PulteGroup (PHM) 10-K risk factor changes: FY2021 vs FY2020

Our business has been materially and adversely disrupted by the [removed: present] [added: ongoing] outbreak and worldwide spread of COVID-19 and could be materially and adversely disrupted by another epidemic or pandemic, or similar public threat, or fear of such an event, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it.

[removed: An] [added: Any] epidemic, pandemic, or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended [removed: period, and thereby, and/or along with any associated economic and/or social instability or distress, have a significant adverse impact on our consolidated financial statements.][added: period.]

[removed: Along with these declarations, extraordinary and wide-ranging actions were taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in] regions across the United States and the world, including quarantines, “shelter-in-place” orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations.

[added: Those restrictions, combined with a reduction in the availability, capacity, and efficiency of municipal and private services] necessary to progress land development, homebuilding, mortgage loan originations, and home sales, which in each case varied by market depending on the scope of the restrictions local authorities have established, tempered our sales pace and delayed home construction and deliveries.

While our operations are now fully functioning, subject to regulated restrictions and safety constraints we have enacted in order to protect our employees, trade contractors, and customers, the current resurgence of the COVID pandemic in key areas of our operations [added: has caused significant lost time due to isolations and any future quarantine] may require us to [removed: implement] [added: reinstate] restrictions on our operations.

Despite the development of [removed: a vaccine] [added: vaccines] and more effective treatments for the physical impacts of COVID-19, there are no reliable estimates of how long the COVID-19 pandemic will last, and therefore, the unpredictability of the current economic and public health conditions will continue to evolve.

Our business could also be negatively impacted over the medium-to-longer term if the disruptions related to COVID-19 decrease consumer confidence generally or with respect to purchasing a home; cause civil unrest; precipitate a prolonged economic downturn and/or an extended rise in unemployment or tempering of wage growth, any of which could lower demand for our products, impair our ability to sell and build homes in a typical manner or at all, generate revenues and cash flows, and/or access the capital or lending markets (or significantly increase the costs of doing so), as may be necessary to sustain our business; [added: further] increase the costs or decrease the supply of building materials or the availability of subcontractors and other talent, including as a result of infections or medically necessary or recommended self-quarantining, or governmental mandates to direct production activities to support public health efforts; and/or result in our recognizing charges in future periods, which may be material, for inventory impairments or land option contract abandonments, or both, related to our current inventory assets.

The unprecedented uncertainty surrounding COVID-19, due to rapidly changing governmental directives, public health challenges and progress, macroeconomic consequences, and market reactions thereto, also makes it more challenging for our management to estimate the future performance of our business and develop strategies to generate growth or achieve our objectives for [removed: 2021] [added: 2022] and beyond.

Should the adverse impacts described above (or others that are currently unknown) [removed: occur,] [added: occur or worsen in the future,] whether individually or collectively, we would expect to experience, among other things, increases in the cancellation rates for homes in our backlog, and decreases in our net orders, homes delivered, revenues, and [removed: profitability, as we experienced in the first few weeks of our second quarter of 2020.][added: profitability.]

In addition, should the COVID-19 public health effort and governmental restrictions in response to the pandemic [removed: instensify] [added: intensify] to such an extent that we cannot operate in most or all of our served markets, we could generate few or no orders and deliver few, if any, homes during the applicable period, which could be prolonged.

The residential homebuilding industry is sensitive to changes in economic conditions and other factors, such as the level of employment, consumer confidence, consumer income, [added: product affordability,] availability of financing, [added: inflation,] and interest rate levels.

Increases in interest rates [removed: or decreases in the availability of mortgage financing] could adversely affect the market for new homes.

These developments have [added: historically] had, and may [removed: continue to] [added: in the future] have, a material adverse effect on the overall demand for new housing and thereby on the results of operations of our business.

Additionally, the availability of FHA and VA mortgage [removed: financing] [added: financing, which] is [added: subject to the same interest rate and lending term risks, is] an important factor in marketing some of our [removed: homes.][added: homes, and reduced availability of these financing options could negatively impact our results of operations.]

Inflation [removed: may result] [added: has resulted] in increased costs that we may not be able to recoup.

In an inflationary environment, economic conditions and other market factors may make it difficult for us to raise home prices enough to keep up with the rate of inflation, which [removed: would] [added: could] reduce our profit [removed: margins.][added: margins or reduce the number of consumers who can afford to purchase one of our homes.]

Although the rate of inflation has been historically low [removed: for the last several] [added: in recent] years, we [removed: currently] are [added: currently] experiencing [added: historically significant] increases in the prices of labor and certain materials [removed: above] [added: as a result of] the [removed: general inflation rate.][added: COVID-19 pandemic and increased demand for new homes.]

As competition for suitable land increases, and as available land is developed, the cost of acquiring suitable [removed: remaining] land could rise, and the availability of suitable land at acceptable prices may decline.

[removed: If housing] demand decreases below what we anticipated when we acquired our inventory, we may not be able to make profits similar to what we have made in the past, we may experience less than anticipated profits, and/or we may not be able to recover our costs when we sell and build homes.

Labor shortages in certain of our markets have become more acute in recent years as the supply chain adjusts to industry [removed: growth.][added: growth and the labor force has lost significant time due to people infected with COVID-19.]

[removed: During 2020 and 2019,] [added: As a result, during 2021,] we experienced supply chain constraints, increases in the prices of some building materials, and shortages of skilled labor in [removed: some areas.][added: all of our markets.]

[added: We may not be able to pass on increases in construction] costs to customers and generally are unable to pass on any such increases to customers who have already entered into sales contracts as those sales contracts generally fix the price of the home at the time the contract is signed, which may be well in advance of the construction of the home.

These assessments have increased over recent years as other funding mechanisms have [removed: decreased] [added: decreased,] causing local governing authorities to seek greater contributions from homebuilders.

We reserve for costs to cover our self-insured and deductible amounts under these policies and for any costs of claims and lawsuits based on an analysis of our historical claims, which includes an estimate of claims incurred [added: but not yet reported.]

Our insurance coverage, our subcontractor arrangements, and our reserves may not be adequate to address all our warranty and construction defect claims in the [removed: future.][added: future, and there is typically a lag between our payment of claims and reimbursements from applicable insurance carriers.]

When we learn of practices that do not comply with applicable [removed: laws or] [added: laws,] regulations, [added: or government guidelines,] including practices relating to homes, buildings, or multifamily properties we build or finance, we move to stop the non-complying practices as soon as possible, and we have taken disciplinary action regarding 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.

However, regardless of the steps we take after we learn of practices that do not comply with applicable [removed: laws or] [added: laws,] regulations, [added: or government guidelines,] we can in some instances be subject to fines or other governmental penalties, and our reputation can be injured, due to the practices' having taken place.

However, various governmental agencies [removed: are trying] [added: have attempted] to hold contract parties like us responsible for violations of wage and hour laws and other work-related laws by firms whose employees are performing contracted services.

For instance, in [removed: 2019 and 2018,] [added: 2019,] several hurricanes caused disruptions in our southeastern coastal markets but did not result in a material impact to our results of operations.

In addition, while they also did not have a material impact on our business in [removed: 2020 or 2019,] [added: 2019 - 2021,] the increased prevalence of forest fires in our western markets have caused disruptions to our sales operations and development delays.

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 [removed: costs and greater competition for more desirable land parcels.]

At December 31, [removed: 2020,] [added: 2021,] we had cash, cash equivalents, and restricted cash of [removed: $2.6] [added: $1.8] billion as well as [removed: $750.3] [added: $701.2] million available under our revolving credit facility ("Revolving Credit [removed: Facility"), less any outstanding letters of credit issued under the terms of our credit facilities.][added: Facility").]

Another source of liquidity [removed: includes] [added: is] our ability to use letters of credit and surety bonds relating to certain performance-related obligations and as security for certain land option agreements and insurance programs.

At December 31, [removed: 2020,] [added: 2021,] we had outstanding letters of credit and surety bonds totaling [removed: $249.7] [added: $298.8] million and [removed: $1.5] [added: $1.8] billion, respectively.

As of December 31, [removed: 2020,] [added: 2021,] we had deferred tax [removed: assets, net of deferred tax liabilities,] [added: assets] of [removed: $102.5] [added: $164.2] million, against which we provided a valuation allowance of [removed: $69.8] [added: $25.2] million.

Our ability to utilize net operating losses [removed: (“NOLs”), built-in losses (“BILs”),] [added: (“NOLs”)] and [added: other] tax [removed: credit carryforwards] [added: attributes] to offset our future taxable income or income tax would be limited if we were to undergo an “ownership change” within the meaning of Section 382 of the Internal Revenue Code (the “IRC”).

An [removed: ownership change] [added: "ownership change"] under Section 382 of the IRC would establish an annual limitation to the amount of [removed: NOLs, BILs,] [added: NOLs] and [added: other] tax [removed: credit carryforwards] [added: attributes] we could utilize to offset our taxable income or income tax in any single year.

The application of these limitations might prevent full utilization of the deferred tax [removed: assets attributable to our NOLs, BILs, and tax credit carryforwards.][added: assets.]

To preserve our ability to utilize [removed: NOLs, BILs,] [added: NOLs] and other tax [removed: benefits] [added: attributes] in the future without a Section 382 limitation, we adopted a shareholder rights plan, which is triggered upon certain transfers of our securities, and amended our by-laws to prohibit certain transfers of our securities.

To date, the significant majority of these claims made by investors against our mortgage operations relate to loans originated prior to 2009, during which [added: time] inherently riskier loan products became more common in the origination market.

Similarly, the Federal Reserve has recently announced that it plans to increase the federal borrowing interest rate multiple times in 2022, which could negatively impact new home purchases.

A decrease in the availability of mortgage financing generally could also adversely impact the market for new homes, which could result from lenders increasing the qualifications needed for mortgages or adjusting their terms to address any increased credit risk.

These increases have increased our operational costs in recent periods, and if the current inflationary environment continues or worsens, we may not be able to adjust the pricing we charge for homes to offset these increased costs in the future, which would adversely impact our results of operations and cash flows.

Consumer demand for our homes has also increased beyond the growth of the residential construction labor pool, which has been stunted by the COVID-19 pandemic and related responsive measures.

Additionally, the supply of certain building materials, especially lumber, wood-based materials such as roof and floor trusses and oriented strand boards, steel, resin, concrete, copper, and petroleum-based materials, is limited and has been impacted by the combination of strong consumer demand, disruptions in the global supply chain caused by the COVID-19 pandemic, and major weather events at the point of manufacture of certain products.

This increase in demand and the consolidation of ownership of the source of supply for certain building materials have combined to significantly increase the prices of those materials.

Increased costs and shortages of labor and materials have caused increases in construction costs, construction delays, and increased backlog, which required us to moderate lot releases and pace new orders in the majority of our communities.

If housing

Significant weather events have contributed to plant closures and transportation delays that have exacerbated stress on our supply chain.

costs and greater competition for more desirable land parcels.

In addition, our shareholder rights plan may adversely affect the marketability of our common stock, because any non-exempt third party that acquires shares of our common stock in excess of the applicable threshold would suffer substantial dilution of its ownership interest.

Along with these declarations, extraordinary and wide-ranging actions were taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in

The inconsistent and unpredictable impacts of the COVID-19 virus and the evolution of new variants with different characteristics impacting different areas of the country at different times throughout 2021 caused us to adjust our planning and operations at various times.

The cumulative effect of the COVID-19 pandemic on the global supply chain and our operations, plus an increase in consumer demand, contributed to delays in production in most of our markets through the date of this report.

As a result, the impact of such public health issues and the related governmental actions could have a significant adverse impact on our consolidated financial statements.

In addition, the costs of maintaining adequate protection and insurance against such threats, as they develop in the future (or as legal requirements related to data security increase) could be material.

Breaches of our computer or data systems, including those operated by third parties on our behalf, could result in the unintended public disclosure or the misappropriation of our proprietary information or personal and confidential information, about our employees, customers and business partners, requiring us to incur significant expense to address and resolve.

