filings.toolsPulteGroup (PHM) 10-K risk factor changes: FY2015 vs FY2014
The 2015-12-31 10-K against the 2014-12-31 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 1A18 rewritten11 added8 removed132 unchanged
All filing items909 rewritten445 added394 removed1,843 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, 445 added, 394 removed, 909 rewritten and 1,843 unchanged across 15 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 FY2015; struck-through words were in FY2014. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
18 rewritten, 11 added, 8 removed, 132 unchanged
The resolution of claims related to alleged breaches of these representations and warranties and repurchase claims could have a material adverse effect on our financial condition, cash flows and results of [removed: operations, and could exceed existing estimates and accruals.][added: operations.]
[removed: Any changes to income tax laws by the] federal government or a state government to eliminate or substantially reduce these income tax deductions, as has been considered from time to time, would increase the after-tax cost of owning a home.
We may need credit-related liquidity for [added: the] future [removed: growth and] development of our business.
At December 31, [removed: 2014,] [added: 2015,] we had outstanding letters of credit and surety bonds totaling [removed: $212.1] [added: $191.3] million and $1.0 billion, respectively.
[removed: The majority of these] [added: These] letters of credit are issued via our unsecured revolving credit facility, which contains certain financial covenants and other limitations.
The [added: U.S.] housing industry [removed: in the U.S.] is highly competitive.
Additionally, the cost of certain building materials, especially lumber, steel, concrete, copper, and petroleum-based materials, is influenced by changes in [added: local and] global commodity prices.
Increased costs or shortages of skilled labor and/or materials could cause increases in construction costs and [added: / or] construction delays.
Our current audits are in various stages of completion; however, no outcome for a particular audit can be determined with certainty prior to the conclusion of the audit, [removed: appeal] [added: appeal,] and, in some cases, litigation process.
As of December 31, [removed: 2014,] [added: 2015,] we had deferred income tax assets, net of deferred tax liabilities, of [removed: $1.8] [added: $1.5] billion, against which we provided a valuation allowance of [removed: $82.3] [added: $109.1] million.
As a result of our merger with Centex in [removed: August] 2009, our ability to use certain of Centex’s pre-ownership change NOLs, BILs, and deductions is limited under Section 382 of the [removed: Internal Revenue Code.][added: IRC.]
We do not believe that the Section 382 limitation will prevent [removed: the Company] [added: us] from using Centex's pre-ownership change [removed: NOL carryforwards and built-in losses] [added: federal NOLs, BILs,] or [removed: deductions.][added: deductions, however, no assurance can be given that any such limitation will not occur, which could be material.]
We have significant intangible assets related to [removed: prior] business combinations.
This would result in a charge to our [removed: operating] earnings.
These include eligibility requirements for participation in federal loan programs and compliance with consumer lending and similar [removed: requirements such as disclosure requirements, prohibitions against discrimination, and real estate settlement procedures.]
In January 2013, the Consumer Financial Protection Bureau [added: ("CFPB")] adopted new rules regarding the origination of mortgages, including the criteria for “qualified mortgages”, rules for lender practices regarding assessing borrowers’ ability to repay, and limitations on certain fees and incentive arrangements.
Additionally, [removed: many] [added: certain] other rules required by the Dodd-Frank Act of 2010 have not yet been completed or implemented, which has created uncertainty in the overall U.S. financial services and mortgage industries as to their long-term impact.
Our computer systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches (through cyberattacks from computer hackers and sophisticated organizations), catastrophic events such as fires, tornadoes and hurricanes, and usage [removed: errors by our associates.]
Labor shortages in certain of our markets have become more acute in recent quarters as the supply chain adjusts to uneven industry growth.
Given the ongoing volatility in the mortgage industry, changes in values of underlying collateral over time, and other uncertainties regarding the ultimate resolution of these claims, actual costs could differ from our current estimates.
Any changes to income tax laws by the
At December 31, 2015, we had cash and equivalents of $754.2 million, restricted cash totaling $21.3 million, and $308.7 million available under our revolving credit facility, net of outstanding letters of credit.
Our shareholder rights plan expires June 1, 2016, unless our board of directors and shareholders approve an amendment to extend the term prior thereto.
requirements such as disclosure requirements, prohibitions against discrimination, and real estate settlement procedures.
The CFPB also issued the TILA-RESPA Integrated Disclosure ("TRID") rules, which combined the mortgage disclosures consumers receive under the Truth in Lending Act ("TILA") and the Real Estate Settlement and Procedures Act ("RESPA").
Such rules went into effect in October 2015.
In certain instances, we may offer our subcontractors the opportunity to purchase insurance through one of our captive insurance subsidiaries or participate in a project-specific insurance program provided by us.
Policies issued by our captive insurance subsidiaries represent self-insurance of these risks by us.
errors by our associates.
In addition, we entered into an agreement in conjunction with the wind down of Centex’s mortgage operations, which ceased loan origination activities in December 2009, that provides a guaranty for one major investor of loans originated by Centex.
This guaranty provides that we will honor the potential repurchase obligations of Centex’s mortgage operations related to breaches of similar representations in the origination of a certain pool of loans.
The repurchase liability we have recorded is estimated based on several factors, including the level of current unresolved repurchase requests, the volume of estimated probable future repurchase requests, our ability to cure the defects identified in the repurchase requests, and the severity of the estimated loss upon repurchase.
The factors referred to above are subject to change in light of market developments, the economic environment, and other circumstances, some of which are beyond our control.
At December 31, 2014, we had cash and equivalents of $1.3 billion as well as restricted cash totaling $16.4 million.
Of these amounts outstanding, $3.7 million of the letters of credit were subject to cash-collateralized agreements while the remaining letters of credit and surety bonds were unsecured.
We have not experienced an ownership change as defined by Section 382.
The applicable Section 382 limitation is approximately $67.4 million per year for NOLs, losses realized on built-in loss assets that were sold within 60 months of the ownership change, and certain deductions.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
260 rewritten, 134 added, 128 removed, 323 unchanged
[removed: The overall U.S. housing market continues to be influenced by a combination of low interest rates and affordable home prices that] [added: These conditions] have [removed: kept] [added: helped keep] monthly mortgage payments affordable relative to historical levels and the rental market.
Our [removed: improved] financial position provided [removed: additional] flexibility to [removed: retire debt early and] increase our investments in future [removed: communities,] [added: communities] while also returning funds to shareholders through dividends and expanded share repurchases.
Specifically, we accomplished the following [removed: during 2014:][added: in 2015:]
| • | Raised our quarterly dividend [removed: by 60% to] [added: from] $0.08 [added: to $0.09] per share; |
| • | Increased our land investment spending by [removed: almost 40%] [added: 30%] to support future growth; |
We believe the positive factors of an improving economy with [removed: declining energy costs,] rising employment, [removed: lower] [added: continued low] mortgage [removed: rates] [added: rates,] and [removed: related fees,] beneficial long-term demographic [removed: trends, and a generally healthy supply of inventory] [added: trends] will continue to support a slow and sustained housing recovery.
Consistent with our positive market view and long-term business strategy, we expect to use our capital to support future [removed: growth,] [added: growth] while consistently returning funds to shareholders.
| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |
| Homebuilding | $ | [removed: 635,177] [added: 757,317] | | | $ | [removed: 479,113] [added: 635,177] | | | $ | [removed: 157,991] [added: 479,113] | |
| Financial Services | [removed: 54,581] [added: 58,706] | | | | [removed: 48,709] [added: 54,581] | | | | [removed: 25,563] [added: 48,709] | | |
| Income before income taxes | [removed: 689,758] [added: 816,023] | | | | [removed: 527,822] [added: 689,758] | | | | [removed: 183,554] [added: 527,822] | | |
| Income tax expense (benefit) | [removed: 215,420] [added: 321,933] | | | | [removed: (2,092,294] [added: 215,420] | | [removed: )] | | [removed: (22,591] [added: (2,092,294] | | ) |
| Net income | $ | [removed: 474,338] [added: 494,090] | | | $ | [removed: 2,620,116] [added: 474,338] | | | $ | [removed: 206,145] [added: 2,620,116] | |
| Net income | $ | [removed: 1.26] [added: 1.36] | | | $ | [removed: 6.72] [added: 1.26] | | | $ | [removed: 0.54] [added: 6.72] | |
| • | Homebuilding income before income taxes improved each year from [removed: 2012] [added: 2013] to [removed: 2014,] [added: 2015,] primarily as the result of higher gross margins and revenues. Homebuilding income before income taxes also reflected the following significant [added: expense (income)] items ($000's omitted): |
| Land-related charges (see [Note [removed: 3](#sCB05022D30EBBFAE7A49673AF3B41535))] [added: 3](#s82ABC8D6A8305DF7ADA6ABB1061F0C0A))] | [removed: $] [added: 11,467] | [removed: 11,168] | | | [removed: $] [added: 11,168] | [removed: 9,672] | | | [removed: $] [added: 9,672] | [removed: 17,195] | |
| Loss on debt retirements (see [Note [removed: 6](#s7EA88E6C6FA6E8FE219B673AF38C36DC))] [added: 6](#s69B5854DB25F5B4486BA0C35BE6B5322))] | [removed: 8,584] [added: —] | | | | [removed: 26,930] [added: 8,584] | | | | [removed: 32,071] [added: 26,930] | | |
| Settlement of contractual dispute at a closed-out community (see [Note [removed: 12](#s57794A3354316563858A673AF3C8D06A))] [added: 12](#s4B542EB2D81157D681F24D9F9198EAED))] | — | | | | [removed: 41,170] [added: —] | | | | [removed: —] [added: 41,170] | | |
| Corporate office relocation (see [Note [removed: 2](#sB630505897D0D5106C79673AF4229EE6))] [added: 2](#s4D2EA01F731950E49BF2147D51DCAA46))] | [removed: 16,344] [added: $] | [added: 4,369] | | | [removed: 15,376] [added: $] | [added: 16,344] | | | [removed: —] [added: $] | [added: 15,376] | |
| Insurance reserve adjustments (see [Note [removed: 12](#s57794A3354316563858A673AF3C8D06A))] [added: 12](#s4B542EB2D81157D681F24D9F9198EAED))] | [removed: 69,267] [added: (62,183] | | [added: )] | | [removed: —] [added: 69,267] | | | | — | | |
| | $ | [removed: 105,363] [added: (26,347] | [added: )] | | $ | [removed: 93,148] [added: 105,363] | | | $ | [removed: 49,266] [added: 93,148] | |
The acquisition of certain real estate assets from Dominion Homes in August 2014 (see [Note [removed: 1](#s7AA47F467CB02CDE9B8D673AF3F04865))] [added: 1](#sB95F9CCB04055FF791D04C3FA1642131))] was not material to our results of operations or financial condition.
