 25] | % | | [removed: 15,148] [added: 15,215] | | | | [removed: 7] [added: 0] | % | | [removed: 14,185] [added: 15,148] | | |
| Dollars (f) | $ | [removed: 3,953,829] [added: 5,424,300] | | | [removed: 1] [added: 37] | % | | $ | [removed: 3,898,950] [added: 3,953,829] | | | [removed: (19] [added: 1] | [removed: )%] [added: %] | | $ | [removed: 4,816,057] [added: 3,898,950] | |
| Cancellation rate | [removed: 19] [added: 15] | | % | | | | | 19 | | % | | | | | [removed: 23] [added: 19] | | % |
| Active communities at December 31 | [removed: 700] [added: 670] | | | | [removed: (11] [added: (4] | )% | | [removed: 786] [added: 700] | | | | (11 | )% | | [removed: 882] [added: 786] | | |
| Units | [removed: 3,924] [added: 6,458] | | | | [removed: (2] [added: 65] | [removed: )%] [added: %] | | [removed: 3,984] [added: 3,924] | | | | [removed: (33] [added: (2] | )% | | [removed: 5,931] [added: 3,984] | | |
| Dollars | $ | [removed: 1,059,649] [added: 1,931,538] | | | [removed: 0] [added: 82] | % | | $ | [removed: 1,056,563] [added: 1,059,649] | | | [removed: (33] [added: 0] | [removed: )%] [added: %] | | $ | [removed: 1,577,424] [added: 1,056,563] | |
| (a) | Includes the amortization of capitalized interest. Home sale cost of revenues also includes land and community valuation adjustments of [removed: $15.9] [added: $13.4] million, [removed: $169.7] [added: $15.9] million, and [removed: $751.2] [added: $169.7] million for [added: 2012,] 2011, [removed: 2010,] and [removed: 2009,] [added: 2010,] respectively. |
| (b) | Includes net realizable value adjustments for land held for sale of [removed: $9.8] [added: $1.5] million, [removed: $39.1] [added: $9.8] million, and [removed: $113.7] [added: $39.1] million for [added: 2012,] 2011, [removed: 2010,] and [removed: 2009,] [added: 2010,] respectively. |
In 2012, new home sales in the U.S. increased for the first time since 2005.
Although this volume remains very low compared to historical levels, the improved environment and our restructuring actions contributed to our return to profitability in 2012 as net new orders, closings, revenues, gross margin, and overhead leverage all improved compared with 2011.
During the year, our net new orders increased 25% over 2011 from 4% fewer active communities.
We also generated significant positive operating cash flow, highlighting some of the benefits of our efforts to improve our capital efficiency.
By using our existing land assets more efficiently, allocating capital more effectively, and controlling unsold ("spec") inventory, we continued to enhance our balance sheet and position the Company to deliver higher long-term returns.
While the timing of a broad, sustainable recovery in the homebuilding industry remains uncertain, we believe that new home demand is moving along a path toward recovery.
The value in new housing resulting from affordable prices, low mortgage rates, escalating rents, and more energy-efficient homes is providing consumers with a compelling reason to buy a new home, especially relative to the ever more expensive rental market and the tightened supply of available existing homes.
In the short term, we believe that 2013 will be a better year for U.S. housing than 2012 in spite of continued high levels of unemployment and related low levels of consumer confidence, a challenging U.S. macroeconomic environment, and potential regulatory reforms that may impact the housing and mortgage industries.
We continue to focus on our primary operational objectives:
| • | Improving our inventory turns; |
| • | More effectively allocating the capital invested in our business using a risk-based portfolio approach; |
| • | Enhancing revenues through more strategic pricing, including establishing clear business models for each of our brands based on systematic, consumer-driven input, optimizing our pricing through the expanded use of options and lot premiums, and lessening our reliance on spec home sales; |
| • | Reducing our house costs through common house plan management, value-engineering our house plans, and working with suppliers to reduce costs; and |
| • | Maintaining an efficient overhead structure. |
Continued focus on these operational objectives, combined with improvements in industry conditions, have resulted in a return to profitability in our homebuilding operations and an increase in profits in our financial services businesses.
| • | The Homebuilding income (loss) before income taxes included charges related to the following items ($000's omitted): |
| | $ | 61,053 | | | $ | 301,661 | | | $ | 1,242,678 | |
Our Homebuilding operating results improved significantly from the losses experienced in 2011 and 2010 as the result of the lower charges listed in the above table, as well as higher revenues, increased gross margins, and improved overhead leverage.
The increase was attributable to a 7% increase in the average selling price combined with an 8% increase in closings.
The increase in average selling price reflects an ongoing shift in our revenue mix toward move-up buyers and improved market conditions.
The increase in closings was realized from 4% fewer active communities and was concentrated primarily in our North and Southwest segments.
The increase in gross margins was despite increased capitalized interest amortization, which reduced gross margins by 10 basis points and 70 basis points in 2012 and 2011, respectively, as compared with the comparable prior year periods.
The higher capitalized interest amortization was attributable primarily to debt assumed with our 2009 merger with Centex.
In order to reduce overhead costs, we have reconfigured our organization in recent years to better align our overhead structure with expected volumes.
These actions have included consolidating many local divisions along with reducing corporate and support staffing across a number of functions.
As a result, SG&A as a percentage of home sale revenues dropped from 13.2% in 2011 to 11.3% in 2012.
The gross dollar amount of our SG&A decreased $5.1 million, or 1%, in 2012 compared to 2011 due to this improved overhead leverage, partially offset primarily by higher incentive compensation resulting from our improved operating results.
| | 2012 | | | | 2011 | | | | 2010 | | |
Net new orders increased 25% in 2012 compared with 2011 while selling from 4% fewer active communities in 2012 (670 at December 31, 2012).
The increase in net new orders was broad-based as each of our reportable segments experienced increases during 2012, with the largest increases occurring in our North and Southwest segments.
The cancellation rate (canceled orders for the period divided by gross new orders for the period) was 15% in 2012 compared to 19% in 2011.
Ending backlog units, which represent orders for homes that have not yet closed, increased 65% at December 31, 2012 compared with December 31, 2011, due to the increase in net new orders.
| | | 2012 | | | 2011 | |
| | | 1,256 | | | 2,862 | |
The slight decrease in homes in production at December 31, 2012 compared to December 31, 2011 is the result of a significant reduction in homes unsold to customers ("spec homes"), largely offset by a large increase in the number of sold homes in production.
Reducing our reliance on sales of spec homes is a component of our strategic pricing and inventory turns objectives, so we focused in 2012 on lowering the overall level of spec home inventory, especially completed specs ("final specs").
The increase in sold homes in production resulted from the significant increase in net new orders and backlog.
This trend is consistent with our focus on improving our inventory turns.
| | 2012 | | | | 2011 | | | | 2010 | | |
| Adjusted home sale gross margin | $ | 950,221 | | | $ | 706,225 | | | $ | 735,937 | |
On August 18, 2009, we completed the acquisition of Centex through the merger of PulteGroup’s merger subsidiary with and into Centex pursuant to the Agreement and Plan of Merger dated as of April 7, 2009 among PulteGroup, Pi Nevada Building Company, and Centex.
As a result of the merger, Centex became a wholly-owned subsidiary of PulteGroup.
Accordingly, the results of Centex are included in our consolidated financial statements from the date of the merger.
The U.S. housing market and broader economy remain in a period of uncertainty.
While we have experienced some stabilization in our local markets, homebuilding industry volumes remain at near historically low levels.
This more stable environment has resulted in a significant reduction in the level of land-related charges recorded during 2011 compared with recent years.
However, significant short-term uncertainty remains such that we are not anticipating a broad recovery in homebuilding in the near term.
Factors that are currently impacting the homebuilding industry negatively include:
| • | High levels of unemployment and associated low levels of consumer confidence; |
| • | Continued high levels of foreclosure activity; |
| • | Increased costs and standards related to FHA loans, which are a significant source of customer financing; and |
| • | Uncertainty regarding the potential impacts of reforms to the overall U.S. financial services and mortgage industries, including the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted into law on July 21, 2010; potential limitations on the mortgage interest income tax deduction; and potential future restructurings of Fannie Mae and Freddie Mac. |
While our overall volumes in 2011 were moderately lower than in 2010, the combination of improved gross margins, a more efficient overhead structure, and lower asset impairment charges resulted in a significant improvement in our bottom line results.
We believe that improved employment levels and consumer confidence are necessary to unlock the pent-up demand that we believe has built up in recent years.
Accordingly, we continue to operate our business with the expectation that difficult market conditions will continue to impact us for at least the near term while also positioning ourselves to capitalize upon growth when industry conditions improve.
While we are purchasing land positions where it makes strategic and economic sense to do so, the opportunity to purchase developed lots in premium locations has become more limited and competitive in many of our markets.
We also continue to evaluate each of our existing land parcels to determine whether the strategy and economics support holding the parcel or disposing of it.
We have closely evaluated and made significant reductions in employee headcount and overhead expenses since the beginning of the industry downturn, including a further consolidation of our field organization and select corporate functions during 2011.
Due to the persistence of these difficult market conditions, maintaining an efficient overhead structure will continue to be a significant area of focus.
We are also adjusting the content in our homes to provide our customers more affordable alternatives and are building homes with smaller floor plans in certain of our communities.
Our outlook is cautious for 2012 as the timing of a sustainable recovery in the homebuilding industry remains uncertain.
In the short-term, we expect that market conditions will remain challenging, and our visibility as to future earnings performance is limited.
Our evaluations for land-related charges recorded to date were based on our best estimates of the future cash flows for our communities.
If conditions in the homebuilding industry or our local markets worsen in the future, if the current difficult market conditions extend beyond our expectations, or if our strategy related to certain communities changes, we may be required to evaluate our assets for further impairments or write-downs, which could result in future charges that might be significant.
| * | Amounts previously classified as "non-operating" have been reclassified to "Homebuilding" (see to the Consolidated Financial Statements). |
| • | The losses experienced by Homebuilding in 2011, 2010, and 2009 resulted primarily from significant charges related to the following ($000's omitted): |
| Merger-related costs (see Note 2) | 1,730 | | | | 4,133 | | | | 72,079 | | |
| | $ | 303,391 | | | $ | 1,246,811 | | | $ | 1,704,405 | |
Merger-related costs represent transaction and integration costs resulting directly from the Centex merger.