The misappropriation and/or release of confidential information may also lead to legal or regulatory proceedings against us by affected individuals and the outcome of such proceedings, which could include penalties or fines and require us to incur significant costs to remediate or otherwise resolve.

Depending on its nature, a particular breach or series of breaches of our systems may result in the unauthorized use, appropriation or loss of confidential or proprietary information on a one-time or continuing basis, which may not be detected for a period of time.

Also, the loss of a

For instance, our business was impacted by restrictions on travel, the inability to keep our sales centers open for in-person customer interactions, limits on our ability to continue physical construction of homes and adjustments to many of our other business processes to limit direct interactions.

The severity of these restrictions and the extent of their impact on our operations has varied by market based upon the scope of "shelter in place" orders and public health conditions.

While all of the above-referenced steps were necessary and appropriate in light of the COVID-19 pandemic, they have impacted our ability to operate our business in its ordinary and traditional course.

Those restrictions, combined with a reduction in the availability, capacity, and efficiency of municipal and private services

The inconsistent pace of recovery from the cessation of normal activities in the second quarter of 2020 impacted our ability to start homes in that quarter, which impacts our ability to advance production at typical paces in some markets through the date of this report.

The potential magnitude or duration of the business and economic impacts from the unprecedented public health effort to contain and combat the spread of COVID-19 are uncertain and could include, among other things, significant volatility in financial markets.

The COVID-19 public health effort may be intensified to such an extent that we will not be able to conduct any business operations in certain of our served markets or at all for an indefinite period.

In addition, efforts by local governments and agencies to lift restrictions on individuals’ daily activities and businesses’ normal operations may result in a resurgence of a pandemic or epidemic like COVID-19 and potentially prolong and intensify the impact of the crisis.

Our business has also been impacted by constraints to the labor and supply chain we rely on to construct our homes.

The continuing pandemic has caused our employees and those of our trade partners to miss workdays due to illness or quarantine.

In addition, our supply chain has been impacted by similar labor interruptions slowing production capacity and by increased demand on raw materials generated in part by the COVID pandemic.

The combination of these factors can lead to increased costs and reductions in our production times.

While the economic impact of COVID-19 may be reduced by financial assistance under the Coronavirus Aid, Relief, and Economic Security (CARES) Act; the Consolidated Appropriations Act, 2021; or other similar COVID-19 related federal and state programs, such programs may not be sufficient to have a positive impact on our business.

Lenders may increase the qualifications needed for mortgages or adjust their terms to address any increased credit risk.

Mortgage interest expense and real estate taxes represent significant costs of homeownership, both of which were historically generally deductible for an individual’s federal and, in some cases, state income taxes.

In December 2017, a law commonly known as the Tax Cuts and Jobs Act (the "Tax Act") was enacted.

While the Tax Act lowered 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) introduced a $10,000 cap on the federal deduction for state and local taxes, including real estate taxes, and (iii) eliminated the federal deduction for interest on certain home equity loans.

The Tax Act also increased the standard deduction for individuals.

As a result, fewer individuals are expected to itemize their income tax deductions, which would reduce the income tax advantages associated with homeownership for those individuals.

Any further changes in income tax law which eliminate or further reduce the income tax benefits associated with home ownership could have an adverse impact on our business.

For example, we incurred land-related charges totaling $20.3 million, $27.1 million, and $99.4 million in 2020, 2019, and 2018, respectively.

Additionally, the cost of certain building materials, especially lumber, steel, concrete, copper, and petroleum-based materials, is influenced by changes in local and global commodity prices as well as government regulation, such as government-imposed tariffs or trade restrictions on supplies such as steel and lumber.

Increased costs or shortages of skilled labor and/or materials cause increases in construction costs and/or could cause construction delays.

We may not be able to pass on increases in construction

but not yet reported.

In general, an “ownership change” occurs whenever the percentage of the stock of a corporation owned by “5-percent shareholders” (within the meaning of Section 382 of the IRC) increases by more than 50 percentage points over the lowest percentage of the stock of such corporation owned by such “5-percent shareholders” at any time over the testing period.

The

[removed: - Suspending the repurchase of shares under our] [added: *Dividends and] share repurchase [removed: program; and][added: program*]

[removed: We believe the recovery in] [added: The favorable] demand [removed: reflects a number of factors, including historically low] [added: for new housing has been driven by] mortgage interest [removed: rates,] [added: rates near historical lows,] a limited supply of new and existing home inventory, an increased appeal for homeownership and single-family living, and a desire among some buyers to exit more densely populated urban [removed: centers.][added: centers or to relocate from higher cost geographical regions.]

[removed: - Increase] [added: In response, we have increased] our investments in [removed: new communities via] land acquisition and [removed: development expenditures;] [added: development,] and [added: we expect the number of our active communities to increase meaningfully in 2022.]

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, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

For similar operating and financial data and discussion of our fiscal [removed: 2019] [added: 2020] results compared to our fiscal [removed: 2018] [added: 2019] 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, [removed: 2019,] [added: 2020,] which was filed with the SEC on [removed: January 30, 2020.][added: February 2, 2021.]

| Homebuilding | | | $ | [removed: 1,542,057] [added: 2,288,128] | | | | | $ | [removed: 1,236,261] [added: 1,542,057] | |

| Financial Services | | | [removed: 186,637] [added: 221,717] | | | | | | [removed: 103,315] [added: 186,637] | | |

| Income before income taxes | | | [removed: 1,728,694] [added: 2,509,845] | | | | | | [removed: 1,339,576] [added: 1,728,694] | | |

| Income tax expense | | | [removed: (321,855)] [added: (563,525)] | | | | | | [removed: (322,876)] [added: (321,855)] | | |

| Net income | | | $ | [removed: 1,406,839] [added: 1,946,320] | | | | | $ | [removed: 1,016,700] [added: 1,406,839] | |

| Net income | | | $ | [removed: 5.18] [added: 7.43] | | | | | $ | [removed: 3.66] [added: 5.18] | |

[removed: - Homebuilding] [added: *•*Homebuilding] income before income taxes increased [removed: 25%] [added: 48%] in [removed: 2020,] [added: 2021,] primarily as the result of higher [removed: revenues, improved] [added: revenues and] gross [removed: margins,] [added: margins] and [removed: strong] [added: improved] overhead management.

[removed: These improvements were partially offset by] [added: Additionally, we incurred] $26.4 million of mortgage repurchase reserve charges [added: in 2020] (see [Note [removed: 11](#id8df191d133f4f9aaee4b2fefc586b41_145) ).][added: 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142)).]

- Our effective [added: income] tax rate was [removed: 18.6%] [added: 22.5%] and [removed: 24.1%] [added: 18.6%] for [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The lower effective [added: income] tax rate in 2020 resulted primarily from the extension of federal energy efficient home credits [removed: (see [Note 8](#id8df191d133f4f9aaee4b2fefc586b41_133)).][added: related to homes closed in prior years.]

| | | | [removed: 2020] [added: 2021] | | | | | | FY [removed: 2020] [added: 2021] vs. FY [removed: 2019] [added: 2020] | | | | | | [removed: 2019] [added: 2020] | | |

| Home sale revenues | | | $ | [removed: 10,579,896] [added: 13,376,812] | | | | | [removed: 7] [added: 26] | | % | | | | $ | [removed: 9,915,705] [added: 10,579,896] | |

| Land sale and other revenues | | | [removed: 94,017] [added: 160,538] | | | | | | [removed: 50] [added: 71] | | % | | | | [removed: 62,821] [added: 94,017] | | |

| Total Homebuilding revenues | | | [removed: 10,673,913] [added: 13,537,350] | | | | | | [removed: 7] [added: 27] | | % | | | | [removed: 9,978,526] [added: 10,673,913] | | |

| Home sale cost of revenues *(a)* | | | [removed: (8,004,823)] [added: (9,841,961)] | | | | | | [removed: 5] [added: 23] | | % | | | | [removed: (7,628,700)] [added: (8,004,823)] | | |

| Land sale and other cost of revenues [removed: *(b)*] | | | [removed: (77,626)] [added: (134,013)] | | | | | | [removed: 38] [added: 73] | | % | | | | [removed: (56,098)] [added: (77,626)] | | |

| Selling, general, and administrative expenses ("SG&A") [removed: *(c)*] [added: *(b)*] | | | [removed: (1,011,442)] [added: (1,208,698)] | | | | | | [removed: (3)] [added: 20] | | % | | | | [removed: (1,044,337)] [added: (1,011,442)] | | |

| Goodwill impairment | | | [removed: (20,190)] [added: —] | | | | | | [removed: *(d)*] [added: *(c)*] | | | | | | [removed: —] [added: (20,190)] | | |

| Other expense, net [removed: *(e)*] [added: *(d)*] | | | [removed: (17,775)] [added: (3,081)] | | | | | | [removed: 35] [added: (83)] | | % | | | | [removed: (13,130)] [added: (17,775)] | | |

| Income before income taxes | | | $ | [removed: 1,542,057] [added: 2,288,128] | | | | | [removed: 25] [added: 48] | | % | | | | $ | [removed: 1,236,261] [added: 1,542,057] | |

| Gross margin from home sales *(a)* | | | [removed: 24.3] [added: 26.4] | | % | | | | [removed: 120 bps] | | | | | | [removed: 23.1] [added: 24.3] | | % |

| SG&A % of home sale revenues [removed: *(c)*] [added: *(b)*] | | | [removed: 9.6] [added: 9.0] | | % | | | | [removed: (90) bps] | | | | | | [removed: 10.5] [added: 9.6] | | % |

| Closings (units) | | | [removed: 24,624] [added: 28,894] | | | | | | [removed: 6] [added: 17] | | % | | | | [removed: 23,232] [added: 24,624] | | |

| Average selling price | | | $ | [removed: 430] [added: 463] | | | | | [removed: 1] [added: 8] | | % | | | | $ | [removed: 427] [added: 430] | |

| Units | | | [removed: 29,275] [added: 31,739] | | | | | | [removed: 17] [added: 8] | | % | | | | [removed: 24,977] [added: 29,275] | | |

| Dollars | | | $ | [removed: 12,837,272] [added: 16,442,441] | | | | | [removed: 21] [added: 28] | | % | | | | $ | [removed: 10,615,363] [added: 12,837,272] | |

| Cancellation rate | | | [removed: 14] [added: 9] | | % | | | | | | | | | | 14 | | % |

| Average active communities | | | [removed: 874] [added: 799] | | | | | | [removed: 1] [added: (9)] | | % | | | | [removed: 863] [added: 874] | | |

| Units | | | [removed: 15,158] [added: 18,003] | | | | | | [removed: 44] [added: 19] | | % | | | | [removed: 10,507] [added: 15,158] | | |

| Dollars | | | $ | [removed: 6,793,182] [added: 9,858,811] | | | | | [removed: 50] [added: 45] | | % | | | | $ | [removed: 4,535,805] [added: 6,793,182] | |

[removed: *(c)Includes] [added: *(b)Includes] insurance reserve reversals of [removed: $93.4] [added: $81.1] million and [removed: $49.4] [added: $93.4] million in [removed: 2020*] [added: 2021*] *and* [removed: *2019,] [added: *2020,] respectively, partially offset by reserves against insurance receivables of $17.8 million [removed: and $22.6 million] [added: in] 2020 [removed: and 2019, respectively] (see* *[Note [removed: 11](#id8df191d133f4f9aaee4b2fefc586b41_145)).*][added: 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142)).*]

[removed: *(d)Percentage] [added: *(c)Percentage] not meaningful.*

[removed: *(e)See] [added: *(d)See] "Other expense, net" for a table summarizing significant items (see* *[Note [removed: 1](#id8df191d133f4f9aaee4b2fefc586b41_97)).*][added: 1](#ic6cdcfe3c99e4264b74365771ff2ff7b_100)).*]

Home sale revenues for [removed: 2020] [added: 2021] were higher than [removed: 2019] [added: 2020] by [removed: $664.2 million,] [added: $2.8 billion,] or [removed: 7%.][added: 26%.]

