filings.toolsPulteGroup (PHM) 10-K risk factor changes: FY2019 vs FY2018
The 2019-12-31 10-K against the 2018-12-31 one, compared heading by heading and sentence by sentence.
Item 1A24 rewritten13 added12 removed152 unchanged
All filing items866 rewritten447 added435 removed1,878 unchanged
Summary
counted, not written
- Item 1A lists 20 risk factor headings: 1 new, 1 reworded and 18 unchanged since FY2018. 1 heading from FY2018 no longer appears.
- Sentence by sentence, 447 added, 435 removed, 866 rewritten and 1,878 unchanged across 16 items that differ.
New Item 1A headings (1)
- Negative publicity could negatively impact sales, which could cause our revenues or results of operations to decline.
Removed Item 1A headings (1)
- Products supplied to us and work done by subcontractors can expose us to risks that could adversely affect our business.
Reworded Item 1A headings (1)
- If the market value of our land
[removed: and homes]drops significantly, our profits could decrease and result in write-downs of the carrying values of land we own.
A heading is new when no FY2018 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
24 rewritten, 13 added, 12 removed, 152 unchanged
[removed: While mortgage] [added: Mortgage] interest rates in recent years have been at or near historic lows, thereby making new homes more [removed: affordable, mortgage loan interest rates have increased recently as the federal funds rate has been increased.][added: affordable.]
[removed: On] [added: In] December [removed: 22,] 2017, a law commonly known as the Tax Cuts and Jobs Act (the "Tax Act") was enacted.
While the Tax Act lowers the tax rates applicable to many businesses and individuals, it also, among other things, (i) limits the federal deduction for mortgage interest so that it only applies to the first $750,000 of a new mortgage (as compared to $1 million under previous tax law), (ii) [removed: introduces] [added: introduced] a $10,000 cap on the federal deduction for state and local taxes, including real estate taxes, and (iii) [removed: eliminates] [added: eliminated] the federal deduction for interest on certain home equity loans.
[added: The combination of these changes could reduce home] ownership affordability and demand, especially in regions with higher housing prices or higher state and local income taxes.
The homebuilding industry is highly competitive for skilled [removed: labor and materials.][added: labor.]
During [removed: 2018,] [added: 2019,] we experienced increases in the prices of some building materials and shortages of skilled labor in some areas.
If the market value of our land [removed: and homes] drops significantly, our profits could decrease and result in write-downs of the carrying values of land we own.
The market value of [removed: land, building lots, and housing inventories] [added: land] can fluctuate significantly as a result of changing market conditions, and the measures we employ to manage inventory risk may not be adequate to insulate our operations from a severe drop in inventory values.
For example, we incurred land-related charges totaling [added: $27.1 million,] $99.4 [removed: million and] [added: million,] $191.9 million in [removed: 2018 and] [added: 2019, 2018,] 2017, respectively.
As of December 31, [removed: 2018,] [added: 2019,] our mortgage subsidiaries were defendants in legal proceedings in which the plaintiffs are seeking indemnification for alleged breaches of representations and warranties made by the mortgage subsidiaries in the mortgage loan sale agreements and may also be subject to other similar claims for which legal proceedings had not been instituted as of December 31, [removed: 2018.][added: 2019.]
[removed: Defective products widely used by the homebuilding industry] [added: If defective materials are used, it] can result in the need to perform extensive repairs to large numbers of homes.
At December 31, [removed: 2018,] [added: 2019,] we had cash, cash equivalents, and restricted cash of [removed: $1.1] [added: $1.3] billion as well as [removed: $760.6] [added: $737.2] million available under our revolving credit facility, net of outstanding letters of credit.
At December 31, [removed: 2018,] [added: 2019,] we had outstanding letters of credit and surety bonds totaling [removed: $239.4] [added: $262.8] million and [removed: $1.3] [added: $1.4] billion, respectively.
[removed: We] [added: Homebuilders] compete [added: for homebuyers] in each of our markets with numerous national, regional, and local homebuilders on the basis of location, price, quality, reputation, design, community amenities, and our customers' overall sales and homeownership experiences.
Although we believe our approach to determining the tax treatment for such items is appropriate, no assurance can be given that the final tax authority review will not be materially different than that which is reflected in our income tax provision and related tax [removed: reserves.]
As of December 31, [removed: 2018,] [added: 2019,] we had deferred tax assets, net of deferred tax liabilities, of [removed: $368.2] [added: $254.1] million, against which we provided a valuation allowance of [removed: $92.6] [added: $84.0] million.
Our shareholder rights plan, as amended, expires June 1, [removed: 2019,] [added: 2022,] unless our board of directors and shareholders approve an amendment to extend the term prior thereto.
We have responded to increases in insurance costs and coverage limitations by increasing our self-insured [removed: retentions and claim reserves.][added: retentions.]
In [removed: 2017] [added: 2019] and 2018, several hurricanes caused disruptions in our [removed: Florida, Carolinas, and Houston] [added: south eastern coastal] markets but did not result in a material impact to our results of operations.
[removed: In addition, government] [added: Government] restrictions, standards, or regulations intended to reduce greenhouse gas emissions or potential climate change impacts are likely to result in restrictions on land development in certain areas and may increase energy, transportation, or raw material costs, which could reduce our housing gross profit margins and adversely affect our results of operations.
Although the rate of inflation has been historically low for the last several years, we currently are experiencing increases in the prices of labor and [added: certain] materials above the general inflation rate.
If our computer systems and our back-up systems are damaged, breached, or cease to function properly, or if there are intrusions or failures of critical infrastructure such as the power grid or [added: communications systems, we could suffer extended interruptions in our operations or unintentionally allow misappropriation of proprietary or confidential information (including information about our employees, homebuyers and business partners).]
Although we expect all of our [added: subcontractors,] employees, officers, and directors to comply at all times with all applicable laws, rules, and regulations, there may be instances in which subcontractors or others through whom we do business engage in practices that do not comply with applicable laws, regulations, or governmental guidelines.
When we learn of practices that do not comply with applicable laws or regulations, including practices relating to homes, buildings, or multifamily rental properties we build or finance, we move actively to stop the non-complying practices as soon as possible, and we have taken disciplinary action regarding [added: subcontractors and] employees of ours who were aware of non-complying practices and did not take steps to address them, including in some instances terminating their employment.
reserves.
In addition, while they also did not have a material impact on our business in 2019, the increased prevalence of forest fires in our western markets have caused disruptions to our sales operations and development delays.
As local governmental authorities and utilities are required to spend increasing amounts of their resources responding to and remediating weather and climate related events, their ability to provide approvals and service to new housing communities may be impaired.
For example, as the risk of flooding in coastal and other flood prone areas increases, local governments may increase the requirements on new home builders for zoning approvals and restrict areas where new homes may be built, resulting in increased development costs and greater competition for more desirable land parcels.
Negative publicity could negatively impact sales, which could cause our revenues or results of operations to decline.
Our business strategy relies heavily on our reputation and brands, which are critical to our success.
Unfavorable media or investor and analyst reports related to our industry, company, brand, marketing, personnel, operations, business performance, or prospects may affect our stock price and the performance of our business, regardless of its accuracy or inaccuracy.
Furthermore, the speed at which negative publicity is disseminated has increased dramatically through the use of electronic communication, including social media outlets, websites and other digital platforms.
Our success in maintaining and enhancing our brand depends on our ability to adapt to this rapidly changing media environment.
Adverse publicity or negative
commentary from any media outlets could damage our reputation and reduce the demand for our homes, which would adversely affect our business.
In addition, we can be affected by poor relations with the residents of communities we develop because efforts made by us to resolve issues or disputes that may arise in connection with the operation or development of their communities, or in connection with the transition of a homeowners association, could be deemed unsatisfactory by the affected residents and subsequent actions by these residents could adversely affect sales or our reputation.
In addition, we could decide or be required to make material expenditures related to the settlement of such issues or disputes, which could adversely affect our results of operations.
The combination of these changes could reduce home
Products supplied to us and work done by subcontractors can expose us to risks that could adversely affect our business.
The cost of complying with our warranty obligations may be significant if we are unable to recover the cost of repairs from subcontractors, materials suppliers, and insurers.
We also can suffer damage to our reputation, and may be exposed to possible liability, if subcontractors fail to comply with applicable laws, including laws involving actions or matters that are not within our control.
When we learn about possibly improper practices by subcontractors, we attempt to cause the subcontractors to discontinue them and may terminate the use of such subcontractors.
However, attempts at mitigation may not avoid claims against us relating to actions of or matters relating to our subcontractors.
Homebuilders compete not only for homebuyers, but also for desirable land, financing, raw materials, skilled management, and labor resources.
Competition can also affect our ability to procure suitable land, raw materials, and skilled labor at acceptable prices or other terms.
Our ability to use certain of Centex's federal losses and credits is limited under Section 382 of the IRC.
We do not believe that the Section 382 limitations will prevent us from utilizing these Centex losses and credits.
We do believe that full utilization of certain state NOL carryforwards will be limited due to Section 382.
communications systems, we could suffer extended interruptions in our operations or unintentionally allow misappropriation of proprietary or confidential information (including information about our employees, homebuyers and business partners).
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
237 rewritten, 139 added, 174 removed, 262 unchanged
Favorable demographic and economic conditions, combined with [removed: historically low interest rates,] [added: the recently improving affordability of housing,] have supported the [added: ongoing] recovery in U.S. new home sales that began in 2012.
We have grown our investment in the business in a disciplined manner by emphasizing smaller projects and working to shorten our years of owned land supply, including increasing the use of land option agreements, which now account for [removed: 40%] [added: 41%] of our controlled lots as compared with 11% at the beginning of 2012.
The combination of favorable demand conditions, our investments in new communities, [removed: and our focus on gross margin performance through community location,] strategic pricing, and construction efficiencies resulted in growth in our revenues [removed: and income before income taxes] each year during the period from 2012 to [removed: 2018.][added: 2019.]
[removed: However, this was followed by] [added: We entered 2019 in the midst of] an industry-wide softening in demand that began in [removed: the second quarter of 2018.][added: mid-2018.]
To varying degrees, the slowdown [removed: has] occurred across all major buyer groups and [added: substantially] all of our geographies.
We believe that the actions we have taken over the past few years to shorten the duration of our land inventory, increase our use of land option agreements, and drive [removed: higher margins] [added: daily execution of our business] while maintaining a conservative financial position allow us to operate effectively in most economic conditions.