In total, Homebuilding incurred $129.1 million of such costs in 2009.
These costs consisted of $57.0 million of restructuring costs (primarily severance and lease exit costs) included in the above table within restructuring costs plus $72.1 million of investment banking and other professional fees, amortization of certain fair value adjustments, and certain other integration costs.
In addition to the above charges, Homebuilding continued to experience low volumes in 2009 through 2011.
The revenue decline for the year ended December 31, 2011 was due in part to the impact of a federal homebuyer tax credit that existed during the first half of 2010 as well as lower average selling prices and fewer active communities in 2011.
The lower revenue in 2011 and 2010 was partially offset by improved gross margins, reduced overhead costs, and lower impairment charges.
Centex merger
As indicated above, the Centex merger had a significant impact on our post-acquisition operating results.
Centex was consolidated for the full year in our 2011 and 2010 operating results, however, if not for the impact of the Centex merger, our revenues, closings, and net new orders in 2010 would have experienced significant decreases from 2009.
Our reported home sale revenues, closings, and net new orders for 2010 as reflected in the above tables represent decreases of 19%, 22%, and 28%, respectively, from the combined operating results of the two companies from 2009.
However, these lower volumes were offset by lower land-related charges, improved gross margins and operating leverage, and our elimination of the substantial majority of duplicative overhead costs from the combined companies.
Excluding the impact of the goodwill impairments and insurance-related losses recorded in 2010 and 2009, our Homebuilding income (loss) before income taxes in 2010 was significantly improved from the losses reported by either company or the combined companies in 2009.
An excerpt. Shown here: 40 of 281 rewritten, 40 of 136 added and 40 of 189 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2012 filing and the FY2011 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5 rewritten, 3 added, 3 removed, 29 unchanged
The following tables set forth, as of December 31, [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] our rate-sensitive financing obligations, principal cash flows by scheduled maturity, weighted-average interest rates, and estimated fair value ($000’s omitted).
| | As of December 31, [removed: 2010] [added: 2012] for the Years ending December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | [removed: 2011] [added: 2013] | | | | [removed: 2012] [added: 2014] | | | | [removed: 2013] [added: 2015] | | | | [removed: 2014] [added: 2016] | | | | [removed: 2015] [added: 2017] | | | | Thereafter | | | | Total | | | | Fair Value | | |
In order to reduce these risks, we use other derivative financial [removed: instruments to economically hedge the interest rate lock commitment,] [added: instruments,] principally cash forward placement contracts on mortgage-backed securities and whole loan investor [removed: commitments.][added: commitments, to economically hedge the interest rate lock commitment.]
See [Item 1A – Risk [removed: Factors](#s9E43719FB3A6376FDC7B8FE22FF241CA)] [added: Factors](#s290995C3551D96C45A642825DF85BA0E)] for a further discussion of these and other risks and uncertainties applicable to PulteGroup’s business.
| Senior notes | $ | — | | | $ | 398,852 | | | $ | 369,222 | | | $ | 465,245 | | | $ | 150,000 | | | $ | 1,150,000 | | | $ | 2,533,319 | | | $ | 2,663,451 | |
| Average interest rate | — | | % | | 5.49 | | % | | 5.24 | | % | | 6.50 | | % | | 7.63 | | % | | 6.80 | | % | | 6.36 | | % | | | | |
We are generally not exposed to variability in cash flows of derivative instruments for more than approximately 60 days.
| Senior notes | $ | 13,902 | | | $ | 103,699 | | | $ | 227,911 | | | $ | 654,590 | | | $ | 669,491 | | | $ | 1,780,000 | | | $ | 3,449,593 | | | $ | 3,227,404 | |
| Average interest rate | 8.13 | | % | | 5.45 | | % | | 5.43 | | % | | 5.47 | | % | | 5.23 | | % | | 6.79 | | % | | 6.11 | | % | | | | |
During 2011, this period of interest rate exposure averaged approximately 60 days.
Cover and table of contents
87 rewritten, 25 added, 46 removed, 199 unchanged
For the fiscal year ended December 31, [removed: 2011][added: 2012]
The aggregate market value of the registrant’s voting stock held by nonaffiliates of the registrant as of June 30, [removed: 2011,] [added: 2012,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was [removed: $2,903,926,649.][added: $4,069,916,376.]
As of February 1, [removed: 2012,] [added: 2013,] the registrant had [removed: 382,607,543] [added: 386,598,562] shares of common stock outstanding.
Applicable portions of the Proxy Statement for the [removed: 2012] [added: 2013] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.
| 1A | [Risk [removed: Factors](#s9E43719FB3A6376FDC7B8FE22FF241CA)] [added: Factors](#s290995C3551D96C45A642825DF85BA0E)] | [removed: [10](#s9E43719FB3A6376FDC7B8FE22FF241CA)] [added: [9](#s290995C3551D96C45A642825DF85BA0E)] |
| 1B | [Unresolved Staff [removed: Comments](#sDB509E78A35929DBED118FE23002A1A8)] [added: Comments](#s1D9800126750168D9AA32825E1880651)] | [removed: [16](#sDB509E78A35929DBED118FE23002A1A8)] [added: [15](#s1D9800126750168D9AA32825E1880651)] |
| 3 | [Legal [removed: Proceedings](#s395E00BBE1480A21D2358FE2302409E5)] [added: Proceedings](#s38472F312497D589747E2825E58EA5FC)] | [removed: [16](#s395E00BBE1480A21D2358FE2302409E5)] [added: [15](#s38472F312497D589747E2825E58EA5FC)] |
| 4 | [Mine Safety [removed: Disclosures](#s872C258B499AB7C2008A3E201B3490E3)] [added: Disclosures](#sFD2ACCEAA0B9D6DD321C2825E790D928)] | [removed: [16](#s872C258B499AB7C2008A3E201B3490E3)] [added: [15](#sFD2ACCEAA0B9D6DD321C2825E790D928)] |
| 4A | [Executive Officers of the [removed: Registrant](#s7717E4AB08FC57E4C4EA8FE23034487B)] [added: Registrant](#s97D67D09861FD91E87C22825E993D114)] | [removed: [17](#s7717E4AB08FC57E4C4EA8FE23034487B)] [added: [16](#s97D67D09861FD91E87C22825E993D114)] |
| 5 | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s14287563EAC9A9A0F2FD8FE2305583F2)] [added: Securities](#s3F90D147D88C090E24E42825BD179C93)] | [removed: [18](#s14287563EAC9A9A0F2FD8FE2305583F2)] [added: [17](#s3F90D147D88C090E24E42825BD179C93)] |
| 6 | [Selected Financial [removed: Data](#s7DA12138AF23AFBEFC258FE23066EF8A)] [added: Data](#s3763761F5EE3187221EF2825EFBB929E)] | [removed: [20](#s7DA12138AF23AFBEFC258FE23066EF8A)] [added: [19](#s3763761F5EE3187221EF2825EFBB929E)] |
| 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sBCD8E978B1BFF6342A5A8FE230778717)] [added: Operations](#s102764CA5CEB778BE8AA2825F1EC779B)] | [removed: [22](#sBCD8E978B1BFF6342A5A8FE230778717)] [added: [21](#s102764CA5CEB778BE8AA2825F1EC779B)] |
| 7A | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s2A5AA98F04C8552EE14C8FE230BA0AEA)] [added: Risk](#sB29212B7538A6A42A8F32826007DEA6D)] | [removed: [45](#s2A5AA98F04C8552EE14C8FE230BA0AEA)] [added: [44](#sB29212B7538A6A42A8F32826007DEA6D)] |
| 8 | [Financial Statements and Supplementary [removed: Data](#s3E5C094565781AF902128FE230DAAE06)] [added: Data](#sE5D033D30D9918E3077B2826028FA5D7)] | [removed: [47](#s3E5C094565781AF902128FE230DAAE06)] [added: [46](#sE5D033D30D9918E3077B2826028FA5D7)] |
| 9 | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s5ED4153736AEAA1090B68FE233EAAFFB)] [added: Disclosure](#s60E0A72F99C08E2EF10C28263A52C5AB)] | [removed: [98](#s5ED4153736AEAA1090B68FE233EAAFFB)] [added: [95](#s60E0A72F99C08E2EF10C28263A52C5AB)] |
| 9A | [Controls and [removed: Procedures](#sB86173C1861C81FD2A9E8FE233FAD2AD)] [added: Procedures](#s629337C01A568746E87028263C55CB0B)] | [removed: [98](#sB86173C1861C81FD2A9E8FE233FAD2AD)] [added: [95](#s629337C01A568746E87028263C55CB0B)] |
| 9B | [Other [removed: Information](#s231D1436F28E2666CF8A8FE2340C0A95)] [added: Information](#s9BBF3073D4F79C6D926928263CB2FAF0)] | [removed: [99](#s231D1436F28E2666CF8A8FE2340C0A95)] [added: [96](#s9BBF3073D4F79C6D926928263CB2FAF0)] |
| | [Part [removed: III](#sCCDE77F89ABC34745C338FE2341C255A)] [added: III](#sFC7E4556D88C490A1A0228263CC22D65)] | |
| 10 | [Directors, Executive Officers and Corporate [removed: Governance](#sE54425268D6FB31E53B18FE2342D9E2D)] [added: Governance](#s57BD45BEAE08234ED19B28263CC23305)] | [removed: [100](#sE54425268D6FB31E53B18FE2342D9E2D)] [added: [97](#s57BD45BEAE08234ED19B28263CC23305)] |
| 11 | [Executive [removed: Compensation](#s5116966E1D145EF4F00F8FE2343D6B1C)] [added: Compensation](#s4A9759EFEA4789663F8228263CD1CBBE)] | [removed: [100](#s5116966E1D145EF4F00F8FE2343D6B1C)] [added: [97](#s4A9759EFEA4789663F8228263CD1CBBE)] |
| 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s950BB89EFBCD94C395798FE2344E11ED)] [added: Matters](#s48D0740FADF8B82DAE7928263CEB1254)] | [removed: [100](#s950BB89EFBCD94C395798FE2344E11ED)] [added: [97](#s48D0740FADF8B82DAE7928263CEB1254)] |
| 13 | [Certain Relationships and Related Transactions and Director [removed: Independence](#sB26C177538691C3E64CF8FE2345F06DF)] [added: Independence](#sD96FEA4199F2795532F028263D1D4393)] | [removed: [100](#sB26C177538691C3E64CF8FE2345F06DF)] [added: [97](#sD96FEA4199F2795532F028263D1D4393)] |
| 14 | [Principal Accountant Fees and [removed: Services](#s08DC468C16E30E241F608FE2346F94C1)] [added: Services](#sF1EF389C92912397215B28263D3B4E80)] | [removed: [100](#s08DC468C16E30E241F608FE2346F94C1)] [added: [97](#sF1EF389C92912397215B28263D3B4E80)] |
| 15 | [Exhibits and Financial Statement [removed: Schedules](#sC582E96E110F072F11938FE2349013CF)] [added: Schedules](#s41B7CD712AC96CFF848528263D95BFCB)] | [removed: [101](#sC582E96E110F072F11938FE2349013CF)] [added: [98](#s41B7CD712AC96CFF848528263D95BFCB)] |
Through our brands, which include Pulte Homes, Del Webb, and [removed: Centex,] [added: Centex (acquired through our merger with Centex Corporation ("Centex") in August 2009),] 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 [removed: segments:] [added: groups:] entry-level, move-up, and active adult.