The increase was attributable to a [removed: 6%] [added: 17%] increase in closings combined with [removed: a 1%] [added: an 8%] increase in average selling price.

We experienced strong demand for our products throughout 2021 as new orders increased 8% in units and 28% in dollars over the prior year.

New order growth was uneven through the year as 2021 volume reflected our traditional seasonal patterns of higher orders in the first half of the year as part of the spring selling season while 2020 experienced significant volatility resulting from the onset of the COVID-19 pandemic, which severely impacted sales in the first half of 2020 but then contributed to a sharp increase in demand in the second half of 2020.

Home closings increased 17% in 2021 compared with the prior year.

The higher closing volume occurred in the face of significant disruption in the homebuilding supply chain, including the availability of certain materials and construction labor combined with delays in municipal approvals and inspections, which has elongated the production cycle of the homes we are constructing.

While we are working with our supply partners, have increased our speculative housing starts, and have hired additional construction and customer service employees, our production cycle times have extended in substantially all of our markets due to the challenges referenced above.

Due to these supply chain challenges, we are moderating lot releases and the pace of new orders in the majority of our communities in order to balance sales volume and production capacity to reduce backlog durations.

We believe these conditions will continue to impact our industry for at least the next few quarters.

We are also facing cost pressures related to labor and materials, due in large part to a shortage of workers and supply chain challenges resulting from ongoing effects of the COVID-19 pandemic and other macroeconomic factors.

Specifically, the cost of lumber more than quadrupled from mid-2020 to mid-2021.

While the cost of lumber declined significantly since peaking in May 2021, it increased again in late 2021 and remains elevated compared to historical norms.

Additionally, the availability of certain wood products, including roof and floor trusses and oriented strand boards, remains challenged.

We also continue to experience significant challenges with the cost and availability of windows, siding, and appliances, among other supply categories.

To date, we have been, and believe we will continue to be, able to increase pricing to offset the majority of such cost increases due to ongoing high consumer demand.

Despite the development of vaccines and more effective treatments for the physical impacts of COVID-19, there are no reliable estimates of how long the COVID-19 pandemic, or its related impacts on overall economic conditions or the global supply chain, will last.

As a result, the unpredictability of the current economic and public health conditions will continue to evolve.

However, all of our operations continue to function at effectively full capacity subject to health and safety protocols, and we remain optimistic about future housing demand and our ability to continue expanding our business.

Due to the higher demand and long municipal entitlement timelines, the number of our average active communities declined 9% in 2021 compared to 2020 as we closed-out communities at a pace faster than we were opening new ones.

Also, while mortgage interest rates have recently increased, they remain low relative to historical levels, and supplies of new and existing home inventory remain low.

Combined with an improving macroeconomic environment, overall demand for new housing remained robust at the end of 2021 as evidenced by our significantly higher order backlog, which increased 19% in units and 45% in dollars as of December 31, 2021 over the prior year.

However, future economic conditions and the demand for homes are subject to continued uncertainty due to many factors, including the recent increase in mortgage interest rates, higher inflation, ongoing disruptions from supply chain challenges and labor shortages, the ongoing impact of the COVID-19 pandemic and government directives, and other factors.

While we believe the demand for new housing will remain strong through 2022, our past performance may not be indicative of future results.

| | | | 2021 | | | | | | 2020 | | |

Homebuilding results also included insurance reserve reversals of $81.1 million and $93.4 million in 2021 and 2020, respectively, partially offset by reserves against insurance receivables of $17.8 million in 2020 (see [Note 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142)) and a goodwill impairment charge of $20.2 million in 2020 (see [Note 1](#ic6cdcfe3c99e4264b74365771ff2ff7b_100)).

- Financial Services income before income taxes increased in 2021 compared with 2020 resulting from higher volumes, partially offset by lower revenue per loan.

The prior year also included $26.4 million of mortgage repurchase reserve charges (see [Note 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142)).

| Loss on debt retirement | | | (61,469) | | | | | | *(c)* | | | | | | — | | |

*(a)Includes the amortization of capitalized interest.*

The increase in closings was primarily the result of favorable demand conditions and occurred in substantially all of our geographic markets.

Beginning in March 2020, the COVID-19 pandemic began to unfavorably impact the demand environment.

However, demand improved significantly beginning in June 2020 and has remained favorable.

Gross margins remained strong in both 2021 and 2020 relative to historical levels and reflect a combination of factors, including: strong consumer demand, the low mortgage interest rate environment, and limited supplies of new and existing housing inventory.

As a result, the pricing environment remains strong, which has allowed us to effectively manage pressure in house and land costs through pricing actions.

While costs remain elevated, we have been able to more than offset these cost increases through price increases.

Additionally, while speculative home sales (homes started prior to receipt of a customer order) remain the minority of our operations, the current environment is providing opportunities for additional pricing and relative margin gains related to such homes.

Income in 2021 included a gain of $12.9 million related to a land sale transaction in California that had been in the entitlement process for a number of years.

The dollar amount of our SG&A increased $197.3 million, or 20%, in 2021 compared with 2020.

This increase resulted primarily from higher sales commissions expense and other variable costs due to the higher production volume.

The improvement in SG&A as a percentage of home sale revenues is primarily attributable to leverage gained from the higher revenues.

This overhead leverage was partially offset in 2021 by higher headcount to support the increased production volume as well as higher performance-based compensation accruals due to the Company's strong operating results.

These results also reflect insurance reserve reversals of $81.1 million and $93.4 million in 2021 and 2020, respectively, partially offset by reserves against insurance receivables of $17.8 million in 2020.

We experienced significant volatility in market conditions during 2020.

We ended 2019 and began 2020 in an environment exhibiting strong demand conditions.

However, on March 11, 2020, the World Health Organization declared COVID-19 a global pandemic, and the various containment and mitigation measures adopted by governments and institutions globally and in the U.S. began to have a severe economic impact, including causing the U.S. to enter into an economic recession that continues through the date of this report.

In response to the COVID-19 pandemic and various state and local orders, we instituted the following actions in March:

- Placed restrictions on business travel for our employees;

- Closed our sales centers, model homes, and design centers to the general public and shifted to appointment-only interactions with our customers where permitted, following recommended distancing and other health and safety protocols when meeting in person with a customer;

- Enhanced our virtual sales tools to give customers the ability to shop for a new home online;

- Closed the public gathering spaces of our amenity centers as well as community pools and athletic facilities;

- Modified our corporate and division office functions in order to allow all of our employees to work remotely except for essential minimum basic operations which could only be done in an office setting;

- Eliminated non-emergency warranty work in our customers’ homes;

- Modified much of our customer interactions around the mortgage origination and closing process to be virtual and minimize in-person interactions; and

- Modified our construction operations to enforce enhanced safety protocols around social distancing, hygiene, and health screening.

The severity of these restrictions and the date we resumed more normal operations have varied by market based on the reduction in restrictions under "shelter in place" orders and improvement in public health conditions.

While all of the above-referenced steps were, and some remain, necessary and appropriate in light of the COVID-19 pandemic, they impacted our ability to operate our business in its ordinary and traditional course.

However, residential construction and financial services have been designated as essential services in almost all of our markets, which has allowed us to continue operations.

As the result of the COVID-19 pandemic, our net new orders declined significantly in late March through April.

As the pandemic spread and government and business responses expanded, we focused on protecting our liquidity and closely managing our cash flows, including through the following actions:

- Delaying the acquisition of certain land parcels and slowing land development where practical;

- Limiting our investment in house construction, including strictly limiting production of new unsold "speculative" homes, and contacting backlog customers to reconfirm status before beginning construction of sold homes;

- As a precautionary measure, proactively drawing $700.0 million under the Revolving Credit Facility in March;

- Reducing headcount and other overhead expenses.

However, demand began to stabilize in May and then rebounded sharply in June and has remained strong through the date of this report.

This resulted in a 17% increase in net new orders for the full year 2020 over 2019, including a 24% increase in net new orders in the fourth quarter of 2020 over the fourth quarter of 2019.

In addition to the improved demand, all of our operations are now functioning at effectively full capacity subject to health and safety protocols necessitated by the ongoing pandemic.

However, we have experienced periodic disruptions in our supply chain, including the availability of skilled labor as industry demand increases, which have elongated the production cycles in certain markets.

We are also facing cost pressures related to labor and materials, especially lumber, although we believe that we will be able to increase pricing to offset the majority of such cost increases.

Despite the volatility in 2020, the resurgence of demand resulted in the second highest annual pre-tax income and the highest year-end backlog (as measured in dollars) in our history.

These financial results, combined with the favorable outlook, have allowed us to:

- Fully repay the $700.0 million drawn on the Revolving Credit Facility;

- Reinstate our share repurchase program, including the repurchase of $75.0 million of shares in the fourth quarter of 2020;

- Increase our quarterly dividend by 17% to $0.14 per share in the fourth quarter of 2020;

- Announce a tender offer expected to be completed in March 2021 for $300 million of our senior notes scheduled to mature in 2026 and 2027;

- Improve our available liquidity to $3.4 billion, consisting of $2.6 billion of cash and cash equivalents and $750.3 million available under our Revolving Credit Facility as of December 31, 2020.

| | | | 2020 | | | | | | 2019 | | |

Homebuilding results also included a goodwill impairment charge of $20.2 million in 2020 (see [Note 1](#id8df191d133f4f9aaee4b2fefc586b41_97)) and net favorable insurance-related adjustments totaling $75.7 million and $26.8 million in 2020 and 2019, respectively (see [Note 11](#id8df191d133f4f9aaee4b2fefc586b41_145)).

- The increase in Financial Services income in 2020 compared with 2019 was primarily the result of the Homebuilding volume growth, an improved capture rate of homebuyers from our Homebuilding operations, and a low mortgage interest rate environment.

Mortgage interest rates continued at or near historically low levels during 2020, which resulted in higher gains from the sale of mortgages in the secondary market.

*(a)Includes the amortization of capitalized interest; land inventory impairments of $7.0 million and $8.6 million in 2020* *and 2019*, *respectively (see* *[Note 2](#id8df191d133f4f9aaee4b2fefc586b41_103)), and warranty charges of $14.8 million* *related to a closed-out community in 2019 (see* *[Note 11](#id8df191d133f4f9aaee4b2fefc586b41_145)).*

*(b)Includes net realizable value adjustments on sold or land held for sale of $5.4 million in 2019 (see* *[Note 2](#id8df191d133f4f9aaee4b2fefc586b41_103)).*

The increase in closings was primarily the result of favorable demand conditions that began in 2019 and continued into the first quarter of 2020, especially among first-time buyers, which provided a large backlog of orders such that production could continue through 2020 despite the disruptions caused by the COVID-19 pandemic.

The following table sets 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: 2020] [added: 2021] and [removed: 2019] [added: 2020] ($000’s omitted).

| | | | As of December 31, [removed: 2019] [added: 2021] for the Years ending December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2020] [added: 2022] | | | | | | [removed: 2021] [added: 2023] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Variable rate debt *(a)* | | | $ | [removed: 326,573] [added: 626,123] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 326,573] [added: 626,123] | | | | | $ | [removed: 326,573] [added: 626,123] | |

| Average interest rate | | | [removed: 3.59] [added: 2.20] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 3.59] [added: 2.20] | | % | | | | | | |

There were no borrowings outstanding under our Revolving Credit Facility at either December 31, [removed: 2020] [added: 2021] or [removed: 2019.*][added: 2020.*]

In order to reduce these risks, we use [removed: other] derivative financial instruments, principally cash forward placement contracts on mortgage-backed securities and whole loan investor commitments, to economically hedge the interest rate lock commitment.

At December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] residential mortgage loans available-for-sale had an aggregate fair value of [removed: $565.0] [added: $947.1] million and [removed: $509.0] [added: $565.0] million, respectively.

