PulteGroup (PHM) 10-K risk factor changes: FY2022 vs FY2021

The homebuilding industry is cyclical and [removed: a deterioration] [added: deteriorations] in industry conditions or downward changes in general economic or other business conditions [removed: could adversely affect] [added: have historically affected] our business [removed: or our] [added: and] financial [removed: results.][added: results and could do so in the future.]

Adverse changes in any of these conditions generally, or in the markets where we operate, could decrease demand and pricing for new homes in these areas [removed: or] [added: and] result in customer cancellations of pending contracts, which could adversely affect the number of home deliveries we make or reduce the prices we can charge for homes, either of which could result in a significant decrease in our revenues and earnings that could materially and adversely affect our financial condition.

[removed: Future increases] [added: Increases] in interest rates, reductions in mortgage availability, or other increases in the effective costs of owning a home [removed: could prevent] [added: have prevented] potential customers from buying our homes and adversely [removed: affect] [added: affected] our business and financial results.

[removed: Potential] [added: Increases in interest rates can adversely affect the market for new homes, as potential] homebuyers may be less willing or able to pay the increased monthly costs resulting from higher interest rates or to obtain mortgage financing.

In addition, significant inflation is often accompanied by higher interest rates, which [removed: may] [added: recently] have [added: had] a negative impact on demand for our homes.

In an inflationary [removed: environment,] [added: environment like the one we are currently experiencing,] 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 could reduce our profit margins or reduce the number of consumers who can afford to purchase one of our homes.

[removed: These increases have increased our operational costs in recent periods, and] [added: Although these prices tempered during the second half of 2022,] 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.

Supply shortages and other risks related to the demand for skilled labor and building materials [added: have and] could [added: continue to] increase costs and delay deliveries.

[removed: This increase in demand and] [added: These factors, along with] the consolidation of ownership of the source of supply for certain building [removed: materials] [added: materials,] have [removed: combined] [added: resulted in significant increases] to [removed: significantly increase] the prices of those materials.

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

When market conditions are such that land values are not appreciating, land option arrangements previously entered into may become less desirable, at which time we may elect to forego deposits and pre-acquisition costs and terminate the [removed: agreement.][added: agreements.]

At times we have been required to record significant write-downs of the carrying value of our land [removed: inventory,] [added: inventory] and we have elected not to exercise options to purchase land, even though that required us to forfeit deposits and write-off pre-acquisition costs.

If market conditions were to deteriorate in the future, we could [added: elect not to execute additional options and] again be required to record significant write downs to our land inventory, which would decrease the asset values reflected on our balance sheet and materially and adversely affect our earnings and our [removed: stockholders'] [added: shareholders'] equity.

When we learn of practices that do not comply with applicable laws, regulations, 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 [removed: 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.]

For instance, in [removed: 2019, several hurricanes] [added: 2022, Hurricane Ian] caused [added: significant] disruptions in [removed: our southeastern coastal markets] [added: Florida] but did not result in a material impact to our results of operations.

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

Government restrictions, standards, or regulations intended to reduce greenhouse gas emissions or potential climate change impacts are [added: also] likely to result in restrictions on land development in certain areas and may increase energy, transportation, or raw material costs, which could reduce our housing gross profit margins and adversely affect our results of operations.

For example, as the risk of flooding in coastal and other flood prone areas [removed: increases,] [added: increases or the results of climate change result in water scarcity,] 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 [added: costs and greater competition for more desirable land parcels.]

At December 31, [removed: 2021,] [added: 2022,] we had cash, cash equivalents, and restricted cash of [removed: $1.8] [added: $1.1] billion as well as [removed: $701.2] [added: $946.6] million available under our revolving credit facility ("Revolving Credit Facility").

At December 31, [removed: 2021,] [added: 2022,] we had outstanding letters of credit and surety bonds totaling [removed: $298.8] [added: $303.4] million and [removed: $1.8] [added: $2.2] billion, respectively.

As of December 31, [removed: 2021,] [added: 2022,] we had deferred tax assets of [removed: $164.2] [added: $113.2] million, against which we provided a valuation allowance of [removed: $25.2] [added: $30.9] million.

Our shareholder rights plan, as amended, expires June 1, [removed: 2022,] [added: 2025,] unless our Board of Directors and shareholders approve an amendment to extend the term prior thereto.

If we were unable to sell loans into the secondary mortgage market or directly to Fannie Mae and Freddie Mac, we would have to either (a) curtail our origination of residential mortgage loans, which among other things, could significantly reduce our ability to sell homes, or (b) commit our own funds to long term investments in mortgage loans, which, in addition to requiring [removed: us to deploy substantial amounts of our own funds, could delay the time when we recognize revenues from home sales on our statements of operations.]

Our business has been materially and adversely disrupted by the ongoing outbreak and worldwide spread of COVID-19 and could be materially and adversely disrupted by another epidemic or [removed: pandemic,] [added: pandemic like COVID-19,] 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.

Information technology failures or data security breaches could harm our [removed: business.][added: business and result in substantial costs.]

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 [removed: proceedings, which] [added: proceedings] could include penalties or fines and require us to incur significant costs to remediate or otherwise resolve.

[added: Also, the loss of a] significant number of operating employees in key roles or geographies where we are not able to hire qualified replacements could have a material adverse effect on our business.

For example, beginning in the second quarter of 2022, we experienced lower than expected signups and traffic among all buyer groups as mortgage rates increased in response to the Federal Reserve's increases to the federal funds rate through 2022 as part of their effort to reduce inflation.

This resultant slowdown in signups and traffic was more pronounced during the second half of 2022 as the Federal Reserve's rate hikes resulted in mortgage rates reaching their highest levels since 2008.

Ongoing volatility in interest rates may continue to negatively impact our operations and financial results.

As noted previously, historically high inflation, increased interest rates and overall economic conditions in 2022 have impacted the affordability of our homes and consumer sentiment resulting in a significant slowdown in our business and impacts to our financial results.

It is uncertain how long these current economic conditions, or the associated impacts on our business and financial results, will continue.

We are currently experiencing heightened labor and materials prices which have resulted primarily from increased demand and inflationary monetary policy stemming from the onset of the COVID-19 pandemic in early 2020.

Labor shortages, which began after the onset of the COVID-19 pandemic, have continued to limit the availability of certain materials and construction labor.

Increased costs and

shortages of labor and materials have caused increases in construction costs, and construction delays.

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.

The impact of climate change and climate change or other governmental regulation may adversely impact our business.

In addition to more frequent extreme weather events, global climate change can also impact our operations through extensive governmental policy developments and shifts in consumer sentiment which have the potential individually or collectively to significantly disrupt our business as well as negatively affect our suppliers, independent contractors and customers.