Over our history, we have delivered [removed: nearly] [added: over] 600,000 homes.
As of December 31, [removed: 2011,] [added: 2012,] we conducted our operations in [removed: 61] [added: 58] markets located throughout [removed: 29] [added: 28] states.
| Southwest: | | Arizona, Colorado, [removed: Hawaii,] Nevada, New Mexico, Southern California |
We also have [removed: one] [added: a] reportable segment for our financial services operations, which consist principally of mortgage banking and title operations.
Financial information for each of our reportable business segments is included in [Note [removed: 6](#sCE239650ED053E9EAA2A8FE22C6DFB14)] [added: 5](#s7690058CF34E876863AD2825BEA7E169)] to our Consolidated Financial Statements.
| | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | | | [removed: 2007] [added: 2008] | | |
| Home sale revenues | $ | [removed: 3,950,743] [added: 4,552,412] | | | $ | [removed: 4,419,812] [added: 3,950,743] | | | $ | [removed: 3,869,297] [added: 4,419,812] | | | $ | [removed: 5,980,289] [added: 3,869,297] | | | $ | [removed: 8,881,509] [added: 5,980,289] | |
| Home closings | [removed: 15,275] [added: 16,505] | | | | [removed: 17,095] [added: 15,275] | | | | [removed: 15,013] [added: 17,095] | | | | [removed: 21,022] [added: 15,013] | | | | [removed: 27,540] [added: 21,022] | | |
[removed: We have experienced significant] [added: As a result of this industry-wide downturn, we suffered] net losses in each year between 2007 - [removed: 2011, resulting] [added: 2011] from a combination of reduced operational profitability and significant asset impairments.
In response to these market conditions, we [removed: have made] [added: restructured our operations, including making] significant reductions in employee headcount and overhead costs, [added: and managed our business to generate cash,] including [removed: a series of consolidations of] [added: curtailing] our [removed: local operating divisions and corporate functions.][added: investments in inventory.]
We [removed: have] used this positive cash flow to, among other things, increase our cash reserves as well as retire outstanding debt.
In the [removed: long-term,] [added: long term,] we continue to believe that the national publicly-traded builders will have a competitive advantage over local builders through their ability to leverage economies of scale, access to more reliable and lower cost financing through the capital markets, ability to control and entitle large land positions, and greater geographic and product diversification.
In the short-term, we expect that [added: overall] market conditions will [removed: remain challenging.][added: continue to improve but that improvements will occur unevenly across our markets.]
| • | [removed: Revenue enhancement by] [added: Enhancing revenues through more strategic pricing, including] establishing clear [removed: business models] [added: product offerings] for each of our brands based on systematic, consumer-driven input, optimizing our pricing through the expanded use of options and lot premiums, and lessening our reliance on [removed: "speculative"] [added: spec] home [removed: sales (homes for which construction began prior to a customer order and which generally result in lower margins than pre-sold homes);] [added: sales;] |
| • | Reducing our house costs through common house plan management, value-engineering our house plans, [added: and] working with suppliers to reduce [removed: costs,] [added: costs;] and [removed: following lean production principles;] |
10-K 1 a201210-k.htm 10-K
| | [Part I](#s8BF67A622C34DEBDA82F2825D76A2DD5) | |
| 1 | [Business](#sD31ADA2ACDB6F7943EEB2825D96D70D9) | [3](#sD31ADA2ACDB6F7943EEB2825D96D70D9) |
| 2 | [Properties](#s65AA3C21D9C1572FE9422825E38BFC9B) | [15](#s65AA3C21D9C1572FE9422825E38BFC9B) |
| | [Part II](#s0929FA2242D338034FAA2825EB96A09E) | |
| | [Part IV](#s4EC8806CBB4C692233B028263D6DB495) | |
| | [Signatures](#s9282AAC686F14775944D28263DC7E51C) | [101](#s9282AAC686F14775944D28263DC7E51C) |
For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:
In recent years, the U.S. housing market experienced a significant decline in the demand for new homes as well as a sharp decline in overall residential real estate values.
In 2012, new home sales in the U.S. increased for the first time since 2005, rising 20% to 367,000 homes.
However, this improvement was from a very low base as U.S. home sales in 2011 were the lowest since 1962.
Although current volume remains very low compared to historical levels, the improved environment and our restructuring actions contributed to our return to profitability in 2012.
| • | More effectively allocating the capital invested in our business using a risk-based portfolio approach; |
Our Homebuilding operations are geographically diverse within the U.S. As of December 31, 2012, we had 670 active communities.
Our use of land option agreements reduces our financial risks associated with long-term land holdings.
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.
| Portion of 2012 home closings | 43% | 31% | 26% |
| | |
| --- | --- |
The availability of labor and materials at reasonable prices is becoming an increasing concern for certain trades and building materials in some markets as the supply chain responds to uneven industry growth.
Additionally, new home sales traditionally represent less than 15% of overall U.S. home sales (new and existing homes).
If and when the homebuilding industry more fully recovers from the recent downturn, we believe these traditional seasonal patterns will continue.
Operating as a captive business model primarily targeted to supporting our Homebuilding operations, the operating results of our Financial Services operations are highly correlated to Homebuilding.
Historically, we have not experienced significant claims related to our title operations.
10-K 1 phm-12312011x10k.htm FORM 10-K
| | [Part I](#sC9421756E107DAA7C03E8FE22FAE86DB) | |
| 1 | [Business](#s96052F16BFD06DDD695A8FE22FBF01A5) | [3](#s96052F16BFD06DDD695A8FE22FBF01A5) |
| 2 | [Properties](#s8F3B3630329F10D989018FE23012ED68) | [16](#s8F3B3630329F10D989018FE23012ED68) |
| | [Part II](#s3407A800C1FBAB3C2D178FE230458C72) | |
| | [Part IV](#s7DD9EBF3D356CD1076CA8FE234813571) | |
| | [Signatures](#sC7DB19697367C0E06D438FE234A15A11) | [105](#sC7DB19697367C0E06D438FE234A15A11) |
On August 18, 2009, we completed the acquisition of Centex Corporation (“Centex”) through the merger of PulteGroup’s merger subsidiary with and into Centex pursuant to the Agreement and Plan of Merger dated as of April 7, 2009 among PulteGroup, Pi Nevada Building Company, and Centex.
As a result of the merger, Centex became a wholly-owned subsidiary of PulteGroup.
Accordingly, the results of Centex are included in our consolidated financial statements from the date of the merger.
During 2011, we realigned our organizational structure and reportable segment presentation.
Accordingly, the segment information provided herein has been reclassified to conform to the current presentation for all periods presented.
Since early 2006, the U.S. housing market has been 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, increased unemployment levels, and significant uncertainty in the global economy.
These conditions have contributed to sharply weakened demand for new homes and heightened pricing pressures on new and existing home sales.
New home sales in the U.S. declined to 302,000 new home sales in 2011, which represents the lowest level since at least 1962 and a decline of approximately 77% from the 2005 peak of 1.3 million new home sales.
We also significantly curtailed our investments in inventory, implemented a more rigorous risk-based approach to land investment, and liquidated certain of our less strategic land positions.
We are seeking to better align the size and features of our homes with the current demand environment and achieve significant reductions in house cost by value-engineering our floor plans to improve the efficiency of construction, rebidding supplier contracts and working with suppliers to find cost savings, and focusing on lean production principles.
In recent years, we generated significant positive cash flow primarily through refunds of income taxes paid in prior years combined with limiting the level of reinvestment into inventory.
Through the combination of these operational and capital structure activities, we have positioned the company for future profitability, even at the current low industry volumes.
As of December 31, 2011, our Homebuilding operations offered homes for sale in approximately 700 communities.
The significant decrease in the average selling price of our homes since 2007 resulted from a combination of pricing pressures due to challenging industry conditions, changes in the geographic mix of homes closed, adjusting our product offerings to better align with current market conditions, and an increase in the mix of entry-level buyers as the result of the Centex merger.
Our Homebuilding operations are geographically diverse and, as a result, help to insulate us from demand changes in individual markets.
Since 2006, however, such diversification has not insulated us from demand changes due to the nationwide downturn in the homebuilding industry that has had a significant adverse impact on our operations in each of our markets.
As a result of the downturn in the homebuilding industry that began in 2006, however, our supply of controlled land is in excess of our short-term needs in many of our markets.
| Portion of 2011 home closings | 36% | 36% | 28% |
and “in place” communities, for those buyers who prefer to remain in their current geographic area.