At December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we had aggregate interest rate lock commitments of [removed: $367.2] [added: $337.9] million and [removed: $255.3] [added: $367.2] million, respectively, which were originated at interest rates prevailing at the date of commitment.

Unexpired forward contracts totaled [removed: $686.4] [added: $903.0] million and [removed: $518.2] [added: $686.4] million at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, and whole loan investor commitments totaled [removed: $169.6] [added: $310.0] million and [removed: $200.7] [added: $169.6] million, respectively, at such dates.

See [Item 1A – Risk [removed: Factors](#id8df191d133f4f9aaee4b2fefc586b41_22)] [added: Factors](#ic6cdcfe3c99e4264b74365771ff2ff7b_22)] for a further discussion of these and other risks and uncertainties applicable to our businesses.

| Fixed rate debt | | | $ | 8,652 | | | | | $ | 12,555 | | | | | $ | 18,978 | | | | | $ | — | | | | | $ | 500,000 | | | | | $ | 1,500,000 | | | | | $ | 2,040,185 | | | | | $ | 2,496,875 | |

| Average interest rate | | | 1.16 | | % | | | | 3.55 | | % | | | | 5.28 | | % | | | | — | | % | | | | 5.50 | | % | | | | 6.14 | | % | | | | 5.94 | | % | | | | | | |

| 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 | | % | | | | | | |

For the fiscal year ended December 31, [removed: 2020][added: 2021]

| 3350 Peachtree Road NE, Suite [removed: 150] [added: 1500] | | | | | | | | |

The aggregate market value of the registrant’s voting shares held by nonaffiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was [removed: $9,077,356,567.][added: $14,115,791,937.]

As of January [removed: 21, 2021,] [added: 20, 2022,] the registrant had [removed: 265,894,240] [added: 248,650,958] shares of common shares outstanding.

Applicable portions of the Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.

| 1A | | | [Risk [removed: Factors](#id8df191d133f4f9aaee4b2fefc586b41_22)] [added: Factors](#ic6cdcfe3c99e4264b74365771ff2ff7b_22)] | | | [removed: [8](#id8df191d133f4f9aaee4b2fefc586b41_22)] [added: [10](#ic6cdcfe3c99e4264b74365771ff2ff7b_22)] | | |

| 1B | | | [Unresolved Staff [removed: Comments](#id8df191d133f4f9aaee4b2fefc586b41_25)] [added: Comments](#ic6cdcfe3c99e4264b74365771ff2ff7b_25)] | | | [removed: [16](#id8df191d133f4f9aaee4b2fefc586b41_25)] [added: [18](#ic6cdcfe3c99e4264b74365771ff2ff7b_25)] | | |

| 3 | | | [Legal [removed: Proceedings](#id8df191d133f4f9aaee4b2fefc586b41_31)] [added: Proceedings](#ic6cdcfe3c99e4264b74365771ff2ff7b_31)] | | | [removed: [17](#id8df191d133f4f9aaee4b2fefc586b41_31)] [added: [18](#ic6cdcfe3c99e4264b74365771ff2ff7b_31)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#id8df191d133f4f9aaee4b2fefc586b41_34)] [added: Disclosures](#ic6cdcfe3c99e4264b74365771ff2ff7b_34)] | | | [removed: [17](#id8df191d133f4f9aaee4b2fefc586b41_34)] [added: [18](#ic6cdcfe3c99e4264b74365771ff2ff7b_34)] | | |

[removed: | 4A | | | [Information] [added: Information] About Our Executive [removed: Officers](#id8df191d133f4f9aaee4b2fefc586b41_37) | | | [17](#id8df191d133f4f9aaee4b2fefc586b41_37) | | |][added: Officers]

| 5 | | | [Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#id8df191d133f4f9aaee4b2fefc586b41_43)] [added: Securities](#ic6cdcfe3c99e4264b74365771ff2ff7b_43)] | | | [removed: [18](#id8df191d133f4f9aaee4b2fefc586b41_43)] [added: [19](#ic6cdcfe3c99e4264b74365771ff2ff7b_43)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id8df191d133f4f9aaee4b2fefc586b41_49)] [added: Operations](#ic6cdcfe3c99e4264b74365771ff2ff7b_49)] | | | [removed: [22](#id8df191d133f4f9aaee4b2fefc586b41_49)] [added: [21](#ic6cdcfe3c99e4264b74365771ff2ff7b_49)] | | |

| 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id8df191d133f4f9aaee4b2fefc586b41_70)] [added: Risk](#ic6cdcfe3c99e4264b74365771ff2ff7b_73)] | | | [removed: [41](#id8df191d133f4f9aaee4b2fefc586b41_70)] [added: [37](#ic6cdcfe3c99e4264b74365771ff2ff7b_73)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#id8df191d133f4f9aaee4b2fefc586b41_73)] [added: Data](#ic6cdcfe3c99e4264b74365771ff2ff7b_76)] | | | [removed: [44](#id8df191d133f4f9aaee4b2fefc586b41_73)] [added: [40](#ic6cdcfe3c99e4264b74365771ff2ff7b_76)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id8df191d133f4f9aaee4b2fefc586b41_160)] [added: Disclosure](#ic6cdcfe3c99e4264b74365771ff2ff7b_157)] | | | [removed: [79](#id8df191d133f4f9aaee4b2fefc586b41_160)] [added: [70](#ic6cdcfe3c99e4264b74365771ff2ff7b_157)] | | |

| 9A | | | [Controls and [removed: Procedures](#id8df191d133f4f9aaee4b2fefc586b41_163)] [added: Procedures](#ic6cdcfe3c99e4264b74365771ff2ff7b_160)] | | | [removed: [79](#id8df191d133f4f9aaee4b2fefc586b41_163)] [added: [70](#ic6cdcfe3c99e4264b74365771ff2ff7b_160)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#id8df191d133f4f9aaee4b2fefc586b41_172)] [added: Governance](#ic6cdcfe3c99e4264b74365771ff2ff7b_169)] | | | [removed: [81](#id8df191d133f4f9aaee4b2fefc586b41_172)] [added: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_169)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#id8df191d133f4f9aaee4b2fefc586b41_178)] [added: Matters](#ic6cdcfe3c99e4264b74365771ff2ff7b_175)] | | | [removed: [81](#id8df191d133f4f9aaee4b2fefc586b41_178)] [added: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_175)] | | |

| 13 | | | [Certain Relationships and Related [removed: Transactions] [added: Transactions,] and Director [removed: Independence](#id8df191d133f4f9aaee4b2fefc586b41_181)] [added: Independence](#ic6cdcfe3c99e4264b74365771ff2ff7b_178)] | | | [removed: [81](#id8df191d133f4f9aaee4b2fefc586b41_181)] [added: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_178)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#id8df191d133f4f9aaee4b2fefc586b41_184)] [added: Services](#ic6cdcfe3c99e4264b74365771ff2ff7b_181)] | | | [removed: [81](#id8df191d133f4f9aaee4b2fefc586b41_184)] [added: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_181)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#id8df191d133f4f9aaee4b2fefc586b41_190)] [added: Schedules](#ic6cdcfe3c99e4264b74365771ff2ff7b_187)] | | | [removed: [82](#id8df191d133f4f9aaee4b2fefc586b41_190)] [added: [73](#ic6cdcfe3c99e4264b74365771ff2ff7b_187)] | | |

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 97% of our consolidated revenues of [added: $13.9 billion in 2021, 97% of our consolidated revenues of] $11.0 billion in [removed: 2020] [added: 2020,] and 98% of our consolidated revenues of $10.2 billion in [removed: 2019 and 2018, respectively.][added: 2019.]

Our Homebuilding operations are geographically diverse within the U.S. [removed: As of December 31, 2020,] [added: During 2021,] we operated out of [removed: 874] [added: an average of 799] active communities in [removed: 40] [added: 41] markets across [removed: 23] [added: 24] states.

Through our brands, which include Centex, Pulte Homes, Del Webb, DiVosta Homes, John Wieland Homes and Neighborhoods, and American West, we offer a wide variety of home designs [removed: at different prices and] with varying levels of options and amenities to our major customer groups: first-time, move-up, and active adult.

During [removed: 2020,] [added: 2021,] we delivered home closings totaling [removed: 24,624] [added: 28,894] homes, compared with [removed: 23,232] [added: 24,624] homes in [removed: 2019] [added: 2020] and [removed: 23,107] [added: 23,232] homes in [removed: 2018.][added: 2019.]

Over our history, we have delivered nearly [removed: 750,000] [added: 775,000] homes.

We predominantly sell single-family detached homes, which represented [removed: 85%] [added: 84%] of our home closings in [removed: 2020, 2019,] [added: 2021] and [removed: 2018.][added: 85% in both 2020 and 2019.]

Sales prices of home closings during [removed: 2020] [added: 2021] ranged from approximately $150,000 to over $2,500,000, with [removed: 92%] [added: 88%] falling within the range of [removed: $200,000] [added: $250,000] to $750,000.

The average unit selling price in [removed: 2020] [added: 2021] was [removed: $430,000,] [added: $463,000,] compared with [removed: $427,000] [added: $430,000] in [removed: 2019,] [added: 2020,] and [removed: $425,000] [added: $427,000] in [removed: 2018.][added: 2019.]

- Manage the Company's capital consistent with our stated priorities: invest in the business, fund our dividend, maintain a [removed: long-term debt-to-capital ratio within a targeted range of 30.0% to 40.0%,] [added: modest leverage profile,] and routinely return excess funds to shareholders through share repurchases.

Land development work is performed primarily by independent contractors and, when needed, local government authorities who construct [added: roads and] sewer and water systems in some areas.

At December 31, [removed: 2020,] [added: 2021,] we controlled [removed: 180,352] [added: 228,296] lots, of which [removed: 91,363] [added: 109,078] were owned and [removed: 88,989] [added: 119,218] were under land option agreements.

During [removed: 2020, 31%, 45%,] [added: 2021, 32%, 43%,] and [removed: 24%] [added: 25%] of our home closings were to first-time, move-up, and active adult customers, respectively, which reflects a slight increase toward first-time buyers since [removed: 2019] [added: 2020] consistent with our continued investment in serving first-time buyers.

We typically offer a variety of house floor plans and elevations in each community, including potential options and upgrades, such as different [removed: flooring, countertop, fixture, and appliance choices, and design our base house and option packages to meet the needs of our]

We market our homes to prospective homebuyers through internet listings and link placements, [added: social media,] mobile applications, media advertising, illustrated brochures, and other advertising displays.

This includes our websites [removed: (*www.centex.com, www.pulte.com,] [added: (*www.pulte.com, www.centex.com,] www.delwebb.com,* *www.divosta.com, [removed: www.americanwesthomes.com,] [added: www.jwhomes.com,] and [removed: www.jwhomes.com)*,] [added: www.americanwesthomes.com)*,] which provide tools to help users find a home that meets their needs, investigate financing alternatives, communicate moving plans, maintain a home, learn more about us, and communicate directly with us.

Our sales teams consist primarily of commissioned employees, and the majority of our home closings also involve independent [removed: third-party] [added: third party] sales brokers.

We have also introduced virtual reality walkthroughs of our house floor plans in certain communities to provide prospective homebuyers [added: with] a more cost-effective means to provide a realistic vision of our homes.

However, we also build speculative [removed: ("spec")] homes in most of our communities, which allow us to compete more effectively with existing homes available in the market, especially for homebuyers that require a home within a short time frame.

We determine our [removed: spec] [added: speculative] home strategy for each community based on local market factors and maintain a level of [removed: spec] [added: speculative] home inventory based on our current and planned sales pace and construction cadence for the community.