For instance, the requirement to modify our home designs mandated by upgraded building codes or recommended practices given a region’s particular exposure to climate conditions can increase our costs, which we may not be able to recoup by increasing the price of our homes.

us to deploy substantial amounts of our own funds, could delay the time when we recognize revenues from home sales on our statements of operations.

For instance, in 2020, the World Health Organization declared COVID-19 a pandemic, resulting in federal, state and local governments and private entities mandating various restrictions, including the closures of non-essential businesses for a period of time.

These restrictions had an adverse impact on our business beginning in the spring of 2020.

As effective treatment and mitigation measures for COVID-19 advanced, economic activity gradually resumed and demand for new homes improved significantly.

The effects of the pandemic on economic activity, combined with the strong demand for new homes, caused many disruptions to our supply chain and shortages in certain building components and materials, as well as labor shortages.

These conditions caused our construction cycles to lengthen and while our business is now fully functioning, some of those conditions continue to impact our operations and financial performance.

There is continuing uncertainty regarding how long COVID-19 and its resultant effect on the economy will continue to impact our supply chain and operations.

Our operational and financial performance could be impacted by a resurgence in the pandemic and any containment or mitigation measures put in place as a result of the resurgence, all of which are highly uncertain, unpredictable and outside our control.

If COVID-19 or any of its variants continues to have a significant negative impact on the economy, or if a new pandemic emerges, our results of operations and financial condition could be adversely impacted.

Increases in interest rates could adversely affect the market for new homes.

For example, during 2018, we experienced lower than expected conversions of traffic to signups, especially among first-time and move-up buyers, beginning in May 2018 when mortgage rates increased.

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.

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

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

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.

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

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

costs and greater competition for more desirable land parcels.

Risks Related to the COVID-19 Pandemic

On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures worldwide.

On March 13, 2020, the United States declared a national emergency concerning the COVID-19 outbreak, and shortly thereafter many states and municipalities also declared public health emergencies.

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.

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.

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.

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 has caused significant lost time due to isolations and any future quarantine may require us to reinstate restrictions on our operations.

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 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; 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 2022 and beyond.

Should the adverse impacts described above (or others that are currently unknown) 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 profitability.

Such impacts could be material to our consolidated financial statements in future reporting periods.

We could also be forced to reduce our average selling prices in order to generate consumer demand or in reaction to competitive pressures.

In addition, should the COVID-19 public health effort and governmental restrictions in response to the pandemic 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.

Along with a potential increase in cancellations of home purchase contracts, if there are prolonged government restrictions on our business and our customers, and/or an extended economic recession, we could be unable to produce revenues and cash flows sufficient to conduct our business; meet the terms of our covenants and other requirements under our debt obligations, and/or mortgages and land contracts due to land sellers and other loans; service our outstanding debt; or pay any dividends to our stockholders.

Such circumstances could, among other things, exhaust our available liquidity (and ability to access liquidity sources) and/or trigger an acceleration to pay a significant portion or all of our then-outstanding debt obligations, which we may be unable to do.

Also, the loss of a

[removed: The higher closing volume occurred in] [added: Supply chain constraints that began after] the [removed: face] [added: onset] of [removed: significant disruption in] the [removed: homebuilding supply chain, including] [added: COVID-19 pandemic have continued to limit] the availability of certain materials and construction [removed: labor] [added: labor, which,] combined with delays in municipal approvals and inspections, [removed: which has elongated the] [added: continue to pressure] production cycle [added: times] of the homes we are constructing.

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: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

For similar operating and financial data and discussion of our fiscal [removed: 2020] [added: 2021] results compared to our fiscal [removed: 2019] [added: 2020] 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: 2020,] [added: 2021,] which was filed with the SEC on February [removed: 2, 2021.][added: 7, 2022.]

| Homebuilding | | | $ | [removed: 2,288,128] [added: 3,307,328] | | | | | $ | [removed: 1,542,057] [added: 2,288,128] | |

| Financial Services | | | [removed: 221,717] [added: 132,230] | | | | | | [removed: 186,637] [added: 221,717] | | |

| Income before income taxes | | | [removed: 2,509,845] [added: 3,439,558] | | | | | | [removed: 1,728,694] [added: 2,509,845] | | |

| Income tax expense | | | [removed: (563,525)] [added: (822,241)] | | | | | | [removed: (321,855)] [added: (563,525)] | | |

| Net income | | | $ | [removed: 1,946,320] [added: 2,617,317] | | | | | $ | [removed: 1,406,839] [added: 1,946,320] | |

| Net income | | | $ | [removed: 7.43] [added: 11.01] | | | | | $ | [removed: 5.18] [added: 7.43] | |

- Our effective income tax rate was [removed: 22.5%] [added: 23.9%] and [removed: 18.6%] [added: 22.5%] for [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

| | | | [removed: 2021] [added: 2022] | | | | | | FY [removed: 2021] [added: 2022] vs. FY [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] | | |

| Home sale revenues | | | $ | [removed: 13,376,812] [added: 15,774,135] | | | | | [removed: 26] [added: 18] | | % | | | | $ | [removed: 10,579,896] [added: 13,376,812] | |

| Land sale and other revenues | | | [removed: 160,538] [added: 143,144] | | | | | | [removed: 71] [added: (11)] | | % | | | | [removed: 94,017] [added: 160,538] | | |

| Total Homebuilding revenues | | | [removed: 13,537,350] [added: 15,917,279] | | | | | | [removed: 27] [added: 18] | | % | | | | [removed: 10,673,913] [added: 13,537,350] | | |

| Home sale cost of revenues *(a)* | | | [removed: (9,841,961)] [added: (11,093,895)] | | | | | | [removed: 23] [added: 13] | | % | | | | [removed: (8,004,823)] [added: (9,841,961)] | | |

| Land sale and other cost of revenues | | | [removed: (134,013)] [added: (119,906)] | | | | | | [removed: 73] [added: (11)] | | % | | | | [removed: (77,626)] [added: (134,013)] | | |

| Selling, general, and administrative expenses ("SG&A") [removed: *(b)*] | | | [removed: (1,208,698)] [added: (1,381,222)] | | | | | | [removed: 20] [added: 14] | | % | | | | [removed: (1,011,442)] [added: (1,208,698)] | | |

| Loss on debt retirement | | | [removed: (61,469)] [added: —] | | | | | | [removed: *(c)*] [added: *(b)*] | | | | | | [removed: —] [added: (61,469)] | | |

| Other expense, net [removed: *(d)*] [added: *(c)*] | | | [removed: (3,081)] [added: (14,928)] | | | | | | [removed: (83)] [added: *(b)*] | | [removed: %] | | | | [removed: (17,775)] [added: (3,081)] | | |

| Income before income taxes | | | $ | [removed: 2,288,128] [added: 3,307,328] | | | | | [removed: 48] [added: 45] | | % | | | | $ | [removed: 1,542,057] [added: 2,288,128] | |