Additionally, our overall financial condition continues to support investing in the business while returning excess capital to [removed: shareholders.][added: shareholders, including completion of the following capital activities in 2019:]
| | Years Ended December 31, | | | | | | | [removed: | | | |]
| Income before income taxes: | | | | | | | | [removed: | | | |]
| Financial Services | [removed: 58,736 | | | | 73,496] [added: 103,315] | | | | [removed: 73,084] [added: 58,736] | | |
| Income before income taxes | [removed: 1,347,540 | | | | 938,828] [added: 1,339,576] | | | | [removed: 933,850] [added: 1,347,540] | | |
| Income tax expense | [removed: (325,517 | | ) | | (491,607] [added: (322,876] | | ) | | [removed: (331,147] [added: (325,517] | | ) |
| Net income | $ | [removed: 1,022,023 | | | $ | 447,221] [added: 1,016,700] | | | $ | [removed: 602,703] [added: 1,022,023] | |
| Per share data - assuming dilution: | | | | | | | | [removed: | | | |]
| Net income | $ | [removed: 3.55 | | | $ | 1.44] [added: 3.66] | | | $ | [removed: 1.75] [added: 3.55] | |
| • | Homebuilding income before income taxes [removed: improved each year from 2016 to 2018. Revenues increased each year and overhead leverage improved.] [added: remained strong in 2019.] Homebuilding income before income taxes also reflected the following significant income (expense) items ($000's omitted): |
| Land inventory impairments (see [Note [removed: 2](#sE0F0AFDDA661C435C3BBCFAC712A6783))] [added: 2](#s0A3EF84B1B27507E91E2C055089EF42C))] | Home sale cost of revenues | | [removed: (70,965 | | ) | | (88,952] [added: $] | [added: (8,617] | ) | | [removed: (1,074] [added: $] | [added: (70,965] | ) |
| Warranty claim (see [Note [removed: 11](#s08405A1748BF8D18F622CFAC734D9F79))] [added: 11](#s64FF783BAC83585485E93A44A2331B86))] | Home sale cost of revenues | | [removed: — | | | | (12,389] [added: (14,800] | | ) | | — | | |
| Net realizable value adjustments ("NRV") - land held for sale (see [Note [removed: 2](#sE0F0AFDDA661C435C3BBCFAC712A6783))] [added: 2](#s0A3EF84B1B27507E91E2C055089EF42C))] | Land sale cost of revenues | | [removed: (11,489 | | ) | | (83,576] [added: (5,368] | | ) | | [removed: (1,105] [added: (11,489] | | ) |
| California land sale gains (see [Note [removed: 3](#s06DDDCE9E8706C61A3B8CFAC71397715))] [added: 3](#sE80F6C7F483F5BD4B1EC6D6679CFD107))] | Land sale revenues / cost of revenues | | [removed: 26,401 | | | |] — | | | | [removed: —] [added: 26,401] | | |
| Insurance reserve adjustments (see [Note [removed: 11](#s08405A1748BF8D18F622CFAC734D9F79))] [added: 11](#s64FF783BAC83585485E93A44A2331B86))] | Selling, general, and administrative expenses | | [removed: 35,873 | | | | 97,789] [added: 49,437] | | | | [removed: 57,132] [added: 35,873] | | |
| Write-offs of insurance receivables (see [Note [removed: 11](#s08405A1748BF8D18F622CFAC734D9F79))] [added: 11](#s64FF783BAC83585485E93A44A2331B86))] | Selling, general, and administrative expenses | | [removed: — | | | | (29,624] [added: (22,617] | | ) | | — | | |
| Other expense, net [removed: | | —] [added: *(e)*] | [added: (13,130] | | [added: )] | [removed: —] | [added: (10] | [added: )%] | | [removed: (11,643] [added: (14,625] | | ) | [removed: |]
| Write-offs of deposits and pre-acquisition costs (see [Note [removed: 2](#sE0F0AFDDA661C435C3BBCFAC712A6783))] [added: 2](#s0A3EF84B1B27507E91E2C055089EF42C))] | Other expense, net | | [removed: (16,992 | | ) | | (11,367] [added: (13,116] | | ) | | [removed: (17,157] [added: (16,992] | | ) |
| | Years Ended December 31, | | | | | | | | | | [removed: | | | | | | |]
| | [removed: 2018 | | | | FY 2018 vs. FY 2017 | | | 2017] [added: 2019] | | | | FY [removed: 2017] [added: 2019] vs. FY [removed: 2016] [added: 2018] | | | [removed: 2016] [added: 2018] | | |
| Home sale revenues | $ | [removed: 9,818,445 | | | 18 | % | | $ | 8,323,984] [added: 9,915,705] | | | [removed: 12] [added: 1] | % | | $ | [removed: 7,451,315] [added: 9,818,445] | |
| Land sale and other revenues [removed: *(a) (c)* | 164,504 | | | | 167 | % |] [added: *(a)*] | [removed: 61,542] [added: 62,821] | | | | [removed: 40] [added: (62] | [removed: %] [added: )%] | | [removed: 44,089] [added: 164,504] | | |
| Total Homebuilding revenues | [removed: 9,982,949 | | | | 19 | % | | 8,385,526] [added: 9,978,526] | | | | [removed: 12] [added: —] | % | | [removed: 7,495,404] [added: 9,982,949] | | |
| Home sale cost of revenues *(b)* | [removed: (7,540,937 | | ) | | 17 | % | | (6,461,152] [added: (7,628,700] | | ) | | [removed: 16] [added: 1] | % | | [removed: (5,587,974] [added: (7,540,937] | | ) |
| Land sale cost of revenues [removed: *(a)*] [added: *(a) (c)*] | [removed: (126,560] [added: (56,098] | | ) | | [removed: (6] [added: (56] | )% | | [removed: (134,449 | | ) | | 319 | % | | (32,115] [added: (126,560] | | ) |
| Selling, general, and administrative expenses ("SG&A") *(d)* | [removed: (1,012,023] [added: (1,044,337] | | ) | | [removed: 14] [added: 3] | % | | [removed: (891,581 | | ) | | (7 | )% | | (957,150] [added: (1,012,023] | | ) |
| [removed: Other] [added: Total other] expense, net [removed: *(e)*] | [removed: (14,625 | | ) | | (56 | )% | | (33,012] [added: $] | [added: (13,130] | ) | | [removed: (42 | )% | | (57,399] [added: $] | [added: (14,625] | ) |
| Income before income taxes | $ | [removed: 1,288,804 | | | 49 | % | | $ | 865,332] [added: 1,236,261] | | | [removed: 1] [added: (4] | [removed: %] [added: )%] | | $ | [removed: 860,766] [added: 1,288,804] | |
| Supplemental [removed: data: | | | | | | |] [added: data:] | | | | | | | | | | |
| Gross margin from home sales *(b)* | [removed: 23.2 | | % | | 80 bps | | | 22.4] [added: 23.1] | | % | | [removed: (260)] [added: (10)] bps | | | [removed: 25.0] [added: 23.2] | | % |
| SG&A % of home sale revenues *(d)* | [removed: 10.3 | | % | | (40) bps | | | 10.7] [added: 10.5] | | % | | [removed: (210)] [added: 20] bps | | | [removed: 12.8] [added: 10.3] | | % |
| Closings (units) | [removed: 23,107 | | | | 10 | % | | 21,052] [added: 23,232] | | | | [removed: 6] [added: 1] | % | | [removed: 19,951] [added: 23,107] | | |
| Average selling price | $ | [removed: 425 | | | 8 | % | | $ | 395] [added: 427] | | | [removed: 6] [added: 0] | % | | $ | [removed: 373] [added: 425] | |
| Net new [removed: orders *(f)*: | | | | | | |] [added: orders:] | | | | | | | | | | |
In recent years, we have made significant investments to acquire and develop land inventory and open new communities.
This slowdown was correlated with an increase in mortgage interest rates, which contributed to ongoing affordability challenges confronting many prospective buyers.
As a result, we entered 2019 with a smaller backlog than the year before.
However, demand improved in mid-2019 as we experienced increased traffic to our communities and higher new order volume relative to the same period in 2018.
The improvement continued through the remainder of 2019, especially among first-time buyers, in part due to improving affordability driven by increasing wages, slower price appreciation, and a decline in mortgage interest rates.
Based on these favorable economic factors and our investments in new communities, we were able to generate a 9% increase in new orders and a 20% increase in ending backlog in 2019 compared with 2018.
While the slow start to 2019 resulted in our full year closings and home sale revenues each increasing only 1% over 2018, we still delivered higher earnings per share in 2019 compared with 2018.
| • | Continued to invest in new communities, as reflected in the increase to 863 average active communities; |
| • | Acquired the homebuilding operations of American West located in Las Vegas, Nevada, for $163.7 million; |
| • | Increased our quarterly dividend by 9% to $0.12 per share; |
| • | Repurchased $274.3 million of common shares; |
| • | Increased our share repurchase authorization by $500.0 million; and |
| • | Completed a tender offer to retire $274.0 million of our unsecured senior notes maturing in 2021. |
The following tables and related discussion set forth key operating and financial data for our Homebuilding and Financial Services operations as of and for the fiscal years ended December 31, 2019 and 2018.
For similar operating and financial data and discussion of our fiscal 2018 results compared to our fiscal 2017 results, refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on January 31, 2019.
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | |
| | 2019 | | | | 2018 | | |
| Homebuilding | $ | 1,236,261 | | | $ | 1,288,804 | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | |
| | | | 2019 | | | | 2018 | | |
| | | | $ | (15,081 | ) | | $ | (37,172 | ) |
| • | The increase in Financial Services income in 2019 compared with 2018 was primarily the result of higher volumes, which largely resulted from an improved capture rate and margin per loan, as well as a $16.1 million increase in loan origination liabilities in 2018 (see [Note 11](#s64FF783BAC83585485E93A44A2331B86)). Interest rates generally declined during 2019, which led to a less competitive mortgage environment contributing to improved capture rate and higher gains from sales of mortgages. |
| • | Our effective tax rate was 24.1% and 24.2%, for 2019 and 2018, respectively (see [Note 8](#s7DE1D1F0E0345FFAA50418CA33532688)). |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| Dollars | $ | 10,615,363 | | | 10 | % | | $ | 9,675,529 | |
| Average active communities | 863 | | | | 4 | % | | 832 | | |
| Dollars | $ | 4,535,805 | | | 18 | % | | $ | 3,836,147 | |
| *(d)* | *Includes insurance reserve reversals of* *$49.4 million* *and* *$35.9 million* *in* *2019* *and* *2018, respectively, and write-offs of insurance receivables of* *$22.6 million* *in 2019 (see* [*Note 11*](#s64FF783BAC83585485E93A44A2331B86)*).* |
The increase in revenues is attributable to an improved demand environment in the majority of our markets starting in mid-2019 substantially offset by lower revenues in our Northern California Division, which reflects the completion, or near completion, of several high-performing communities combined with moderating demand in that market.
The pricing environment in many of our markets allowed us to effectively manage pressure in house and land costs, though sales discounts have increased moderately in response to the affordability issues faced by homebuyers and our increased use of speculative inventory.
Amortized interest costs increased in dollar terms but remained consistent with the prior year as a percentage of revenue at 1.8%.