| | [removed: 2014] [added: 2015] | | | | FY [removed: 2014] [added: 2015] vs. FY [removed: 2013] [added: 2014] | | | [removed: 2013] [added: 2014] | | | | FY [removed: 2013] [added: 2014] vs. FY [removed: 2012] [added: 2013] | | | [removed: 2012] [added: 2013] | | |
| Home sale revenues | $ | [removed: 5,662,171] [added: 5,792,675] | | | [removed: 4] [added: 2] | % | | $ | [removed: 5,424,309] [added: 5,662,171] | | | [removed: 19] [added: 4] | % | | $ | [removed: 4,552,412] [added: 5,424,309] | |
| Land sale revenues | [removed: 34,554] [added: 48,536] | | | | [removed: (70] [added: 40] | [removed: )%] [added: %] | | [removed: 114,335] [added: 34,554] | | | | [removed: 7] [added: (70] | [removed: %] [added: )%] | | [removed: 106,698] [added: 114,335] | | |
| Total Homebuilding revenues | [removed: 5,696,725] [added: 5,841,211] | | | | 3 | % | | [removed: 5,538,644] [added: 5,696,725] | | | | [removed: 19] [added: 3] | % | | [removed: 4,659,110] [added: 5,538,644] | | |
| Home sale cost of revenues (a) | [removed: 4,343,249] [added: 4,440,893] | | | | [removed: 1] [added: 2] | % | | [removed: 4,310,528] [added: 4,343,249] | | | | [removed: 12] [added: 1] | % | | [removed: 3,833,451] [added: 4,310,528] | | |
| Land sale cost of revenues | [removed: 23,748] [added: 35,858] | | | | [removed: (77] [added: 51] | [removed: )%] [added: %] | | [removed: 104,426] [added: 23,748] | | | | [removed: 10] [added: (77] | [removed: %] [added: )%] | | [removed: 94,880] [added: 104,426] | | |
| Selling, general, and administrative expenses ("SG&A") (b) | [removed: 667,815] [added: 589,780] | | | | [removed: 17] [added: (12] | [removed: %] [added: )%] | | [removed: 568,500] [added: 667,815] | | | | [removed: 11] [added: 17] | % | | [removed: 514,457] [added: 568,500] | | |
| Equity in [removed: earnings] [added: (earnings) loss] of unconsolidated entities [added: ([Note 5](#sAF67DF95FE365C1CB88CF64F01AD6704))] | [removed: (8,226] [added: (7,355] | | ) | | [removed: 728 | % | | (993] [added: (8,226] | | ) | | [removed: (74 | )% | | (3,873] [added: (993] | | ) |
| Income before income taxes | $ | [removed: 635,177] [added: 757,317] | | | [removed: 33] [added: 19] | % | | $ | [removed: 479,113] [added: 635,177] | | | [removed: (203] [added: 33] | [removed: )%] [added: %] | | $ | [removed: 157,991] [added: 479,113] | |
| Gross margin from home sales | 23.3 | | % | | [removed: 280] [added: 0] bps | | | [removed: 20.5] [added: 23.3] | | % | | [removed: 470] [added: 280] bps | | | [removed: 15.8] [added: 20.5] | | % |
| SG&A as a percentage of home sale revenues | [removed: 11.8] [added: 10.2] | | % | | [removed: 130] [added: 160] bps | | | [removed: 10.5] [added: 11.8] | | % | | [removed: (80)] [added: 130] bps | | | [removed: 11.3] [added: 10.5] | | % |
| Closings (units) | [removed: 17,196] [added: 17,127] | | | | [removed: (3] [added: —] | [removed: )%] [added: %] | | [removed: 17,766] [added: 17,196] | | | | [removed: 8] [added: (3] | [removed: %] [added: )%] | | [removed: 16,505] [added: 17,766] | | |
| Average selling price | $ | [removed: 329] [added: 338] | | | [removed: 8] [added: 3] | % | | $ | [removed: 305] [added: 329] | | | [removed: 11] [added: 8] | % | | $ | [removed: 276] [added: 305] | |
| Units | [removed: 16,652] [added: 18,008] | | | | [removed: (3] [added: 8] | [removed: )%] [added: %] | | [removed: 17,080] [added: 16,652] | | | | [removed: (10] [added: (3] | )% | | [removed: 19,039] [added: 17,080] | | |
| Dollars (d) | $ | [removed: 5,558,937] [added: 6,305,380] | | | [removed: 3] [added: 13] | % | | $ | [removed: 5,394,566] [added: 5,558,937] | | | [removed: (1] [added: 3] | [removed: )%] [added: %] | | $ | [removed: 5,424,300] [added: 5,394,566] | |
| Cancellation rate | [removed: 15] [added: 14] | | % | | | | | 15 | | % | | | | | 15 | | % |
| Active communities at December 31 | [removed: 598] [added: 620] | | | | 4 | % | | [removed: 577] [added: 598] | | | | [removed: (14] [added: 4] | [removed: )%] [added: %] | | [removed: 670] [added: 577] | | |
| Units | [removed: 5,850] [added: 6,731] | | | | [removed: 1] [added: 15] | % | | [removed: 5,772] [added: 5,850] | | | | [removed: (11] [added: 1] | [removed: )%] [added: %] | | [removed: 6,458] [added: 5,772] | | |
Improved demand conditions in the overall U.S. housing market continued through 2015.
While heightened global economic concerns have created greater volatility in financial markets, the positive trends in the U.S. regarding jobs, demographics and household formations, low interest rates, and a generally balanced inventory of homes available for sale support our expectations that housing demand continues to move higher at a measured pace for a number of years.
This environment contributed to our experiencing relatively stable overall demand in 2015, including 8% growth in net new orders, a 2% increase in home sale revenues to $5.8 billion, and maintaining gross margins at 23.3%, among the highest annual gross margins reported in the Company's history.
During 2015, we opened approximately 200 new communities across our existing local markets, which represented a sizable increase compared with recent years as a result of increased land investment over the last few years.
These new communities generally replaced older communities that closed out in 2015 as our overall active community count increased 4%.
While we have experience opening new communities, this volume of new community openings presents a challenge in today's environment where entitlement and land development delays are common.
The difficult weather conditions in certain parts of the U.S. in the first half of 2015 contributed to that challenge.
Additionally, labor constraints in the construction industry have led to delays in home closings, which contributed to our closing volume being flat compared with the prior year.
Leveraging our increased land investments, we expect to open an even higher number of new communities in 2016 than we did in 2015, which we expect will help our volume to grow in 2016.
In addition, we acquired substantially all of the assets of JW Homes, including the brand John Wieland Homes and Neighborhoods, in January 2016, which will also contribute to growth in 2016.
| • | Repurchased $433.7 million of shares under our share repurchase plan and authorized an additional $300.0 million for future repurchases; |
| • | Maintained one of the lowest ratios of debt to total capitalization in the homebuilding industry at 30.5%; and |
| • | Ended the year with a cash balance of $754.2 million with no borrowings outstanding under our unsecured revolving credit agreement. |
Industry-wide new home sales continue to pace well below historical averages, so we remain optimistic that demand can continue to increase in the coming years.
| Applecross matter (see [Note 12](#s4B542EB2D81157D681F24D9F9198EAED)) | 20,000 | | | | — | | | | — | | |
| • | The increase in Financial Services income in 2015 compared with 2014 and 2013 was primarily due to an increase in mortgage originations. Additionally, we reduced loan loss reserves by $11.4 million in 2015 versus a reduction of $18.6 million in 2014. In 2013, loss reserves remained unchanged. See [Note 12](#s4B542EB2D81157D681F24D9F9198EAED). |
| • | Our effective tax rate was 39.5%, 31.2% and (396.4)% for 2015, 2014, and 2013, respectively. Income tax expense (benefit) reflects provisions and (reversals) of deferred tax asset valuation allowances totaling $3.1 million, $(45.6) million, and $(2.1) billion in 2015, 2014, and 2013, respectively. See [Note 9](#s1DC16E5BDBA3530BAC69EC5B219915F8). |
| Other expense, net (c) | 17,363 | | | | (35 | )% | | 26,736 | | | | (65 | )% | | 76,077 | | |
| (a) | Includes the amortization of capitalized interest. |
The increase in average selling price reflects an ongoing shift in our revenue mix toward move-up buyers.
Closing volume was flat as higher net new orders were offset by production delays in certain communities caused by a number of factors, including tight labor resources and adverse weather conditions.
Gross margins remain strong relative to historical levels and reflect a combination of factors, including shifts in community mix, relatively stable pricing conditions in 2015 following improved pricing conditions in 2014, and lower amortized interest costs (2.4%, 3.4%, and 4.7% of home sale revenues in 2015, 2014, and 2013, respectively), offset by higher house construction and land costs.
SG&A included adjustments to general liability insurance reserves relating to a reversal of $62.2 million in 2015 and a charge of $69.3 million in 2014 (see [Note 12](#s4B542EB2D81157D681F24D9F9198EAED)).
Additionally, we incurred $2.0 million and $7.6 million in 2015 and 2014, respectively, of employee severance, retention, relocation, and related costs attributable to the relocation of our corporate headquarters.
Excluding each of these items, SG&A in both dollars and as a percentage of home sale revenues increased for 2015 compared with 2014.
This increase in gross overhead dollars in 2015 was primarily due to investments in increased headcount and information systems along with higher costs in conjunction with the opening of approximately 200 new communities.
| | 2015 | | | | 2014 | | | | 2013 | | |
| Interest income | (3,107 | | ) | | (4,632 | | ) | | (4,395 | | ) |
| Interest expense | 788 | | | | 849 | | | | 712 | | |
| | $ | 17,363 | | | $ | 26,736 | | | $ | 76,077 | |
Net new orders increased 8% in 2015 compared with 2014.
The increase resulted from improved sales per community combined with selling from a larger number of active communities, which increased 4% to 620 at December 31, 2015.
The cancellation rate (canceled orders for the period divided by gross new orders for the period) decreased slightly in 2015 from 2014 at 14% and 15%, respectively.
The higher backlog resulted from the higher net new order volume, especially in the fourth quarter, combined with production delays in certain communities in 2015 caused by a number of factors, including tight labor resources and adverse weather conditions.
The higher average sales price also contributed to the higher backlog dollars.
| | | 2015 | | | 2014 | |
| | | 1,921 | | | 1,298 | |
The increase in homes under production was due to a combination of factors, including a 4% increase in active communities, a 15% increase in ending backlog units, and a conscious decision to moderately increase the number of unsold homes under construction ("spec homes") at the end of the year.
The increase in spec homes reflects our intentions to achieve a more even
flow production cycle over the course of 2016 compared with 2015.
This environment has contributed to our experiencing relatively stable overall demand in 2014.
On slightly lower unit volumes, we generated a 4% increase in home sale revenues to $5.7 billion.
We leveraged this growth into a 33% increase in reported pretax income of $635 million for our homebuilding operations by improving gross margins by 280 basis points to 23.3%, amongst the highest annual gross margins reported in the Company's history.
Including our Financial Services operations, we realized pretax income growth of 31% to $690 million.
We generated positive cash flow from operations in 2014 due primarily to improved profitability.