| Gross margin from home sales *(a)* | | | [removed: 26.4] [added: 29.7] | | % | | | | [added: 330 bps] | | | | | | [removed: 24.3] [added: 26.4] | | % |

| SG&A % of home sale revenues [removed: *(b)*] | | | [removed: 9.0] [added: 8.8] | | % | | | | [added: (20) bps] | | | | | | [removed: 9.6] [added: 9.0] | | % |

| Closings (units) | | | [removed: 28,894] [added: 29,111] | | | | | | [removed: 17] [added: 1] | | % | | | | [removed: 24,624] [added: 28,894] | | |

| Average selling price | | | $ | [removed: 463] [added: 542] | | | | | [removed: 8] [added: 17] | | % | | | | $ | [removed: 430] [added: 463] | |

| Units | | | [removed: 31,739] [added: 23,277] | | | | | | [removed: 8] [added: (27)] | | % | | | | [removed: 29,275] [added: 31,739] | | |

| Dollars | | | $ | [removed: 16,442,441] [added: 13,589,392] | | | | | [removed: 28] [added: (17)] | | % | | | | $ | [removed: 12,837,272] [added: 16,442,441] | |

| Cancellation rate | | | [removed: 9] [added: 19] | | % | | | | | | | | | | [removed: 14] [added: 9] | | % |

| Average active communities | | | [removed: 799] [added: 810] | | | | | | [removed: (9)] [added: 1] | | % | | | | [removed: 874] [added: 799] | | |

| Units | | | [removed: 18,003] [added: 12,169] | | | | | | [removed: 19] [added: (32)] | | % | | | | [removed: 15,158] [added: 18,003] | | |

| Dollars | | | $ | [removed: 9,858,811] [added: 7,674,068] | | | | | [removed: 45] [added: (22)] | | % | | | | $ | [removed: 6,793,182] [added: 9,858,811] | |

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

[removed: *(d)See] [added: *(c)See] "Other expense, net" for a table summarizing significant items (see* *[Note [removed: 1](#ic6cdcfe3c99e4264b74365771ff2ff7b_100)).*][added: 1](#i9a7fd1e48717415a8894477cc871289b_94)).*]

Home sale revenues for [removed: 2021] [added: 2022] were higher than [removed: 2020] [added: 2021] by [removed: $2.8] [added: $2.4] billion, or [removed: 26%.][added: 18%.]

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

The [removed: higher] [added: increase in] average selling price reflects the impact of pricing actions taken in response to [removed: the higher] [added: robust consumer] demand [removed: as well as increased input costs,] [added: in 2021 and early 2022 when the majority of the homes that closed in 2022 were placed under contract with customers,] partially offset by [removed: a small] [added: an] increase in the mix of first-time buyer homes, which typically carry a lower sales price.

Home sale gross margins were [removed: 26.4%] [added: 29.7%] in [removed: 2021,] [added: 2022,] compared with [removed: 24.3%] [added: 26.4%] in [removed: 2020.][added: 2021.]

[removed: As] [added: This resulted in] a [removed: result, the] [added: strong] pricing [removed: environment remains strong,] [added: environment,] which [removed: has] allowed us to [removed: effectively manage pressure] [added: offset increases] in house and land costs through pricing [removed: actions.][added: actions in 2022.]

Land sales and other revenues contributed income of [removed: $26.5] [added: $23.2] million and [removed: $16.4] [added: $26.5] million in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

SG&A as a percentage of home sale revenues was [removed: 9.0%] [added: 8.8%] and [removed: 9.6%] [added: 9.0%] in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The [added: gross] dollar amount of our SG&A increased [removed: $197.3] [added: $172.5] million, or [removed: 20%,] [added: 14%,] in [removed: 2021] [added: 2022] compared with [removed: 2020.][added: 2021.]

Our home sales revenues increased 18% in 2022 compared to 2021, while our gross margins increased 330 bps.

These results were driven by increases in selling prices in response to robust consumer demand in 2021 and early 2022, when the majority of the homes closed in 2022 were placed under contract with customers.

However, the strength of new home demand rapidly declined starting in the second quarter of 2022 as the Federal Reserve increased benchmark interest rates in response to inflation, which, in turn, drove national mortgage and other interest rates higher, impacting home affordability and consumer sentiment.

These increases in interest rates, along with ongoing high inflation, waning consumer confidence, and other macroeconomic factors, have tempered new home demand in all of our markets.

As a result, net new orders declined 27% for the year ended 2022 compared to 2021.

This decline was concentrated in the back half of the year, with net new orders declining 28% and 41% in the third and fourth quarters, respectively, compared with the same periods in 2021.

As a result, our order backlog in units decreased 32% from December 31, 2021 to December 31, 2022.

In addition to lower new orders, our order cancellation rate also increased significantly in the second half of 2022, ending the year with a fourth quarter cancellation rate of 32% compared with 11% in the fourth quarter of 2021.

The time required to construct a home was approximately two months longer in 2022 compared with 2021.

The noted supply chain and labor issues have led to significant cost pressures in almost all areas of our business, but especially related to construction labor and materials.

For example, lumber experienced heightened volatility during 2022, evidenced by a nearly 75% decrease from its early 2022 peak to its price on December 31, 2022.

Despite these challenges, pricing remained elevated in 2022 overall as average selling prices increased 17% compared to 2021.

In 2021 and the first half of 2022, we were able to increase pricing to offset the majority of such cost increases, but pricing may be significantly more challenged in the near term given the lower demand for new homes.

In response to the significant shift in market conditions in 2022, we have slowed the pace of our housing starts, have increased sales incentives, and are taking additional pricing actions in the majority of our communities.

We are updating the underwriting for each of our land option contracts prior to buying additional land and have made decisions in recent months to terminate a number of land option agreements, which resulted in write-offs of deposits and pre-acquisition costs totaling $63.6 million in 2022.

We plan to work with our trade partners to update the costs for materials, labor, and services to reflect current market conditions and will adjust our overhead cost structure as necessary to align with demand.

Despite these challenges, we remain focused on taking a measured approach to our capital allocation strategy in response to the current operating environment.

Accordingly, we are focused on protecting liquidity and closely managing our cash flows, including the following planned actions:

–Limiting our investment in land acquisition and development spend in 2023;

–Updating the underwriting on each of our land option contracts prior to buying additional land;

–Continuing our focus on increasing our lot optionality within our land pipeline for increased flexibility;

–Maintaining a sufficient level of spec inventory in response to buyer preference to close in 30 to 90 days;

–Taking a more opportunistic approach to share buybacks; and

–Maintaining ample liquidity.

We expect that the more challenging environment for new residential housing will continue through at least 2023 and will result in lower revenues and profitability during those periods.