*Land sale and other revenues*
The increase is primarily attributable to higher headcount as order volumes increased in the second half of 2019, increased information technology spend, operating costs associated with the American West transaction, higher model home costs, and insurance receivable write-offs of $22.6 million in 2019 in connection with policy settlement negotiations with certain of our carriers (see [Note 11](#s64FF783BAC83585485E93A44A2331B86)).
| | | | | | | | |
During this period, we have made significant investments to acquire and develop land inventory and open new communities, including opening approximately 250 new communities across our local markets in each of the last three years.
We entered 2018 with a large backlog of new orders, and demand conditions remained favorable through the early part of 2018, as evidenced by continued growth in new orders during the traditional spring selling season.
This slowdown was closely correlated with the rise in mortgage interest rates that began in May 2018, however, we believe that the broader cause is the affordability challenge that many prospective buyers continue to face, which has created uncertainty in the industry regarding short-term demand.
However, many of the fundamentals supporting continued growth in demand, including: a strong employment picture in the U.S.; high consumer confidence; a supportive, though slightly higher, interest rate environment; and a limited supply of new and existing homes, remain favorable.
If demand conditions accelerate, we have the communities and lots available to meet that demand.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2018 | | | | 2017 | | | | 2016 | | |
| Homebuilding | $ | 1,288,804 | | | $ | 865,332 | | | $ | 860,766 | |
| | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2018 | | | | 2017 | | | | 2016 | | |
| Restructuring costs from corporate office relocation and other actions | Selling, general, and administrative expenses | | — | | | | — | | | | (10,030 | | ) |
| Impairments of unconsolidated entities (see [Note 2](#sE0F0AFDDA661C435C3BBCFAC712A6783)) | Other expense, net | | — | | | | (8,017 | | ) | | — | | |
| Settlement of disputed land transaction (see [Note 11](#s08405A1748BF8D18F622CFAC734D9F79)) | Other expense, net | | — | | | | — | | | | (15,000 | | ) |
| | | | $ | (37,172 | ) | | $ | (136,136 | ) | | $ | 1,123 | |
| • | The decrease in Financial Services income in 2018 compared with 2017 and 2016 was primarily due to a $16.1 million increase in loan origination liabilities in 2018 (see [Note 11](#s08405A1748BF8D18F622CFAC734D9F79)) combined with a more competitive pricing environment. Refinance activity has slowed in the mortgage industry, which has increased competition, pressured loan pricing, and resulted in lower capture rate and reduced margins on our loan originations in 2018. These factors offset higher revenues driven primarily by higher volumes in the Homebuilding segment. |
| • | Our effective tax rate was 24.2%, 52.4%, and 35.5% for 2018, 2017, and 2016, respectively (see [Note 8](#sAA228A4519F4C3F4BCB4CFAC72A185A0)). The effective tax rates for 2018 and 2017 reflect the impact of the Tax Act, which lowered the federal tax rate from 35% to 21% effective in 2018. Due to the Tax Act's enactment in December 2017, income tax expense for 2017 included a charge of $172.1 million related to the remeasurement of our deferred tax balances and other effects. |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Dollars | $ | 9,675,529 | | | 3 | % | | $ | 9,361,534 | | | 21 | % | | $ | 7,753,399 | |
| Active communities at December 31 | 815 | | | | 3 | % | | 790 | | | | 9 | % | | 726 | | |
| Dollars | $ | 3,836,147 | | | (4 | )% | | $ | 3,979,064 | | | 35 | % | | $ | 2,941,512 | |
| *(d)* | *Includes write-offs of* *$29.6 million* *of insurance receivables associated with the resolution of certain insurance matters in* *2017* *(see* [*Note 11*](#s08405A1748BF8D18F622CFAC734D9F79)*); insurance reserve reversals of* *$35.9 million,* *$97.8 million* *and* *$57.1 million* *in* *2018,* *2017, and* *2016, respectively (see* [*Note 11*](#s08405A1748BF8D18F622CFAC734D9F79)*); and restructuring costs from corporate office relocation and other actions of* *$10.0 million* *in* *2016.* |
| *(f)* | *Net new orders excludes backlog acquired from Wieland in January 2016 (see* [*Note 1*](#s59771C84F75F74BABEB4CFAC70BC21C2)*). Net new order dollars represent a composite of new order dollars combined with other movements of the dollars in backlog related to cancellations and change orders.* |
The increase in closings reflects the significant land investments we have made in recent years and the resulting growth in our active communities combined with the favorable buyer demand environment that continued into the spring of 2018.
The higher average selling prices occurred across the majority of our markets and reflects shifts in product mix, including a higher mix of move-up homebuyers and an increase in the mix of closings in Northern California, where our average selling prices are significantly higher than the Company average.
Home sale revenues for 2017 were higher than 2016 by $872.7 million, or 12%.
The increase in closings reflects the significant land investments we have made in recent years and the resulting increase in our active communities combined with favorable buyer demand conditions.
The increased closings occurred despite the disruption in our operations caused by Hurricane Harvey in Houston, Texas, and Hurricane Irma in Florida, as well as permitting and other municipal approval delays in certain communities.
The higher average selling price for 2017 occurred across the majority of our markets and reflected a shift toward move-up homebuyers.
Gross margins decreased in 2017 compared with 2016 as the result of the aforementioned land inventory impairments and warranty charge combined with higher house construction and land costs as the supply chain responded to the housing recovery.
*Land sales*
The losses in 2017 resulted primarily from the aforementioned net realizable value charges of $83.6 million (see [Note 2](#sE0F0AFDDA661C435C3BBCFAC712A6783)).
The improved overhead leverage reflects volume efficiencies and realized cost efficiencies, as well as the aforementioned insurance reserve reversals of $35.9 million and $97.8 million in 2018 and 2017, respectively, partially offset by write-offs of $29.6 million in 2017 associated with the resolution of certain insurance matters (see [Note 11](#s08405A1748BF8D18F622CFAC734D9F79)).
SG&A as a percentage of home sale revenues was 10.7% and 12.8% in 2017 and 2016, respectively.
The gross dollar amount of our SG&A decreased $65.6 million, or 7%, in 2017 compared with 2016.
SG&A includes the aforementioned insurance receivable write-offs of $29.6 million in 2017 and general liability insurance reserve reversals of $97.8 million and $57.1 million in 2017 and 2016, respectively, resulting from favorable claims experience (see [Note 11](#s08405A1748BF8D18F622CFAC734D9F79)).
Excluding these items, the improvement in our year-over-year SG&A leverage was primarily attributable to cost efficiencies realized in late 2016 that continued into 2017.
| Lease exit and related costs *(a)* | (240 | | ) | | (1,729 | | ) | | (11,643 | | ) |
An excerpt. Shown here: 40 of 237 rewritten, 40 of 139 added and 40 of 174 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 FY2019 filing and the FY2018 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11 rewritten, 3 added, 3 removed, 40 unchanged
The following tables set forth the principal cash flows by scheduled maturity, weighted-average interest rates, and estimated fair value of our debt obligations as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] ($000’s omitted).
| | As of December 31, [removed: 2017] [added: 2019] for the Years ending December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | [removed: 2018] [added: 2020] | | | | [removed: 2019] [added: 2021] | | | | [removed: 2020] [added: 2022] | | | | [removed: 2021] [added: 2023] | | | | [removed: 2022] [added: 2024] | | | | Thereafter | | | | Total | | | | Fair Value | | |
| Average interest rate | [removed: 3.72] [added: 3.59] | | % | | [removed: 7.30] [added: —] | | % | | — | | % | | — | | % | | — | | % | | — | | % | | [removed: 3.70] [added: 3.59] | | % | | | | |
There were no [removed: amounts] [added: borrowings] outstanding under our Revolving Credit Facility at either* *December 31, [removed: 2018*] [added: 2019*] *or* [removed: *2017.*][added: *2018.*]
At December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] residential mortgage loans available-for-sale had an aggregate fair value of [removed: $461.4] [added: $509.0] million and [removed: $570.6] [added: $461.4] million, respectively.
At December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] we had aggregate interest rate lock commitments of [removed: $285.0] [added: $255.3] million and [removed: $210.9] [added: $285.0] million, respectively, which were originated at interest rates prevailing at the date of commitment.
Unexpired forward contracts totaled [removed: $511.0] [added: $518.2] million and [removed: $522.0] [added: $511.0] million at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively, and whole loan investor commitments totaled [removed: $187.8] [added: $200.7] million and [removed: $203.1] [added: $187.8] million, respectively, at such dates.
Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “project,” “may,” “can,” “could,” “might,” [removed: "should",] [added: “should”,] “will” and similar expressions identify forward-looking statements, including statements related to [removed: the] [added: any] impairment charge [removed: with respect to certain land parcels] and the impacts or effects thereof, expected operating and performing results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future.
Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of mortgage financing; competition within the industries in which we operate; the availability and cost of land and other raw materials used by us in our homebuilding operations; the impact of any changes to our strategy in responding to the cyclical nature of the industry, including any changes regarding our land positions and the levels of our land spend; the availability and cost of insurance covering risks associated with our businesses; shortages and the cost of labor; weather related slowdowns; slow growth initiatives and/or local building moratoria; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans; the interpretation of or changes to tax, labor and environmental [removed: laws, including, but not limited to the Tax Cuts and Jobs Act] [added: laws] which could have a greater impact on our effective tax rate or the value of our deferred tax assets than we anticipate; economic changes nationally or in our local markets, including inflation, deflation, changes in consumer confidence and preferences and the state of the market for homes in general; legal or regulatory proceedings or claims; our ability to generate sufficient cash flow in order to successfully implement our capital allocation priorities; required accounting changes; terrorist acts and other acts of war; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature.
See [Item 1A – Risk [removed: Factors](#s300A51BCAA2E60D32A9ECFACA0BAF275)] [added: Factors](#s8144D1BA97C95F5CA7C416D1AE072EC9)] for a further discussion of these and other risks and uncertainties applicable to our businesses.
| Fixed rate debt | $ | 21,327 | | | $ | 447,712 | | | $ | 10,295 | | | $ | — | | | $ | — | | | $ | 2,300,000 | | | $ | 2,779,334 | | | $ | 3,152,046 | |
| Average interest rate | 2.09 | | % | | 4.17 | | % | | 0.39 | | % | | — | | % | | — | | % | | 5.90 | | % | | 5.57 | | % | | | | |
| Variable rate debt *(a)* | $ | 326,573 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 326,573 | | | $ | 326,573 | |
| Fixed rate debt | $ | 508 | | | $ | 8,423 | | | $ | 9,539 | | | $ | 700,000 | | | $ | — | | | $ | 2,300,000 | | | $ | 3,018,470 | | | $ | 3,262,221 | |
| Average interest rate | 3.00 | | % | | 4.07 | | % | | 3.98 | | % | | 4.25 | | % | | — | | % | | 5.90 | | % | | 5.50 | | % | | | | |
| Variable rate debt *(a)* | $ | 438,657 | | | $ | 701 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 439,358 | | | $ | 439,358 | |
Cover and table of contents
71 rewritten, 32 added, 16 removed, 220 unchanged
[removed: FORM 10-K][added: FORM 10-K]
[removed: \[X\]] [added: | ☒ |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [added: |]
For the fiscal year ended December 31, [removed: 2018][added: 2019]
[removed: \[ \]] [added: | ☐ |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [added: |]
Commission File [removed: Number 1-9804][added: Number 1-9804]
[added: |] 3350 Peachtree Road NE, Suite 150 [added: | | |]
[removed: Atlanta, Georgia 30326][added: | Atlanta, | Georgia | 30326 |]
[added: |] (Address of principal executive offices) (Zip Code) [added: | | |]
[added: |] Registrant’s telephone number, including area [removed: code: (404) 978-6400][added: code: | 404 | 978-6400 |]
| Title of each class | [added: Trading Symbol] | Name of each exchange on which registered |
| Common Shares, par value $0.01 | [added: PHM] | New York Stock Exchange |
[removed: YES \[X\] NO \[ \]][added: Yes ☒ No ☐]
[removed: YES \[ \] NO \[X\]][added: Yes ☐ No ☒]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.
| Large accelerated filer [removed: \[X\]] | | Accelerated filer [removed: \[ \]] | | Non-accelerated filer [removed: \[ \]] | | Smaller reporting company [removed: \[ \]] | Emerging growth company [removed: \[ \]] |
The aggregate market value of the registrant’s voting shares held by nonaffiliates of the registrant as of June 30, [removed: 2018,] [added: 2019,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was [removed: $8,132,221,388.][added: $8,648,189,224.]