- Proactively reduced our outstanding debt by $245.7 million;
| • | Increased our existing share repurchase authorization by $750.0 million and retired $245.8 million of shares; |
| • | Lowered our ratio of debt to total capitalization to 27.5%; and |
| • | Ended the year with a total cash balance of $1.3 billion. |
Assuming market conditions remain consistent with our expectations, we also expect to continue to invest increasing amounts into our land portfolio following our disciplined capital allocation process.
Our first priority in allocating capital is to invest responsibly in our business and then to return excess funds to shareholders in the form of dividends and share repurchases on a routine and systematic basis.
By intelligently investing in our business while routinely returning funds to shareholders, we are aligning our capital allocation decisions with our value creation strategy and our fundamental goal of increasing long-term total shareholder returns.
We are optimistic heading into 2015.
| • | The increase in Financial Services income in 2014 compared with 2013 and 2012 was primarily due to lower provisions for loan losses. We reduced loss reserves by $18.6 million in 2014 while there were no adjustments to the reserve in 2013. In 2012, loss reserves increased by $49.0 million. See [Note 12](#s57794A3354316563858A673AF3C8D06A) to the Consolidated Financial Statements. Excluding these loss reserve adjustments, Financial Services income has been declining since 2012 due to margin compression caused by heightened competition in the mortgage industry. |
| • | Our effective tax rate is affected by a number of factors, the most significant of which are the valuation allowance related to our deferred tax assets, changes in tax laws or other circumstances that impact the value of our deferred tax assets, and changes in our unrecognized tax benefits. Due to the effects of these factors, our effective tax rates in 2014, 2013, and 2012 are not correlated to the amount of our income before income taxes. Income tax expense (benefit) reflects reversals of deferred tax asset valuation allowances totaling $45.6 million in 2014 and $2.1 billion in 2013. The income tax benefit in 2012 was attributable primarily to the favorable resolution of certain federal and state income tax matters. See [Note 9](#sED545D03DE2C66080A11673AF3DCD209) to the Consolidated Financial Statements for additional information. |
| Other expense, net (c) | 38,745 | | | | (52 | )% | | 80,753 | | | | 22 | % | | 66,298 | | |
| Interest income, net | (3,783 | | ) | | 3 | % | | (3,683 | | ) | | (10 | )% | | (4,094 | | ) |
| (a) | Includes the amortization of capitalized interest. Home sale cost of revenues also includes land impairments of $3.9 million, $2.9 million, and $13.4 million for 2014, 2013, and 2012, respectively. |
The increase in average selling price occurred in substantially all of our local markets and reflects an ongoing shift in our revenue mix toward move-up and active adult buyers and improved market conditions that have allowed for increased sale prices, including higher levels of house options and lot premiums.
The increase in closings reflected improved consumer demand for new homes in the majority of our local markets.
The gross margin improvement was broad-based as substantially all of our operating divisions experienced higher gross margins in 2014 compared with the prior year periods.
These improved gross margins reflect a combination of factors, including an improved pricing environment, contributions from our strategic pricing and house cost reduction initiatives, and lower amortized interest costs (3.4%, 4.7%, and 4.9% in 2014, 2013, and 2012, respectively).
In 2013, SG&A includes costs associated with the relocation of our corporate headquarters totaling $15.0 million.
The remainder of the increase is due to variable costs related to the higher revenue volume combined with higher incentive compensation accruals resulting from our improved operating results.
Equity in earnings of unconsolidated entities
Equity in earnings of unconsolidated entities was $8.2 million, $1.0 million, and $3.9 million for 2014, 2013, and 2012, respectively.
The majority of our unconsolidated entities represent land development joint ventures.
Consequently, their results vary between periods depending on the timing of transactions and circumstances specific to each entity.
| | $ | 38,745 | | | $ | 80,753 | | | $ | 66,298 | |
Interest income, net
Interest income, net was similar in 2014, 2013, and 2012 based on our invested cash balances and low returns on invested cash available in the current interest rate environment.
Net new order levels decreased 10% in 2013 compared with 2012 primarily due to selling from 14% fewer active communities in 2013 (577 active communities at December 31, 2013).
The cancellation rate was unchanged from 2012 to 2013 at 15%.
| | | 1,298 | | | 1,151 | |
Aggressively controlling the start of construction homes unsold to customers ("spec homes") is a component of our strategic pricing and inventory turns objectives.
| North | | 17,865 | | | 8,358 | | | 26,223 | | | 11,785 | | | 7,952 | | | 19,737 | |
| Southwest | | 28,413 | | | 2,691 | | | 31,104 | | | 29,459 | | | 2,440 | | | 31,899 | |
| Total | | 96,220 | | | 34,573 | | | 130,793 | | | 95,212 | | | 28,266 | | | 123,478 | |
| North | 1,428,461 | | | | 18 | % | | 1,214,332 | | | | 23 | % | | 989,510 | | |
| Southwest | 805,740 | | | | (18 | )% | | 977,898 | | | | 13 | % | | 864,133 | | |
An excerpt. Shown here: 40 of 260 rewritten, 40 of 134 added and 40 of 128 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 FY2015 filing and the FY2014 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
6 rewritten, 22 added, 6 removed, 25 unchanged
The following tables set [removed: forth, as of December 31, 2014 and 2013, our rate-sensitive financing obligations,] [added: forth the] principal cash flows by scheduled maturity, weighted-average interest rates, and estimated fair value [added: of our debt obligations as of December 31, 2015 and 2014] ($000’s omitted).
| | As of December 31, [removed: 2013] [added: 2015] for the Years ending December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | [removed: 2014] [added: 2016] | | | | [removed: 2015] [added: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2017] [added: 2019] | | | | [removed: 2018] [added: 2020] | | | | Thereafter | | | | Total | | | | Fair Value | | |
We [added: generally] enter into one of the aforementioned derivative financial instruments upon accepting interest rate lock commitments.
Hypothetical changes in the fair values of our financial instruments arising from immediate parallel shifts in long-term mortgage rates [removed: of 50, 100, and 150 basis points] would not be material to our financial results due to the offsetting nature in the movements in fair value of our financial instruments.
See [Item 1A – Risk [removed: Factors](#s95D1567205F3DBAC3AB0673B0EC76560)] [added: Factors](#s8E6D6FC4B63956638CB7531E5EDF7786)] for a further discussion of these and other risks and uncertainties applicable to our businesses.
We are subject to market risk on our debt instruments primarily due to fluctuations in interest rates.
We utilize both fixed-rate and variable-rate debt.
For fixed-rate debt, changes in interest rates generally affect the fair value of the debt instrument but not our earnings or cash flows.
Conversely, for variable-rate debt, changes in interest rates generally do not affect the fair value of the debt instrument but could affect our earnings and cash flows.
Except in very limited circumstances, we do not have an obligation to prepay fixed-rate debt prior to maturity.
As a result, interest rate risk and changes in fair value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance or repurchase such debt.
| Fixed rate debt | $ | 487,485 | | | $ | 128,296 | | | $ | — | | | $ | 3,900 | | | $ | 3,900 | | | $ | 1,000,000 | | | $ | 1,623,581 | | | $ | 1,678,987 | |
| Average interest rate | 6.24 | | % | | 7.00 | | % | | — | | % | | 5.00 | | % | | 5.00 | | % | | 6.71 | | % | | 6.57 | | % | | | | |
| Variable rate debt (a) | $ | 267,877 | | | $ | 500,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 767,877 | | | $ | 767,877 | |
| Average interest rate | 2.65 | | % | | 1.42 | | % | | — | | % | | — | | % | | — | | % | | — | | % | | 1.85 | | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fixed rate debt | $ | 239,203 | | | $ | 488,610 | | | $ | 129,433 | | | $ | — | | | $ | 3,900 | | | $ | 1,003,900 | | | $ | 1,865,046 | | | $ | 1,975,029 | |
| Average interest rate | 5.22 | | % | | 6.24 | | % | | 7.44 | | % | | — | | % | | 5.00 | | % | | 6.71 | | % | | 6.44 | | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Variable rate debt (a) | $ | 140,241 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 140,241 | | | $ | 140,241 | |
| Average interest rate | 2.70 | | % | | — | | % | | — | | % | | — | | % | | — | | % | | — | | % | | 2.70 | | % | | | | |
(a) Includes the Pulte Mortgage Repurchase Agreement and the Term Loan.
Does not include our Revolving Credit Facility, under which there were no borrowings outstanding at either December 31, 2015 or 2014.
At December 31, 2015 and 2014, residential mortgage loans available-for-sale had an aggregate fair value of $442.7 million and $339.5 million, respectively.
At December 31, 2015 and 2014, we had aggregate interest rate lock commitments of $208.2 million and $146.1 million, respectively, which were originated at interest rates prevailing at the date of commitment.
Unexpired forward contracts totaled $525.0 million and $371.0 million at December 31, 2015 and 2014, respectively, and
whole loan investor commitments totaled $77.6 million and $63.5 million, respectively, at such dates.
We are subject to interest rate risk on our rate-sensitive financings to the extent long-term rates decline.
| Fixed interest rate debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Senior notes | $ | 237,994 | | | $ | 465,245 | | | $ | 123,000 | | | $ | — | | | $ | — | | | $ | 1,000,000 | | | $ | 1,826,239 | | | $ | 1,952,774 | |
| Average interest rate | 5.25 | | % | | 6.50 | | % | | 7.63 | | % | | — | | % | | — | | % | | 6.71 | | % | | 6.53 | | % | | | | |
| Senior notes | $ | — | | | $ | 333,647 | | | $ | 465,245 | | | $ | 123,000 | | | $ | — | | | $ | 1,150,000 | | | $ | 2,071,892 | | | $ | 2,070,744 | |
| Average interest rate | — | | % | | 5.24 | | % | | 6.50 | | % | | 7.63 | | % | | — | | % | | 6.80 | | % | | 6.53 | | % | | | | |
Cover and table of contents
70 rewritten, 20 added, 17 removed, 222 unchanged
For the fiscal year ended December 31, [removed: 2014][added: 2015]
The aggregate market value of the registrant’s voting stock held by nonaffiliates of the registrant as of June 30, [removed: 2014,] [added: 2015,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was [removed: $7,529,488,415.][added: $7,084,534,862.]
As of February [removed: 2, 2015,] [added: 1, 2016,] the registrant had [removed: 368,198,659] [added: 349,148,351] shares of common stock outstanding.