For the Transition Period From ______ To ______

| | | | [Part I](#ic6cdcfe3c99e4264b74365771ff2ff7b_10) | | | | | |

| 1 | | | [Business](#ic6cdcfe3c99e4264b74365771ff2ff7b_13) | | | [3](#ic6cdcfe3c99e4264b74365771ff2ff7b_13) | | |

| 2 | | | [Properties](#ic6cdcfe3c99e4264b74365771ff2ff7b_28) | | | [18](#ic6cdcfe3c99e4264b74365771ff2ff7b_28) | | |

| | | | [Part II](#ic6cdcfe3c99e4264b74365771ff2ff7b_40) | | | | | |

| 6 | | | [Reserved](#ic6cdcfe3c99e4264b74365771ff2ff7b_46) | | | [20](#ic6cdcfe3c99e4264b74365771ff2ff7b_46) | | |

| 9B | | | [Other Information](#ic6cdcfe3c99e4264b74365771ff2ff7b_163) | | | [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_163) | | |

| 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic6cdcfe3c99e4264b74365771ff2ff7b_1653) | | | [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_1653) | | |

| | | | [Part III](#ic6cdcfe3c99e4264b74365771ff2ff7b_166) | | | | | |

| 11 | | | [Executive Compensation](#ic6cdcfe3c99e4264b74365771ff2ff7b_172) | | | [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_172) | | |

| | | | [Part IV](#ic6cdcfe3c99e4264b74365771ff2ff7b_184) | | | | | |

| 16 | | | [Form 10-K Summary](#ic6cdcfe3c99e4264b74365771ff2ff7b_190) | | | [76](#ic6cdcfe3c99e4264b74365771ff2ff7b_190) | | |

| | | | [Signatures](#ic6cdcfe3c99e4264b74365771ff2ff7b_193) | | | [77](#ic6cdcfe3c99e4264b74365771ff2ff7b_193) | | |

flooring, countertop, fixture, and appliance choices, and design our base house and option packages to meet the needs of our customers as defined through rigorous market research.

This increase in 2021 backlog compared to 2020 is primarily the result of overall robust demand for new housing coupled with elongated cycle times due to supply chain delays for certain materials and labor and obtaining necessary approvals, permits, and inspections from local municipalities.

For example, labor shortages in certain of our markets have become more acute in recent years as the supply chain adjusts to industry growth, and the COVID-19 pandemic has increased demand for our homes, outpacing the growth of the residential construction labor pool.

Additionally, the supply of certain building materials is limited and has been impacted by the combination of strong consumer demand and disruptions in the global supply chain caused by the COVID-19 pandemic and major weather events at the point of manufacture of certain products.

This increase in demand, supply chain disruptions, and the consolidation of ownership of the source of supply for certain building materials combined to significantly increase the prices of those materials.

As a result, during 2021, in all of our markets, we experienced supply chain constraints, increases in the prices of some building materials, and shortages of skilled labor.

Increased costs or shortages of materials caused increases in construction costs and construction delays.

Given the strong demand for housing in 2021, we have generally been able to pass such cost increases on to customers, but we cannot be certain that we will continue to be able to do so in the future.

*Workforce*

*Compensation and Benefits*

We offer our employees a competitive wage plus a broad range of company-paid benefits, including medical, dental, and vision healthcare coverage, paid parental leave, adoption benefits, a 401(k) retirement plan, and a stock compensation plan.

The majority of our employees also participate in various performance-based incentive compensation plans.

*Culture and Objectives*

We believe that diversity in the workplace produces unique perspectives which serve to drive innovation and change, which we feel benefits the overall organization.

We believe our employees are an integral part of the success of our business and the cultivation and development of their collective skillsets is an entity-wide priority and critical to our success.

*Recruitment and Retention*

Set forth below is certain information with respect to our executive officers.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Position | | | | | | Year Became An Executive Officer | | |

| | | | | | | | | | | | | | | | | | | | | |

| Ryan R. Marshall | | | | | | 47 | | | | | | President and Chief Executive Officer | | | | | | 2012 | | |

| John J. Chadwick | | | | | | 60 | | | | | | Executive Vice President and Chief Operating Officer | | | | | | 2019 | | |

| Robert T. O'Shaughnessy | | | | | | 56 | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2011 | | |

| Todd N. Sheldon | | | | | | 54 | | | | | | Executive Vice President, General Counsel and Corporate Secretary | | | | | | 2017 | | |

| Michelle Hairston | | | | | | 45 | | | | | | Senior Vice President, Human Resources | | | | | | 2018 | | |

| Brien P. O'Meara | | | | | | 49 | | | | | | Vice President and Controller | | | | | | 2020 | | |

| | | | [Part I](#id8df191d133f4f9aaee4b2fefc586b41_10) | | | | | |

| 1 | | | [Business](#id8df191d133f4f9aaee4b2fefc586b41_13) | | | [3](#id8df191d133f4f9aaee4b2fefc586b41_13) | | |

| 2 | | | [Properties](#id8df191d133f4f9aaee4b2fefc586b41_28) | | | [16](#id8df191d133f4f9aaee4b2fefc586b41_28) | | |

| | | | [Part II](#id8df191d133f4f9aaee4b2fefc586b41_40) | | | | | |

| 6 | | | [Selected Financial Data](#id8df191d133f4f9aaee4b2fefc586b41_46) | | | [20](#id8df191d133f4f9aaee4b2fefc586b41_46) | | |

| 9B | | | [Other Information](#id8df191d133f4f9aaee4b2fefc586b41_166) | | | [81](#id8df191d133f4f9aaee4b2fefc586b41_166) | | |

| | | | [Part III](#id8df191d133f4f9aaee4b2fefc586b41_169) | | | | | |

| 11 | | | [Executive Compensation](#id8df191d133f4f9aaee4b2fefc586b41_175) | | | [81](#id8df191d133f4f9aaee4b2fefc586b41_175) | | |

| | | | [Part IV](#id8df191d133f4f9aaee4b2fefc586b41_187) | | | | | |

| 16 | | | [Form 10-K Summary](#id8df191d133f4f9aaee4b2fefc586b41_193) | | | [85](#id8df191d133f4f9aaee4b2fefc586b41_193) | | |

| | | | [Signatures](#id8df191d133f4f9aaee4b2fefc586b41_196) | | | [86](#id8df191d133f4f9aaee4b2fefc586b41_196) | | |

customers as defined through rigorous market research.

We are also working to establish a more integrated system that can effectively link suppliers, contractors, and the production schedule.

Additionally, given the disruption in economic activity caused by the COVID-19 pandemic, our quarterly results in 2020 are not necessarily indicative of results that may be achieved in the future.

high level.

We are committed to hiring, developing and supporting a diverse and inclusive workplace.

Our homebuilding and corporate headquarters are located in leased office facilities at 3350 Peachtree Road NE, Suite [removed: 150,] [added: 1500,] Atlanta, Georgia 30326.

In total across our organization, we lease approximately [removed: 1.1] [added: 1.5] million square feet of office space.

PART II

At January [removed: 21, 2021,] [added: 20, 2022,] there were [removed: 2,110] [added: 2,043] shareholders of record.

(1)During [removed: 2020,] [added: 2021,] participants surrendered [removed: 0.3] [added: 0.2] million shares for payment of minimum tax obligations upon the vesting or exercise of previously granted share-based compensation awards.

(2)The Board of Directors approved a share repurchase authorization totaling $500.0 million in [removed: January 2018] [added: May 2019] and an increase of [removed: $500.0 million] [added: $1.0 billion] to such authorization in [removed: May 2019.][added: April 2021.]

There is no expiration date for this program, under which [removed: $354.9] [added: $457.6] million remained available as of December 31, [removed: 2020.][added: 2021.]

During [removed: 2020,] [added: 2021,] we repurchased [removed: 4.5] [added: 17.7] million shares for a total of [removed: $170.7] [added: $897.3] million under this program.

The information required by this item with respect to equity compensation plans is set forth under [Item [removed: 12](#id8df191d133f4f9aaee4b2fefc586b41_178)] [added: 12](#ic6cdcfe3c99e4264b74365771ff2ff7b_175)] 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: 2016,] 2017, 2018, 2019, [removed: and] 2020, [added: and 2021,] (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: 2020][added: 2021]

[removed: ][added: ]

| | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

| Dow Jones U.S. Select Home Construction Index | | | | | | 100.00 | | | | | | [removed: 102.22] [added: 160.15] | | | | | | [removed: 163.71] [added: 110.94] | | | | | | [removed: 113.40] [added: 165.96] | | | | | | [removed: 169.65] [added: 210.76] | | | | | | [removed: 215.44] [added: 315.66] | | |

* Assumes $100 invested on December 31, [removed: 2015,] [added: 2016,] and the reinvestment of dividends.

| October 1, 2021 to October 31, 2021 | | | 2,608,010 | | | | | | $ | 48.15 | | | | | 2,608,010 | | | | | | $ | 615,001 | | (2) | | |

| November 1, 2021 to November 30, 2021 | | | 1,718,687 | | | | | | 50.23 | | | | | | 1,718,687 | | | | | | $ | 528,672 | | (2) | | |

| December 1, 2021 to December 31, 2021 | | | 1,320,970 | | | | | | 58.83 | | | | | | 1,320,970 | | | | | | $ | 457,569 | | (2) | | |

| Total | | | 5,647,667 | | | | | | $ | 50.11 | | | | | 5,647,667 | | | | | | | | | | | |

This share repurchase authorization was increased by $1.0 billion on January 31, 2022.

| PULTEGROUP, INC. | | | | | | $ | 100.00 | | | | | $ | 183.41 | | | | | $ | 145.33 | | | | | $ | 219.93 | | | | | $ | 247.75 | | | | | $ | 332.09 | |

| S&P 500 Index - Total Return | | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| October 1, 2020 to October 31, 2020 | | | 347,737 | | | | | | $ | 46.38 | | | | | 347,737 | | | | | | $ | 413,744 | | (2) | | |

| November 1, 2020 to November 30, 2020 | | | 746,242 | | | | | | 42.96 | | | | | | 746,242 | | | | | | $ | 381,684 | | (2) | | |

| December 1, 2020 to December 31, 2020 | | | 622,773 | | | | | | 43.05 | | | | | | 622,773 | | | | | | $ | 354,873 | | (2) | | |

| Total | | | 1,716,752 | | | | | | $ | 43.69 | | | | | 1,716,752 | | | | | | | | | | | |

| PULTEGROUP, INC. | | | | | | $ | 100.00 | | | | | $ | 105.12 | | | | | $ | 192.81 | | | | | $ | 152.78 | | | | | $ | 231.20 | | | | | $ | 260.44 | |

| S&P 500 Index - Total Return | | | | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

Set forth below is selected consolidated financial data for each of the past five fiscal years.