As of January [removed: 24, 2019,] [added: 23, 2020,] the registrant had [removed: 277,142,007] [added: 269,975,049] shares of common shares outstanding.
Applicable portions of the Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.
| 1A | [Risk [removed: Factors](#s300A51BCAA2E60D32A9ECFACA0BAF275)] [added: Factors](#s8144D1BA97C95F5CA7C416D1AE072EC9)] | [removed: [9](#s300A51BCAA2E60D32A9ECFACA0BAF275)] [added: [8](#s8144D1BA97C95F5CA7C416D1AE072EC9)] |
| 1B | [Unresolved Staff [removed: Comments](#sC69D0627645B6511C874CFACA0D961EA)] [added: Comments](#sFB574F6A31D450F985FCC488633A36D1)] | [removed: [15](#sC69D0627645B6511C874CFACA0D961EA)] [added: [15](#sFB574F6A31D450F985FCC488633A36D1)] |
| 3 | [Legal [removed: Proceedings](#sA2C37BC8AD8D0AE97ED4CFACA12795DF)] [added: Proceedings](#s23BD0457486A52B486901713EEA7418A)] | [removed: [15](#sA2C37BC8AD8D0AE97ED4CFACA12795DF)] [added: [15](#s23BD0457486A52B486901713EEA7418A)] |
| 4 | [Mine Safety [removed: Disclosures](#sB549B703A4D88FEED8F3CFACA1565B59)] [added: Disclosures](#s0F01DF390F0E59AAAE18E485D087B315)] | [removed: [15](#sB549B703A4D88FEED8F3CFACA1565B59)] [added: [15](#s0F01DF390F0E59AAAE18E485D087B315)] |
| 5 | [Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#s4081492F16BF56FB5312CFAC7001A51F)] [added: Securities](#s40F09CD89E625F1AA42D094D00BC5253)] | [removed: [17](#s4081492F16BF56FB5312CFAC7001A51F)] [added: [17](#s40F09CD89E625F1AA42D094D00BC5253)] |
| 6 | [Selected Financial [removed: Data](#sD530E83CEBFA4BE1FF80CFACA202DDF6)] [added: Data](#s92BCE81DD7A659DD840AF9C34BA5DB1B)] | [removed: [19](#sD530E83CEBFA4BE1FF80CFACA202DDF6)] [added: [19](#s92BCE81DD7A659DD840AF9C34BA5DB1B)] |
| 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s895FE0EE215B1A050E40CFAC7C94EE13)] [added: Operations](#sE1E7A9B64F5D50EDA9DA14AD4D705856)] | [removed: [21](#s895FE0EE215B1A050E40CFAC7C94EE13)] [added: [21](#sE1E7A9B64F5D50EDA9DA14AD4D705856)] |
| 7A | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sA1E2D5106921A3EBA72ECFAC700160F9)] [added: Risk](#s44A76DDA12BE5427904F8BE739814E0C)] | [removed: [40](#sA1E2D5106921A3EBA72ECFAC700160F9)] [added: [38](#s44A76DDA12BE5427904F8BE739814E0C)] |
| 8 | [Financial Statements and Supplementary [removed: Data](#s4983FDF265997693A503CFACA3F6375F)] [added: Data](#s7FD7934CF0EA5F9C8B3ABFD0865805AA)] | [removed: [42](#s4983FDF265997693A503CFACA3F6375F)] [added: [40](#s7FD7934CF0EA5F9C8B3ABFD0865805AA)] |
| 9 | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s04BE29BBF9F041C761DFCFACA9F1A97F)] [added: Disclosure](#s5EBEE8CB21BB509BA9847A56F5505CB7)] | [removed: [86](#s04BE29BBF9F041C761DFCFACA9F1A97F)] [added: [84](#s5EBEE8CB21BB509BA9847A56F5505CB7)] |
| 9A | [Controls and [removed: Procedures](#s9C4220D631AACD42F7B0CFACAA2079B3)] [added: Procedures](#s4F3F5C842EC75D91A8DA8C29651F5258)] | [removed: [86](#s9C4220D631AACD42F7B0CFACAA2079B3)] [added: [84](#s4F3F5C842EC75D91A8DA8C29651F5258)] |
| 9B | [Other [removed: Information](#sC23461E41B6FEEFE5C91CFACAA3F3418)] [added: Information](#sC3147FD79DB85415BFF9614E2F8EE07E)] | [removed: [88](#sC23461E41B6FEEFE5C91CFACAA3F3418)] [added: [86](#sC3147FD79DB85415BFF9614E2F8EE07E)] |
| | [Part [removed: III](#s67C1C1A035931D19AE85CFACAA7E3BBC)] [added: III](#sA4799FC95C765F7EA0A320A5640AED08)] | |
| 10 | [Directors, Executive Officers and Corporate [removed: Governance](#s3F643290520C7E125836CFACAA9D30FB)] [added: Governance](#s96A9E61EFE9B55E5BD434548077AD6F2)] | [removed: [88](#s3F643290520C7E125836CFACAA9D30FB)] [added: [86](#s96A9E61EFE9B55E5BD434548077AD6F2)] |
| 11 | [Executive [removed: Compensation](#s35FBA9790E8E9BF1C61FCFACAACCFA71)] [added: Compensation](#s55760FC75A8351FBA39CADE3222A672B)] | [removed: [88](#s35FBA9790E8E9BF1C61FCFACAACCFA71)] [added: [86](#s55760FC75A8351FBA39CADE3222A672B)] |
| 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#sBEB03DB69EF326A626EDCFACAAEBF746)] [added: Matters](#s41A3AE94A3C25FA28E070A94E60A1D0B)] | [removed: [88](#sBEB03DB69EF326A626EDCFACAAEBF746)] [added: [86](#s41A3AE94A3C25FA28E070A94E60A1D0B)] |
| 13 | [Certain Relationships and Related Transactions and Director [removed: Independence](#sD761129B7969CE5A4CF1CFACAB1A6C89)] [added: Independence](#sE05C32450D6D5F5EB74C6BE6C1859F60)] | [removed: [88](#sD761129B7969CE5A4CF1CFACAB1A6C89)] [added: [86](#sE05C32450D6D5F5EB74C6BE6C1859F60)] |
| 14 | [Principal Accountant Fees and [removed: Services](#s45703FCD3E7865633A3FCFACAB3983B3)] [added: Services](#s0122589E412E55AABFE8F53E8F601BC5)] | [removed: [88](#s45703FCD3E7865633A3FCFACAB3983B3)] [added: [86](#s0122589E412E55AABFE8F53E8F601BC5)] |
| 15 | [Exhibits and Financial Statement [removed: Schedules](#sA17BCC279F8589433281CFACAB97D5C7)] [added: Schedules](#sE8693ACB673A5934AEBAEB68297B38F0)] | [removed: [89](#sA17BCC279F8589433281CFACAB97D5C7)] [added: [87](#sE8693ACB673A5934AEBAEB68297B38F0)] |
| 16 | [Form 10-K [removed: Summary](#s55FD282530558A91ECADCFACABC6C7FA)] [added: Summary](#sD148BA5CCE315C60B1A49389D7025F95)] | [removed: [92](#s55FD282530558A91ECADCFACABC6C7FA)] [added: [90](#sD148BA5CCE315C60B1A49389D7025F95)] |
Homebuilding, our core business, which includes the acquisition and development of land primarily for residential purposes within the U.S. and the construction of housing on such land, generated 98% of our consolidated revenues in each of [added: 2019,] 2018, [removed: 2017,] and [removed: 2016.][added: 2017.]
Through our brands, which include Centex, Pulte Homes, Del Webb, DiVosta Homes, [removed: and] John Wieland Homes and Neighborhoods, [added: and American West] we offer a wide variety of home designs, including single-family detached, townhouses, condominiums, and duplexes at different prices and with varying levels of options and amenities to our major customer groups: first-time, move-up, and active adult.
| Series A Junior Participating Preferred Share Purchase Rights | | New York Stock Exchange |
Yes ☒ No ☐
Yes ☒ No ☐
| ☒ | | ☐ | | ☐ | | ☐ | ☐ |
Yes ☐ No ☒
| --- | --- | --- |
| | [Part I](#s7F6E59F40DD359EE9AAFF99F93F27682) | |
| 1 | [Business](#s78B858548CC05AF7A42F78D99F735C6B) | [3](#s78B858548CC05AF7A42F78D99F735C6B) |
| 2 | [Properties](#s3E30539BBE27542F8A9ADB9518B8F8CC) | [15](#s3E30539BBE27542F8A9ADB9518B8F8CC) |
| 4A | [Information About Our Executive Officers](#s0FF6059C13E05E96A8E9293ED30D02A7) | [16](#s0FF6059C13E05E96A8E9293ED30D02A7) |
| | [Part II](#sBE4DDCF927B05BC4B6A9EA06A4B49C24) | |
| | [Part IV](#s7113DCFC67A554C9A02C00A697BC9EAD) | |
| | | |
| | | |
| | [Signatures](#s0E83F7D92E8F5BFDB2BFC7271D6E1021) | [91](#s0E83F7D92E8F5BFDB2BFC7271D6E1021) |
| | | |
| --- | --- | --- |
| | | |
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | |
We also
During 2019, 29%, 45%, and 26% of our home closings were to first-time, move-up, and active adult customers, respectively, which reflects a slight increase toward first-time buyers over 2018 consistent with our increased investment to serve first-time buyers.
our homes and their distinctive design features.
| | |
| | |
| | |
| --- | --- |
| | |
| --- | --- |
In each of our local
We believe centralizing both the fulfillment
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
\[X\]
| | [Part I](#sFFFD35FEF9A3F0956CB8CFACA00E860F) | |
| 1 | [Business](#s1A70CE6ABCE6C3856B5CCFACA02DC611) | [3](#s1A70CE6ABCE6C3856B5CCFACA02DC611) |
| 2 | [Properties](#sDC779D6340F9A06F8A42CFACA108192A) | [15](#sDC779D6340F9A06F8A42CFACA108192A) |
| 4A | [Executive Officers of the Registrant](#sE97CBDB7C4B0450D631FCFACA1753E79) | [16](#sE97CBDB7C4B0450D631FCFACA1753E79) |
| | [Part II](#sB7CC08DD625A10E9FDEECFACA1B4B433) | |
| | [Part IV](#sF7D0572F04A342966718CFACAB78A42B) | |
| | [Signatures](#s10C35023E9559F912EE2CFACABE5E7E1) | [93](#s10C35023E9559F912EE2CFACABE5E7E1) |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
not be converted to home sales in the near term.