We also use component off-site manufacturing methods for certain portions of the construction process to provide high efficiency, high quality, and lower cost products to our customers.
While the availability of materials and labor is not a significant concern under current market conditions, we have, on occasion, experienced shortages of skilled labor in certain trades and of building materials in some markets in previous years.
However, the challenging market conditions experienced since early 2006 have lessened the seasonal variations of our results.
However, given the current significant uncertainty in the homebuilding industry, we can make no assurances as to when and to what degree our historical seasonality will recur.
In addition to existing regulations, more stringent requirements could be imposed in the future on homebuilders and developers, thereby increasing the cost of compliance.
On December 1, 2009, the Environmental Protection Agency (“EPA”) promulgated new regulations regarding effluent limitation guidelines (“ELG”) for discharges from construction and development sites.
The new regulations require all construction sites subject to National Pollutant Discharge Elimination System construction storm water permits issued by the EPA or an authorized state to implement certain sediment and erosion controls and pollution prevention measures.
These regulations also require sampling of storm water discharges and compliance with a numeric effluent limitation of 280 nephelometric turbidity units (“NTUs”) beginning August 1, 2011 for sites disturbing 20 or more acres at once and beginning February 2, 2014 for sites disturbing 10 or more acres at once.
Effective January 4, 2011, the effluent limitation standard of 280 NTUs has been stayed by the EPA until it can complete a new rulemaking to correct the numeric limitation.
The numeric limit is the only portion of the new regulations that has been stayed by the EPA.
The EPA published a Federal Register notice on January 3, 2012 requesting additional data on the performance of technologies in controlling turbidity in stormwater discharges from construction sites.
Comments will be accepted for sixty days.
No date has yet been set by EPA for further rulemaking related to ELG.
In addition to the new ELG regulations, the EPA also announced that it is committed to and has begun a rulemaking to address post-construction storm water discharges from newly developed and redeveloped sites.
An excerpt. Shown here: 40 of 87 rewritten, all 25 added and 40 of 46 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2012 filing and the FY2011 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 1 added, 1 removed, 0 unchanged
None.
This Item is not applicable.
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
12 rewritten, 9 added, 8 removed, 19 unchanged
| Name | [added: |] Age | | Position | | Year Became An Executive Officer |
| Richard J. Dugas, Jr. | [removed: 46] | [added: 47] | [added: |] Chairman, President and Chief Executive Officer | | 2002 |
| Robert T. O'Shaughnessy | [removed: 46] | [added: 47] | [added: |] Executive Vice President and Chief Financial Officer | | 2011 |
| James R. Ellinghausen | [removed: 53] | [added: 54] | [added: |] Executive Vice President, Human Resources | | 2005 |
| Deborah W. Meyer | [removed: 49] | [added: 50] | [added: |] Senior Vice President and Chief Marketing Officer | | 2009 |
| Steven M. Cook | [removed: 53] | [added: 54] | [added: |] Senior Vice President, General Counsel and Secretary | | 2006 |
| Patrick J. Beirne | [removed: 48] | [added: 49] | [added: |] Area President, Central | | 2011 |
| John J. Chadwick | [removed: 50] | [added: 51] | [added: |] Area President, Southwest | | 2012 |
| Michael J. Schweninger | [removed: 43] | [added: 44] | [added: |] Vice President and Controller | | 2009 |
[removed: He] [added: Previously, he] was appointed Chief Operating Officer in May 2002 and Executive Vice President in December 2002.
[removed: Mr. Smith was appointed Area President, Gulf Coast in 2008 and] [added: He] has served as an Area President over various geographical markets since 2006.
Mr. Chadwick was appointed Area President, Southwest in 2012 and previously [removed: held the position of] [added: served as] Division President [removed: for our Arizona division.][added: - Arizona.]
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| Harmon D. Smith | | 49 | | Executive Vice President - Homebuilding Operations and Area President, Texas | | 2011 |
| Stephen P. Schlageter | | 42 | | Area President, Northeast | | 2012 |
| Ryan R. Marshall | | 38 | | Area President, Southeast | | 2012 |
Mr. Smith was appointed Executive Vice President - Homebuilding Operations and Area President, Texas, in May 2012, and previously held the position of Area President, Gulf Coast since 2008.
Mr. Schlageter was appointed Area President, Northeast in November 2012 and previously held the positions of Vice President - Strategic Planning since October 2010 and Division President - Raleigh since November 2003.
Mr. Marshall was appointed Area President, Southeast in November 2012 and previously held the positions of Area President, Florida since May 2012 and Division President - South Florida since 2006.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| John B. Bertero, III | 51 | | Area President, East | | 2011 |
| Harmon D. Smith | 48 | | Area President, Gulf Coast | | 2011 |
Prior to that time, he served as Executive Vice President and Chief Operating Officer.
Prior to joining Chrysler, LLC, Ms. Meyer held various marketing positions at Toyota Motor Sales from 2001 to 2007, most recently as Vice President of Marketing for Lexus.
Mr. Bertero was appointed Area President, East in August 2009.
Prior to joining our company, Mr. Bertero was a regional executive vice president with Centex Corporation since 2006.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
19 rewritten, 8 added, 9 removed, 16 unchanged
The table below sets forth, for the quarterly periods indicated, the range of high and low closing prices [removed: and cash dividends declared per share.][added: for our common shares.]
| | December 31, [removed: 2011 | | | |] [added: 2012] | | | | | | | | December 31, [removed: 2010 | | | |] [added: 2011] | | | | | | |
| | High | | | | Low | | | | [removed: Declared Dividend | | | |] High | | | | Low | | | [removed: | Declared Dividend | | |]
| 1st Quarter | $ | [removed: 8.69 | | | $ | 6.54 | | | $ | —] [added: 9.61] | | | $ | [removed: 11.74] [added: 6.52] | | | $ | [removed: 10.22] [added: 8.69] | | | $ | [removed: —] [added: 6.54] | |
| 2nd Quarter | [removed: 8.44 | | | | 6.93 | | | | —] [added: 10.70] | | | | [removed: 13.39] [added: 7.69] | | | | [removed: 8.28] [added: 8.44] | | | | [removed: —] [added: 6.93] | | |
| 3rd Quarter | [removed: 7.84 | | | | 3.61 | | | | —] [added: 16.98] | | | | [removed: 9.07] [added: 10.02] | | | | 7.84 | | | | [removed: —] [added: 3.61] | | |
| 4th Quarter | [removed: 6.48 | | | | 3.54 | | | | —] [added: 18.61] | | | | [removed: 8.73] [added: 15.24] | | | | [removed: 6.2] [added: 6.48] | | | | [removed: —] [added: 3.54] | | |
At February 1, [removed: 2012,] [added: 2013,] there were [removed: 3,106] [added: 2,983] shareholders of record.
| | (a) Total number of shares purchased [removed: (2)] | | | (b) Average price paid per share [removed: (2)] | | | | (c) Total number of shares purchased as part of publicly announced plans or programs | | | (d) Approximate dollar value of shares that may yet be purchased under the plans or programs ($000’s omitted) |
| October 1, [removed: 2011] [added: 2012] to October 31, [removed: 2011] [added: 2012] | — | | | — | | | | — | | | 102,342(1) |
| November 1, [removed: 2011] [added: 2012] to November 30, [removed: 2011] [added: 2012] | — | | | — | | | | — | | | 102,342(1) |
| (1) | Pursuant to [removed: the two] $100 million stock repurchase programs authorized and announced by our Board of Directors in October 2002 and October 2005 and [removed: the] [added: a] $200 million stock repurchase authorized and announced in February 2006 (for a total stock repurchase authorization of $400 million), the Company has repurchased a total of 9,688,900 shares for a total of $297.7 million. There are no expiration dates for the programs. |
The information required by this item with respect to equity compensation plans is set forth under [Item [removed: 12](#s950BB89EFBCD94C395798FE2344E11ED)] [added: 12](#s48D0740FADF8B82DAE7928263CEB1254)] of this annual report on Form 10-K and is incorporated herein by reference.
The following line graph compares for the fiscal years ended December 31, [removed: 2007,] 2008, 2009, 2010, [added: 2011,] and [removed: 2011] [added: 2012] (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.
Fiscal Year Ended December 31, [removed: 2011][added: 2012]
[removed: ][added: ]
| | | [removed: 2006 | | |] 2007 | | | 2008 | | | 2009 | | | 2010 | | | 2011 | | [added: | 2012 | |]
| Dow Jones U.S. Select Home Construction Index | | 100.00 | | | [removed: 42.58] [added: 59.79] | | | [removed: 25.46] [added: 61.67] | | | [removed: 26.25] [added: 68.55] | | | [removed: 29.19] [added: 62.72] | | | [removed: 26.70] [added: 112.70] | |
* Assumes $100 invested on December 31, [removed: 2006,] [added: 2007,] and the reinvestment of dividends.