Applicable portions of the Proxy Statement for the [removed: 2015] [added: 2016] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.
| 1A | [Risk [removed: Factors](#s95D1567205F3DBAC3AB0673B0EC76560)] [added: Factors](#s8E6D6FC4B63956638CB7531E5EDF7786)] | [removed: [9](#s95D1567205F3DBAC3AB0673B0EC76560)] [added: [9](#s8E6D6FC4B63956638CB7531E5EDF7786)] |
| 1B | [Unresolved Staff [removed: Comments](#s0B646B003A4085D0770B673B0EF725C8)] [added: Comments](#s6BABC614F4505410AAD80BBF61BFD601)] | [removed: [15](#s0B646B003A4085D0770B673B0EF725C8)] [added: [14](#s6BABC614F4505410AAD80BBF61BFD601)] |
| 3 | [Legal [removed: Proceedings](#s96E2D876E2D31F072940673B0F641C53)] [added: Proceedings](#sE78F6A94ED605D499DD835251C28D7E0)] | [removed: [15](#s96E2D876E2D31F072940673B0F641C53)] [added: [14](#sE78F6A94ED605D499DD835251C28D7E0)] |
| 4 | [Mine Safety [removed: Disclosures](#s30D2319B83271C08D84A673B0F7287E0)] [added: Disclosures](#sFAD901D8DC6451E8A355EE6AEA3A7839)] | [removed: [15](#s30D2319B83271C08D84A673B0F7287E0)] [added: [14](#sFAD901D8DC6451E8A355EE6AEA3A7839)] |
| 4A | [Executive Officers of the [removed: Registrant](#s12339E61414E7EF8E18F673B0FAF38B9)] [added: Registrant](#s761FAD7C547E53D8A11E52862BC9814E)] | [removed: [16](#s12339E61414E7EF8E18F673B0FAF38B9)] [added: [15](#s761FAD7C547E53D8A11E52862BC9814E)] |
| 5 | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s8E1EEAC8BCE9A567835A673AF7C4E7FD)] [added: Securities](#s64B9C398FA5D5D3FBA3577C0B7619FD2)] | [removed: [17](#s8E1EEAC8BCE9A567835A673AF7C4E7FD)] [added: [16](#s64B9C398FA5D5D3FBA3577C0B7619FD2)] |
| 6 | [Selected Financial [removed: Data](#s6F4FE0201858B2D12DA8673B103E637D)] [added: Data](#sD9F58C8116BB59458DC00D9B1127E482)] | [removed: [19](#s6F4FE0201858B2D12DA8673B103E637D)] [added: [18](#sD9F58C8116BB59458DC00D9B1127E482)] |
| 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0629C1397930C79917DA673B1098DAD8)] [added: Operations](#s860085D649315917BFF354528EE59934)] | [removed: [21](#s0629C1397930C79917DA673B1098DAD8)] [added: [20](#s860085D649315917BFF354528EE59934)] |
| 7A | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s3BCC21D63F9A9D4BCAF2673B12FC697E)] [added: Risk](#sF720249FDACA59CD909593CCBA6AB504)] | [removed: [41](#s3BCC21D63F9A9D4BCAF2673B12FC697E)] [added: [40](#sF720249FDACA59CD909593CCBA6AB504)] |
| 8 | [Financial Statements and Supplementary [removed: Data](#s333887092E8B56EF6C03673B13239EAD)] [added: Data](#s92C5DD72494056768AC6DE58F060C426)] | [removed: [43](#s333887092E8B56EF6C03673B13239EAD)] [added: [42](#s92C5DD72494056768AC6DE58F060C426)] |
| 9 | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sD014810B30BE5789E5A4673B1995721F)] [added: Disclosure](#s72D7130CED7C5B02BA37367F06F7A608)] | [removed: [87](#sD014810B30BE5789E5A4673B1995721F)] [added: [86](#s72D7130CED7C5B02BA37367F06F7A608)] |
| 9A | [Controls and [removed: Procedures](#s38F80ECD746982786C64673B19A1502D)] [added: Procedures](#s4241999433E85B37BEC04FE23E4769A7)] | [removed: [87](#s38F80ECD746982786C64673B19A1502D)] [added: [86](#s4241999433E85B37BEC04FE23E4769A7)] |
| 9B | [Other [removed: Information](#s5B71E29B8A1874D992B5673B19CD30AF)] [added: Information](#s58CEA1347BCF59C1A202C5818ADA51CD)] | [removed: [89](#s5B71E29B8A1874D992B5673B19CD30AF)] [added: [87](#s58CEA1347BCF59C1A202C5818ADA51CD)] |
| | [Part [removed: III](#s9386CE0B77D657E8FB56673B19D861EA)] [added: III](#s8876C43BC57951099CDC026A5DD67BE7)] | |
| 10 | [Directors, Executive Officers and Corporate [removed: Governance](#sABF6202DED6701792A5C673B1A23447B)] [added: Governance](#s3E9102B8CA9755E9A73E1D458A2558E5)] | [removed: [89](#sABF6202DED6701792A5C673B1A23447B)] [added: [88](#s3E9102B8CA9755E9A73E1D458A2558E5)] |
| 11 | [Executive [removed: Compensation](#sD0F432C26DF9909A6B6D673B1A2F58EA)] [added: Compensation](#sFABBE17EA0C75DF581B051524443B57A)] | [removed: [89](#sD0F432C26DF9909A6B6D673B1A2F58EA)] [added: [88](#sFABBE17EA0C75DF581B051524443B57A)] |
| 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s64611CC34729E41BB189673B1A76D9F6)] [added: Matters](#sCF30189A403951D3B2911984D9A1904A)] | [removed: [89](#s64611CC34729E41BB189673B1A76D9F6)] [added: [88](#sCF30189A403951D3B2911984D9A1904A)] |
| 13 | [Certain Relationships and Related Transactions and Director [removed: Independence](#s1A1D5E25ABECEA304524673B1A7D15E5)] [added: Independence](#s6A4A471C5E535AE78D0B79B17741CB7E)] | [removed: [89](#s1A1D5E25ABECEA304524673B1A7D15E5)] [added: [88](#s6A4A471C5E535AE78D0B79B17741CB7E)] |
| 14 | [Principal Accountant Fees and [removed: Services](#s9C814CC4E3CFAC09B4DD673B1AC978B1)] [added: Services](#s4E6BFC3EB43C50BAA8A4B666C435F282)] | [removed: [89](#s9C814CC4E3CFAC09B4DD673B1AC978B1)] [added: [88](#s4E6BFC3EB43C50BAA8A4B666C435F282)] |
| 15 | [Exhibits and Financial Statement [removed: Schedules](#sFB6DE6D30918649DCF43673B1B1D3DD0)] [added: Schedules](#sB7101F0D0541511080F1D67A7EB903C1)] | [removed: [90](#sFB6DE6D30918649DCF43673B1B1D3DD0)] [added: [89](#sB7101F0D0541511080F1D67A7EB903C1)] |
Homebuilding offers a broad product line to meet the needs of [removed: home buyers] [added: homebuyers] in our targeted markets.
Through our brands, which include Pulte Homes, Del Webb, and Centex, we offer a wide variety of home designs, including single-family detached, townhouses, condominiums, and duplexes at different prices and with varying levels of options and amenities to our major customer groups: [removed: entry-level,] [added: first-time,] move-up, and active adult.
Over our history, we have delivered over [removed: 640,000] [added: 655,000] homes.
As of December 31, [removed: 2014,] [added: 2015,] we conducted our operations in [removed: 49] [added: 50] markets located throughout 26 states.
| [removed: North:] [added: Midwest:] | | Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, [removed: Northern California, Ohio, Washington] [added: Ohio] |
| [removed: Southwest:] [added: West:] | | Arizona, [added: California,] Nevada, New Mexico, [removed: Southern California] [added: Washington] |
Financial information for each of our reportable business segments is included in [Note [removed: 4](#sA04C0AFE2BA2122FF3AE673AF3BEB00A)] [added: 4](#s53251952882B5D47B1E48C439FC03D03)] to our Consolidated Financial Statements.
| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |
| Home sale revenues | $ | [removed: 5,662,171] [added: 5,792,675] | | | $ | [removed: 5,424,309] [added: 5,662,171] | | | $ | [removed: 4,552,412] [added: 5,424,309] | | | $ | [removed: 3,950,743] [added: 4,552,412] | | | $ | [removed: 4,419,812] [added: 3,950,743] | |
| Home closings | [removed: 17,196] [added: 17,127] | | | | [removed: 17,766] [added: 17,196] | | | | [removed: 16,505] [added: 17,766] | | | | [removed: 15,275] [added: 16,505] | | | | [removed: 17,095] [added: 15,275] | | |
This trend continued in [removed: 2014] [added: 2015] as new home sales in the U.S. rose [removed: 2%] [added: 15%] to approximately [removed: 435,000] [added: 501,000] homes, an approximate [removed: 42%] [added: 64%] increase from 2011.
Although current industry volume remains low compared with historical levels, the improved environment and the actions we have taken contributed to our return to profitability in 2012 and significant increases in our [removed: profitability] [added: income before income taxes each year] in [added: the period] 2013 [removed: and 2014.][added: - 2015.]
| • | [removed: More effectively] [added: Effectively] allocating the capital we invest in our business using a risk-based portfolio approach; |
| • | Enhancing revenues by: establishing clear product offerings for each of our brands based on systematic, consumer-driven input, optimizing our pricing through the [removed: expanded] use of options and lot premiums, and [removed: lessening] [added: limiting] our reliance on speculative home sales; |
Our Homebuilding operations are geographically diverse within the U.S. As of December 31, [removed: 2014,] [added: 2015,] we had [removed: 598] [added: 620] active [removed: communities.][added: communities spanning 50 markets across 26 states.]
Sales prices of unit closings during [removed: 2014] [added: 2015] ranged from less than $100,000 to greater than $1,500,000, with [removed: 84%] [added: 85%] falling within the range of $150,000 to $500,000.
10-K 1 a201510-k.htm 10-K PHM 2015
\[ \]
| | [Part I](#s4485934ECCEE596BBB954A3338EF6BDB) | |
| 1 | [Business](#s490CD893A13B56989EEC34377DF6A05A) | [3](#s490CD893A13B56989EEC34377DF6A05A) |
| 2 | [Properties](#sB3A366AA87BF5CBF8C4CEF9DF0218B84) | [14](#sB3A366AA87BF5CBF8C4CEF9DF0218B84) |
| | [Part II](#sF43CC1971DFD50CC82E2BA0955A85113) | |
| | [Part IV](#sB16E1C6D58695E2FB5D5151CF7F830C5) | |
| | [Signatures](#s3B9857E1B1645F5A95F84F518FC4336A) | [92](#s3B9857E1B1645F5A95F84F518FC4336A) |
| • | Maximizing our inventory turns while maintaining an adequate supply of house and land inventory; |
The increase in the percentage of single-family detached homes can be attributed to a shift in our business toward the move-up buyer, who tends to prefer detached homes.
| | First-Time | Move-Up | Active Adult |
| 2015 | 32% | 37% | 31% |
| 2011 | 40% | 29% | 31% |
As illustrated in the above table, our sales mix has shifted toward the move-up buyer in recent years.
This has occurred primarily due to financial challenges facing the first-time buyer, including a recovering U.S. economy, the overhang of consumer debt, especially student loans related to higher education, and a more restrictive mortgage lending environment.