During 2018, 28%, 47%, and 25% of our home closings were to first-time, move-up, and active adult customers, respectively.
Our sales mix has shifted slightly in recent years toward the move-up homebuyer where demand has been stronger.
However, we have increased our investment in communities seeking to serve the first-time buyer and expect this buyer group to become a larger component of our sales mix in the future.
including selecting the community, house floor plan, and options that meet the customer's needs.
An excerpt. Shown here: 40 of 71 rewritten, all 32 added and all 16 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2019 filing and the FY2018 filing.
Item 4A. INFORMATION ABOUT OUR EXECUTIVE OFFICERS
8 rewritten, 0 added, 1 removed, 20 unchanged
| Ryan R. Marshall | | [removed: 44] [added: 45] | | President and Chief Executive Officer | | 2012 |
| Robert T. O'Shaughnessy | | [removed: 53] [added: 54] | | Executive Vice President and Chief Financial Officer | | 2011 |
| Todd N. Sheldon | | [removed: 51] [added: 52] | | Executive Vice President, General Counsel and Corporate Secretary | | 2017 |
| [removed: Harmon D. Smith] [added: John Chadwick] | | [removed: 55] [added: 58] | | Executive Vice President and Chief Operating Officer | | [removed: 2011] [added: 2019] |
| Michelle Hairston | | [removed: 42] [added: 43] | | Senior Vice President, Human Resources | | 2018 |
| James L. Ossowski | | [removed: 50] [added: 51] | | Senior Vice President, Finance | | 2013 |
| Stephen P. Schlageter | | [removed: 48] [added: 49] | | Senior Vice President, Operations and Strategy | | 2018 |
Mr. [removed: Smith] [added: Chadwick] was appointed Executive Vice President and Chief Operating [removed: Office] [added: Officer] in [removed: February 2016] [added: April 2019] and previously held the [removed: positions] [added: position] of [removed: Executive Vice President, Field Operations since May 2014 and Homebuilding Operations and] Area [removed: President, Texas] [added: President over various geographical markets] since [removed: May] 2012.
He served as an Area President over various geographical markets since 2012.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
10 rewritten, 9 added, 6 removed, 15 unchanged
At January [removed: 24, 2019,] [added: 23, 2020,] there were [removed: 2,248] [added: 2,175] shareholders of record.
| | Total number of shares purchased [added: (1)] | | | Average price paid per share | | | | Total number of shares purchased as part of publicly announced plans or programs | | | Approximate dollar value of shares that may yet be purchased under the plans or programs ($000’s omitted) | | | |
| [removed: (1)] [added: (2)] | The Board of Directors approved a share repurchase authorization totaling [removed: $1.0 billion] [added: $500.0 million] in [removed: July 2016] [added: January 2018] and an increase of $500.0 million to such authorization in [removed: January 2018.] [added: May 2019.] There is no expiration date for this program, under which [removed: $299.9] [added: $525.5] million remained available as of December 31, [removed: 2018.] [added: 2019.] During [removed: 2018,] [added: 2019,] we repurchased [removed: 10.9] [added: 8.4] million shares [added: for a total of $274.3 million] under this program. |
The information required by this item with respect to equity compensation plans is set forth under [Item [removed: 12](#sBEB03DB69EF326A626EDCFACAAEBF746)] [added: 12](#s41A3AE94A3C25FA28E070A94E60A1D0B)] 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: 2014,] 2015, 2016, 2017, [removed: and] 2018, [added: and 2019,] (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: 2018][added: 2019]
[removed: ][added: ]
| | | [removed: 2013 | | | |] 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | [added: | 2019 | | |]
| Dow Jones U.S. Select Home Construction Index | | 100.00 | | | | [removed: 105.15] [added: 105.45] | | | | [removed: 110.88] [added: 107.79] | | | | [removed: 113.34] [added: 172.63] | | | | [removed: 181.51] [added: 119.58] | | | | [removed: 125.74] [added: 178.89] | | |
* Assumes $100 invested on December 31, [removed: 2013,] [added: 2014,] and the reinvestment of dividends.
| October 1, 2019 to October 31, 2019 | 55,178 | | | $ | 40.27 | | | 55,178 | | | $ | 553,271 | | (2) |
| November 1, 2019 to November 30, 2019 | 414,862 | | | 38.70 | | | | 414,862 | | | $ | 537,215 | | (2) |
| December 1, 2019 to December 31, 2019 | 294,564 | | | 39.61 | | | | 294,564 | | | $ | 525,548 | | (2) |
| Total | 764,604 | | | $ | 39.16 | | | 764,604 | | | | | | |
| (1) | During 2019, participants surrendered 0.4 million shares for payment of minimum tax obligations upon the vesting or exercise of previously granted share-based compensation awards. Such shares were not repurchased as part of our publicly-announced share repurchase programs and are excluded from the table above. |
| | |
| --- | --- |
| PULTEGROUP, INC. | | $ | 100.00 | | | $ | 84.46 | | | $ | 88.79 | | | $ | 162.86 | | | $ | 129.04 | | | $ | 195.28 | |
| S&P 500 Index - Total Return | | 100.00 | | | | 101.38 | | | | 113.51 | | | | 138.29 | | | | 132.23 | | | | 173.86 | | |
| October 1, 2018 to October 31, 2018 | 2,431,879 | | | $ | 23.22 | | | 2,410,261 | | | $ | 366,446 | | (1) |
| November 1, 2018 to November 30, 2018 | 2,308,628 | | | 24.72 | | | | 2,308,628 | | | $ | 309,381 | | (1) |
| December 1, 2018 to December 31, 2018 | 358,596 | | | 26.49 | | | | 358,596 | | | $ | 299,882 | | (1) |
| Total | 5,099,103 | | | $ | 24.13 | | | 5,077,485 | | | | | | |
| PULTEGROUP, INC. | | $ | 100.00 | | | $ | 106.57 | | | $ | 90.01 | | | $ | 94.63 | | | $ | 173.56 | | | $ | 137.52 | |
| S&P 500 Index - Total Return | | 100.00 | | | | 113.69 | | | | 115.26 | | | | 129.05 | | | | 157.22 | | | | 150.33 | | |
Item 6. SELECTED FINANCIAL DATA
25 rewritten, 3 added, 1 removed, 26 unchanged
| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |
| Revenues | $ | [removed: 9,982,949] [added: 9,978,526] | | | $ | [removed: 8,385,526] [added: 9,982,949] | | | $ | [removed: 7,495,404] [added: 8,385,526] | | | $ | [removed: 5,844,658] [added: 7,495,404] | | | $ | [removed: 5,700,338] [added: 5,844,658] | |
| Income before income taxes | $ | [removed: 1,288,804] [added: 1,236,261] | | | $ | [removed: 865,332] [added: 1,288,804] | | | $ | [removed: 860,766] [added: 865,332] | | | $ | [removed: 757,317] [added: 860,766] | | | $ | [removed: 635,177] [added: 757,317] | |
| Revenues | $ | [removed: 205,382] [added: 234,431] | | | $ | [removed: 192,160] [added: 205,382] | | | $ | [removed: 181,126] [added: 192,160] | | | $ | [removed: 140,445] [added: 181,126] | | | $ | [removed: 125,638] [added: 140,445] | |
| Income before income taxes | $ | [removed: 58,736] [added: 103,315] | | | $ | [removed: 73,496] [added: 58,736] | | | $ | [removed: 73,084] [added: 73,496] | | | $ | [removed: 58,706] [added: 73,084] | | | $ | [removed: 54,581] [added: 58,706] | |
| Revenues | $ | [removed: 10,188,331] [added: 10,212,957] | | | $ | [removed: 8,577,686] [added: 10,188,331] | | | $ | [removed: 7,676,530] [added: 8,577,686] | | | $ | [removed: 5,985,103] [added: 7,676,530] | | | $ | [removed: 5,825,977] [added: 5,985,103] | |
| Income before income taxes | $ | [removed: 1,347,540] [added: 1,339,576] | | | $ | [removed: 938,828] [added: 1,347,540] | | | $ | [removed: 933,850] [added: 938,828] | | | $ | [removed: 816,023] [added: 933,850] | | | $ | [removed: 689,758] [added: 816,023] | |
| Income tax [removed: (expense) benefit] [added: expense] | [removed: (325,517] [added: (322,876] | | ) | | [removed: (491,607] [added: (325,517] | | ) | | [removed: (331,147] [added: (491,607] | | ) | | [removed: (321,933] [added: (331,147] | | ) | | [removed: (215,420] [added: (321,933] | | ) |
| Net income | $ | [removed: 1,022,023] [added: 1,016,700] | | | $ | [removed: 447,221] [added: 1,022,023] | | | $ | [removed: 602,703] [added: 447,221] | | | $ | [removed: 494,090] [added: 602,703] | | | $ | [removed: 474,338] [added: 494,090] | |
| Basic | $ | [removed: 3.56] [added: 3.67] | | | $ | [removed: 1.45] [added: 3.56] | | | $ | [removed: 1.76] [added: 1.45] | | | $ | [removed: 1.38] [added: 1.76] | | | $ | [removed: 1.27] [added: 1.38] | |
| Diluted | $ | [removed: 3.55] [added: 3.66] | | | $ | [removed: 1.44] [added: 3.55] | | | $ | [removed: 1.75] [added: 1.44] | | | $ | [removed: 1.36] [added: 1.75] | | | $ | [removed: 1.26] [added: 1.36] | |
| Basic | [removed: 283,578] [added: 274,495] | | | | [removed: 305,089] [added: 283,578] | | | | [removed: 339,747] [added: 305,089] | | | | [removed: 356,576] [added: 339,747] | | | | [removed: 370,377] [added: 356,576] | | |
| Effect of dilutive securities | [removed: 1,287] [added: 802] | | | | [removed: 1,725] [added: 1,287] | | | | [removed: 2,376] [added: 1,725] | | | | [removed: 3,217] [added: 2,376] | | | | [removed: 3,725] [added: 3,217] | | |
| Diluted | [removed: 284,865] [added: 275,297] | | | | [removed: 306,814] [added: 284,865] | | | | [removed: 342,123] [added: 306,814] | | | | [removed: 359,793] [added: 342,123] | | | | [removed: 374,102] [added: 359,793] | | |
| Shareholders’ equity | $ | [removed: 17.39] [added: 20.20] | | | $ | [removed: 14.60] [added: 17.39] | | | $ | [removed: 13.63] [added: 14.60] | | | $ | 13.63 | | | $ | [removed: 13.01] [added: 13.63] | |
| Cash dividends declared | $ | [removed: 0.38] [added: 0.45] | | | $ | [removed: 0.36] [added: 0.38] | | | $ | 0.36 | | | $ | [removed: 0.33] [added: 0.36] | | | $ | [removed: 0.23] [added: 0.33] | |
| House and land inventory | $ | [removed: 7,253,353] [added: 7,680,614] | | | $ | [removed: 7,147,130] [added: 7,253,353] | | | $ | [removed: 6,770,655] [added: 7,147,130] | | | $ | [removed: 5,450,058] [added: 6,770,655] | | | $ | [removed: 4,392,100] [added: 5,450,058] | |
| Total assets | [removed: 10,172,976] [added: 10,715,597] | | | | [removed: 9,686,649] [added: 10,172,976] | | | | [removed: 10,178,200] [added: 9,686,649] | | | | [removed: 9,189,406] [added: 10,178,200] | | | | [removed: 8,560,187] [added: 9,189,406] | | |