Despite these conditions, there remains a housing shortage across the United States, and we are confident in our ability to navigate this environment and to position the Company to take advantage of opportunities as they arise.

| | | | 2022 | | | | | | 2021 | | |

*•*Homebuilding income before income taxes increased 45% in 2022, primarily as the result of a 17% higher average selling price combined with a 330 bps increase in gross margin due to the robust consumer demand environment in 2021 and early 2022 when the majority of the homes closed in 2022 were placed under contract with the customers.

- Financial Services income before income taxes decreased 40% in 2022 compared with 2021 primarily as the result of a lower capture rate and revenue per loan due to increased competitiveness in the mortgage industry in 2022.

The higher effective tax rate in 2022 was primarily due to changes in valuation allowances relating to projected utilization of certain state net operating loss carryforwards (see [Note 8](#i9a7fd1e48717415a8894477cc871289b_118)).

The year-over-year increase in average selling price occurred in substantially all of our markets.

Gross margins remained strong in both 2022 and 2021 relative to historical levels.

Gross margins reflect the robust consumer demand that existed in 2021 and early 2022 when the majority of the homes that closed were placed under contract with customers, combined with limited supplies of new and existing housing inventory.

These results also reflect insurance reserve reversals of $65.0 million and $81.1 million in 2022 and 2021, respectively, based on favorable claims experience in recent years relative to historical expectations.

| | | | 2022 | | | | | | 2021 | | |

| Equity in earnings of unconsolidated entities ([Note 4](#i9a7fd1e48717415a8894477cc871289b_106)) | | | 50,680 | | | | | | 17,200 | | |

| Miscellaneous, net | | | 7,382 | | | | | | 7,053 | | |

The higher write-offs of deposits and pre-acquisition costs in 2022 occurred primarily in the second half of 2022 as we made decisions to terminate a number of land option agreements due to the aforementioned lower consumer demand in recent months.

The 2022 results included a gain of $49.1 million related to a property sale in an unconsolidated entity in Northern California.

The lower new order volume began in mid-2022 as the market responded to increased affordability

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.

The favorable demand for new housing has been driven by mortgage interest 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 centers or to relocate from higher cost geographical regions.

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

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.

In response, we have increased our investments in land acquisition and development, and we expect the number of our active communities to increase meaningfully in 2022.

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 income before income taxes increased 48% in 2021, primarily as the result of higher revenues and gross margins and improved overhead management.

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)).

The lower effective tax rate in 2020 resulted primarily from a benefit for federal energy efficient homes credits related to homes closed in prior years (see [Note 8](#ic6cdcfe3c99e4264b74365771ff2ff7b_130)).

| Goodwill impairment | | | — | | | | | | *(c)* | | | | | | (20,190) | | |

*(b)Includes 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)).*

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.

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.

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.

The 2020 SG&A expense also reflects severance costs of $10.3 million recorded in the second quarter of 2020 as we took actions to reduce overhead expenses due to the disruption caused by the early stages of 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: 2021] [added: 2022] and [removed: 2020] [added: 2021] ($000’s omitted).

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

| | | | As of December 31, [removed: 2020] [added: 2022] for the Years [removed: ending] [added: ended] December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2021] [added: 2023] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Variable rate debt *(a)* | | | $ | [removed: 411,821] [added: 586,711] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 411,821] [added: 586,711] | | | | | $ | [removed: 411,821] [added: 586,711] | |

| Average interest rate | | | [removed: 2.55] [added: 5.39] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 2.55] [added: 5.39] | | % | | | | | | |

There were no borrowings outstanding under our Revolving Credit Facility at either December 31, [removed: 2021] [added: 2022] or [removed: 2020.*][added: 2021.*]

At December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] residential mortgage loans available-for-sale had an aggregate fair value of [removed: $947.1] [added: $677.2] million and [removed: $565.0] [added: $947.1] million, respectively.

At December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we had aggregate interest rate lock commitments of [removed: $337.9] [added: $653.2] million and [removed: $367.2] [added: $337.9] million, respectively, which were originated at interest rates prevailing at the date of commitment.

Unexpired forward contracts totaled [removed: $903.0 million] [added: $1.0 billion] and [removed: $686.4] [added: $903.0] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, and whole loan investor commitments totaled [removed: $310.0] [added: $285.9] million and [removed: $169.6] [added: $310.0] million, respectively, at such dates.

Generally, the words [removed: “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “project,” “may,” “can,” “could,” “might,” "should", “will”] [added: "believe," "expect," "intend," "estimate," "anticipate," "plan," "project," "may," "can," "could," "might," "should," "will,"] and similar expressions identify forward-looking statements, including statements related to any potential impairment charges and the impacts or effects thereof, expected operating and performing results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future.

See [Item 1A – Risk [removed: Factors](#ic6cdcfe3c99e4264b74365771ff2ff7b_22)] [added: Factors](#i9a7fd1e48717415a8894477cc871289b_22)] for a further discussion of these and other risks and uncertainties applicable to our businesses.

| Fixed rate debt | | | $ | 20,841 | | | | | $ | 30,792 | | | | | $ | — | | | | | $ | 503,595 | | | | | $ | 500,000 | | | | | $ | 1,000,000 | | | | | $ | 2,055,228 | | | | | $ | 2,079,218 | |

| Average interest rate | | | 2.45 | | % | | | | 4.72 | | % | | | | — | | % | | | | 5.49 | | % | | | | 5.00 | | % | | | | 6.71 | | % | | | | 5.92 | | % | | | | | | |

| Fixed rate debt | | | $ | 451,596 | | | | | $ | 14,456 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,300,000 | | | | | $ | 2,766,052 | | | | | $ | 3,415,662 | |

| Average interest rate | | | 4.10 | | % | | | | 0.28 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 5.90 | | % | | | | 5.57 | | % | | | | | | |

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the registrant’s voting shares held by nonaffiliates of the registrant as of June 30, [removed: 2021,] [added: 2022,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was [removed: $14,115,791,937.][added: $9,157,617,302.]

As of January [removed: 20, 2022,] [added: 18, 2023,] the registrant had [removed: 248,650,958] [added: 225,596,780] shares of common shares outstanding.