In addition, our websites, www.pulte.com,
We are improving our product offerings and production processes through the following programs:
| • | Improving our usage of Pulte Construction Standards, a proprietary system of internally required construction practices, through development of new or revised standards, training of our field leadership and construction personnel, communication with our suppliers, and auditing our compliance; and |
| | |
| --- | --- |
10-K 1 a201410-k.htm 10-K
\[\]
| | [Part I](#sF31FD762B4F1E2CB81A6673B0E26A6F7) | |
| 1 | [Business](#s862DFFC4270A2C8C3AF2673B0E6A25C1) | [3](#s862DFFC4270A2C8C3AF2673B0E6A25C1) |
| 2 | [Properties](#s3C2C435E4DEA0014F81F673B0F194554) | [15](#s3C2C435E4DEA0014F81F673B0F194554) |
| | [Part II](#sB210A7C9A96035EC7F71673B0FC07C9B) | |
| | [Part IV](#s4C595700B7C6D02B25EB673B1AD641FF) | |
| | [Signatures](#sB703764F4F773FAD9A78673B1B597405) | [94](#sB703764F4F773FAD9A78673B1B597405) |
| • | Improving our inventory turns; |
The increase in the percentage of single-family detached homes can be attributed to a weakened demand for townhouses, condominiums, and other attached housing.
| | Centex | Pulte Homes | Del Webb |
| Targeted consumer group | Entry-level buyers | Move-up buyers | Active adults |
Our Del Webb brand offers both destination communities and “in place” communities, for those buyers who prefer to remain in their current geographic area.
Historically, our overall losses related to this risk were not significant.
Beginning in 2009, however, we experienced a significant increase in losses as a result of the high level of loan defaults and related losses in the mortgage industry and increasing aggressiveness by investors in presenting such claims to us.
To date, the significant majority of these losses relates to loans originated in 2006 and 2007, during which period inherently riskier loan products became more common in the mortgage origination market.
Given the volatility in the mortgage industry and the uncertainty regarding the ultimate resolution of these claims, actual costs could differ from our current estimates.
An excerpt. Shown here: 40 of 70 rewritten, all 20 added and all 17 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2015 filing and the FY2014 filing.
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
9 rewritten, 0 added, 0 removed, 22 unchanged
| Richard J. Dugas, Jr. | | [removed: 49] [added: 50] | | Chairman, President and Chief Executive Officer | | 2002 |
| Robert T. O'Shaughnessy | | [removed: 49] [added: 50] | | Executive Vice President and Chief Financial Officer | | 2011 |
| James R. Ellinghausen | | [removed: 56] [added: 57] | | Executive Vice President, Human Resources | | 2005 |
| Harmon D. Smith | | [removed: 51] [added: 52] | | Executive Vice President, Field Operations | | 2011 |
| Ryan R. Marshall | | [removed: 40] [added: 41] | | Executive Vice President, Homebuilding Operations | | 2012 |
| Steven M. Cook | | [removed: 56] [added: 57] | | [removed: Senior] [added: Executive] Vice President, [removed: General Counsel] [added: Chief Legal Officer] and [added: Corporate] Secretary | | 2006 |
| James L. Ossowski | | [removed: 46] [added: 47] | | Vice President, Finance and Controller | | 2013 |
Mr. Cook was appointed [removed: Senior] [added: Executive] Vice President, [removed: General Counsel] [added: Chief Legal Officer] and [added: Corporate] Secretary in [removed: December 2008] [added: September 2015] and previously held the [removed: position] [added: positions] of [added: Senior] Vice President, General Counsel and Secretary since [added: December 2008 and Vice President, General Counsel and Secretary since] February 2006.
Since 2002, Mr. Ossowski has held various finance positions of increasing responsibility with [removed: the Company.][added: our company.]
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
14 rewritten, 6 added, 6 removed, 22 unchanged
| | December 31, [removed: 2014] [added: 2015] | | | | | | | | | | | | December 31, [removed: 2013] [added: 2014] | | | | | | | | | | |
| 1st Quarter | $ | [removed: 21.65] [added: 23.24] | | | $ | [removed: 18.21] [added: 20.56] | | | $ | [removed: 0.05] [added: 0.08] | | | $ | [removed: 21.97] [added: 21.65] | | | $ | [removed: 17.98] [added: 18.21] | | | $ | [removed: —] [added: 0.05] | |
| 2nd Quarter | [removed: 20.47] [added: 22.78] | | | | [removed: 18.01] [added: 18.85] | | | | [removed: 0.05] [added: 0.08] | | | | [removed: 24.47] [added: 20.47] | | | | [removed: 17.46] [added: 18.01] | | | | [removed: —] [added: 0.05] | | |
| 3rd Quarter | [removed: 20.64] [added: 22.02] | | | | [removed: 17.47] [added: 18.72] | | | | [removed: 0.05] [added: 0.08] | | | | [removed: 20.57] [added: 20.64] | | | | [removed: 14.23] [added: 17.47] | | | | [removed: 0.10] [added: 0.05] | | |
| 4th Quarter | [removed: 22.03] [added: 20.21] | | | | [removed: 16.56] [added: 17.18] | | | | [removed: 0.08] [added: 0.09] | | | | [removed: 20.49] [added: 22.03] | | | | [removed: 15.28] [added: 16.56] | | | | [removed: 0.05] [added: 0.08] | | |
At February [removed: 2, 2015,] [added: 1, 2016,] there were [removed: 2,717] [added: 2,617] shareholders of record.
| (1) | [removed: In July 2013, our] [added: The] Board of Directors [removed: authorized a] [added: approved] share repurchase [removed: program] [added: authorizations] totaling [removed: $250 million. We have fully utilized the July 2013 authorization] [added: $750.0 million] and [removed: will no longer conduct share repurchases under this program. In] [added: $300.0 million in] October [removed: 2014, the Board of Directors approved a share repurchase authorization totaling $750 million,] [added: 2014 and December 2015, respectively,] of which [removed: $738.5] [added: $604.8] million remained available as of December 31, [removed: 2014.] [added: 2015.] There [removed: is] [added: are] no expiration [removed: date] [added: dates] for [removed: this program.] [added: these programs.] During [removed: 2014,] [added: 2015,] we repurchased [removed: 12.9] [added: 21.2] million shares under these programs. |
The information required by this item with respect to equity compensation plans is set forth under [Item [removed: 12](#s64611CC34729E41BB189673B1A76D9F6)] [added: 12](#sCF30189A403951D3B2911984D9A1904A)] 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: 2010,] 2011, 2012, 2013, [added: 2014,] and [removed: 2014] [added: 2015] (a) the yearly cumulative total shareholder return (i.e., the change in share price plus the cumulative amount of dividends, assuming dividend reinvestment, divided by the initial share price, expressed as a percentage) on PulteGroup’s common shares, with (b) the cumulative total return of the Standard & Poor’s 500 Stock Index, and with (c) the Dow Jones U.S. Select Home Construction Index.
Fiscal Year Ended December 31, [removed: 2014][added: 2015]
[removed: ][added: ]
| | | [removed: 2009 | | |] 2010 | | | 2011 | | | 2012 | | | 2013 | | | 2014 | | [added: | 2015 | |]
| Dow Jones U.S. Select Home Construction Index | | 100.00 | | | [removed: 111.03] [added: 91.50] | | | [removed: 95.67] [added: 164.40] | | | [removed: 194.40] [added: 194.66] | | | [removed: 215.76] [added: 204.68] | | | [removed: 202.92] [added: 215.83] | |
* Assumes $100 invested on December 31, [removed: 2009,] [added: 2010,] and the reinvestment of dividends.
| October 1, 2015 to October 31, 2015 | — | | | $ | — | | | — | | | $ | 304,765 | | (1) |
| November 1, 2015 to November 30, 2015 | — | | | — | | | | — | | | $ | 304,765 | | (1) |
| December 1, 2015 to December 31, 2015 | — | | | — | | | | — | | | $ | 604,765 | | (1) |
| Total | — | | | $ | — | | | — | | | | | | |
| PULTEGROUP, INC. | | 100.00 | | | 83.91 | | | 241.49 | | | 272.87 | | | 290.55 | | | 245.74 | |
| S&P 500 Index - Total Return | | 100.00 | | | 102.11 | | | 118.45 | | | 156.82 | | | 178.28 | | | 180.75 | |
| October 1, 2014 to October 31, 2014 | 3,010,175 | | | $ | 17.30 | | | 3,010,175 | | | $ | 784,290 | | (1) |
| November 1, 2014 to November 30, 2014 | 725,088 | | | 21.07 | | | | 725,088 | | | $ | 769,010 | | (1) |
| December 1, 2014 to December 31, 2014 | 1,449,647 | | | 21.08 | | | | 1,449,647 | | | $ | 738,456 | | (1) |
| Total | 5,184,910 | | | $ | 18.89 | | | 5,184,910 | | | | | | |
| PULTEGROUP, INC. | | 100.00 | | | 75.20 | | | 63.10 | | | 181.60 | | | 205.20 | | | 218.50 | |
| S&P 500 Index - Total Return | | 100.00 | | | 115.06 | | | 117.49 | | | 136.30 | | | 180.44 | | | 205.14 | |
Item 6. SELECTED FINANCIAL DATA
27 rewritten, 2 added, 0 removed, 29 unchanged
| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |
| Revenues | $ | [removed: 5,696,725] [added: 5,841,211] | | | $ | [removed: 5,538,644] [added: 5,696,725] | | | $ | [removed: 4,659,110] [added: 5,538,644] | | | $ | [removed: 4,033,596] [added: 4,659,110] | | | $ | [removed: 4,447,627] [added: 4,033,596] | |
| Income (loss) before income taxes | $ | [removed: 635,177] [added: 757,317] | | | $ | [removed: 479,113] [added: 635,177] | | | $ | [removed: 157,991] [added: 479,113] | | | $ | [removed: (275,830] [added: 157,991] | [removed: )] | | $ | [removed: (1,240,155] [added: (275,830] | ) |
| Revenues | $ | [removed: 125,638] [added: 140,753] | | | $ | [removed: 140,951] [added: 125,638] | | | $ | [removed: 160,888] [added: 140,951] | | | $ | [removed: 103,094] [added: 160,888] | | | $ | [removed: 121,663] [added: 103,094] | |
| Income (loss) before income taxes | $ | [removed: 54,581] [added: 58,706] | | | $ | [removed: 48,709] [added: 54,581] | | | $ | [removed: 25,563] [added: 48,709] | | | $ | [removed: (34,470] [added: 25,563] | [removed: )] | | $ | [removed: 5,609] [added: (34,470] | [added: )] |
| Revenues | $ | [removed: 5,822,363] [added: 5,981,964] | | | $ | [removed: 5,679,595] [added: 5,822,363] | | | $ | [removed: 4,819,998] [added: 5,679,595] | | | $ | [removed: 4,136,690] [added: 4,819,998] | | | $ | [removed: 4,569,290] [added: 4,136,690] | |
| Income (loss) before income taxes | $ | [removed: 689,758] [added: 816,023] | | | $ | [removed: 527,822] [added: 689,758] | | | $ | [removed: 183,554] [added: 527,822] | | | $ | [removed: (310,300] [added: 183,554] | [removed: )] | | $ | [removed: (1,234,546] [added: (310,300] | ) |