| Notes payable | [removed: 3,028,066] [added: 2,765,040] | | | | [removed: 3,006,967] [added: 3,028,066] | | | | [removed: 3,129,298] [added: 3,006,967] | | | | [removed: 2,109,841] [added: 3,129,298] | | | | [removed: 1,831,593] [added: 2,109,841] | | |
| Shareholders’ equity | [removed: 4,817,782] [added: 5,458,180] | | | | [removed: 4,154,026] [added: 4,817,782] | | | | [removed: 4,659,363] [added: 4,154,026] | | | | [removed: 4,759,325] [added: 4,659,363] | | | | [removed: 4,804,954] [added: 4,759,325] | | |
| Markets, at year-end | [removed: 44] [added: 42] | | | | [removed: 47] [added: 44] | | | | [removed: 49] [added: 47] | | | | [removed: 50] [added: 49] | | | | [removed: 49] [added: 50] | | |
| Closings (units) | [removed: 23,107] [added: 23,232] | | | | [removed: 21,052] [added: 23,107] | | | | [removed: 19,951] [added: 21,052] | | | | [removed: 17,127] [added: 19,951] | | | | [removed: 17,196] [added: 17,127] | | |
| Net new orders (units) | [removed: 22,833] [added: 24,977] | | | | [removed: 22,626] [added: 22,833] | | | | [removed: 20,326] [added: 22,626] | | | | [removed: 18,008] [added: 20,326] | | | | [removed: 16,652] [added: 18,008] | | |
| Backlog (units), at year-end | [removed: 8,722] [added: 10,507] | | | | [removed: 8,996] [added: 8,722] | | | | [removed: 7,422] [added: 8,996] | | | | [removed: 6,731] [added: 7,422] | | | | [removed: 5,850] [added: 6,731] | | |
| Average selling price (per unit) | $ | [removed: 425,000] [added: 427,000] | | | $ | [removed: 395,000] [added: 425,000] | | | $ | [removed: 373,000] [added: 395,000] | | | $ | [removed: 338,000] [added: 373,000] | | | $ | [removed: 329,000] [added: 338,000] | |
| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |
| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |
| Average active communities | 863 | | | | 832 | | | | 779 | | | | 705 | | | | 618 | | |
| Active communities, at year-end | 815 | | | | 790 | | | | 726 | | | | 620 | | | | 598 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
421 rewritten, 240 added, 218 removed, 939 unchanged
December 31, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]
| | [added: 2019 | | | |] 2018 | | | | 2017 | | |
| Cash and equivalents | $ | [removed: 1,110,088] [added: 1,217,913] | | | $ | [removed: 272,683] [added: 1,110,088] | |
| Restricted cash | [removed: 23,612] [added: 33,543] | | | | [removed: 33,485] [added: 23,612] | | |
| Total cash, cash equivalents, and restricted cash | [removed: 1,133,700] [added: 1,251,456] | | | | [removed: 306,168] [added: 1,133,700] | | |
| House and land inventory | [removed: 7,253,353] [added: 7,680,614] | | | | [removed: 7,147,130] [added: 7,253,353] | | |
| Land held for sale | [removed: 36,849] [added: 24,009] | | | | [removed: 68,384] [added: 36,849] | | |
| Residential mortgage loans available-for-sale | [removed: 461,354] [added: 508,967] | | | | [removed: 570,600] [added: 461,354] | | |
| Investments in unconsolidated entities | [removed: 54,590] [added: 59,766] | | | | [removed: 62,957] [added: 54,590] | | |
| Other assets | [removed: 830,359] [added: 895,686] | | | | [removed: 745,123] [added: 830,359] | | |
| Intangible assets | [removed: 127,192] [added: 124,992] | | | | [removed: 140,992] [added: 127,192] | | |
| Deferred tax assets, net | [removed: 275,579] [added: 170,107] | | | | [removed: 645,295] [added: 275,579] | | |
| Accounts payable, including book overdrafts of [removed: $54,381] [added: $51,827] and [removed: $72,800 in 2018] [added: $54,381 at December 31, 2019] and [removed: 2017,] [added: 2018,] respectively | $ | [removed: 352,029] [added: 435,916] | | | $ | [removed: 393,815] [added: 352,029] | |
| Customer deposits | [removed: 254,624] [added: 294,427] | | | | [removed: 250,779] [added: 254,624] | | |
| Accrued and other liabilities | [removed: 1,360,483] [added: 1,399,368] | | | | [removed: 1,356,333] [added: 1,360,483] | | |
| Income tax liabilities | [removed: 11,580] [added: 36,093] | | | | [removed: 86,925] [added: 11,580] | | |
| Financial Services debt | [removed: 348,412] [added: 326,573] | | | | [removed: 437,804] [added: 348,412] | | |
| Notes payable | [removed: 3,028,066] [added: 2,765,040] | | | | [removed: 3,006,967] [added: 3,028,066] | | |
| Total liabilities | [removed: 5,355,194] [added: 5,257,417] | | | | [removed: 5,532,623] [added: 5,355,194] | | |
| Common shares, $0.01 par value; 500,000,000 shares authorized, [removed: 277,109,507] [added: 270,235,297] and [removed: 286,752,436] [added: 277,109,507] shares issued and outstanding at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively | [removed: 2,771] [added: 2,702] | | | | [removed: 2,868] [added: 2,771] | | |
| Additional paid-in capital | [removed: 3,201,427] [added: 3,235,149] | | | | [removed: 3,171,542] [added: 3,201,427] | | |
| Accumulated other comprehensive loss | [removed: (345] [added: (245] | | ) | | [removed: (445] [added: (345] | | ) |
| Retained earnings | [removed: 1,613,929] [added: 2,220,574] | | | | [removed: 980,061] [added: 1,613,929] | | |
| Total shareholders’ equity | [removed: 4,817,782] [added: 5,458,180] | | | | [removed: 4,154,026] [added: 4,817,782] | | |
For the years ended December 31, [removed: 2018, 2017,] [added: 2019, 2018,] and [removed: 2016][added: 2017]
| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |
| Home sale revenues | $ | [removed: 9,818,445] [added: 9,915,705] | | | $ | [removed: 8,323,984] [added: 9,818,445] | | | $ | [removed: 7,451,315] [added: 8,323,984] | |
| Land sale and other revenues | [removed: 164,504] [added: 62,821] | | | | [removed: 61,542] [added: 164,504] | | | | [removed: 44,089] [added: 61,542] | | |
| | [removed: 9,982,949] [added: 9,978,526] | | | | [removed: 8,385,526] [added: 9,982,949] | | | | [removed: 7,495,404] [added: 8,385,526] | | |
| Financial Services | [removed: 205,382] [added: 234,431] | | | | [removed: 192,160] [added: 205,382] | | | | [removed: 181,126] [added: 192,160] | | |
| Total revenues | [removed: 10,188,331] [added: 10,212,957] | | | | [removed: 8,577,686] [added: 10,188,331] | | | | [removed: 7,676,530] [added: 8,577,686] | | |
| Home sale cost of revenues | [removed: (7,540,937] [added: (7,628,700] | | ) | | [removed: (6,461,152] [added: (7,540,937] | | ) | | [removed: (5,587,974] [added: (6,461,152] | | ) |
| Land sale cost of revenues | [removed: (126,560] [added: (56,098] | | ) | | [removed: (134,449] [added: (126,560] | | ) | | [removed: (32,115] [added: (134,449] | | ) |
| | [removed: (7,667,497] [added: (7,684,798] | | ) | | [removed: (6,595,601] [added: (7,667,497] | | ) | | [removed: (5,620,089] [added: (6,595,601] | | ) |
| Financial Services expenses | [removed: (147,422] [added: (130,770] | | ) | | [removed: (119,289] [added: (147,422] | | ) | | [removed: (108,573] [added: (119,289] | | ) |
| Selling, general, and administrative expenses | [removed: (1,012,023] [added: (1,044,337] | | ) | | [removed: (891,581] [added: (1,012,023] | | ) | | [removed: (957,150] [added: (891,581] | | ) |
| Other expense, net | [removed: (13,849] [added: (13,476] | | ) | | [removed: (32,387] [added: (13,849] | | ) | | [removed: (56,868] [added: (32,387] | | ) |
| Income before income taxes | [removed: 1,347,540] [added: 1,339,576] | | | | [removed: 938,828] [added: 1,347,540] | | | | [removed: 933,850] [added: 938,828] | | |
| Income tax expense | [removed: (325,517] [added: (322,876] | | ) | | [removed: (491,607] [added: (325,517] | | ) | | [removed: (331,147] [added: (491,607] | | ) |
| Net income | $ | [removed: 1,022,023] [added: 1,016,700] | | | $ | [removed: 447,221] [added: 1,022,023] | | | $ | [removed: 602,703] [added: 447,221] | |
| | 2019 | | | | 2018 | | |
| | $ | 10,715,597 | | | $ | 10,172,976 | |
| | $ | 10,715,597 | | | $ | 10,172,976 | |
For the years ended December 31, 2019, 2018, and 2017
For the years ended December 31, 2019, 2018, and 2017
| Share issuances | 1,008 | | | 13 | | | | 3,555 | | | | — | | | | — | | | | 3,568 | | |
| Share repurchases | (35,698 | ) | | (360 | | ) | | — | | | | — | | | | (909,971 | | ) | | (910,331 | | ) |
| Cash paid for shares withheld for taxes | — | | | — | | | | — | | | | — | | | | (5,995 | | ) | | (5,995 | | ) |
| Share issuances | 1,210 | | | 12 | | | | 3,475 | | | | — | | | | — | | | | 3,487 | | |
| Share repurchases | (11,457 | ) | | (115 | | ) | | — | | | | — | | | | (294,451 | | ) | | (294,566 | | ) |
| Cash paid for shares withheld for taxes | — | | | — | | | | (284 | | ) | | — | | | | (7,626 | | ) | | (7,910 | | ) |
| Share issuances | 1,013 | | | 10 | | | | 5,790 | | | | — | | | | — | | | | 5,800 | | |
| Dividends declared | — | | | — | | | | — | | | | — | | | | (124,356 | | ) | | (124,356 | | ) |
| Share repurchases | (8,435 | ) | | (84 | | ) | | — | | | | — | | | | (274,249 | | ) | | (274,333 | | ) |
| Cash paid for shares withheld for taxes | — | | | — | | | | — | | | | — | | | | (11,450 | | ) | | (11,450 | | ) |
| Net income | — | | | — | | | | — | | | | — | | | | 1,016,700 | | | | 1,016,700 | | |
| Shareholders' Equity, December 31, 2019 | 270,235 | | | $ | 2,702 | | | $ | 3,235,149 | | | $ | (245 | ) | | $ | 2,220,574 | | | $ | 5,458,180 | |
For the years ended December 31, 2019, 2018, and 2017
| Net income | $ | 1,016,700 | | | $ | 1,022,023 | | | $ | 447,221 | |
| Investments in unconsolidated entities | (9,515 | | ) | | (1,000 | | ) | | (23,037 | | ) |
| Business acquisition | (163,724 | | ) | | — | | | | — | | |
| Debt issuance costs | — | | | | (8,164 | | ) | | — | | |
| Repayments of notes payable | (309,985 | | ) | | (82,775 | | ) | | (134,747 | | ) |
| Share repurchases | (274,333 | | ) | | (294,566 | | ) | | (910,331 | | ) |
| Cash paid for shares withheld for taxes | (11,450 | | ) | | (7,910 | | ) | | (5,995 | | ) |
In April 2019, we acquired certain assets of American West, located in Las Vegas, Nevada, for $163.7 million.