The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and Notes thereto included elsewhere in this report.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Years Ended December 31, (000’s omitted, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| OPERATING DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Homebuilding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 10,673,913 | | | | | $ | 9,978,526 | | | | | $ | 9,982,949 | | | | | $ | 8,385,526 | | | | | $ | 7,495,404 | |

| Income before income taxes | | | $ | 1,542,057 | | | | | $ | 1,236,261 | | | | | $ | 1,288,804 | | | | | $ | 865,332 | | | | | $ | 860,766 | |

| Financial Services: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 362,169 | | | | | $ | 234,431 | | | | | $ | 205,382 | | | | | $ | 192,160 | | | | | $ | 181,126 | |

| Income before income taxes | | | $ | 186,637 | | | | | $ | 103,315 | | | | | $ | 58,736 | | | | | $ | 73,496 | | | | | $ | 73,084 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated results: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 11,036,082 | | | | | $ | 10,212,957 | | | | | $ | 10,188,331 | | | | | $ | 8,577,686 | | | | | $ | 7,676,530 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | $ | 1,728,694 | | | | | $ | 1,339,576 | | | | | $ | 1,347,540 | | | | | $ | 938,828 | | | | | $ | 933,850 | |

| Income tax expense | | | (321,855) | | | | | | (322,876) | | | | | | (325,517) | | | | | | (491,607) | | | | | | (331,147) | | |

| Net income | | | $ | 1,406,839 | | | | | $ | 1,016,700 | | | | | $ | 1,022,023 | | | | | $ | 447,221 | | | | | $ | 602,703 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| PER SHARE DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 5.19 | | | | | $ | 3.67 | | | | | $ | 3.56 | | | | | $ | 1.45 | | | | | $ | 1.76 | |

| Diluted | | | $ | 5.18 | | | | | $ | 3.66 | | | | | $ | 3.55 | | | | | $ | 1.44 | | | | | $ | 1.75 | |

| Number of shares used in calculation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 268,553 | | | | | | 274,495 | | | | | | 283,578 | | | | | | 305,089 | | | | | | 339,747 | | |

| Effect of dilutive securities | | | 861 | | | | | | 802 | | | | | | 1,287 | | | | | | 1,725 | | | | | | 2,376 | | |

| Diluted | | | 269,414 | | | | | | 275,297 | | | | | | 284,865 | | | | | | 306,814 | | | | | | 342,123 | | |

| Shareholders’ equity | | | $ | 24.66 | | | | | $ | 20.20 | | | | | $ | 17.39 | | | | | $ | 14.60 | | | | | $ | 13.63 | |

| Cash dividends declared | | | $ | 0.50 | | | | | $ | 0.45 | | | | | $ | 0.38 | | | | | $ | 0.36 | | | | | $ | 0.36 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, ($000’s omitted) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| BALANCE SHEET DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| House and land inventory | | | $ | 7,721,798 | | | | | $ | 7,680,614 | | | | | $ | 7,253,353 | | | | | $ | 7,147,130 | | | | | $ | 6,770,655 | |

| Total assets | | | 12,205,498 | | | | | | 10,715,597 | | | | | | 10,172,976 | | | | | | 9,686,649 | | | | | | 10,178,200 | | |

| Notes payable | | | 2,752,302 | | | | | | 2,765,040 | | | | | | 3,028,066 | | | | | | 3,006,967 | | | | | | 3,129,298 | | |

| Shareholders’ equity | | | 6,569,989 | | | | | | 5,458,180 | | | | | | 4,817,782 | | | | | | 4,154,026 | | | | | | 4,659,363 | | |

December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and equivalents | | | $ | [removed: 2,582,205] [added: 1,779,088] | | | | | $ | [removed: 1,217,913] [added: 2,582,205] | |

| Restricted cash | | | [removed: 50,030] [added: 54,477] | | | | | | [removed: 33,543] [added: 50,030] | | |

| Total cash, cash equivalents, and restricted cash | | | [removed: 2,632,235] [added: 1,833,565] | | | | | | [removed: 1,251,456] [added: 2,632,235] | | |

| House and land inventory | | | [removed: 7,721,798] [added: 9,047,569] | | | | | | [removed: 7,680,614] [added: 7,721,798] | | |

| Land held for sale | | | [removed: 27,962] [added: 29,276] | | | | | | [removed: 24,009] [added: 27,962] | | |

| Residential mortgage loans available-for-sale | | | [removed: 564,979] [added: 947,139] | | | | | | [removed: 508,967] [added: 564,979] | | |

| Investments in unconsolidated entities | | | [removed: 35,562] [added: 98,155] | | | | | | [removed: 59,766] [added: 35,562] | | |

| Other assets | | | [removed: 923,270] [added: 1,110,966] | | | | | | [removed: 895,686] [added: 923,270] | | |

| Intangible assets | | | [removed: 163,425] [added: 146,923] | | | | | | [removed: 124,992] [added: 163,425] | | |

| Deferred tax assets | | | [removed: 136,267] [added: 139,038] | | | | | | [removed: 170,107] [added: 136,267] | | |

| Accounts payable, including book overdrafts of [removed: $84,505] [added: $87,462] and [removed: $51,827] [added: $84,505] at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | $ | [removed: 511,321] [added: 621,168] | | | | | $ | [removed: 435,916] [added: 511,321] | |

| Customer deposits | | | [removed: 449,474] [added: 844,785] | | | | | | [removed: 294,427] [added: 449,474] | | |

| Deferred tax liabilities | | | [removed: 103,548] [added: 165,519] | | | | | | [removed: —] [added: 103,548] | | |

| Accrued and other liabilities | | | [removed: 1,407,043] [added: 1,576,478] | | | | | | [removed: 1,435,461] [added: 1,407,043] | | |

| Financial Services debt | | | [removed: 411,821] [added: 626,123] | | | | | | [removed: 326,573] [added: 411,821] | | |

| Notes payable | | | [removed: 2,752,302] [added: 2,029,043] | | | | | | [removed: 2,765,040] [added: 2,752,302] | | |

| Total liabilities | | | [removed: 5,635,509] [added: 5,863,116] | | | | | | [removed: 5,257,417] [added: 5,635,509] | | |

| Common shares, $0.01 par value; 500,000,000 shares authorized, [removed: 266,464,063] [added: 249,325,873] and [removed: 270,235,297] [added: 266,464,063] shares issued and outstanding at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: 2,665] [added: 2,493] | | | | | | [removed: 2,702] [added: 2,665] | | |

| Additional paid-in capital | | | [removed: 3,261,412] [added: 3,290,791] | | | | | | [removed: 3,235,149] [added: 3,261,412] | | |

| Accumulated other comprehensive loss | | | [removed: (145)] [added: (45)] | | | | | | [removed: (245)] [added: (145)] | | |

| Retained earnings | | | [removed: 3,306,057] [added: 4,196,276] | | | | | | [removed: 2,220,574] [added: 3,306,057] | | |

| Total shareholders’ equity | | | [removed: 6,569,989] [added: 7,489,515] | | | | | | [removed: 5,458,180] [added: 6,569,989] | | |

For the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018][added: 2019]

[removed: (000’s] [added: A summary of RSUs and performance units is presented below (000’s] omitted, except per share [removed: data)][added: data):]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Home sale revenues | | | $ | [removed: 10,579,896] [added: 13,376,812] | | | | | $ | [removed: 9,915,705] [added: 10,579,896] | | | | | $ | [removed: 9,818,445] [added: 9,915,705] | |

| Land sale and other revenues | | | [removed: 94,017] [added: 160,538] | | | | | | [removed: 62,821] [added: 94,017] | | | | | | [removed: 164,504] [added: 62,821] | | |

| | | | [removed: 10,673,913] [added: 13,537,350] | | | | | | [removed: 9,978,526] [added: 10,673,913] | | | | | | [removed: 9,982,949] [added: 9,978,526] | | |

| Financial Services | | | [removed: 362,169] [added: 389,532] | | | | | | [removed: 234,431] [added: 362,169] | | | | | | [removed: 205,382] [added: 234,431] | | |

| Total revenues | | | [removed: 11,036,082] [added: 13,926,882] | | | | | | [removed: 10,212,957] [added: 11,036,082] | | | | | | [removed: 10,188,331] [added: 10,212,957] | | |

| Home sale cost of revenues | | | [removed: (8,004,823)] [added: (9,841,961)] | | | | | | [removed: (7,628,700)] [added: (8,004,823)] | | | | | | [removed: (7,540,937)] [added: (7,628,700)] | | |

| Land sale and other cost of revenues | | | [removed: (77,626)] [added: (134,013)] | | | | | | [removed: (56,098)] [added: (77,626)] | | | | | | [removed: (126,560)] [added: (56,098)] | | |

| | | | [removed: (8,082,449)] [added: (9,975,974)] | | | | | | [removed: (7,684,798)] [added: (8,082,449)] | | | | | | [removed: (7,667,497)] [added: (7,684,798)] | | |

| Financial Services expenses | | | [removed: (175,481)] [added: (168,486)] | | | | | | [removed: (130,770)] [added: (175,481)] | | | | | | [removed: (147,422)] [added: (130,770)] | | |

| Selling, general, and administrative expenses | | | [removed: (1,011,442)] [added: (1,208,698)] | | | | | | [removed: (1,044,337)] [added: (1,011,442)] | | | | | | [removed: (1,012,023)] [added: (1,044,337)] | | |

| Goodwill impairment | | | [removed: (20,190)] [added: —] | | | | | | [removed: —] [added: (20,190)] | | | | | | — | | |

| Other expense, net | | | [removed: (17,826)] [added: (2,410)] | | | | | | [removed: (13,476)] [added: (17,826)] | | | | | | [removed: (13,849)] [added: (8,549)] | | |

| Income before income taxes | | | [removed: 1,728,694] [added: 2,509,845] | | | | | | [removed: 1,339,576] [added: 1,728,694] | | | | | | [removed: 1,347,540] [added: 1,339,576] | | |

| | | | $ | 13,352,631 | | | | | $ | 12,205,498 | |

| | | | $ | 13,352,631 | | | | | $ | 12,205,498 | |

| Share issuances | | | 525 | | | | | | 5 | | | | | | 4,176 | | | | | | — | | | | | | — | | | | | | 4,181 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (148,133) | | | | | | (148,133) | | |

| Share repurchases | | | (17,664) | | | | | | (177) | | | | | | — | | | | | | — | | | | | | (897,126) | | | | | | (897,303) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,946,320 | | | | | | 1,946,320 | | |

| Shareholders' equity, December 31, 2021 | | | 249,326 | | | | | | $ | 2,493 | | | | | $ | 3,290,791 | | | | | $ | (45) | | | | | $ | 4,196,276 | | | | | $ | 7,489,515 | |

Total cash, cash

estimates change.

Forfeitures of share-based awards are recognized as a reduction of expense as incurred.

See [Note 7](#ic6cdcfe3c99e4264b74365771ff2ff7b_124).

See [Note 8](#ic6cdcfe3c99e4264b74365771ff2ff7b_130).

Such decisions take into

| | | | $ | 404,922 | | | | | $ | 5,457,878 | | | | | $ | 291,864 | | | | | $ | 3,773,568 | |

See [Note 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142).

instruments.

| | | | $ | 9,723 | | | | | $ | 1,373 | | | | | $ | 16,848 | | | | | $ | 6,621 | |

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, as amended by ASU 2021-01 in January 2021, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the cessation of the London Interbank Offered Rate ("LIBOR") or by another reference rate expected to be discontinued.

The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022.

We are currently evaluating the effect that such new guidance will have on our consolidated financial statements and related disclosures, but do not expect that the adoption will have a material impact on our consolidated financial statements or related disclosures.

| | | | 2021 | | | | | | 2020 | | |

| | | | $ | 9,047,569 | | | | | $ | 7,721,798 | |

Also included are insurance reserve reversals of $81.1 million, $93.4 million, and $49.4 million in 2021, 2020 and 2019, respectively, partially offset by reserves against insurance receivables of $17.8 million and $22.6 million in 2020 and 2019, respectively (see* *[Note 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142)) and a loss on debt retirement of $61.5 million in 2021 (see* *[Note 5](#ic6cdcfe3c99e4264b74365771ff2ff7b_115)).*

| | | | December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Northeast | | | $ | 285,975 | | | | | $ | 246,128 | | | | | $ | 17,554 | | | | | $ | 549,657 | | | | | $ | 644,019 | |

| Southeast | | | 604,310 | | | | | | 537,072 | | | | | | 67,815 | | | | | | 1,209,197 | | | | | | 1,362,852 | | |

| Florida *(a)* | | | 943,110 | | | | | | 866,266 | | | | | | 289,388 | | | | | | 2,098,764 | | | | | | 2,545,457 | | |

| Midwest | | | 527,001 | | | | | | 460,279 | | | | | | 15,869 | | | | | | 1,003,149 | | | | | | 1,132,081 | | |

| Texas | | | 581,417 | | | | | | 512,925 | | | | | | 95,833 | | | | | | 1,190,175 | | | | | | 1,315,943 | | |

| West | | | 1,235,457 | | | | | | 1,191,834 | | | | | | 227,850 | | | | | | 2,655,141 | | | | | | 2,955,283 | | |

| Other homebuilding *(b)* | | | 48,039 | | | | | | 276,511 | | | | | | 16,936 | | | | | | 341,486 | | | | | | 2,314,839 | | |

| | | | 4,225,309 | | | | | | 4,091,015 | | | | | | 731,245 | | | | | | 9,047,569 | | | | | | 12,270,474 | | |

| | | | $ | 4,225,309 | | | | | $ | 4,091,015 | | | | | $ | 731,245 | | | | | $ | 9,047,569 | | | | | $ | 13,352,631 | |

At December 31, 2021, aggregate outstanding debt of unconsolidated joint ventures was $63.9 million, of which $41.0 million was related to one joint venture in which we have a 50% interest.