| Income tax expense (benefit) | [removed: 215,420] [added: 321,933] | | | | [removed: (2,092,294] [added: 215,420] | | [removed: )] | | [removed: (22,591] [added: (2,092,294] | | ) | | [removed: (99,912] [added: (22,591] | | ) | | [removed: (137,817] [added: (99,912] | | ) |
| Net income (loss) | $ | [removed: 474,338] [added: 494,090] | | | $ | [removed: 2,620,116] [added: 474,338] | | | $ | [removed: 206,145] [added: 2,620,116] | | | $ | [removed: (210,388] [added: 206,145] | [removed: )] | | $ | [removed: (1,096,729] [added: (210,388] | ) |
| Basic | $ | [removed: 1.27] [added: 1.38] | | | $ | [removed: 6.79] [added: 1.27] | | | $ | [removed: 0.54] [added: 6.79] | | | $ | [removed: (0.55] [added: 0.54] | [removed: )] | | $ | [removed: (2.90] [added: (0.55] | ) |
| Diluted | $ | [removed: 1.26] [added: 1.36] | | | $ | [removed: 6.72] [added: 1.26] | | | $ | [removed: 0.54] [added: 6.72] | | | $ | [removed: (0.55] [added: 0.54] | [removed: )] | | $ | [removed: (2.90] [added: (0.55] | ) |
| Basic | [removed: 370,377] [added: 356,576] | | | | [removed: 383,077] [added: 370,377] | | | | [removed: 381,562] [added: 383,077] | | | | [removed: 379,877] [added: 381,562] | | | | [removed: 378,585] [added: 379,877] | | |
| Effect of dilutive securities | [removed: 3,725] [added: 3,217] | | | | [removed: 3,789] [added: 3,725] | | | | [removed: 3,002] [added: 3,789] | | | | [removed: —] [added: 3,002] | | | | — | | |
| Diluted | [removed: 374,102] [added: 359,793] | | | | [removed: 386,866] [added: 374,102] | | | | [removed: 384,564] [added: 386,866] | | | | [removed: 379,877] [added: 384,564] | | | | [removed: 378,585] [added: 379,877] | | |
| Shareholders’ equity | $ | [removed: 13.01] [added: 13.63] | | | $ | [removed: 12.19] [added: 13.01] | | | $ | [removed: 5.66] [added: 12.19] | | | $ | [removed: 5.07] [added: 5.66] | | | $ | [removed: 5.59] [added: 5.07] | |
| Cash dividends declared | $ | [removed: 0.23] [added: 0.33] | | | $ | [removed: 0.15] [added: 0.23] | | | $ | [removed: —] [added: 0.15] | | | $ | — | | | $ | — | |
| House and land inventory | $ | [removed: 4,392,100] [added: 5,450,058] | | | $ | [removed: 3,978,561] [added: 4,392,100] | | | $ | [removed: 4,214,046] [added: 3,978,561] | | | $ | [removed: 4,636,468] [added: 4,214,046] | | | $ | [removed: 4,781,813] [added: 4,636,468] | |
| Total assets | [removed: 8,569,410] [added: 8,967,160] | | | | [removed: 8,734,143] [added: 8,569,410] | | | | [removed: 6,734,409] [added: 8,734,143] | | | | [removed: 6,885,620] [added: 6,734,409] | | | | [removed: 7,699,376] [added: 6,885,620] | | |
| Senior notes [added: and term loan] | [removed: 1,818,561] [added: 2,084,769] | | | | [removed: 2,058,168] [added: 1,818,561] | | | | [removed: 2,509,613] [added: 2,058,168] | | | | [removed: 3,088,344] [added: 2,509,613] | | | | [removed: 3,391,668] [added: 3,088,344] | | |
| Shareholders’ equity | [removed: 4,804,954] [added: 4,759,325] | | | | [removed: 4,648,952] [added: 4,804,954] | | | | [removed: 2,189,616] [added: 4,648,952] | | | | [removed: 1,938,615] [added: 2,189,616] | | | | [removed: 2,135,167] [added: 1,938,615] | | |
| Markets, at year-end | [removed: 49] [added: 50] | | | | [removed: 48] [added: 49] | | | | [removed: 58] [added: 48] | | | | [removed: 61] [added: 58] | | | | [removed: 67] [added: 61] | | |
| Active communities, at year-end | [removed: 598] [added: 620] | | | | [removed: 577] [added: 598] | | | | [removed: 670] [added: 577] | | | | [removed: 700] [added: 670] | | | | [removed: 786] [added: 700] | | |
| Closings (units) | [removed: 17,196] [added: 17,127] | | | | [removed: 17,766] [added: 17,196] | | | | [removed: 16,505] [added: 17,766] | | | | [removed: 15,275] [added: 16,505] | | | | [removed: 17,095] [added: 15,275] | | |
| Net new orders (units) | [removed: 16,652] [added: 18,008] | | | | [removed: 17,080] [added: 16,652] | | | | [removed: 19,039] [added: 17,080] | | | | [removed: 15,215] [added: 19,039] | | | | [removed: 15,148] [added: 15,215] | | |
| Backlog (units), at year-end | [removed: 5,850] [added: 6,731] | | | | [removed: 5,772] [added: 5,850] | | | | [removed: 6,458] [added: 5,772] | | | | [removed: 3,924] [added: 6,458] | | | | [removed: 3,984] [added: 3,924] | | |
| Average selling price (per unit) | $ | [removed: 329,000] [added: 338,000] | | | $ | [removed: 305,000] [added: 329,000] | | | $ | [removed: 276,000] [added: 305,000] | | | $ | [removed: 259,000] [added: 276,000] | | | $ | 259,000 | |
| Gross margin from home sales (a) | 23.3 | | % | | [removed: 20.5] [added: 23.3] | | % | | [removed: 15.8] [added: 20.5] | | % | | [removed: 12.8] [added: 15.8] | | % | | [removed: 9.4] [added: 12.8] | | % |
| | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | |
| | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
449 rewritten, 242 added, 209 removed, 889 unchanged
December 31, [removed: 2014] [added: 2015] and [removed: 2013][added: 2014]
| | [added: 2015 | | | |] 2014 | | | | 2013 | | |
| Cash and equivalents [removed: | $] [added: at beginning of period] | 1,292,862 | | | [removed: $] | 1,580,329 | | [added: | | 1,404,760 | | |]
| Restricted cash | [removed: 16,358] [added: 21,274] | | | | [removed: 72,715] [added: 16,358] | | |
| House and land inventory | [removed: 4,392,100] [added: 5,450,058] | | | | [removed: 3,978,561] [added: 4,392,100] | | |
| Land held for sale | [removed: 101,190] [added: 81,492] | | | | [removed: 61,735] [added: 101,190] | | |
| Residential mortgage loans available-for-sale | [removed: 339,531] [added: 442,715] | | | | [removed: 287,933] [added: 339,531] | | |
| Investments in unconsolidated entities | [removed: 40,368] [added: 41,267] | | | | [removed: 45,323] [added: 40,368] | | |
| Intangible assets | [removed: 123,115] [added: 110,215] | | | | [removed: 136,148] [added: 123,115] | | |
| Deferred tax assets, net | [removed: 1,720,668] [added: 1,394,879] | | | | [removed: 2,086,754] [added: 1,720,668] | | |
| Accounts payable, including book overdrafts of [removed: $32,586] [added: $60,547] and [removed: $35,827] [added: $32,586] in [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively | $ | [removed: 270,516] [added: 327,725] | | | $ | [removed: 202,736] [added: 270,516] | |
| Customer deposits | [removed: 142,642] [added: 186,141] | | | | [removed: 134,858] [added: 142,642] | | |
| Accrued and other liabilities | [removed: 1,343,774] [added: 1,284,273] | | | | [removed: 1,377,750] [added: 1,343,774] | | |
| Income tax liabilities | [removed: 48,722] [added: 57,050] | | | | [removed: 206,015] [added: 48,722] | | |
| Financial Services debt | [removed: 140,241] [added: 267,877] | | | | [removed: 105,664] [added: 140,241] | | |
| Senior notes | [removed: 1,818,561] [added: 1,584,769] | | | | [removed: 2,058,168] [added: 1,818,561] | | |
| Total liabilities | [removed: 3,764,456] [added: 4,207,835] | | | | [removed: 4,085,191] [added: 3,764,456] | | |
| Common stock, $0.01 par value; 500,000,000 shares authorized, [removed: 369,458,530] [added: 349,148,351] and [removed: 381,299,600] [added: 369,458,530] shares issued and outstanding at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively | [removed: 3,695] [added: 3,491] | | | | [removed: 3,813] [added: 3,695] | | |
| Additional paid-in capital | [removed: 3,072,996] [added: 3,093,802] | | | | [removed: 3,052,016] [added: 3,072,996] | | |
| Accumulated other comprehensive loss | [removed: (690] [added: (609] | | ) | | [removed: (795] [added: (690] | | ) |
| Retained earnings | [removed: 1,728,953] [added: 1,662,641] | | | | [removed: 1,593,918] [added: 1,728,953] | | |
| Total shareholders’ equity | [removed: 4,804,954] [added: 4,759,325] | | | | [removed: 4,648,952] [added: 4,804,954] | | |
For the years ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012][added: 2013]
| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |
| Home sale revenues | $ | [removed: 5,662,171] [added: 5,792,675] | | | $ | [removed: 5,424,309] [added: 5,662,171] | | | $ | [removed: 4,552,412] [added: 5,424,309] | |
| Land sale revenues | [removed: 34,554] [added: 48,536] | | | | [removed: 114,335] [added: 34,554] | | | | [removed: 106,698] [added: 114,335] | | |
| | [removed: 5,696,725] [added: 5,841,211] | | | | [removed: 5,538,644] [added: 5,696,725] | | | | [removed: 4,659,110] [added: 5,538,644] | | |
| Financial Services | [removed: 125,638] [added: 140,753] | | | | [removed: 140,951] [added: 125,638] | | | | [removed: 160,888] [added: 140,951] | | |
| Total revenues | [removed: 5,822,363] [added: 5,981,964] | | | | [removed: 5,679,595] [added: 5,822,363] | | | | [removed: 4,819,998] [added: 5,679,595] | | |
| Home sale cost of revenues | [removed: 4,343,249] [added: 4,440,893] | | | | [removed: 4,310,528] [added: 4,343,249] | | | | [removed: 3,833,451] [added: 4,310,528] | | |
| Land sale cost of revenues | [removed: 23,748] [added: 35,858] | | | | [removed: 104,426] [added: 23,748] | | | | [removed: 94,880] [added: 104,426] | | |
| | [removed: 4,366,997] [added: 4,476,751] | | | | [removed: 4,414,954] [added: 4,366,997] | | | | [removed: 3,928,331] [added: 4,414,954] | | |
| Selling, general, and administrative expenses | [removed: 667,815] [added: 589,780] | | | | [removed: 568,500] [added: 667,815] | | | | [removed: 514,457] [added: 568,500] | | |
| Interest income | [removed: (4,632] [added: (3,107] | | ) | | [removed: (4,395] [added: (4,632] | | ) | | [removed: (4,913] [added: (4,395] | | ) |
| Interest expense | [removed: 849] [added: 788] | | | | [removed: 712] [added: 849] | | | | [removed: 819] [added: 712] | | |
| Income before income taxes | [removed: 689,758] [added: 816,023] | | | | [removed: 527,822] [added: 689,758] | | | | [removed: 183,554] [added: 527,822] | | |
| Income tax expense (benefit) | [removed: 215,420] [added: 321,933] | | | | [removed: (2,092,294] [added: 215,420] | | [removed: )] | | [removed: (22,591] [added: (2,092,294] | | ) |
| Net income | $ | [removed: 474,338] [added: 494,090] | | | $ | [removed: 2,620,116] [added: 474,338] | | | $ | [removed: 206,145] [added: 2,620,116] | |
| Basic | $ | [removed: 1.27] [added: 1.38] | | | $ | [removed: 6.79] [added: 1.27] | | | $ | [removed: 0.54] [added: 6.79] | |
| Diluted | $ | [removed: 1.26] [added: 1.36] | | | $ | [removed: 6.72] [added: 1.26] | | | $ | [removed: 0.54] [added: 6.72] | |
| | 2015 | | | | 2014 | | |