In January 2020, we acquired substantially all of the operations of Innovative Construction Group, an offsite construction framing company located in Jacksonville, Florida.
This acquisition is not expected to have a material impact on our results of operations or financial condition.
Intangible assets also include tradenames acquired in connection with acquisitions and totaled $84.6 million, net of accumulated amortization of $204.4 million, at December 31, 2019, and $86.8 million, net of accumulated amortization of $190.2 million, at December 31, 2018.
Such tradenames are generally being amortized over 20\-year lives.
| Loss on debt retirement ([Note 5](#s591BB4958EA85F56A5A504D4B6195BA5)) | (4,927 | | ) | | (76 | | ) | | — | | |
| Miscellaneous, net | 1,865 | | | | 7,354 | | | | (7,269 | | ) |
| Net income | $ | 1,016,700 | | | $ | 1,022,023 | | | $ | 447,221 | |
probable that the stated performance targets will be achieved and record cumulative adjustments in the period in which estimates change.
See [Note 11](#s64FF783BAC83585485E93A44A2331B86) for information on warranties and related obligations.
Such
See [Note 2](#s0A3EF84B1B27507E91E2C055089EF42C).
| | $ | 299,437 | | | $ | 3,221,962 | | | $ | 218,568 | | | $ | 2,602,410 | |
*Warranty liabilities*
See [Note 11](#s64FF783BAC83585485E93A44A2331B86).
PULTEGROUP, INC.
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | $ | 10,172,976 | | | $ | 9,686,649 | |
| | | | | | | | | | | | |
| Shareholders' Equity, December 31, 2015 | 349,149 | | | $ | 3,491 | | | $ | 3,093,802 | | | $ | (609 | ) | | $ | 1,662,641 | | | $ | 4,759,325 | |
| Share issuances, net of cancellations | 530 | | | 5 | | | | 8,851 | | | | — | | | | — | | | | 8,856 | | |
| Dividends declared | — | | | — | | | | — | | | | — | | | | (122,240 | | ) | | (122,240 | | ) |
| Share repurchases | (31,087 | ) | | (310 | | ) | | — | | | | — | | | | (602,896 | | ) | | (603,206 | | ) |
| Excess tax benefits (deficiencies) from share-based compensation | — | | | — | | | | (10,629 | | ) | | — | | | | — | | | | (10,629 | | ) |
| Net income | — | | | — | | | | — | | | | — | | | | 602,703 | | | | 602,703 | | |
| Share issuances, net of cancellations | 730 | | | 10 | | | | 3,555 | | | | — | | | | — | | | | 3,565 | | |
| Share repurchases | (35,420 | ) | | (357 | | ) | | — | | | | — | | | | (915,966 | | ) | | (916,323 | | ) |
| Excess tax benefits (deficiencies) from share-based compensation | — | | | — | | | | — | | | | — | | | | — | | | | — | | |
| Share issuances, net of cancellations | 935 | | | 9 | | | | 3,475 | | | | — | | | | — | | | | 3,484 | | |
| Share repurchases | (11,182 | ) | | (112 | | ) | | (284 | | ) | | — | | | | (302,077 | | ) | | (302,473 | | ) |
| Investment in unconsolidated subsidiaries | (1,000 | | ) | | (23,037 | | ) | | (14,539 | | ) |
| Repayments of debt | (82,775 | | ) | | (134,747 | | ) | | (986,919 | | ) |
| Share repurchases | (302,473 | | ) | | (916,323 | | ) | | (603,206 | | ) |
We acquired substantially all of the assets of JW Homes ("Wieland") in January 2016, for $430.5 million in cash and the assumption of certain payables related to such assets.
We also assumed a sales order backlog of 317 homes.
Effective with our first quarter 2018 reporting, we reclassified customer deposit income from other expense, net to land sale and other revenues.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Intangible assets also include tradenames acquired in connection with the 2016 acquisition of Wieland, the 2009 acquisition of Centex, and the 2001 acquisition of Del Webb, all of which are being amortized over 20\-year lives.
The acquired cost and accumulated amortization of our tradenames were $277.0 million and $190.2 million, respectively, at December 31, 2018, and $277.0 million and $176.4 million, respectively, at December 31, 2017.
| Lease exit and related costs *(a)* | (240 | | ) | | (1,729 | | ) | | (11,643 | | ) |
| Miscellaneous, net *(c)* | 7,518 | | | | (5,540 | | ) | | (25,155 | | ) |
| *(a)* | *Lease exit and related costs resulted from actions taken to reduce overheads and the substantial completion of our corporate headquarters relocation from Michigan to Georgia, which began in 2013.* |
| *(c)* | *Miscellaneous, net includes a charge of* *$15.0 million* *in* *2016* *related to the settlement of a disputed land transaction (see* [*Note 11*](#s08405A1748BF8D18F622CFAC734D9F79)*).* |
Our earnings per share excluded 1.8 million potentially dilutive instruments in 2016.
| Denominator: | | | | | | | | | | | |
| Basic shares outstanding | 283,578 | | | | 305,089 | | | | 339,747 | | |
| Diluted shares outstanding | 284,865 | | | | 306,814 | | | | 342,123 | | |
| Earnings per share: | | | | | | | | | | | |
During 2018, we closed on a number of land sale transactions that generated gains totaling $31.4 million, as the proceeds from the sales exceeded the cost basis of the land.
Substantially all performance obligations related to these transactions were satisfied at closing.
This includes the cost related to optional upgrades and seller-paid financing costs, closing costs, homeowners’ association fees, or merchandise.
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | $ | 218,568 | | | $ | 2,602,410 | | | $ | 207,987 | | | $ | 2,462,579 | |
An excerpt. Shown here: 40 of 421 rewritten, 40 of 240 added and 40 of 218 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2019 filing and the FY2018 filing.
Item 9A. CONTROLS AND PROCEDURES
11 rewritten, 1 added, 1 removed, 34 unchanged
Management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2018.][added: 2019.]
Based upon, and as of the date of that evaluation, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2018.][added: 2019.]
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: 2018.][added: 2019.]
Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]
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: 2018.][added: 2019.]
[removed: The] [added: To the Shareholders and the] Board of Directors [removed: and Shareholders] of PulteGroup, Inc.
We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, PulteGroup, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the COSO [removed: criteria.][added: criteria.]
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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: 2018,] [added: 2019,] and the related notes and our report dated January [removed: 31, 2019] [added: 30, 2020] expressed an unqualified opinion thereon.