In connection with this loan, we and our joint venture partner provided customary limited recourse guaranties in which our maximum financial loss exposure is limited to our pro rata share of the debt outstanding.

The limited guaranties include, but are not limited to: (i) completion of certain aspects of the project;

(ii) an environmental indemnity provided to the lender; and (iii) indemnification rights of the lender from certain specified acts and omissions of the joint venture.

| | | | 2021 | | | | | | 2020 | | |

Such notes payable issued to acquire land inventory totaled $50.9 million, $52.0 million, and $41.8 million in 2021, 2020, and 2019, respectively.

The retirements in 2021 included a tender offer to retire $200.0 million and $100.0 million of our unsecured notes scheduled to mature in 2026 and 2027, respectively.

PULTEGROUP, INC.

| | | | $ | 12,205,498 | | | | | $ | 10,715,597 | |

| | | | $ | 12,205,498 | | | | | $ | 10,715,597 | |

PULTEGROUP, INC.

PULTEGROUP, INC.

PULTEGROUP, INC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Shareholders' equity, December 31, 2017 | | | 286,752 | | | | | | $ | 2,868 | | | | | $ | 3,171,542 | | | | | $ | (445) | | | | | $ | 980,061 | | | | | $ | 4,154,026 | |

| Share issuances | | | 1,210 | | | | | | 12 | | | | | | 3,475 | | | | | | — | | | | | | — | | | | | | 3,487 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (108,489) | | | | | | (108,489) | | |

| Share repurchases | | | (11,457) | | | | | | (115) | | | | | | — | | | | | | — | | | | | | (294,451) | | | | | | (294,566) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,022,023 | | | | | | 1,022,023 | | |

| Cumulative effect of accounting change (see [Note 1](#id8df191d133f4f9aaee4b2fefc586b41_97)) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (735) | | | | | | (735) | | |

| Debt issuance costs | | | — | | | | | | — | | | | | | (8,164) | | |

*Reclassifications*

Certain prior period amounts have been reclassified to conform to the current year presentation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Any stock options that have an exercise price greater than the average market price of our common shares are considered anti-dilutive and excluded from the diluted earnings per share calculation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

See [Note 7](#id8df191d133f4f9aaee4b2fefc586b41_127).

See [Note 8](#id8df191d133f4f9aaee4b2fefc586b41_133).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contract assets totaling $27.7 million were recognized on January 1, 2018, in conjunction with the adoption of Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers" ("ASC 606").

Refer to "*New accounting pronouncements"* within [Note 1](#id8df191d133f4f9aaee4b2fefc586b41_97) for further discussion.

| | | | $ | 291,864 | | | | | $ | 3,773,568 | | | | | $ | 299,437 | | | | | $ | 3,221,962 | |

See [Note 11](#id8df191d133f4f9aaee4b2fefc586b41_145).

hedge them without having to apply complex hedge accounting provisions.

The net gain (loss) resulting from changes in fair value of these loans totaled $(1.2) million , $(0.6) million, and $0.7 million for the years ended December 31, 2020, 2019, and 2018, respectively.

| | | | $ | 16,848 | | | | | $ | 6,621 | | | | | $ | 9,530 | | | | | $ | 1,805 | |

On January 1, 2018, we adopted ASC 606, a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services and satisfaction of performance obligations to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services.

We applied the modified retrospective method to contracts that were not completed as of January 1, 2018.

Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the previous accounting standards.

We recorded a net increase to opening retained earnings of $22.4 million, net of tax, as of January 1, 2018, due to the cumulative impact of adopting ASC 606, with the impact primarily related to the recognition of contract assets for insurance brokerage commission renewals.

There was not a material impact to revenues as a result of applying ASC 606 and there have not been significant changes to our business processes, systems, or internal controls as a result of implementing the standard.

Prior year financial statements were not required to be recast under the new standard and, therefore, have not been reflected as such in our consolidated financial statements.

ASU 2019-12 is effective for the Company beginning January 1, 2021.

| | | | $ | 7,721,798 | | | | | $ | 7,680,614 | |

Land-related charges have not been a significant broad-based issue since the U.S. housing recovery began in 2012.

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: 2020.][added: 2021.]

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: 2020.][added: 2021.]

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: 2020.][added: 2021.]

Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

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: 2020.][added: 2021.]

We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and our report dated February [removed: 2, 2021] [added: 7, 2022] expressed an unqualified opinion thereon.

Atlanta, [removed: GA][added: Georgia]

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

February 7, 2022

On January 24, 2020, the Company acquired the operations of Innovative Construction Group.

As permitted by the Securities and Exchange Commission, management excluded such operations from its assessment of internal control over financial reporting as of December 31, 2020.

Such operations constituted less than 1% of the Company’s consolidated total assets as of December 31, 2020, and less than 1% of the Company’s consolidated total revenues for the year then ended.

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Innovative Construction Group, which is included in the 2020 consolidated financial statements of the Company and constituted less than 1% of consolidated total assets as of December 31, 2020 and less than 1% of consolidated total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Innovative Construction Group.

February 2, 2021

PART III

This Item is not applicable

PART III

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: 2021] [added: 2022] Annual Meeting of Shareholders [removed: (“2021] [added: (“2022] Proxy Statement”), which will be filed no later than 120 days after December 31, [removed: 2020,] [added: 2021,] 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: 2021] [added: 2022] Proxy Statement under the caption “Delinquent Section 16(a) 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: 2021] [added: 2022] Proxy Statement under the caption “Corporate Governance - Governance Guidelines; Code of Ethical Business Conduct; Code of Ethics” and is incorporated herein by this reference.

Information required by this Item will be contained in the [removed: 2021] [added: 2022] Proxy Statement under the captions [removed: “2020] [added: “2021] Executive Compensation” and [removed: “2020] [added: “2021] 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.

Information required by this Item will be contained in the [removed: 2021] [added: 2022] Proxy Statement under the captions “Beneficial Security Ownership” and “Equity Compensation Plan Information” and is incorporated herein by this reference.

Information required by this Item will be contained in the [removed: 2021] [added: 2022] Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Board of Directors Information” and is incorporated herein by this reference.

Information required by this Item will be contained in the [removed: 2021] [added: 2022] Proxy Statement under the captions “Audit and Non-Audit Fees” and “Audit Committee Preapproval Policies” and is incorporated herein by reference.

| [Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019](#id8df191d133f4f9aaee4b2fefc586b41_76)] [added: 2020](#ic6cdcfe3c99e4264b74365771ff2ff7b_79)] | | | [removed: [44](#id8df191d133f4f9aaee4b2fefc586b41_76)] [added: [40](#ic6cdcfe3c99e4264b74365771ff2ff7b_79)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#id8df191d133f4f9aaee4b2fefc586b41_82)] [added: 2019](#ic6cdcfe3c99e4264b74365771ff2ff7b_85)] | | | [removed: [45](#id8df191d133f4f9aaee4b2fefc586b41_82)] [added: [41](#ic6cdcfe3c99e4264b74365771ff2ff7b_85)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#id8df191d133f4f9aaee4b2fefc586b41_85)] [added: 2019](#ic6cdcfe3c99e4264b74365771ff2ff7b_88)] | | | [removed: [46](#id8df191d133f4f9aaee4b2fefc586b41_85)] [added: [42](#ic6cdcfe3c99e4264b74365771ff2ff7b_88)] | | |

| [Consolidated Statements of Shareholders' Equity for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#id8df191d133f4f9aaee4b2fefc586b41_88)] [added: 2019](#ic6cdcfe3c99e4264b74365771ff2ff7b_91)] | | | [removed: [47](#id8df191d133f4f9aaee4b2fefc586b41_88)] [added: [43](#ic6cdcfe3c99e4264b74365771ff2ff7b_91)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#id8df191d133f4f9aaee4b2fefc586b41_91)] [added: 2019](#ic6cdcfe3c99e4264b74365771ff2ff7b_94)] | | | [removed: [48](#id8df191d133f4f9aaee4b2fefc586b41_91)] [added: [44](#ic6cdcfe3c99e4264b74365771ff2ff7b_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id8df191d133f4f9aaee4b2fefc586b41_94)] [added: Statements](#ic6cdcfe3c99e4264b74365771ff2ff7b_97)] | | | [removed: [49](#id8df191d133f4f9aaee4b2fefc586b41_94)] [added: [45](#ic6cdcfe3c99e4264b74365771ff2ff7b_97)] | | |

| | | | | | | (d) | | | | | | [Amended and Restated By-laws of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on [removed: May](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a32-bylawsamendmentcle.htm) [11](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a32-bylawsamendmentcle.htm)[, 20](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a32-bylawsamendmentcle.htm)[2](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a32-bylawsamendmentcle.htm)[0](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a32-bylawsamendmentcle.htm)[)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a32-bylawsamendmentcle.htm)] [added: May 11, 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a32-bylawsamendmentcle.htm)] | | |

| | | | | | | (f) | | | | | | [removed: [Fourth](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm) [Amendment] [added: [Fourth Amendment] to Amended and Restated Section 382 Rights Agreement, dated as of [removed: Ma](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm)[y] [added: May] 8, [removed: 2020](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm)[,] [added: 2020,] 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 [removed: Ma](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm)[y](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm) [11, 2020](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm)[)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm)] [added: May 11, 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a41-fourthamendmentto3.htm)] | | |

| [added: (21)] | | | | | | [removed: (g)] | | | | | | [removed: [Description] [added: [Subsidiaries] of the [removed: Registrant's Securities] [added: Registrant] (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit4g-descriptionofreg.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit21-subsidiarylistin.htm)] | | |

| | | | | | | [removed: (c)] [added: (d)] | | | | | | [PulteGroup, Inc. 2013 [removed: Senior Management] [added: Stock] Incentive Plan (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] of our Current Report on Form 8-K, filed with the SEC on May 13, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1012013seniormanagementi.htm)*] [added: 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)*] | | |

| | | | | | | [removed: (d)] [added: (b)] | | | | | | [PulteGroup, Inc. 2019 Senior Management Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on February 8, 2019)*](http://www.sec.gov/Archives/edgar/data/822416/000082241619000010/seniormanagementincentivep.htm) | | |

| | | | | | | [removed: (e)] [added: (c)] | | | | | | [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: (f)] [added: (j)] | | | | | | [removed: [Form of PulteGroup,] [added: [PulteGroup,] Inc. [removed: Long Term Incentive Award Agreement] [added: Executive Severance Policy] (Incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] of our Current Report on Form 8-K, filed with the SEC on [removed: May 20, 2008)](http://www.sec.gov/Archives/edgar/data/822416/000095012408002422/k26875exv10w3.htm)*] [added: February 12, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)*] | | |

| | | | | | | (g) | | | | | | [removed: [Form] [added: [Description] of [removed: PulteGroup, Inc. 2008-2010 Grant Acceptance Agreement - Company Performance Measures] [added: the Registrant's Securities] (Incorporated by reference to Exhibit [removed: 10.4] [added: 4(g)] of our [removed: Current Report] [added: current report] on Form [removed: 8-K,] [added: 10-K] filed with the SEC on [removed: May 20, 2008)](http://www.sec.gov/Archives/edgar/data/822416/000095012408002422/k26875exv10w4.htm)*] [added: February 2, 2021)](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit4g-descriptionofreg.htm)] | | |