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | |
No dividends were declared during 2012 or 2011.
| December 1, 2012 to December 31, 2012 | — | | | $ | — | | | — | | | 102,342(1) |
| Total | — | | | $ | — | | | — | | | |
| PULTEGROUP, INC. | | 100.00 | | | 105.06 | | | 96.12 | | | 72.28 | | | 60.65 | | | 174.56 | |
| S&P 500 Index - Total Return | | 100.00 | | | 63.00 | | | 79.68 | | | 91.68 | | | 93.61 | | | 108.60 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 1, 2011 to December 31, 2011 | 134,219 | | | $ | 6.07 | | | — | | | 102,342(1) |
| Total | 134,219 | | | $ | 6.07 | | | — | | | |
| | |
| --- | --- |
| (2) | During the fourth quarter of 2011, a total of 134,219 shares were surrendered by employees for payment of minimum tax obligations upon the vesting of restricted stock. Such shares were not repurchased as part of our publicly-announced stock repurchase programs. |
| PULTEGROUP, INC. | | 100.00 | | | 32.13 | | | 33.75 | | | 30.88 | | | 23.22 | | | 19.48 | |
| S&P 500 Index - Total Return | | 100.00 | | | 105.49 | | | 66.46 | | | 84.05 | | | 96.71 | | | 98.76 | |
Item 6. SELECTED FINANCIAL DATA
27 rewritten, 11 added, 10 removed, 26 unchanged
| | Years Ended December 31, [removed: ($000’s] [added: (000’s] omitted, except per share data) | | | | | | | | | | | | | | | | | | |
| | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009 (b)] [added: 2010] | | | | [removed: 2008] [added: 2009 (a)] | | | | [removed: 2007] [added: 2008] | | |
| Revenues | $ | [removed: 4,033,596] [added: 4,659,110] | | | $ | [removed: 4,447,627] [added: 4,033,596] | | | $ | [removed: 3,966,589] [added: 4,447,627] | | | $ | [removed: 6,112,038] [added: 3,966,589] | | | $ | [removed: 9,121,730] [added: 6,112,038] | |
| Income (loss) before income taxes | $ | [removed: (275,830] [added: 157,991] | [removed: )] | | $ | [removed: (1,240,155] [added: (275,830] | ) | | $ | [removed: (1,920,081] [added: (1,240,155] | ) | | $ | [removed: (1,710,644] [added: (1,920,081] | ) | | $ | [removed: (2,539,883] [added: (1,710,644] | ) |
| Revenues | $ | [removed: 103,094] [added: 160,888] | | | $ | [removed: 121,663] [added: 103,094] | | | $ | [removed: 117,800] [added: 121,663] | | | $ | [removed: 151,016] [added: 117,800] | | | $ | [removed: 134,769] [added: 151,016] | |
| Income (loss) before income taxes | $ | [added: 25,563 | | | $ |] (34,470 | ) | | $ | 5,609 | | | $ | (55,038 | ) | | $ | 28,045 | | [removed: | $ | 42,980 | |]
| Revenues | $ | [removed: 4,136,690] [added: 4,819,998] | | | $ | [removed: 4,569,290] [added: 4,136,690] | | | $ | [removed: 4,084,389] [added: 4,569,290] | | | $ | [removed: 6,263,054] [added: 4,084,389] | | | $ | [removed: 9,256,499] [added: 6,263,054] | |
| Income (loss) [removed: from continuing operations] before income taxes | $ | [removed: (310,300] [added: 183,554] | [removed: )] | | $ | [removed: (1,234,546] [added: (310,300] | ) | | $ | [removed: (1,975,119] [added: (1,234,546] | ) | | $ | [removed: (1,682,599] [added: (1,975,119] | ) | | $ | [removed: (2,496,903] [added: (1,682,599] | ) |
| Income tax expense (benefit) | [removed: (99,912] [added: (22,591] | | ) | | [removed: (137,817] [added: (99,912] | | ) | | [removed: (792,552] [added: (137,817] | | ) | | [removed: (209,486] [added: (792,552] | | ) | | [removed: (222,486] [added: (209,486] | | ) |
| [removed: Income] [added: Net income] (loss) [removed: from continuing operations] | [removed: (210,388] [added: $] | [added: 206,145] | [removed: )] | | [removed: (1,096,729] [added: $] | [added: (210,388] | ) | | [removed: (1,182,567] [added: $] | [added: (1,096,729] | ) | | [removed: (1,473,113] [added: $] | [added: (1,182,567] | ) | | [removed: (2,274,417] [added: $] | [added: (1,473,113] | ) |
| [removed: Net income (loss)] [added: Basic] | $ | [removed: (0.55] [added: 0.54] | [removed: )] | | $ | [removed: (2.90] [added: (0.55] | ) | | $ | [removed: (3.94] [added: (2.90] | ) | | $ | [removed: (5.81] [added: (3.94] | ) | | $ | [removed: (8.94] [added: (5.81] | ) |
| [removed: Weighted-average common shares outstanding (000’s omitted)] [added: Basic] | [removed: 379,877] [added: 381,562] | | | | [removed: 378,585] [added: 379,877] | | | | [removed: 300,179] [added: 378,585] | | | | [removed: 253,512] [added: 300,179] | | | | [removed: 252,192] [added: 253,512] | | |
| Shareholders’ equity | $ | [removed: 5.07] [added: 5.66] | | | $ | [removed: 5.59] [added: 5.07] | | | $ | [removed: 8.39] [added: 5.59] | | | $ | [removed: 10.98] [added: 8.39] | | | $ | [removed: 16.80] [added: 10.98] | |
| Cash dividends declared | $ | — | | | $ | — | | | $ | — | | | $ | [removed: 0.16] [added: —] | | | $ | 0.16 | |
| [removed: (b)] [added: (a)] | Includes [removed: Centex’s] operations [added: of Centex Corporation] since August 18, 2009. |
| House and land inventory | $ | [removed: 4,636,468] [added: 4,214,046] | | | $ | [removed: 4,781,813] [added: 4,636,468] | | | $ | [removed: 4,940,358] [added: 4,781,813] | | | $ | [removed: 4,201,289] [added: 4,940,358] | | | $ | [removed: 6,835,945] [added: 4,201,289] | |
| Total assets | [removed: 6,885,620] [added: 6,734,409] | | | | [removed: 7,699,376] [added: 6,885,620] | | | | [removed: 10,051,222] [added: 7,699,376] | | | | [removed: 7,708,458] [added: 10,051,222] | | | | [removed: 10,225,703] [added: 7,708,458] | | |
| Senior notes | [removed: 3,088,344] [added: 2,509,613] | | | | [removed: 3,391,668] [added: 3,088,344] | | | | [removed: 4,281,532] [added: 3,391,668] | | | | [removed: 3,166,305] [added: 4,281,532] | | | | [removed: 3,478,230] [added: 3,166,305] | | |
| Shareholders’ equity | [removed: 1,938,615] [added: 2,189,616] | | | | [removed: 2,135,167] [added: 1,938,615] | | | | [removed: 3,194,440] [added: 2,135,167] | | | | [removed: 2,835,698] [added: 3,194,440] | | | | [removed: 4,320,193] [added: 2,835,698] | | |
| Markets, at year-end | [removed: 61] [added: 58] | | | | [removed: 67] [added: 61] | | | | [removed: 69] [added: 67] | | | | [removed: 49] [added: 69] | | | | [removed: 51] [added: 49] | | |
| Active communities, at year-end | [removed: 700] [added: 670] | | | | [removed: 786] [added: 700] | | | | [removed: 882] [added: 786] | | | | [removed: 572] [added: 882] | | | | [removed: 737] [added: 572] | | |
| Closings (units) | [removed: 15,275] [added: 16,505] | | | | [removed: 17,095] [added: 15,275] | | | | [removed: 15,013] [added: 17,095] | | | | [removed: 21,022] [added: 15,013] | | | | [removed: 27,540] [added: 21,022] | | |
| Net new orders (units) | [removed: 15,215] [added: 19,039] | | | | [removed: 15,148] [added: 15,215] | | | | [removed: 14,185] [added: 15,148] | | | | [removed: 15,306] [added: 14,185] | | | | [removed: 25,175] [added: 15,306] | | |
| Backlog (units), at year-end | [removed: 3,924] [added: 6,458] | | | | [removed: 3,984] [added: 3,924] | | | | [removed: 5,931] [added: 3,984] | | | | [removed: 2,174] [added: 5,931] | | | | [removed: 7,890] [added: 2,174] | | |
| Average selling price (per unit) | $ | [removed: 259,000] [added: 276,000] | | | $ | 259,000 | | | $ | [removed: 258,000] [added: 259,000] | | | $ | [removed: 284,000] [added: 258,000] | | | $ | [removed: 322,000] [added: 284,000] | |
| Gross margin from home sales [removed: (a)] [added: (b)] | [removed: 12.8] [added: 15.8] | | % | | [removed: 9.4] [added: 12.8] | | % | | [removed: (10.5] [added: 9.4] | | [removed: )%] [added: %] | | [removed: (10.1] [added: (10.5] | | )% | | [removed: (5.0] [added: (10.1] | | )% |
| [removed: (a)] [added: (b)] | Homebuilding interest expense, which represents the amortization of capitalized interest, and land and community valuation adjustments are included in home sale cost of revenues. |
| Net income (loss) per share: | | | | | | | | | | | | | | | | | | | |
| Diluted | $ | 0.54 | | | $ | (0.55 | ) | | $ | (2.90 | ) | | $ | (3.94 | ) | | $ | (5.81 | ) |
| Number of shares used in calculation: | | | | | | | | | | | | | | | | | | | |
| Effect of dilutive securities | 3,002 | | | | — | | | | — | | | | — | | | | — | | |
| Diluted | 384,564 | | | | 379,877 | | | | 378,585 | | | | 300,179 | | | | 253,512 | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | 2012 | | | | 2011 | | | | 2010 | | | | 2009 (a) | | | | 2008 | | |
| | | | | | | | | | | | | | | | | | | | |
| | 2012 | | | | 2011 | | | | 2010 | | | | 2009 (a) | | | | 2008 | | |
| (a) | Includes operations of Centex Corporation since August 18, 2009. |
| Income (loss) from discontinued operations (a) | — | | | | — | | | | — | | | | — | | | | 18,662 | | |
| Net income (loss) | $ | (210,388 | ) | | $ | (1,096,729 | ) | | $ | (1,182,567 | ) | | $ | (1,473,113 | ) | | $ | (2,255,755 | ) |
| Earnings per share - basic: | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | $ | (0.55 | ) | | $ | (2.90 | ) | | $ | (3.94 | ) | | $ | (5.81 | ) | | $ | (9.02 | ) |
| Income (loss) from discontinued operations (a) | — | | | | — | | | | — | | | | — | | | | 0.07 | | |
| Earnings per share - assuming dilution: | | | | | | | | | | | | | | | | | | | |
| Weighted-average common shares outstanding and effect of dilutive securities (000’s omitted) | 379,877 | | | | 378,585 | | | | 300,179 | | | | 253,512 | | | | 252,192 | | |
| | |
| --- | --- |