Applicable portions of the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.

| 1A | | | [Risk [removed: Factors](#ic6cdcfe3c99e4264b74365771ff2ff7b_22)] [added: Factors](#i9a7fd1e48717415a8894477cc871289b_22)] | | | [removed: [10](#ic6cdcfe3c99e4264b74365771ff2ff7b_22)] [added: [9](#i9a7fd1e48717415a8894477cc871289b_22)] | | |

| 1B | | | [Unresolved Staff [removed: Comments](#ic6cdcfe3c99e4264b74365771ff2ff7b_25)] [added: Comments](#i9a7fd1e48717415a8894477cc871289b_25)] | | | [removed: [18](#ic6cdcfe3c99e4264b74365771ff2ff7b_25)] [added: [17](#i9a7fd1e48717415a8894477cc871289b_25)] | | |

| 3 | | | [Legal [removed: Proceedings](#ic6cdcfe3c99e4264b74365771ff2ff7b_31)] [added: Proceedings](#i9a7fd1e48717415a8894477cc871289b_31)] | | | [removed: [18](#ic6cdcfe3c99e4264b74365771ff2ff7b_31)] [added: [17](#i9a7fd1e48717415a8894477cc871289b_31)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#ic6cdcfe3c99e4264b74365771ff2ff7b_34)] [added: Disclosures](#i9a7fd1e48717415a8894477cc871289b_34)] | | | [removed: [18](#ic6cdcfe3c99e4264b74365771ff2ff7b_34)] [added: [17](#i9a7fd1e48717415a8894477cc871289b_34)] | | |

| 5 | | | [Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#ic6cdcfe3c99e4264b74365771ff2ff7b_43)] [added: Securities](#i9a7fd1e48717415a8894477cc871289b_40)] | | | [removed: [19](#ic6cdcfe3c99e4264b74365771ff2ff7b_43)] [added: [17](#i9a7fd1e48717415a8894477cc871289b_40)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic6cdcfe3c99e4264b74365771ff2ff7b_49)] [added: Operations](#i9a7fd1e48717415a8894477cc871289b_46)] | | | [removed: [21](#ic6cdcfe3c99e4264b74365771ff2ff7b_49)] [added: [19](#i9a7fd1e48717415a8894477cc871289b_46)] | | |

| 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic6cdcfe3c99e4264b74365771ff2ff7b_73)] [added: Risk](#i9a7fd1e48717415a8894477cc871289b_67)] | | | [removed: [37](#ic6cdcfe3c99e4264b74365771ff2ff7b_73)] [added: [35](#i9a7fd1e48717415a8894477cc871289b_67)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#ic6cdcfe3c99e4264b74365771ff2ff7b_76)] [added: Data](#i9a7fd1e48717415a8894477cc871289b_70)] | | | [removed: [40](#ic6cdcfe3c99e4264b74365771ff2ff7b_76)] [added: [38](#i9a7fd1e48717415a8894477cc871289b_70)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic6cdcfe3c99e4264b74365771ff2ff7b_157)] [added: Disclosure](#i9a7fd1e48717415a8894477cc871289b_133)] | | | [removed: [70](#ic6cdcfe3c99e4264b74365771ff2ff7b_157)] [added: [69](#i9a7fd1e48717415a8894477cc871289b_133)] | | |

| 9A | | | [Controls and [removed: Procedures](#ic6cdcfe3c99e4264b74365771ff2ff7b_160)] [added: Procedures](#i9a7fd1e48717415a8894477cc871289b_136)] | | | [removed: [70](#ic6cdcfe3c99e4264b74365771ff2ff7b_160)] [added: [69](#i9a7fd1e48717415a8894477cc871289b_136)] | | |

| 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic6cdcfe3c99e4264b74365771ff2ff7b_1653)] [added: Inspections](#i9a7fd1e48717415a8894477cc871289b_142)] | | | [removed: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_1653)] [added: [71](#i9a7fd1e48717415a8894477cc871289b_142)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic6cdcfe3c99e4264b74365771ff2ff7b_169)] [added: Governance](#i9a7fd1e48717415a8894477cc871289b_148)] | | | [removed: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_169)] [added: [71](#i9a7fd1e48717415a8894477cc871289b_148)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#ic6cdcfe3c99e4264b74365771ff2ff7b_175)] [added: Matters](#i9a7fd1e48717415a8894477cc871289b_154)] | | | [removed: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_175)] [added: [71](#i9a7fd1e48717415a8894477cc871289b_154)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic6cdcfe3c99e4264b74365771ff2ff7b_178)] [added: Independence](#i9a7fd1e48717415a8894477cc871289b_157)] | | | [removed: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_178)] [added: [71](#i9a7fd1e48717415a8894477cc871289b_157)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#ic6cdcfe3c99e4264b74365771ff2ff7b_181)] [added: Services](#i9a7fd1e48717415a8894477cc871289b_160)] | | | [removed: [72](#ic6cdcfe3c99e4264b74365771ff2ff7b_181)] [added: [71](#i9a7fd1e48717415a8894477cc871289b_160)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#ic6cdcfe3c99e4264b74365771ff2ff7b_187)] [added: Schedules](#i9a7fd1e48717415a8894477cc871289b_166)] | | | [removed: [73](#ic6cdcfe3c99e4264b74365771ff2ff7b_187)] [added: [72](#i9a7fd1e48717415a8894477cc871289b_166)] | | |

Homebuilding, our core business, [removed: which includes] [added: involves] the acquisition and development of land primarily for residential purposes within the U.S. and the construction of housing on such [removed: land, generated 97% of our consolidated revenues of $13.9 billion in 2021, 97% of our consolidated revenues of $11.0 billion in 2020, and 98% of our consolidated revenues of $10.2 billion in 2019.][added: land.]

Our Homebuilding operations are geographically diverse within the U.S. During [removed: 2021,] [added: 2022,] we operated out of an average of [removed: 799] [added: 810] active communities in [removed: 41] [added: 42] markets across 24 states.

During [removed: 2021,] [added: 2022,] we delivered [removed: home] closings totaling [removed: 28,894] [added: 29,111] homes, compared with [removed: 24,624] [added: 28,894] homes in [removed: 2020] [added: 2021] and [removed: 23,232] [added: 24,624] homes in [removed: 2019.][added: 2020.]

Over our history, we have delivered nearly [removed: 775,000] [added: 800,000] homes.

We predominantly sell single-family detached homes, which represented [removed: 84%] [added: 86%] of our home closings in [removed: 2021] [added: 2022, 84% in 2021,] and 85% in [removed: both 2020 and 2019.][added: 2020.]

Sales prices of home closings during [removed: 2021] [added: 2022] ranged from approximately $150,000 to over $2,500,000, with [removed: 88%] [added: 87%] falling within the range of $250,000 to $750,000.

The average unit selling price in [removed: 2021] [added: 2022] was [removed: $463,000,] [added: $542,000,] compared with [removed: $430,000] [added: $463,000] in [removed: 2020,] [added: 2021,] and [removed: $427,000] [added: $430,000] in [removed: 2019.][added: 2020.]

[removed: Among our national publicly-traded peer group, we] [added: We] believe that builders with broad geographic and product diversity and sustainable capital positions will benefit from this scale and diversification in any market conditions.