| Cash and equivalents | $ | 754,161 | | | $ | 1,292,862 | |
| Other assets | 671,099 | | | | 543,218 | | |
| | $ | 8,967,160 | | | $ | 8,569,410 | |
| Term loan | 500,000 | | | | — | | |
| | $ | 8,967,160 | | | $ | 8,569,410 | |
| Financial Services expenses | 82,047 | | | | 71,057 | | | | 92,242 | | |
| Other expense, net | 17,363 | | | | 26,736 | | | | 76,077 | | |
For the years ended December 31, 2015, 2014, and 2013
| Net income | $ | 494,090 | | | $ | 474,338 | | | $ | 2,620,116 | |
For the years ended December 31, 2015, 2014, and 2013
| Share issuances, net of cancellations | (43 | ) | | — | | | | — | | | | — | | | | — | | | | — | | |
| Share issuances, net of cancellations | 428 | | | 4 | | | | 7,420 | | | | — | | | | | | | | 7,424 | | |
| Dividends declared | — | | | — | | | | 8 | | | | — | | | | (117,881 | | ) | | (117,873 | | ) |
| Share repurchases | (21,642 | ) | | (217 | | ) | | — | | | | — | | | | (442,521 | | ) | | (442,738 | | ) |
| Excess tax benefits (deficiencies) from share-based compensation | — | | | — | | | | (14,035 | | ) | | — | | | | — | | | | (14,035 | | ) |
| Net income | — | | | — | | | | — | | | | — | | | | 494,090 | | | | 494,090 | | |
| Shareholders' Equity, December 31, 2015 | 349,149 | | | $ | 3,491 | | | $ | 3,093,802 | | | $ | (609 | ) | | $ | 1,662,641 | | | $ | 4,759,325 | |
For the years ended December 31, 2015, 2014, and 2013
| Net income | $ | 494,090 | | | $ | 474,338 | | | $ | 2,620,116 | |
| Other, net | 5,605 | | | | 6,091 | | | | 10,294 | | |
| Other investing activities, net | 2,212 | | | | 8,261 | | | | (661 | | ) |
| Proceeds from debt issuance | 500,000 | | | | — | | | | — | | |
| Borrowings under revolving credit facility | 125,000 | | | | — | | | | — | | |
| Repayments under revolving credit facility | (125,000 | | ) | | — | | | | — | | |
Business acquisitions
We acquired substantially all of the assets of JW Homes, including the brand John Wieland Homes and Neighborhoods, in a series of transactions in January 2016 for approximately $430.0 million in cash (of which approximately $13.0 million is expected to be paid subsequent to January 2016) and the assumption of certain payables related to such assets.
The net assets acquired were located primarily in Atlanta, Charleston, Charlotte, Nashville, and Raleigh and included approximately 7,000 lots, including approximately 400 homes in inventory and control of approximately 1,300 lots through land option contracts.
We also assumed a sales order backlog of approximately 300 homes.
The acquired net assets will be recorded at their estimated fair values.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation.
| Equity in (earnings) loss of unconsolidated entities ([Note 5](#sAF67DF95FE365C1CB88CF64F01AD6704)) | (7,355 | | ) | | (8,226 | | ) | | (993 | | ) |
| | $ | 17,363 | | | $ | 26,736 | | | $ | 76,077 | |
| Net income | $ | 494,090 | | | $ | 474,338 | | | $ | 2,620,116 | |
| Basic | $ | 1.38 | | | $ | 1.27 | | | $ | 6.79 | |
| Diluted | $ | 1.36 | | | $ | 1.26 | | | $ | 6.72 | |
Inventory and cost of revenues
transactions, where available, and discounted cash flow models.
See [Note 3](#s82ABC8D6A8305DF7ADA6ABB1061F0C0A).
| Land, not owned, under option agreements | 30,186 | | | | 24,024 | | |
| Other assets | 513,032 | | | | 460,621 | | |
| | $ | 8,569,410 | | | $ | 8,734,143 | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Financial Services expenses | 71,239 | | | | 92,379 | | | | 135,511 | | |
| Other expense, net | 38,745 | | | | 80,753 | | | | 66,298 | | |
| Equity in earnings of unconsolidated entities | (8,408 | | ) | | (1,130 | | ) | | (4,059 | | ) |
| Shareholders' Equity, January 1, 2012 | 382,608 | | | $ | 3,826 | | | $ | 2,986,240 | | | $ | (1,306 | ) | | $ | (1,050,145 | ) | | $ | 1,938,615 | |
| Stock awards, net of cancellations | 1,228 | | | 12 | | | | (12 | | ) | | — | | | | — | | | | — | | |
| Stock repurchases | (105 | ) | | (1 | | ) | | (813 | | ) | | — | | | | (147 | | ) | | (961 | | ) |
| Net income | — | | | — | | | | — | | | | — | | | | 206,145 | | | | 206,145 | | |
| Stock awards, net of cancellations | (43 | ) | | — | | | | — | | | | — | | | | — | | | | — | | |
| Distributions of earnings from unconsolidated entities | 4,932 | | | | 2,049 | | | | 7,488 | | |
| Other non-cash, net | 9,567 | | | | 9,375 | | | | 10,356 | | |
| Distributions from unconsolidated entities | 8,157 | | | | 1,001 | | | | 3,029 | | |
| Investments in unconsolidated entities | (9 | | ) | | (1,677 | | ) | | (16,456 | | ) |
| Proceeds from the sale of property and equipment | 113 | | | | 15 | | | | 7,586 | | |
| Cash and equivalents at beginning of period | 1,580,329 | | | | 1,404,760 | | | | 1,083,071 | | |
Business acquisition
We maintain certain cash balances that are restricted as to their use.
| | $ | 38,745 | | | $ | 80,753 | | | $ | 66,298 | |
Inventory
This accrual is reviewed for accuracy based on actual payments made after closing compared with the amount accrued, and adjustments are made if needed.
value of the community.
We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development.
Separately, certain land option agreements represent financing arrangements due to the remaining purchase price under the land option agreements, in the event we exercise the purchase rights under the agreements, even though we generally have no obligation to pay these future amounts.
As a result, we recorded $30.2 million and $24.0 million at December 31, 2014 and December 31, 2013, respectively, to land, not owned, under option agreements with a corresponding increase to accrued and other liabilities.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | $ | 127,280 | | | $ | 1,890,585 | | | $ | 30,186 | | | $ | 91,034 | | | $ | 1,390,286 | | | $ | 24,024 | |
| | $ | 4,423 | | | $ | 4,337 | | | $ | 8,191 | | | $ | 607 | |
In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-04, “Receivables - Troubled Debt Restructurings by Creditors,” which clarifies when an in substance repossession or foreclosure of residential real estate property collateralizing a consumer mortgage loan has occurred.
By doing so, this guidance helps determine when the creditor should derecognize the loan receivable and recognize the real estate property.
In June 2014, the FASB issued Accounting Standards Update No. 2014-11, "Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures” ("ASU 2014-11"), which makes limited amendments to ASC 860, "Transfers and Servicing." The ASU requires entities to account for repurchase-to-maturity transactions as secured borrowings, eliminates accounting guidance on linked repurchase financing transactions, and expands disclosure requirements related to certain transfers of financial assets.
ASU 2014-11 is effective for us for fiscal periods beginning January 1, 2015 and interim periods beginning April 1, 2015 and is not expected to have a material impact on our consolidated financial position, results of operations, or cash flows.
We have also incurred costs at the new location related to the recruitment and onboarding of new employees and certain redundant operating costs, the amount of which has not been material.
| | $ | 4,392,100 | | | $ | 3,978,561 | |
| (a) | Interest expensed to Home sale cost of revenues for 2014, 2013, and 2012 included $1.3 million, $2.9 million, and $6.5 million, respectively, of capitalized interest write-offs resulting from land-related charges and sales. |
| North | 1,436,500 | | | | 1,232,814 | | | | 1,022,633 | | |
An excerpt. Shown here: 40 of 449 rewritten, 40 of 242 added and 40 of 209 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2015 filing and the FY2014 filing.
Item 9A. CONTROLS AND PROCEDURES
9 rewritten, 1 added, 6 removed, 30 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: 2014.][added: 2015.]
Based upon, and as of the date of that evaluation, our Chairman, President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2014.][added: 2015.]
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: 2014.][added: 2015.]
Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this annual report, has issued its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]
We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).
In our opinion, PulteGroup, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of PulteGroup, Inc. as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] and our report dated February [removed: 4, 2015] [added: 8, 2016] expressed an unqualified opinion thereon.
There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2014] [added: 2015] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
February 8, 2016
On August 22, 2014, the Company completed the acquisition of certain real estate assets from Dominion Homes.
As permitted by the Securities and Exchange Commission, management excluded the operations related to such assets from its assessment of internal control over financial reporting as of December 31, 2014.
Such operations constituted approximately $105 million of consolidated total assets as of December 31, 2014, and $74 million of consolidated total revenues for the year then ended.
As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of certain real estate assets acquired from Dominion Homes on August 22, 2014, which are included in the 2014 consolidated financial statements of PulteGroup, Inc. and constituted $105 million of consolidated total assets as of December 31, 2014, and $74 million of consolidated total revenues for the year then ended.
Our audit of internal control over financial reporting of PulteGroup, Inc. also did not include an evaluation of the internal control over financial reporting of the operations of certain real estate assets acquired from Dominion Homes.
February 4, 2015
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: 2015] [added: 2016] Annual Meeting of Shareholders [removed: (“2015] [added: (“2016] Proxy Statement”) under the captions “Election of Directors” and “Committees of the Board of Directors - Audit Committee” and in the chart disclosing Audit Committee membership and is incorporated herein by this reference.
Information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the caption “Beneficial Security Ownership - Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein by this reference.