| (a) | Income (loss) from discontinued operations is comprised of our former thrift operation and Argentina and Mexico homebuilding operations, which have been presented as discontinued operations for all periods presented. |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
523 rewritten, 270 added, 362 removed, 931 unchanged
December 31, [removed: 2011] [added: 2012] and [removed: 2010][added: 2011]
| | [added: 2012 | | | |] 2011 | | | | 2010 | | |
| Cash and equivalents [removed: | $] [added: at beginning of period] | 1,083,071 | | | [removed: $] | 1,483,390 | | [added: | | 1,860,387 | | |]
| Restricted cash | [removed: 101,860] [added: 71,950] | | | | [removed: 24,601] [added: 101,860] | | |
| House and land inventory | [removed: 4,636,468] [added: 4,214,046] | | | | [removed: 4,781,813] [added: 4,636,468] | | |
| Land held for sale | [removed: 135,307] [added: 91,104] | | | | [removed: 71,055] [added: 135,307] | | |
| Land, not owned, under option agreements | [removed: 24,905] [added: 31,066] | | | | [removed: 50,781] [added: 24,905] | | |
| Residential mortgage loans available-for-sale | [removed: 258,075] [added: 318,931] | | | | [removed: 176,164] [added: 258,075] | | |
| Investments in unconsolidated entities | [removed: 35,988] [added: 45,629] | | | | [removed: 46,313] [added: 35,988] | | |
| Income taxes receivable [added: [(Note 10)](#s77F5D5EC0CE945BC0BE82825C36B7252)] | [removed: 27,154] [added: 31,924] | | | | [removed: 81,307] [added: 27,154] | | |
| Intangible assets | [removed: 162,348] [added: 149,248] | | | | [removed: 175,448] [added: 162,348] | | |
| Goodwill [added: impairments] | — | | | | 240,541 | | | [added: | 656,298 | | |]
| Accounts payable, including book overdrafts of [removed: $48,380] [added: $42,053] and [removed: $63,594] [added: $48,380] in [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively | $ | [removed: 196,447] [added: 178,274] | | | $ | [removed: 226,466] [added: 196,447] | |
| Customer deposits | [removed: 46,960] [added: 101,183] | | | | [removed: 51,727] [added: 46,960] | | |
| Accrued and other liabilities | [removed: 1,411,941] [added: 1,418,063] | | | | [removed: 1,599,940] [added: 1,411,941] | | |
| Income tax liabilities | [removed: 203,313] [added: 198,865] | | | | [removed: 294,408] [added: 203,313] | | |
| Senior notes | [removed: 3,088,344] [added: 2,509,613] | | | | [removed: 3,391,668] [added: 3,088,344] | | |
| Total liabilities | [removed: 4,947,005] [added: 4,544,793] | | | | [removed: 5,564,209] [added: 4,947,005] | | |
| Common stock, $0.01 par value; 400,000,000 shares authorized, [removed: 382,607,543] [added: 386,608,436] and [removed: 382,027,940] [added: 382,607,543] shares issued and outstanding at December 31, [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively | [removed: 3,826] [added: 3,866] | | | | [removed: 3,820] [added: 3,826] | | |
| Additional paid-in capital | [removed: 2,986,240] [added: 3,030,889] | | | | [removed: 2,972,919] [added: 2,986,240] | | |
| Accumulated other comprehensive loss | [removed: (1,306] [added: (992] | | ) | | [removed: (1,519] [added: (1,306] | | ) |
| Accumulated deficit | [removed: (1,050,145] [added: (844,147] | | ) | | [removed: (840,053] [added: (1,050,145] | | ) |
| Total shareholders’ equity | [removed: 1,938,615] [added: 2,189,616] | | | | [removed: 2,135,167] [added: 1,938,615] | | |
For the years ended December 31, [added: 2012,] 2011, [removed: 2010,] and [removed: 2009][added: 2010]
| | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |
| Home sale revenues | $ | [removed: 3,950,743] [added: 4,552,412] | | | $ | [removed: 4,419,812] [added: 3,950,743] | | | $ | [removed: 3,869,297] [added: 4,419,812] | |
| Land sale revenues | [removed: 82,853] [added: 106,698] | | | | [removed: 27,815] [added: 82,853] | | | | [removed: 97,292] [added: 27,815] | | |
| | [removed: 4,033,596] [added: 4,659,110] | | | | [removed: 4,447,627] [added: 4,033,596] | | | | [removed: 3,966,589] [added: 4,447,627] | | |
| Financial Services | [removed: 103,094] [added: 160,888] | | | | [removed: 121,663] [added: 103,094] | | | | [removed: 117,800] [added: 121,663] | | |
| Total revenues | [removed: 4,136,690] [added: 4,819,998] | | | | [removed: 4,569,290] [added: 4,136,690] | | | | [removed: 4,084,389] [added: 4,569,290] | | |
| Home sale cost of revenues | [removed: 3,444,398] [added: 3,833,451] | | | | [removed: 4,006,385] [added: 3,444,398] | | | | [removed: 4,274,474] [added: 4,006,385] | | |
| Land sale cost of revenues | [removed: 59,279] [added: 94,880] | | | | [removed: 53,555] [added: 59,279] | | | | [removed: 211,170] [added: 53,555] | | |
| | [removed: 3,503,677] [added: 3,928,331] | | | | [removed: 4,059,940] [added: 3,503,677] | | | | [removed: 4,485,644] [added: 4,059,940] | | |
| Financial Services expenses | [removed: 137,666] [added: 135,511] | | | | [removed: 116,122] [added: 137,666] | | | | [removed: 172,854] [added: 116,122] | | |
| Selling, general and administrative expenses | [removed: 519,583] [added: 514,457] | | | | [removed: 895,102] [added: 519,583] | | | | [removed: 672,434] [added: 895,102] | | |
| Other expense (income), net | [removed: 293,102] [added: 66,298] | | | | [removed: 742,385] [added: 293,102] | | | | [removed: 685,829] [added: 742,385] | | |
| Interest income | [removed: (5,055] [added: (4,913] | | ) | | [removed: (9,531] [added: (5,055] | | ) | | [removed: (9,167] [added: (9,531] | | ) |
| Interest expense | [removed: 1,313] [added: 819] | | | | [removed: 2,729] [added: 1,313] | | | | [removed: 2,262] [added: 2,729] | | |
| Equity in (earnings) loss of unconsolidated entities | [removed: (3,296] [added: (4,059] | | ) | | [removed: (2,911] [added: (3,296] | | ) | | [removed: 49,652] [added: (2,911] | | [added: )] |
| Income (loss) before income taxes | [removed: (310,300] [added: 183,554] | | [removed: )] | | [removed: (1,234,546] [added: (310,300] | | ) | | [removed: (1,975,119] [added: (1,234,546] | | ) |
| | 2012 | | | | 2011 | | |
| Cash and equivalents | $ | 1,404,760 | | | $ | 1,083,071 | |
| Other assets | 407,675 | | | | 447,598 | | |
| | $ | 6,734,409 | | | $ | 6,885,620 | |
| Financial Services debt | 138,795 | | | | — | | |
| | $ | 6,734,409 | | | $ | 6,885,620 | |
| Basic | 381,562 | | | | 379,877 | | | | 378,585 | | |
| Diluted | 384,564 | | | | 379,877 | | | | 378,585 | | |
For the years ended December 31, 2012, 2011, and 2010
| Net income (loss) | $ | 206,145 | | | $ | (210,388 | ) | | $ | (1,096,729 | ) |
| Other comprehensive income, net of tax: | | | | | | | | | | | |
| Change in fair value of derivatives | 314 | | | | 213 | | | | 724 | | |
| Other comprehensive income | 314 | | | | 213 | | | | 730 | | |
For the years ended December 31, 2012, 2011, and 2010
| Other comprehensive income | — | | | — | | | | — | | | | 730 | | | | — | | | | 730 | | |
| Other comprehensive income | — | | | — | | | | — | | | | 213 | | | | — | | | | 213 | | |
| Stock option exercises | 2,877 | | | 29 | | | | 32,780 | | | | — | | | | — | | | | 32,809 | | |
| Stock repurchases | (105 | ) | | (1 | | ) | | (813 | | ) | | — | | | | (147 | | ) | | (961 | | ) |
| Other comprehensive income | — | | | — | | | | — | | | | 314 | | | | — | | | | 314 | | |
| Shareholders' Equity, December 31, 2012 | 386,608 | | | $ | 3,866 | | | $ | 3,030,889 | | | $ | (992 | ) | | $ | (844,147 | ) | | $ | 2,189,616 | |
For the years ended December 31, 2012, 2011, and 2010
| Net income (loss) | $ | 206,145 | | | $ | (210,388 | ) | | $ | (1,096,729 | ) |
| Other non-cash, net | 10,356 | | | | 12,188 | | | | 11,539 | | |
| Other assets | 26,014 | | | | 182,471 | | | | 970,305 | | |
| Accounts payable, accrued and other liabilities | 20,802 | | | | (189,435 | | ) | | (187,512 | | ) |
| Net cash provided by (used in) operating activities | 760,140 | | | | 17,279 | | | | 592,124 | | |
| Financial Services borrowings (repayments) | 138,795 | | | | — | | | | (18,394 | | ) |
| Other borrowings (repayments) | (618,800 | | ) | | (321,133 | | ) | | (935,917 | | ) |
| Stock option exercises | 32,809 | | | | — | | | | 8,668 | | |
Certain prior period amounts have been reclassified to conform to the current year presentation.
The decrease in the allowance for credit losses during 2012 relates primarily to settlement of a note receivable, for which an allowance had been recorded in previous periods, for an amount that approximated the note receivable's net book value.
Property and equipment are recorded at cost.
Earnings per share excludes 16.6 million out-of-the-money stock options and other potentially dilutive instruments in 2012.
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.
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.
Such contracts enable us to defer acquiring portions of properties owned by third parties or unconsolidated entities until we have determined whether and when to exercise our option, which reduces our financial risks associated with long-term land holdings.
Option deposits and pre-acquisition costs (such as environmental testing, surveys, engineering, and entitlement costs) are capitalized if the costs are directly identifiable with the land under option, the costs would be capitalized if we owned the land, and acquisition of the property is probable.