- Shorten the duration of our owned land pipeline to improve returns and reduce [removed: risks, including targeting a long-term balance of approximately three years of supply each for owned and optioned land (approximately six years of supply in total);][added: risks;]

- Focus on [removed: building-to-order while] maintaining an appropriate balance of [added: built-to-order and] speculative homes; and

- Manage the Company's capital consistent with our stated priorities: invest in the business, fund our dividend, [removed: maintain a modest leverage profile,] and routinely return excess funds to shareholders through share [removed: repurchases.][added: repurchases, while maintaining a modest leverage profile.]

At December 31, [removed: 2021,] [added: 2022,] we controlled [removed: 228,296] [added: 211,112] lots, of which [removed: 109,078] [added: 108,848] were owned and [removed: 119,218] [added: 102,264] were under land option agreements.

During [removed: 2021, 32%, 43%,] [added: 2022, 35%, 39%,] and [removed: 25%] [added: 26%] of our home closings were to first-time, move-up, and active adult customers, respectively, which reflects [removed: a slight] [added: an] increase toward first-time buyers since [removed: 2020] [added: 2021] 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 [added: 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.]

[removed: Energy efficiency represents an important source of value for new] homes compared with existing homes and represents a key area of focus for our home designs, including high efficiency heating, ventilation, and air conditioning systems and insulation, low-emissivity windows, solar power in certain geographies, and other energy-efficient features.

Backlog, which represents orders for homes that have not yet closed, was [removed: $9.9] [added: $7.7] billion [removed: (18,003] [added: (12,169] units) at December 31, [removed: 2021] [added: 2022] and [removed: $6.8] [added: $9.9] billion [removed: (15,158] [added: (18,003] units) at December 31, [removed: 2020.][added: 2021.]

Of the orders in backlog at December 31, [removed: 2021,] [added: 2022,] substantially all are scheduled to be closed during [removed: 2022,] [added: 2023,] though all orders are subject to potential cancellation by or final negotiations with the customer.

For example, labor shortages in certain of our markets have become more acute in recent years [removed: as the supply chain adjusts] [added: in response] to industry [removed: growth,] [added: growth] and [removed: the COVID-19 pandemic has] increased demand [removed: 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 [removed: strong] [added: volatile] 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 [removed: increase] [added: volatility] 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.


| | | | [Part I](#i9a7fd1e48717415a8894477cc871289b_10) | | | | | |

| 1 | | | [Business](#i9a7fd1e48717415a8894477cc871289b_13) | | | [3](#i9a7fd1e48717415a8894477cc871289b_13) | | |

| 2 | | | [Properties](#i9a7fd1e48717415a8894477cc871289b_28) | | | [17](#i9a7fd1e48717415a8894477cc871289b_28) | | |

| | | | [Part II](#i9a7fd1e48717415a8894477cc871289b_37) | | | | | |

| 6 | | | [\[Reserved\]](#i9a7fd1e48717415a8894477cc871289b_43) | | | [18](#i9a7fd1e48717415a8894477cc871289b_43) | | |

| 9B | | | [Other Information](#i9a7fd1e48717415a8894477cc871289b_139) | | | [71](#i9a7fd1e48717415a8894477cc871289b_139) | | |

| | | | [Part III](#i9a7fd1e48717415a8894477cc871289b_145) | | | | | |

| 11 | | | [Executive Compensation](#i9a7fd1e48717415a8894477cc871289b_151) | | | [71](#i9a7fd1e48717415a8894477cc871289b_151) | | |

| | | | [Part IV](#i9a7fd1e48717415a8894477cc871289b_163) | | | | | |

| 16 | | | [Form 10-K Summary](#i9a7fd1e48717415a8894477cc871289b_169) | | | [74](#i9a7fd1e48717415a8894477cc871289b_169) | | |

| | | | [Signatures](#i9a7fd1e48717415a8894477cc871289b_172) | | | [75](#i9a7fd1e48717415a8894477cc871289b_172) | | |

Homebuilding generated 98% of our consolidated revenues of $16.2 billion in 2022, 97% of our consolidated revenues of $13.9 billion in 2021, and 97% of our consolidated revenues of $11.0 billion in 2020.

Energy efficiency represents an important source of value for new

This decrease in 2022 backlog compared to 2021 was primarily the result of lower new orders during 2022 combined with an increased cancellation rate.

In October 2022, Mr. Chadwick notified the Company of his intent to retire in April 2023.

Effective January 1, 2023, Mr. Chadwick transitioned to the role of Executive Vice President.

_______________________________________________________________________

| | | | [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) | | |

| | | | [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) | | |

- Maintain disciplined business practices to maximize returns on investment;

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.

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.

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

Prior to joining our company, he served as Executive Vice President, General Counsel and Secretary at AmeriCold Realty Trust, a public real estate investment trust focused on temperature controlled storage, from June 2013 to March 2017.

In total across our organization, we lease approximately [removed: 1.5] [added: 1.6] million square feet of office space.

At January [removed: 20, 2022,] [added: 18, 2023,] there were [removed: 2,043] [added: 2,001] shareholders of record.

(1)During [removed: 2021,] [added: 2022,] participants surrendered [removed: 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 [removed: totaling $500.0 million in May 2019 and an] increase of $1.0 billion [removed: to such authorization in April 2021.][added: on January 31, 2022.]

There is no expiration date for this program, under which [removed: $457.6] [added: $382.9] million remained available as of December 31, [removed: 2021.][added: 2022.]

During [removed: 2021,] [added: 2022,] we repurchased [removed: 17.7] [added: 24.2] million shares for a total of [removed: $897.3 million] [added: $1.1 billion] under this program.

The information required by this item with respect to equity compensation plans is set forth under [Item [removed: 12](#ic6cdcfe3c99e4264b74365771ff2ff7b_175)] [added: 12](#i9a7fd1e48717415a8894477cc871289b_154)] 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: 2017,] 2018, 2019, 2020, [removed: and] 2021, [added: and 2022,] (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: 2021][added: 2022]

[removed: ][added: ]

| | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Dow Jones U.S. Select Home Construction Index | | | | | | 100.00 | | | | | | [removed: 160.15] [added: 69.27] | | | | | | [removed: 110.94] [added: 103.63] | | | | | | [removed: 165.96] [added: 131.60] | | | | | | [removed: 210.76] [added: 197.10] | | | | | | [removed: 315.66] [added: 146.02] | | |

* Assumes $100 invested on December 31, [removed: 2016,] [added: 2017,] and the reinvestment of dividends.

In December 2022, our Board of Directors approved a quarterly cash dividend of $0.16 per common share, payable on January 3, 2023, to shareholders of record on December 14, 2022.