Atlanta, [removed: Georgia][added: GA]
There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2018] [added: 2019] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
January 30, 2020
January 31, 2019
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: 2019] [added: 2020] Annual Meeting of Shareholders [removed: (“2019] [added: (“2020] Proxy Statement”), which will be filed no later than 120 days after December 31, [removed: 2018,] [added: 2019,] 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: 2019] [added: 2020] Proxy Statement under the caption [removed: “Beneficial Security Ownership -] [added: “Delinquent] Section 16(a) [removed: Beneficial Ownership Reporting Compliance,”] [added: Reports,”] 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: 2019] [added: 2020] 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: 2019] [added: 2020] Proxy Statement under the captions [removed: “2018] [added: “2019] Executive Compensation” and [removed: “2018] [added: “2019] 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: 2019] [added: 2020] 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, 2 unchanged
Information required by this Item will be contained in the [removed: 2019] [added: 2020] Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Board of Directors Information” and is incorporated herein by this reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 3 unchanged
Information required by this Item will be contained in the [removed: 2019] [added: 2020] 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, 6 added, 2 removed, 96 unchanged
| [Consolidated Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017](#s4A0815116A54A9629ED6CFAC7001FA3F)] [added: 2018](#s17A96156A14957AEBEEDA7EE3A4DBB1B)] | [removed: [42](#s4A0815116A54A9629ED6CFAC7001FA3F)] [added: [40](#s17A96156A14957AEBEEDA7EE3A4DBB1B)] |
| [Consolidated Statements of Operations for the years ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016](#sEAD5827FC3CC4CABA8BCCFAC7020FDD7)] [added: 2017](#s2D6287C15F9C5EAA9E65DEBF81005FC0)] | [removed: [43](#sEAD5827FC3CC4CABA8BCCFAC7020FDD7)] [added: [41](#s2D6287C15F9C5EAA9E65DEBF81005FC0)] |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016](#sC668C03F9088CFF1A747CFAC7030B900)] [added: 2017](#s60BEB0F5E0B056E5BF88680AC5DC2889)] | [removed: [44](#sC668C03F9088CFF1A747CFAC7030B900)] [added: [42](#s60BEB0F5E0B056E5BF88680AC5DC2889)] |
| [Consolidated Statements of Shareholders' Equity for the years ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016](#s5FECE0B5C8004DFED2CACFAC703094C6)] [added: 2017](#sD089FEF0515658D49B4E53EBFF0CC1AC)] | [removed: [45](#s5FECE0B5C8004DFED2CACFAC703094C6)] [added: [43](#sD089FEF0515658D49B4E53EBFF0CC1AC)] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016](#sCAD4D7BC1DA5879BD2D0CFAC709D3EA9)] [added: 2017](#sD26725AE90515593B239C8D481E2C11D)] | [removed: [46](#sCAD4D7BC1DA5879BD2D0CFAC709D3EA9)] [added: [44](#sD26725AE90515593B239C8D481E2C11D)] |
| [Notes to Consolidated Financial [removed: Statements](#sD7053B84F0932C55AA7ACFACA53EC02A)] [added: Statements](#s0AAD782310425D4DAB9A4C728E966795)] | [removed: [47](#sD7053B84F0932C55AA7ACFACA53EC02A)] [added: [45](#s0AAD782310425D4DAB9A4C728E966795)] |
| | | [removed: (d)] [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)](http://www.sec.gov/Archives/edgar/data/822416/000095012408002422/k26875exv10w2.htm)* |
| | | [removed: (e)] [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)](http://www.sec.gov/Archives/edgar/data/822416/000095012408002422/k26875exv10w3.htm)* |
| | | [removed: (f)] [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)](http://www.sec.gov/Archives/edgar/data/822416/000095012408002422/k26875exv10w4.htm)* |
| | | [removed: (g)] [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)](http://www.sec.gov/Archives/edgar/data/822416/000095012408002422/k26875exv10w5.htm)* |
| | | [removed: (h)] [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)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)* |
| | | [removed: (i)] [added: (j)] | | [Amendment Number One to the PulteGroup, Inc. 2013 Stock Incentive Plan dated February 10, 2017 (Incorporated by reference to Exhibit 10 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241617000021/exhibit10a-amendmentstocki.htm)* |
| | | [removed: (j)] [added: (k)] | | [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)](http://www.sec.gov/Archives/edgar/data/822416/000119312509227055/dex10a.htm)* |
| | | [removed: (k)] [added: (l)] | | [Form of Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. 2013 Stock Incentive Plan (Incorporated by reference to Exhibit 10(k) of our Annual Report on Form 10-K for the year ended December 31, 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000009/exhibit10l-amendedrsuagree.htm)* |
| | | [removed: (l)] [added: (s)] | | [removed: [Form of Restricted Stock Award Agreement (as amended) under PulteGroup,] [added: [PulteGroup,] Inc. [removed: 2004 Stock Incentive Plan] [added: Amended Retirement Policy (Effective November 30, 2017)] (Incorporated by reference to Exhibit [removed: 10(p)] [added: 10(u)] of our Annual Report on Form 10-K for the year ended December 31, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241614000010/exhibit10p-restrictedstock.htm)*] [added: 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000009/exhibit10u-amendedpulteret.htm)*] |
| | | [removed: (o)] [added: (q)] | | [Form of Performance [removed: Share] Award Agreement under PulteGroup, Inc. [removed: 2004 Stock] [added: 2008 Senior Management] Incentive Plan (Incorporated by reference to Exhibit [removed: 10(w)] [added: 10(a)] of our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2011 )](http://www.sec.gov/Archives/edgar/data/822416/000082241612000010/exhibit10w-performanceshar.htm)*] [added: 2012)](http://www.sec.gov/Archives/edgar/data/822416/000082241612000020/exhibit10aperformanceaward.htm)*] |
| | | [removed: (p)] [added: (o)] | | [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)](http://www.sec.gov/Archives/edgar/data/822416/000095012406002524/k04976exv10wxay.txt)* |
| | | [removed: (q)] [added: (p)] | | [PulteGroup, Inc. Deferred Compensation Plan For Non-Employee Directors, as amended and restated effective as of January 1, 2017 (Incorporated by reference to Exhibit 10(b) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241617000049/exhibit10bpultedeferredcom.htm)* |
| | | [removed: (r)] [added: (z)] | | [removed: [Assignment] [added: [Sixth Amendment to Amended] and [removed: Assumption] [added: Restated Master Repurchase] Agreement dated [removed: as of] August [removed: 18, 2009 between PulteGroup, Inc. and Centex Corporation] [added: 3, 2018] (Incorporated by reference to Exhibit 10.1 of [removed: our] [added: PulteGroup, Inc.'s] Current Report on Form 8-K, filed with the SEC on August [removed: 20, 2009)](http://www.sec.gov/Archives/edgar/data/822416/000119312509178969/dex101.htm)] [added: 9, 2018)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000040/ex-101sixthamendmenttoamen.htm)] |
| | | [removed: (s)] [added: (d)] | | [removed: [Form of Performance Award Agreement under PulteGroup,] [added: [PulteGroup,] Inc. [removed: 2008] [added: 2019] Senior Management Incentive Plan (Incorporated by reference to Exhibit [removed: 10(a)] [added: 10.1] of our [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for] [added: 8-K, filed with] the [removed: quarter ended March 31, 2012)](http://www.sec.gov/Archives/edgar/data/822416/000082241612000020/exhibit10aperformanceaward.htm)*] [added: SEC on February 8, 2019)*](http://www.sec.gov/Archives/edgar/data/822416/000082241619000010/seniormanagementincentivep.htm)] |
| | | [removed: (t)] [added: (r)] | | [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)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)* |
| | | [removed: (v)] [added: (t)] | | [Second Amended and Restated Credit Agreement dated June 22, 2018 among PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on June 22, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000029/a8-ksecondamendedandrestat.htm)] [added: 2018)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000029/ex101phm-2ndamendmenttorca.htm)] |
| | | [removed: (w)] [added: (u)] | | [Amended and Restated Master Repurchase Agreement dated September 4, 2015, among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party hereto and Pulte Mortgage LLC, as Seller (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on September 8, 2015)](http://www.sec.gov/Archives/edgar/data/822416/000082241615000027/pultemortgageexecutedame.htm) |
| | | [removed: (x)] [added: (v)] | | [Second Amendment to Amended and Restated Master Repurchase Agreement dated June 24, 2016 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on June 29, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000074/ex101-2ndamendmenttopmcpur.htm) |
| | | [removed: (y)] [added: (w)] | | [Third Amendment to Amended and Restated Master Repurchase Agreement dated August 15, 2016 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 17, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000087/ex101-3rdamendmenttopmcpur.htm) |
| | | [removed: (z)] [added: (x)] | | [Fourth Amendment to Amended and Restated Master Repurchase Agreement dated December 27, 2016 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on December 29, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000100/ex101-4thamendmenttopmcrep.htm) |
| | | [removed: (aa)] [added: (y)] | | [Fifth Amendment to Amended and Restated Master Repurchase Agreement dated August 14, 2017 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 15, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241617000039/a8-k5thamendmenttopmcrepur.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241617000039/ex101-fifthamendmenttopmcm.htm)] |
| | | [removed: (ab)] [added: (ac)] | | [Letter [removed: Agreement, dated July 20, 2016,] [added: Agreement] by and [removed: between Elliott Associates, L.P., Elliott International, L.P.] [added: among William J. Pulte (grandson of the founder), William J. Pulte (founder), William J. Pulte Trust dtd 01/26/90, Joan B. Pulte Trust dtd 01/26/90] and PulteGroup, [removed: Inc.] [added: Inc., dated September 8, 2016] (Incorporated by reference to Exhibit [removed: 10(d)] [added: 10.1] of PulteGroup, Inc.'s [added: Current Report on] Form [removed: 10-Q,] [added: 8-K,] filed with the SEC on [removed: July 21, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000085/exhibit10d.htm)] [added: September 8, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000089/ex101-letteragreement.htm)] |
| | | [removed: (ac)] [added: (aa)] | | [removed: [Letter Agreement by and among William J. Pulte (grandson of the founder), William J. Pulte (founder), William J. Pulte Trust dtd 01/26/90, Joan B. Pulte Trust dtd 01/26/90] [added: [Ninth Amendment to Amended] and [removed: PulteGroup, Inc.,] [added: Restated Master Repurchase Agreement] dated [removed: September 8, 2016] [added: August 1, 2019] (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on [removed: September 8, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000089/a8-kdirectorappointmentsan.htm)] [added: August 5, 2019)](http://www.sec.gov/Archives/edgar/data/822416/000082241619000038/a9thamendmenttomra.htm)] |
| (21) | | | | [Subsidiaries of the Registrant (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241619000008/exhibit21-subsidiaryli.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241620000007/exhibit21-subsidiaryli.htm)] |
| (23) | | | | [Consent of Independent Registered Public Accounting Firm (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241619000008/exhibit23-consent123118.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241620000007/exhibit23-consent123119.htm)] |
| (24) | | | | [Power of Attorney (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241619000008/exhibit24-powerofattor.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241620000007/exhibit24-powerofattor.htm)] |
| (31) | | (a) | | [Rule 13a-14(a) Certification by Ryan R. Marshall, President and Chief Executive Officer (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241619000008/exhibit31aceocertifica.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241620000007/exhibit31aceocertifica.htm)] |
| | | (b) | | [Rule 13a-14(a) Certification by Robert T. O'Shaughnessy, Executive Vice President and Chief Financial Officer (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241619000008/exhibit31bcfocertifica.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241620000007/exhibit31bcfocertifica.htm)] |
| (32) | | | | [Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (Furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241619000008/exhibit32-certificatio.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241620000007/exhibit32-certificatio.htm)] |
| 101.SCH | | | | [added: Inline] XBRL Taxonomy Extension Schema Document |
| 101.CAL | | | | [added: Inline] XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | | | [removed: XBRL] [added: InlineXBRL] Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | | | [added: Inline] XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | | | [added: Inline] XBRL Taxonomy Extension Presentation Linkbase Document |
| | | (e) | | [Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 7, 2019)](http://www.sec.gov/Archives/edgar/data/822416/000119312519067408/d705040dex41.htm) |
| | | (f) | | [Description of the Registrant's Securities (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241620000007/exhibit4f-descriptiono.htm) |
| | | (ab) | | [Tenth Amendment to Amended and Restated Master Repurchase Agreement dated August 7, 2019 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 9, 2019)](http://www.sec.gov/Archives/edgar/data/822416/000082241619000041/a10thamendmenttomra.htm) |
| 101.INS | | | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. |
| | | | | |
| 104 | | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | | (u) | | [PulteGroup, Inc. Amended Retirement Policy (Effective November 30, 2017) (Incorporated by reference to Exhibit 10(u) of our Annual Report on Form 10-K for the year ended December 31, 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000009/exhibit10u-amendedpulteret.htm)* |
| 101.INS | | | | XBRL Instance Document |
Item 16. FORM 10-K SUMMARY
1 rewritten, 1 added, 1 removed, 43 unchanged
| January [removed: 31, 2019] [added: 30, 2020] | By: | | /s/ Robert T. O'Shaughnessy |
| | January 30, 2020 | | | | | | |
| | January 31, 2019 | | | | | | |