Such costs are reflected in other assets and are reclassified to inventory upon taking title to the land.
Certain of our land option agreements are with entities considered VIEs.
| | $ | 70,116 | | | $ | 923,392 | | | $ | 31,066 | | | $ | 57,047 | | | $ | 697,994 | | | $ | 24,905 | |
PULTEGROUP, INC.
| Other assets | 420,444 | | | | 567,963 | | |
| | $ | 6,885,620 | | | $ | 7,699,376 | |
| Cash dividends declared | $ | — | | | $ | — | | | $ | — | |
| Basic: | | | | | | | | | | | |
| Weighted-average common shares outstanding | 379,877 | | | | 378,585 | | | | 300,179 | | |
| Diluted: | | | | | | | | | | | |
| Adjusted weighted-average common shares | 379,877 | | | | 378,585 | | | | 300,179 | | |
| Shareholders' Equity, January 1, 2009 | 258,169 | | | $ | 2,582 | | | $ | 1,394,790 | | | $ | (4,099 | ) | | $ | 1,442,425 | | | $ | 2,835,698 | |
| Excess tax benefits (deficiencies) from stock-based compensation | — | | | — | | | | (8,098 | | ) | | — | | | | — | | | | (8,098 | | ) |
| Stock issued for Centex merger | 122,178 | | | 1,222 | | | | 1,502,594 | | | | — | | | | — | | | | 1,503,816 | | |
| Stock repurchases | (652 | ) | | (7 | | ) | | (4,664 | | ) | | — | | | | (2,713 | | ) | | (7,384 | | ) |
| Change in value of derivatives, net of income tax benefit of $0 | — | | | — | | | | — | | | | 714 | | | | — | | | | 714 | | |
| Total comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | (1,180,717 | | ) |
| Change in value of derivatives, net of income tax benefit of $0 | — | | | — | | | | — | | | | 724 | | | | — | | | | 724 | | |
| Foreign currency translation adjustments | — | | | — | | | | — | | | | 6 | | | | — | | | | 6 | | |
| Change in value of derivatives, net of income tax benefit of $0 | — | | | — | | | | — | | | | 213 | | | | — | | | | 213 | | |
| Deferred income taxes | — | | | | — | | | | 37,587 | | |
| Other, net | 6,718 | | | | 5,862 | | | | 2,510 | | |
| Other assets | 133,788 | | | | 102,103 | | | | 211,561 | | |
| Accounts payable, accrued and other liabilities | (188,981 | | ) | | (188,779 | | ) | | (300,073 | | ) |
| Income taxes receivable | 54,153 | | | | 873,879 | | | | (552,794 | | ) |
| Net cash provided by (used in) operating activities | 17,222 | | | | 590,857 | | | | 729,355 | | |
| Cash acquired with Centex merger, net of cash used | — | | | | — | | | | 1,748,742 | | |
| Net repayments under Financial Services credit arrangements | — | | | | (18,394 | | ) | | (219,166 | | ) |
| Repayment of other borrowings | (321,076 | | ) | | (934,650 | | ) | | (2,005,205 | | ) |
| Issuance of common stock | — | | | | 8,668 | | | | 4,782 | | |
| Debt issuance costs | — | | | | — | | | | (3,058 | | ) |
| Cash and equivalents at beginning of period | 1,483,390 | | | | 1,860,387 | | | | 1,667,252 | | |
On August 18, 2009, we completed the acquisition of Centex Corporation (“Centex”) through the merger of PulteGroup’s merger subsidiary with and into Centex pursuant to the Agreement and Plan of Merger dated as of April 7, 2009 among PulteGroup, Pi Nevada Building Company, and Centex.
As a result of the merger, Centex became a wholly-owned subsidiary of PulteGroup.
Accordingly, the results of Centex are included in our consolidated financial statements from the date of the merger.
Certain prior period amounts have been reclassified to conform to the current year presentation, including the reclassification to cash and equivalents of certain deposits in-transit previously classified separately as unfunded settlements (see Cash and equivalents below), the reclassification of certain accrued liabilities to self-insured liabilities (see [Note 15](#s22D0EC87775A32DDE8778FE23375CC09)), and a reclassification of our segment information (see [Note 6](#sCE239650ED053E9EAA2A8FE22C6DFB14)).
represents ownership interests of at least 20% and not more than 50%.
The counterparties for these transactions are generally land developers or other real estate investors.
The increase in the allowance for credit losses during 2011 relates primarily to the recording of additional reserves.
Amortization expense totaled $13.1 million in 2011, $13.1 million in 2010, and $14.0 million in 2009 (including $4.0 million related to the fair value of customer backlog acquired with the Centex merger that was fully amortized as of December 31, 2009).
If our expectations of future results and cash flows decrease significantly or if our strategy related to the use of such intangible assets changes, the related intangible assets may be impaired.
Fixed assets and depreciation
Fixed assets are recorded at cost.
An excerpt. Shown here: 40 of 523 rewritten, 40 of 270 added and 40 of 362 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2012 filing and the FY2011 filing.
Item 9A. CONTROLS AND PROCEDURES
9 rewritten, 1 added, 2 removed, 29 unchanged
Management, including our Chairman, President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2011.][added: 2012.]
Based upon, and as of the date of that evaluation, our Chairman, President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2011.][added: 2012.]
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, [removed: 2011.][added: 2012.]
Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, [removed: 2011.][added: 2012.]
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, [removed: 2011.][added: 2012.]
We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, [removed: 2011,] [added: 2012,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
In our opinion, PulteGroup, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2011,] [added: 2012,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of PulteGroup, Inc. as of December 31, [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] and the related consolidated statements of operations, [removed: shareholders’ equity and] comprehensive income (loss), [added: shareholders’ equity,] and cash flows for each of the three years in the period ended December 31, [removed: 2011] [added: 2012] and our report dated February [removed: 9, 2012] [added: 6, 2013] expressed an unqualified opinion thereon.
There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2011] [added: 2012] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
February 6, 2013
/s/ Ernst & Young LLP
February 9, 2012
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 0 added, 0 removed, 4 unchanged
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 [removed: 2012] [added: 2013] Annual Meeting of Shareholders [removed: (“2012] [added: (“2013] Proxy Statement”) under the captions “Election of Directors” and “Committees of the Board of Directors - Audit Committee” and in the chart disclosing Audit Committee membership and is incorporated herein by this reference.
Information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 will be contained in the [removed: 2012] [added: 2013] 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 [removed: 2012] [added: 2013] Proxy Statement under the caption “Corporate Governance - Governance Guidelines; Code of Ethical Business Conduct; Code of Ethics” and is incorporated herein by this reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 2 unchanged
Information required by this Item will be contained in the [removed: 2012] [added: 2013] Proxy Statement under the captions [removed: “2011] [added: “2012] Executive Compensation” and [removed: “2011] [added: “2012] 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
1 rewritten, 0 added, 0 removed, 2 unchanged
Information required by this Item will be contained in the [removed: 2012] [added: 2013] 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
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this Item will be contained in the [removed: 2012] [added: 2013] Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Election of Directors - Independence” and is incorporated herein by this reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 3 unchanged
Information required by this Item will be contained in the [removed: 2012] [added: 2013] Proxy Statement under the captions “Audit and Non-Audit Fees” and “Audit Committee Preapproval Policies” and is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
49 rewritten, 3 added, 9 removed, 131 unchanged
| [Consolidated Balance Sheets at December 31, [removed: 2011] [added: 2012] and [removed: 2010](#sA62B9FAAE93E45D336C58FE22C70F03D)] [added: 2011](#sF7C27C362E0B4DEA2D722825BDFD931E)] | [removed: [47](#sA62B9FAAE93E45D336C58FE22C70F03D)] [added: [46](#sBB4940B268A7B8EEB9A92825BD17236D)] |
| [Consolidated Statements of Operations for the years ended December 31, [added: 2012,] 2011, [removed: 2010,] and [removed: 2009](#s95127C1D7753252C78E28FE22C74ABD9)] [added: 2010](#sF7C27C362E0B4DEA2D722825BDFD931E)] | [removed: [48](#s95127C1D7753252C78E28FE22C74ABD9)] [added: [47](#s24DB0EF2932527EFC3022825BD21209E)] |
| [Consolidated Statements of [removed: Shareholders' Equity and] Comprehensive Income (Loss) for the years ended December 31, [added: 2012,] 2011, [removed: 2010,] and [removed: 2009](#s78C7F74EA133A7A8411D8FE22C6E75D8)] [added: 2010](#s987272E59E4B05BB63412D8AA3411A62)] | [removed: [49](#s78C7F74EA133A7A8411D8FE22C6E75D8)] [added: [48](#s987272E59E4B05BB63412D8AA3411A62)] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2012,] 2011, [removed: 2010,] and [removed: 2009](#sC00210D2DF3B02DB88CC8FE22C74419A)] [added: 2010](#sF7C27C362E0B4DEA2D722825BDFD931E)] | [removed: [50](#sC00210D2DF3B02DB88CC8FE22C74419A)] [added: [50](#s8C3FA3FCF158BE7741572825BD67CF00)] |
| [Notes to Consolidated Financial [removed: Statements](#sA2F5A7C043186907B80D8FE231D194D2)] [added: Statements](#sEF4F0C8A8CDADCAD4BE028260D2AEF50)] | [removed: [51](#sA2F5A7C043186907B80D8FE231D194D2)] [added: [51](#sEF4F0C8A8CDADCAD4BE028260D2AEF50)] |
| [removed: (2)] | | [removed: (a)] [added: (z)] | | [removed: Agreement] [added: Assignment] and [removed: Plan of Merger,] [added: Assumption Agreement] dated as of [removed: April 7, 2009, by and among] [added: August 18, 2009 between] PulteGroup, [removed: Inc., Pi Nevada Building Company,] [added: Inc.] and Centex Corporation (Incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] of our Current Report on Form [removed: 8-K] [added: 8-K,] filed with the [removed: Securities and Exchange Commission (“SEC”)] [added: SEC] on [removed: April 10,] [added: August 20,] 2009) |