| | | | | | | [removed: (h)] [added: (x)] | | | | | | [removed: [Form of] [added: [Release, Non-Competition, Non-Solicitation and Confidentiality Agreement by and between] PulteGroup, Inc. [removed: 2008-2010 Grant Acceptance Agreement - Individual Performance Measures] [added: and Stephen Schlageter, dated as of May 8, 2020] (Incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] of [removed: our] [added: PulteGroup Inc.'s] Current Report on Form 8-K, filed with the SEC on May [removed: 20, 2008)](http://www.sec.gov/Archives/edgar/data/822416/000095012408002422/k26875exv10w5.htm)*] [added: 11, 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a101-schlageterseparat.htm)*] | | |

| | | | | | | [removed: (i)] [added: (s)] | | | | | | [removed: [PulteGroup, Inc. 2013 Stock Incentive Plan] [added: [Sixth Amendment to Amended and Restated Master Repurchase Agreement dated August 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 [removed: May 13, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)*] [added: August 9, 2018)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000040/ex-101sixthamendmenttoamen.htm)] | | |

| | | | | | | [removed: (j)] [added: (e)] | | | | | | [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: (k)] [added: (f)] | | | | | | [Amendment Number Two to the PulteGroup, Inc. 2013 Stock Incentive Plan dated December 3, 2020 [removed: (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)*] [added: (](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[I](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[ncorporated by refe](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[r](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[e](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[nce to Exhibit](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm) [10](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[(](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[k) of our Annual Rep](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[ort on Form 10-K for the](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm) [year ended December 31, 2020](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm) [](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)[)](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)*] | | |

| | | | | | | [removed: (l)] [added: (h)] | | | | | | [PulteGroup, Inc. [removed: 2004 Stock Incentive] [added: Long Term Compensation Deferral] Plan [removed: (as] [added: (As] Amended and Restated [removed: as of July 9, 2009)] [added: Effective January 1, 2004)] (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2009)](http://www.sec.gov/Archives/edgar/data/822416/000119312509227055/dex10a.htm)*] [added: March 31, 2006)](http://www.sec.gov/Archives/edgar/data/822416/000095012406002524/k04976exv10wxay.txt)*] | | |

| | | | | | | [removed: (m)] [added: (g)] | | | | | | [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: (n)] [added: (k)] | | | | | | [removed: [Form of Stock Option Agreement under PulteGroup,] [added: [PulteGroup,] Inc. [removed: 2002 and 2004 Stock Incentive Plans] [added: Amended Retirement Policy (Effective November 30, 2017)] (Incorporated by reference to Exhibit [removed: 10(s)] [added: 10(u)] of our Annual Report on Form 10-K for the year ended December 31, [removed: 2007)](http://www.sec.gov/Archives/edgar/data/822416/000095012408000805/k24131exv10wxsy.htm)*] [added: 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000009/exhibit10u-amendedpulteret.htm)*] | | |

| | | | | | | [removed: (q)] [added: (i)] | | | | | | [PulteGroup, Inc. Deferred Compensation Plan For Non-Employee Directors, as amended and restated effective as [removed: 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)*] [added: of](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm) [December 31, 2021](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm) [(](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)[Fi](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)[led herewi](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)[th](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)[)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)*] | | |

| | | | | | | [removed: (s)] [added: (t)] | | | | | | [removed: [PulteGroup, Inc. Executive Severance Policy] [added: [Ninth Amendment to Amended and Restated Master Repurchase Agreement dated August 1, 2019] (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 [removed: February 12, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)*] [added: August 5, 2019)](http://www.sec.gov/Archives/edgar/data/822416/000082241619000038/a9thamendmenttomra.htm)] | | |

| | | | | | | [removed: (u)] [added: (l)] | | | | | | [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, 2018)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000029/ex101phm-2ndamendmenttorca.htm) | | |

| | | | | | | [removed: (v)] [added: (n)] | | | | | | [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: (w)] [added: (o)] | | | | | | [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: (x)] [added: (p)] | | | | | | [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: (y)] [added: (q)] | | | | | | [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: (z)] [added: (r)] | | | | | | [Fifth Amendment to Amended and Restated Master Repurchase Agreement dated August 14, 2017 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 15, 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241617000039/ex101-fifthamendmenttopmcm.htm) | | |

| | | | | | | [removed: (aa)] [added: (u)] | | | | | | [removed: [Sixth] [added: [Tenth] Amendment to Amended and Restated Master Repurchase Agreement dated August [removed: 3, 2018] [added: 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, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000040/ex-101sixthamendmenttoamen.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/822416/000082241619000041/a10thamendmenttomra.htm)] | | |

| | | | | | | [removed: (ab)] [added: (v)] | | | | | | [removed: [Ninth Amendment to] [added: [Second] Amended and Restated Master Repurchase Agreement dated [removed: August 1, 2019] [added: July 30, 2020, 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 [removed: PulteGroup, Inc.'s] [added: our] Current Report on Form 8-K, filed with the SEC on August [removed: 5, 2019)](http://www.sec.gov/Archives/edgar/data/822416/000082241619000038/a9thamendmenttomra.htm)] [added: 3, 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000035/secondamendedandrestated.htm)] | | |

| | | | | | | [removed: (ac)] [added: (w)] | | | | | | [removed: [Tenth Amendment to] [added: [Third] Amended and Restated Master Repurchase [removed: Agreement] [added: Agreement,] dated [removed: August 7, 2019 (Incorporated] [added: as of July 29, 2021, among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller (incorporated] by reference to Exhibit 10.1 of PulteGroup, [removed: Inc.'s] [added: Inc's] Current Report on Form 8-K, filed with the SEC on [removed: August 9, 2019)](http://www.sec.gov/Archives/edgar/data/822416/000082241619000041/a10thamendmenttomra.htm)] [added: July 30, 2021)](http://www.sec.gov/Archives/edgar/data/0000822416/000082241621000031/a20213rdamendedandrestat.htm)] | | |

| [removed: (21)] [added: (22)] | | | | | | | | | | | | [removed: [Subsidiaries] [added: [List] of [removed: the Registrant] [added: Guarantor Subsidiaries] (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit21-subsidiarylistin.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit22-listofguarantors.htm)] | | |

| (23) | | | | | | | | | | | | [Consent of Independent Registered Public Accounting Firm (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit23-consent123120.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit23-consent123121.htm)] | | |

| (24) | | | | | | | | | | | | [Power of Attorney (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit24-powerofattorney1.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit24-powerofattorney1.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/822416/000082241621000007/exhibit31aceocertification.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit31aceocertification.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/822416/000082241621000007/exhibit31bcfocertification.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit31bcfocertification.htm)] | | |

| (32) | | | | | | | | | | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit32-certification123.htm)[ertification] [added: [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/822416/000082241621000007/exhibit32-certification123.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit32-certification123.htm)] | | |

| [Report of Independent Registered Public Accounting Firm](#ic6cdcfe3c99e4264b74365771ff2ff7b_154) (PCAOB ID: 42) | | | [68](#ic6cdcfe3c99e4264b74365771ff2ff7b_154) | | |

| | | | | | | (m) | | | | | | [First Amendment to Second Amended and Restated Credit Agreement dated as of July 30, 2021 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(b) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021](http://www.sec.gov/Archives/edgar/data/822416/000082241621000040/exhibit10bfirstamendmentto.htm)[)](http://www.sec.gov/Archives/edgar/data/822416/000082241621000040/exhibit10bfirstamendmentto.htm) | | |

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| | | | | | | (b) | | | | | | [PulteGroup, Inc. 2002 Stock Incentive Plan (Incorporated by reference to our Proxy Statement dated April 3, 2002 and as Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-123223)](http://www.sec.gov/Archives/edgar/data/822416/000095012402001208/k67058ddef14a.htm#005)* | | |

| | | | | | | (o) | | | | | | [Form of Stock Option Agreement (as amended) under PulteGroup, Inc. 2002 and 2004 Stock Incentive Plans (Incorporated by reference to Exhibit 10(t) of our Annual Report on Form 10-K for the year ended December 31, 2007)](http://www.sec.gov/Archives/edgar/data/822416/000095012408000805/k24131exv10wxty.htm)* | | |

| | | | | | | (p) | | | | | | [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)* | | |

| | | | | | | (r) | | | | | | [Form of Performance Award Agreement under PulteGroup, Inc. 2008 Senior Management Incentive Plan (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)](http://www.sec.gov/Archives/edgar/data/822416/000082241612000020/exhibit10aperformanceaward.htm)* | | |

| | | | | | | (t) | | | | | | [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)* | | |

| | | | | | | (ad) | | | | | | [Second Amended and Restated Master Repurchase Agreement dated July 30, 2020, 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 August 3, 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000035/secondamendedandrestated.htm) | | |

| | | | | | | (ae) | | | | | | [Letter Agreement by and among William J. Pulte (grandson of the founder), William J. Pulte (founder), William J. Pulte Trust dtd 01/26/90, Joan B. Pulte Trust dtd 01/26/90 and PulteGroup, Inc., dated September 8, 2016 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on September 8, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000089/ex101-letteragreement.htm) | | |

| | | | | | | (af) | | | | | | [Release, Non-Competition, Non-Solicitation and Confidentiality Agreement by and between PulteGroup, Inc. and Stephen Schlageter, dated as of May 8, 2020 (Incorporated by reference to Exhibit 10.1 of PulteGroup Inc.'s Current Report on Form 8-K, filed with the SEC on May 11, 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a101-schlageterseparat.htm)* | | |

| (22) | | | | | | | | | | | | [List of Guarantor Subsidiaries](https://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit22-listofguarantors.htm) | | |

| February [removed: 2, 2021] [added: 7, 2022] | | | By: | | | | | | /s/ Robert T. O'Shaughnessy | | |

| February 7, 2022 | | | | | | | | | | | | | | | | | | | | |

| February 2, 2021 | | | | | | | | | | | | | | | | | | | | |

Set forth below is certain information with respect to our executive officers.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Position | | | | | | Year Became An Executive Officer | | |

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| Ryan R. Marshall | | | | | | 46 | | | | | | President and Chief Executive Officer | | | | | | 2012 | | |

| John J. Chadwick | | | | | | 59 | | | | | | Executive Vice President and Chief Operating Officer | | | | | | 2019 | | |

| Robert T. O'Shaughnessy | | | | | | 55 | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2011 | | |

| Todd N. Sheldon | | | | | | 53 | | | | | | Executive Vice President, General Counsel and Corporate Secretary | | | | | | 2017 | | |

| Michelle Hairston | | | | | | 44 | | | | | | Senior Vice President, Human Resources | | | | | | 2018 | | |

| Brien P. O'Meara | | | | | | 48 | | | | | | Vice President and Controller | | | | | | 2020 | | |

The following is a brief account of the business experience of each officer during the past five years:

Mr. Marshall was appointed Chief Executive Officer in September 2016.

Previously, he held the positions of President since February 2016 and Executive Vice President, Homebuilding Operations since May 2014.

Mr. Chadwick was appointed Executive Vice President and Chief Operating Officer in April 2019 and previously held the position of Area President over various geographical markets since 2012.

Mr. O'Shaughnessy was appointed Executive Vice President and Chief Financial Officer in May 2011.

Mr. Sheldon was appointed Executive Vice President, General Counsel and Corporate Secretary in March 2017.

Prior to joining our company, he served as Executive Vice President, General Counsel and Secretary at Americold Realty Trust from June 2013 to March 2017.

Ms. Hairston was appointed Senior Vice President, Human Resources in April 2018 and previously held the positions of Area Vice President of Human Resources, for the East and Midwest Areas since May 2015 and Vice President of Human Resources, Talent Acquisition between May 2015 and September 2016.

Mr. O'Meara was appointed Vice President and Controller in February 2017 and previously held the position of Assistant Controller since January 2013.

There is no family relationship between any of the officers.

Each officer serves at the pleasure of the Board of Directors.

PART II