Information required by this Item with respect to our code of ethics will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the caption “Corporate Governance - Governance Guidelines; Code of Ethical Business Conduct; Code of Ethics” and is incorporated herein by this reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 2 unchanged
Information required by this Item will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the captions [removed: “2014] [added: “2015] Executive Compensation” and [removed: “2014] [added: “2015] Director Compensation” and is incorporated herein by this reference, provided that the Compensation and Management Development Committee Report shall not be deemed to be “filed” with this Annual Report on Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLER MATTERS
1 rewritten, 0 added, 0 removed, 2 unchanged
Information required by this Item will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the captions “Beneficial Security Ownership” and “Equity Compensation Plan Information” and is incorporated herein by this reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this Item will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Election of Directors - Independence” and is incorporated herein by this reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 3 unchanged
Information required by this Item will be contained in the [removed: 2015] [added: 2016] 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
40 rewritten, 7 added, 14 removed, 124 unchanged
| [Consolidated Balance Sheets at December 31, [removed: 2014] [added: 2015] and [removed: 2013](#sA9FD92D79FB5AA833439673AF684CF49)] [added: 2014](#sB35389757E5C5376B91D768A9D569CD1)] | [removed: [43](#sA9FD92D79FB5AA833439673AF684CF49)] [added: [42](#sB35389757E5C5376B91D768A9D569CD1)] |
| [Consolidated Statements of Operations for the years ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012](#sB5EB661A3DB877E228C9673AF5B28EAD)] [added: 2013](#s6E3FD5302794582EAB7536010EED69D7)] | [removed: [44](#sB5EB661A3DB877E228C9673AF5B28EAD)] [added: [43](#s6E3FD5302794582EAB7536010EED69D7)] |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2015,] 2014, [removed: 2013] and [removed: 2012](#s5DF87C4695214135AB9E673AF7746692)] [added: 2013](#s6C4601268F6B5A6BBCC667D8A46CFC08)] | [removed: [45](#s5DF87C4695214135AB9E673AF7746692)] [added: [44](#s6C4601268F6B5A6BBCC667D8A46CFC08)] |
| [Consolidated Statements of Shareholders' Equity for the years ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012](#s0415CBEBE0A9D8A4845C673AF58AEAE9)] [added: 2013](#s0B1A186914655606B3783EE20D642932)] | [removed: [46](#s0415CBEBE0A9D8A4845C673AF58AEAE9)] [added: [45](#s0B1A186914655606B3783EE20D642932)] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012](#sBC3E85278781983DF119673AF40E0195)] [added: 2013](#s1B320D56A4065D11A8788F4613B2E42F)] | [removed: [47](#sBC3E85278781983DF119673AF40E0195)] [added: [46](#s1B320D56A4065D11A8788F4613B2E42F)] |
| [Notes to Consolidated Financial [removed: Statements](#s375514D3152EFEC3C990673B145889AD)] [added: Statements](#s88DC6C67625E5270959B0D6EF5A9A01A)] | [removed: [48](#s375514D3152EFEC3C990673B145889AD)] [added: [47](#s88DC6C67625E5270959B0D6EF5A9A01A)] |
| [removed: (10)] | | [removed: (a)] [added: (b)] | | [removed: 1995] [added: PulteGroup, Inc. 2002] Stock Incentive Plan [removed: for Key Employees] (Incorporated by reference to our Proxy Statement dated [removed: March 31, 1995,] [added: April 3, 2002] and as Exhibit [removed: 4.1] [added: 4.3] of our Registration Statement on Form S-8, [removed: Registration] No. [removed: 33-99218)] [added: 333-123223)] |
| [added: (10)] | | [removed: (b)] [added: (a)] | | PulteGroup, Inc. 401(k) Plan (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-115570) |
| | | [removed: (c)] [added: (n)] | | [added: Form of Restricted Stock Award Agreement (as amended) under] PulteGroup, Inc. 2000 Stock Incentive Plan for Key Employees (Incorporated by reference to Exhibit [removed: 4.3] [added: 10(b)] of our [removed: Registration Statement] [added: Quarterly Report] on Form [removed: S-8, Registration No. 333-66284)] [added: 10-Q for the quarter ended March 31, 2010)] |
| | | [removed: (e)] [added: (c)] | | 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: (g)] [added: (d)] | | PulteGroup, Inc. 2013 Senior Management Incentive Plan (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on May 13, 2013) |
| | | [removed: (h)] [added: (e)] | | 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: (i)] [added: (f)] | | 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: (j)] [added: (g)] | | 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: (k)] [added: (h)] | | 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: (l)] [added: (i)] | | PulteGroup, Inc. 2013 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on May 13, 2013) |
| | | [removed: (m)] [added: (j)] | | 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: (n)] [added: (k)] | | Form of Restricted Stock Unit Award Agreement under PulteGroup, Inc. 2013 Stock Incentive Plan (Incorporated by reference to Exhibit 10(c) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014) |
| | | [removed: (o)] [added: (l)] | | 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: (p)] [added: (m)] | | Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10(p) of our Annual Report on Form 10-K for the year ended December 31, 2013) |
| | | [removed: (q)] [added: (u)] | | 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 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: (r)] [added: (o)] | | 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: (s)] [added: (p)] | | Form of Stock Option Agreement (as amended) under PulteGroup, Inc. 2002 and 2004 Stock Incentive Plans (Incorporated by reference to Exhibit 10(t) of our Annual Report on Form 10-K for the year ended December 31, 2007) |
| | | [removed: (t)] [added: (q)] | | Form of Performance Share Award Agreement under PulteGroup, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10(w) of our Annual Report on Form 10-K for the year ended December 31, 2011 ) |
| | | [removed: (u)] [added: (t)] | | [removed: Centex Corporation Amended] [added: Assignment] and [removed: Restated 1987 Stock Option Plan (Amended] [added: Assumption Agreement dated as of August 18, 2009 between PulteGroup, Inc.] and [removed: Restated Effective February 11, 2009)] [added: Centex Corporation] (Incorporated by reference to Exhibit [removed: 10.4] [added: 10.2] of [removed: Centex’s] [added: our] Current Report on Form 8-K, filed with the SEC on [removed: February 13,] [added: August 20,] 2009) |
| | | [removed: (x)] [added: (v)] | | [removed: Centex Corporation 2003 Equity Incentive Plan (Amended and Restated Effective February 11, 2009)] [added: PulteGroup, Inc. Executive Severance Policy] (Incorporated by reference to Exhibit 10.1 of [removed: Centex’s] [added: our] Current Report on Form 8-K, filed with the SEC on February [removed: 13, 2009)] [added: 12, 2013)] |
| | | [removed: (z)] [added: (r)] | | 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: (aa)] [added: (s)] | | 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) |
| [added: (2)] | | [removed: (ab)] [added: (a)] | | [removed: Assignment and Assumption Agreement] [added: Asset Purchase Agreement,] dated as of [removed: August 18, 2009 between PulteGroup, Inc.] [added: December 15, 2015, by] and [removed: Centex Corporation] [added: among JW Homes, LLC, JW Land Investment, LLC and PulteGroup, Inc] (Incorporated by reference to Exhibit [removed: 10.2] [added: 2.1] of our Current Report on Form [removed: 8-K,] [added: 8-K] filed with the SEC on [removed: August 20, 2009)] [added: December 17, 2015)] |
| | | [removed: (ac)] [added: (w)] | | [removed: Form of Performance Award Agreement under] PulteGroup, Inc. [removed: 2008 Senior Management Incentive Plan] [added: Amended Retirement Policy] (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2012)] [added: June 30, 2015)] |
| | | [removed: (af)] [added: (z)] | | [added: Amended and Restated] Master Repurchase Agreement dated as of September [removed: 28, 2012] [added: 4, 2015,] among Comerica Bank, as [removed: Agent] [added: Agent, Lead Arranger] and a Buyer, the other Buyers party hereto and Pulte Mortgage LLC, as Seller (Incorporated by reference to Exhibit 10.1 of our Current Report on Form [removed: 8-K] [added: 8-K,] filed with the SEC on [removed: October 2, 2012)] [added: September 8, 2015] |
| | | [removed: (ag)] [added: (aa)] | | First Amendment to Master Repurchase Agreement dated as of [removed: September 13, 2013] [added: December 10, 2015] among Comerica Bank, as Agent and a Buyer, the other Buyers party [removed: hereto] [added: thereto] and Pulte Mortgage LLC, as Seller (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on [removed: September 18, 2013)] [added: December 14, 2015)] |
| | | [removed: (ah)] [added: (y)] | | [removed: Second Amendment to Master Repurchase Agreement] [added: Term Loan Agreement,] dated as of [removed: January 9, 2014] [added: September 30, 2015,] among [removed: Comerica Bank,] [added: the Company, Bank of America, N.A.,] as [removed: Agent] [added: administrative agent,] and [removed: a Buyer,] the other [removed: Buyers party hereto and Pulte Mortgage LLC, as Seller] [added: lenders listed therein] (Incorporated by reference to Exhibit 10.1 of our Current Report on Form [removed: 8-K] [added: 8-K,] filed with the SEC on [removed: January 13, 2014)] [added: October 5, 2015)] |
| | | [removed: (ak)] [added: (x)] | | Credit Agreement dated as of July 23, 2014 among PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the Other Lenders Party Hereto (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014) |
| (12) | | | | Ratio of Earnings to Fixed Charges at December 31, [removed: 2014] [added: 2015] (Filed herewith) |
| February [removed: 4, 2015] [added: 8, 2016] | By: | | /s/ Robert T. O'Shaughnessy |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the [removed: capabilities] [added: capacities] and on the date indicated:
| | Thomas J. Folliard | | | Member of Board of Directors | } | | [added: /s/ Robert T. O'Shaughnessy] |
| | Cheryl W. Grisé | | | Member of Board of Directors | } | | [added: Robert T. O'Shaughnessy] |
| | [added: James Grosfeld] | | | [added: Member of Board of Directors] | [added: }] | | Executive Vice President and Chief Financial Officer |
| | February 8, 2016 | | | | | | |
| | Richard W. Dreiling | | | Member of Board of Directors | } | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
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| --- | --- | --- | --- | --- |
| | | (d) | | 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) |
| | | (f) | | PulteGroup, Inc. 2008 Senior Management Incentive Plan (Incorporated by reference to our Proxy Statement dated April 7, 2008) |
| | | (v) | | 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) |
| | | (w) | | 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) |
| | | (y) | | 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) |
| | | (ad) | | PulteGroup, Inc. Executive Severance Policy (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on February 12, 2013) |
| | | (ae) | | PulteGroup, Inc. Retirement Policy (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on February 12, 2013) |
| | | (ai) | | Third Amendment to Master Repurchase Agreement dated as of January 24, 2014 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(ai) of our Annual Report on Form 10-K for the year ended December 31, 2013) |
| | | (aj) | | Fourth Amendment to Master Repurchase Agreement dated as of September 8, 2014 among Comerica Bank, as Agent and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on September 10, 2014) |
| | February 4, 2015 | | | | | | |
| | | | | | | | /s/ Robert T. O'Shaughnessy |
| | | | | | | | Robert T. O'Shaughnessy |