The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon our future earnings, capital requirements and liquidity, cash flows, and financial conditions.

| October 1, 2022 to October 31, 2022 | | | 796,762 | | | | | | $ | 39.09 | | | | | 796,762 | | | | | | $ | 451,750 | | (2) | | |

| November 1, 2022 to November 30, 2022 | | | 830,203 | | | | | | 41.42 | | | | | | 830,203 | | | | | | $ | 417,360 | | (2) | | |

| December 1, 2022 to December 31, 2022 | | | 765,060 | | | | | | 45.05 | | | | | | 765,060 | | | | | | $ | 382,896 | | (2) | | |

| Total | | | 2,392,025 | | | | | | $ | 41.81 | | | | | 2,392,025 | | | | | | | | | | | |

| PULTEGROUP, INC. | | | | | | $ | 100.00 | | | | | $ | 79.24 | | | | | $ | 119.91 | | | | | $ | 135.08 | | | | | $ | 181.06 | | | | | $ | 146.27 | |

| S&P 500 Index - Total Return | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

| 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 | | |

December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and equivalents | | | $ | [removed: 1,779,088] [added: 1,053,104] | | | | | $ | [removed: 2,582,205] [added: 1,779,088] | |

| Restricted cash | | | [removed: 54,477] [added: 41,449] | | | | | | [removed: 50,030] [added: 54,477] | | |

| Total cash, cash equivalents, and restricted cash | | | [removed: 1,833,565] [added: 1,094,553] | | | | | | [removed: 2,632,235] [added: 1,833,565] | | |

| House and land inventory | | | [removed: 9,047,569] [added: 11,326,017] | | | | | | [removed: 7,721,798] [added: 9,047,569] | | |

| Land held for sale | | | [removed: 29,276] [added: 42,254] | | | | | | [removed: 27,962] [added: 29,276] | | |

| Residential mortgage loans available-for-sale | | | [removed: 947,139] [added: 677,207] | | | | | | [removed: 564,979] [added: 947,139] | | |

| Investments in unconsolidated entities | | | [removed: 98,155] [added: 146,759] | | | | | | [removed: 35,562] [added: 98,155] | | |

| Other assets | | | [removed: 1,110,966] [added: 1,291,572] | | | | | | [removed: 923,270] [added: 1,110,966] | | |

| Intangible assets | | | [removed: 146,923] [added: 135,805] | | | | | | [removed: 163,425] [added: 146,923] | | |

| Deferred tax assets | | | [removed: 139,038] [added: 82,348] | | | | | | [removed: 136,267] [added: 139,038] | | |

| Accounts payable, including book overdrafts of [removed: $87,462] [added: $87,578] and [removed: $84,505] [added: $87,462] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | $ | [removed: 621,168] [added: 565,975] | | | | | $ | [removed: 511,321] [added: 621,168] | |

| Customer deposits | | | [removed: 844,785] [added: 783,556] | | | | | | [removed: 449,474] [added: 844,785] | | |

| Deferred tax liabilities | | | [removed: 165,519] [added: 215,446] | | | | | | [removed: 103,548] [added: 165,519] | | |

| Accrued and other liabilities | | | [removed: 1,576,478] [added: 1,685,202] | | | | | | [removed: 1,407,043] [added: 1,576,478] | | |

| Financial Services debt | | | [removed: 626,123] [added: 586,711] | | | | | | [removed: 411,821] [added: 626,123] | | |

| Notes payable | | | [removed: 2,029,043] [added: 2,045,527] | | | | | | [removed: 2,752,302] [added: 2,029,043] | | |

| Total liabilities | | | [removed: 5,863,116] [added: 5,882,417] | | | | | | [removed: 5,635,509] [added: 5,863,116] | | |

| Common shares, $0.01 par value; 500,000,000 shares authorized, [removed: 249,325,873] [added: 225,840,443] and [removed: 266,464,063] [added: 249,325,873] shares issued and outstanding at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 2,493] [added: 2,258] | | | | | | [removed: 2,665] [added: 2,493] | | |

| Additional paid-in capital | | | [removed: 3,290,791] [added: 3,330,138] | | | | | | [removed: 3,261,412] [added: 3,290,791] | | |

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

| Retained earnings | | | [removed: 4,196,276] [added: 5,581,702] | | | | | | [removed: 3,306,057] [added: 4,196,276] | | |

| Total shareholders’ equity | | | [removed: 7,489,515] [added: 8,914,098] | | | | | | [removed: 6,569,989] [added: 7,489,515] | | |

For the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Home sale revenues | | | $ | [removed: 13,376,812] [added: 15,774,135] | | | | | $ | [removed: 10,579,896] [added: 13,376,812] | | | | | $ | [removed: 9,915,705] [added: 10,579,896] | |

| Land sale and other revenues | | | [removed: 160,538] [added: 143,144] | | | | | | [removed: 94,017] [added: 160,538] | | | | | | [removed: 62,821] [added: 94,017] | | |

| | | | [removed: 13,537,350] [added: 15,917,279] | | | | | | [removed: 10,673,913] [added: 13,537,350] | | | | | | [removed: 9,978,526] [added: 10,673,913] | | |

| Financial Services | | | [removed: 389,532] [added: 311,716] | | | | | | [removed: 362,169] [added: 389,532] | | | | | | [removed: 234,431] [added: 362,169] | | |

| Total revenues | | | [removed: 13,926,882] [added: 16,228,995] | | | | | | [removed: 11,036,082] [added: 13,926,882] | | | | | | [removed: 10,212,957] [added: 11,036,082] | | |

| Home sale cost of revenues | | | [removed: (9,841,961)] [added: (11,093,895)] | | | | | | [removed: (8,004,823)] [added: (9,841,961)] | | | | | | [removed: (7,628,700)] [added: (8,004,823)] | | |

| Land sale and other cost of revenues | | | [removed: (134,013)] [added: (119,906)] | | | | | | [removed: (77,626)] [added: (134,013)] | | | | | | [removed: (56,098)] [added: (77,626)] | | |

| | | | [removed: (9,975,974)] [added: (11,213,801)] | | | | | | [removed: (8,082,449)] [added: (9,975,974)] | | | | | | [removed: (7,684,798)] [added: (8,082,449)] | | |

| Financial Services expenses | | | [removed: (168,486)] [added: (180,696)] | | | | | | [removed: (175,481)] [added: (168,486)] | | | | | | [removed: (130,770)] [added: (175,481)] | | |

| Selling, general, and administrative expenses | | | [removed: (1,208,698)] [added: (1,381,222)] | | | | | | [removed: (1,011,442)] [added: (1,208,698)] | | | | | | [removed: (1,044,337)] [added: (1,011,442)] | | |

| Loss on debt retirement | | | [removed: (61,469)] [added: —] | | | | | | [removed: —] [added: (61,469)] | | | | | | [removed: (4,927)] [added: —] | | |