| (10) | | (a) | | [removed: 1994] [added: 1995] Stock Incentive Plan for Key Employees (Incorporated by reference to our Proxy Statement dated March 31, [removed: 1994,] [added: 1995,] and as Exhibit 4.1 of our Registration Statement on Form S-8, Registration No. [removed: 33-98944)] [added: 33-99218)] |
| | | [removed: (b)] [added: (e)] | | [removed: 1995] [added: PulteGroup, Inc. 2000] Stock Incentive Plan for Key Employees (Incorporated by reference to [removed: our Proxy Statement dated March 31, 1995, and as] Exhibit [removed: 4.1] [added: 4.3] of our Registration Statement on Form S-8, Registration No. [removed: 33-99218)] [added: 333-66284)] |
| | | [removed: (c)] [added: (f)] | | [removed: 1997] [added: PulteGroup, Inc. 2000] Stock Plan for Nonemployee Directors (Incorporated by reference to [removed: our Proxy Statement dated March 27, 1998, and as] Exhibit 4.3 of our Registration Statement on Form S-8, Registration No. [removed: 333-52047)] [added: 333-66284)] |
| | | [removed: (d)] [added: (b)] | | PulteGroup, Inc. 401(k) Plan (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-115570) |
| | | [removed: (e)] [added: (c)] | | Intercreditor and Subordination Agreement, dated October 1, 2003, among Asset Seven Corp., Pulte Realty Corporation, certain subsidiaries of PulteGroup, Inc., Bank One, NA, as Administrative Agent, and Bank One Trust Company, National Association, as Trustee (Incorporated by reference to Exhibit 10(f) to our Annual Report on Form 10-K for the year ended December 31, 2003) |
| | | [removed: (f)] [added: (d)] | | Facility Agreement dated as of June 23, 2009 among PulteGroup, Inc., Various Financial Institutions, and Deutsche Bank AG, New York Branch (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on June 26, 2009) |
| | | (g) | | PulteGroup, Inc. [removed: 2000] [added: 2002] Stock Incentive Plan [removed: for Key Employees] (Incorporated by reference to [added: our Proxy Statement dated April 3, 2002 and as] Exhibit 4.3 of our Registration Statement on Form S-8, [removed: Registration] No. [removed: 333-66284)] [added: 333-123223)] |
| | | [removed: (i)] [added: (o)] | | Form of Restricted Stock Award [removed: agreement] [added: Agreement (as amended)] under PulteGroup, Inc. 2000 Stock Incentive Plan for Key Employees [removed: (Incorporated] [added: ( Incorporated] by reference to Exhibit [removed: 10(l)] [added: 10(b)] of our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2006)] [added: 2010)] |
| | | [removed: (j)] [added: (r)] | | Form of [removed: Restricted Stock] [added: Performance Share] Award [removed: agreement (as amended)] [added: Agreement] under PulteGroup, Inc. [removed: 2000] [added: 2004] Stock Incentive Plan [removed: for Key Employees] (Incorporated by [removed: Reference] [added: reference] to Exhibit [removed: 10(o)] [added: 10(w)] of our Annual Report on Form 10-K for the year ended December 31, [removed: 2008)] [added: 2011 )] |
| | | [removed: (k)] [added: (h)] | | PulteGroup, Inc. [removed: 2002 Stock] [added: 2008 Senior Management] Incentive Plan (Incorporated by reference to our Proxy Statement dated April [removed: 3, 2002 and as Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-123223)] [added: 7, 2008)] |
| | | [removed: (m)] [added: (i)] | | 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) |
| | | [removed: (n)] [added: (j)] | | 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) |
| | | [removed: (o)] [added: (k)] | | 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) |
| | | [removed: (p)] [added: (l)] | | 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) |
| | | [removed: (q)] [added: (m)] | | 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) |
| | | [removed: (r)] [added: (q)] | | Form of [removed: Restricted] Stock [removed: Award] [added: Option] Agreement (as amended) under PulteGroup, Inc. [added: 2002 and] 2004 Stock Incentive [removed: Plan] [added: Plans] (Incorporated by reference to Exhibit [removed: 10(r)] [added: 10(t)] of our Annual Report on Form 10-K for the year ended December 31, 2007) |
| | | [removed: (s)] [added: (n)] | | Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010) |
| | | [removed: (t)] [added: (aa)] | | Form of [removed: Restricted Stock] [added: Performance] Award Agreement [removed: (as amended)] under PulteGroup, Inc. [removed: 2000 Stock] [added: 2008 Senior Management] Incentive Plan [removed: for Key Employees ( Incorporated] [added: (Incorporated] by reference to Exhibit [removed: 10(b)] [added: 10(a)] of our Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2010)] [added: 2012)] |
| | | [removed: (u)] [added: (p)] | | 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) |
| | | [removed: (v)] [added: (y)] | | [removed: Form of Stock Option Agreement (as amended) under] PulteGroup, Inc. [removed: 2002] [added: Deferred Compensation Plan for Non-Employee Directors (as Amended] and [removed: 2004 Stock Incentive Plans] [added: Restated Effective December 8, 2009)] (Incorporated by reference to Exhibit [removed: 10(t)] [added: 10(al)] of our Annual Report on Form 10-K for the year ended December 31, [removed: 2007)] [added: 2009)] |
| | | [removed: (x)] [added: (s)] | | Centex Corporation Amended and Restated 1987 Stock Option Plan (Amended and Restated Effective February 11, 2009) (Incorporated by reference to Exhibit 10.4 of Centex’s Current Report on Form 8-K, filed with the SEC on February 13, 2009) |
| | | [removed: (y)] [added: (t)] | | Amended and Restated Centex Corporation 2001 Stock Plan (Amended and Restated Effective February 11, 2009) (Incorporated by reference to Exhibit 10.2 of Centex’s Current Report on Form 8-K, filed with the SEC on February 13, 2009) |
| | | [removed: (z)] [added: (u)] | | Form of stock option agreement for the Amended and Restated Centex Corporation 2001 Stock Plan (Incorporated by reference to Exhibit 10.5 of Centex’s Current Report on Form 8-K, filed with the SEC on May 13, 2008) |
| | | [removed: (aa)] [added: (v)] | | Centex Corporation 2003 Equity Incentive Plan (Amended and Restated Effective February 11, 2009) (Incorporated by reference to Exhibit 10.1 of Centex’s Current Report on Form 8-K, filed with the SEC on February 13, 2009) |
| | | [removed: (ab)] [added: (w)] | | Form of stock option agreement for the Centex Corporation 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 of Centex’s Current Report on Form 8-K, filed with the SEC on May 13, 2008) |
| | | [removed: (ac)] [added: (x)] | | 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) |
| | | [removed: (ae)] [added: (ac)] | | [removed: Assignment and Assumption Agreement] [added: Offer Letter] dated as of [removed: August 18, 2009] [added: May 9, 2011,] between PulteGroup, Inc. and [removed: Centex Corporation] [added: Robert T. O'Shaughnessy] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10(a)] of our Current Report on Form [removed: 8-K,] [added: 8-K] filed with the SEC on [removed: August 20, 2009)] [added: May 9, 2011)] |
| | | [removed: (af)] [added: (ab)] | | [added: Clarification of] Offer Letter to Deborah Meyer dated as of [removed: August 20, 2009] [added: April 26, 2011] (Incorporated by reference to Exhibit [removed: 10(a)] [added: 10(b)] of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011) |
| | | [removed: (ah)] [added: (ae)] | | Separation Agreement dated as of [removed: May 26, 2011,] [added: November 30, 2012,] between PulteGroup, Inc. and [removed: Roger A. Cregg] [added: John B. Bertero III] (Incorporated by [removed: reference] [added: referenced] to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on [removed: May 27, 2011)] [added: December 4, 2012)] |
| (12) | | | | Ratio of Earnings to Fixed Charges at December 31, [removed: 2011] [added: 2012] (Filed herewith) |
| February [removed: 9, 2012] [added: 6, 2013] | By: | | /s/ Robert T. O'Shaughnessy |
| /s/ Richard J. Dugas, Jr. | | Chairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer) | | February [removed: 9, 2012] [added: 6, 2013] |
| /s/ Robert T. O'Shaughnessy | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | February [removed: 9, 2012] [added: 6, 2013] |
| /s/ Michael J. Schweninger | | Vice President and Controller (Principal Accounting Officer) | | February [removed: 9, 2012] [added: 6, 2013] |
| [Consolidated Statements of Shareholders' Equity for the years ended December 31, 2012, 2011, and 2010](#sF7C27C362E0B4DEA2D722825BDFD931E) | [49](#s6FADED50AFE992E17E072825BD2BF780) |
| | | (ad) | | Master Repurchase Agreement dated as of September 28, 2012 among Comerica Bank, as Agent 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 October 2, 2012) |
| Thomas J. Folliard | | | | |
| | | | | |
| --- | --- | --- | --- | --- |
| | | (h) | | PulteGroup, Inc. 2000 Stock Plan for Nonemployee Directors (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, Registration No. 333-66284) |
| | | (l) | | PulteGroup, Inc. 2008 Senior Management Incentive Plan (Incorporated by reference to our Proxy Statement dated April 7, 2008) |
| | | (w) | | Form of Performance Share Award Agreement under PulteGroup, Inc. 2004 Stock Incentive Plan (Filed herewith) |
| | | (ad) | | PulteGroup, Inc. Deferred Compensation Plan for Non-Employee Directors (as Amended and Restated Effective December 8, 2009) (Incorporated by reference to Exhibit 10(al) of our Annual Report on Form 10-K for the year ended December 31, 2009) |
| | | (ag) | | Clarification of Offer Letter to Deborah Meyer dated as of April 26, 2011 (Incorporated by reference to Exhibit 10(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011) |
| | | (ai) | | Offer Letter dated as of May 9, 2011, between PulteGroup, Inc. and Robert T. O'Shaughnessy (Incorporated by reference to Exhibit 10(a) of our Current Report on Form 8-K filed with the SEC on May 9, 2011) |
| Thomas M. Schoewe | | | | |
An excerpt. Shown here: 40 of 49 rewritten, all 3 added and all 9 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2012 filing and the FY2011 filing.