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

| Other expense, net | | | [removed: (2,410)] [added: (13,718)] | | | | | | [removed: (17,826)] [added: (2,410)] | | | | | | [removed: (8,549)] [added: (17,826)] | | |

| Income before income taxes | | | [removed: 2,509,845] [added: 3,439,558] | | | | | | [removed: 1,728,694] [added: 2,509,845] | | | | | | [removed: 1,339,576] [added: 1,728,694] | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | $ | 14,796,515 | | | | | $ | 13,352,631 | |

| | | | $ | 14,796,515 | | | | | $ | 13,352,631 | |

| Share issuances | | | 676 | | | | | | 7 | | | | | | 6,024 | | | | | | — | | | | | | — | | | | | | 6,031 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (143,134) | | | | | | (143,134) | | |

| Share repurchases | | | (24,162) | | | | | | (242) | | | | | | — | | | | | | — | | | | | | (1,074,431) | | | | | | (1,074,673) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,617,317 | | | | | | 2,617,317 | | |

| Shareholders' equity, December 31, 2022 | | | 225,840 | | | | | | $ | 2,258 | | | | | $ | 3,330,138 | | | | | $ | — | | | | | $ | 5,581,702 | | | | | $ | 8,914,098 | |

| Equity income from unconsolidated entities | | | (50,680) | | | | | | (17,200) | | | | | | (1,880) | | |

| Distributions of earnings from unconsolidated entities | | | 49,151 | | | | | | 2,110 | | | | | | 505 | | |

| Other, net | | | 1,431 | | | | | | 1,586 | | | | | | 263 | | |

| Debt issuance costs | | | (11,167) | | | | | | — | | | | | | — | | |

| Proceeds from liabilities related to consolidated inventory not owned | | | 58,729 | | | | | | — | | | | | | — | | |

| Payments related to consolidated inventory not owned | | | (5,915) | | | | | | — | | | | | | — | | |

Under the equity method of accounting, we recognize

See [Note 4](#i9a7fd1e48717415a8894477cc871289b_106).

See [Note 7](#i9a7fd1e48717415a8894477cc871289b_115).

See [Note 8](#i9a7fd1e48717415a8894477cc871289b_118).

necessary incremental capital, and other factors.

| | | | $ | 478,755 | | | | | $ | 5,400,241 | | | | | $ | 404,922 | | | | | $ | 5,457,878 | |

See [Note 11](#i9a7fd1e48717415a8894477cc871289b_127).

| IRLCs | | | $ | 10,830 | | | | | $ | 1,572 | | | | | $ | 8,582 | | | | | $ | 33 | |

| | | | $ | 15,780 | | | | | $ | 22,590 | | | | | $ | 9,723 | | | | | $ | 1,373 | |

| | | | 2022 | | | | | | 2021 | | |

| Consolidated inventory not owned *(a)* | | | 72,058 | | | | | | — | | |

| | | | $ | 11,326,017 | | | | | $ | 9,047,569 | |

*(a) Consolidated inventory not owned includes land sold to third parties for which the Company retains a repurchase option.*

| Midwest | | | 363,028 | | | | | | 287,956 | | | | | | 213,516 | | |

| West *(c)* | | | 687,403 | | | | | | 592,845 | | | | | | 424,304 | | |

*(c) West includes a gain of $49.1 million related to a property sale in an unconsolidated entity in 2022.*

| Northeast | | | $ | 321,687 | | | | | $ | 241,897 | | | | | $ | 45,455 | | | | | $ | — | | | | | $ | 609,039 | | | | | $ | 700,413 | |

| Southeast | | | 793,539 | | | | | | 544,867 | | | | | | 102,336 | | | | | | 20,169 | | | | | | 1,460,911 | | | | | | 1,668,053 | | |

| Florida | | | 1,417,657 | | | | | | 1,081,836 | | | | | | 125,253 | | | | | | 51,889 | | | | | | 2,676,635 | | | | | | 3,195,091 | | |

| Midwest | | | 523,194 | | | | | | 689,541 | | | | | | 22,467 | | | | | | — | | | | | | 1,235,202 | | | | | | 1,382,227 | | |

| Texas | | | 690,622 | | | | | | 726,342 | | | | | | 133,300 | | | | | | — | | | | | | 1,550,264 | | | | | | 1,735,683 | | |

| West | | | 1,662,251 | | | | | | 1,528,863 | | | | | | 238,758 | | | | | | — | | | | | | 3,429,872 | | | | | | 3,771,808 | | |

| Other homebuilding *(a)* | | | 31,236 | | | | | | 321,086 | | | | | | 11,772 | | | | | | — | | | | | | 364,094 | | | | | | 1,470,919 | | |

| | | | 5,440,186 | | | | | | 5,134,432 | | | | | | 679,341 | | | | | | 72,058 | | | | | | 11,326,017 | | | | | | 13,924,194 | | |

| Financial Services | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 872,321 | | |

| | | | $ | 5,440,186 | | | | | $ | 5,134,432 | | | | | $ | 679,341 | | | | | $ | 72,058 | | | | | $ | 11,326,017 | | | | | $ | 14,796,515 | |

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

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

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

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

| Shareholders' equity, December 31, 2018 | | | 277,110 | | | | | | $ | 2,771 | | | | | $ | 3,201,427 | | | | | $ | (345) | | | | | $ | 1,613,929 | | | | | $ | 4,817,782 | |

| Share issuances | | | 1,013 | | | | | | 10 | | | | | | 5,790 | | | | | | — | | | | | | — | | | | | | 5,800 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (124,356) | | | | | | (124,356) | | |

| Share repurchases | | | (8,435) | | | | | | (84) | | | | | | — | | | | | | — | | | | | | (274,249) | | | | | | (274,333) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,016,700 | | | | | | 1,016,700 | | |

| Other, net | | | (13,504) | | | | | | (1,112) | | | | | | 1,155 | | |

| Stock option exercises | | | 11 | | | | | | 111 | | | | | | 6,399 | | |

On April 23, 2019, we acquired certain assets of American West, located in Las Vegas, Nevada, for $163.7 million.

The assets acquired included approximately 1,200 finished lots and control of approximately 2,300 additional lots through land option agreements.

The acquired assets were recorded at their estimated fair values, including $12.0 million associated with the American West tradename, which is being amortized over a 20-year useful life.

The acquisition of these assets was not material to our results of operations or financial condition.

Total cash, cash

equivalents, and restricted cash includes restricted cash balances of $54.5 million and $50.0 million at December 31, 2021 and 2020, respectively.

Financial services revenues - Loan origination fees, commitment fees, and direct loan origination costs are recognized as incurred.

See [Note 2](#ic6cdcfe3c99e4264b74365771ff2ff7b_103).

See [Note 2](#ic6cdcfe3c99e4264b74365771ff2ff7b_103).

Such decisions take into

See [Note 2](#ic6cdcfe3c99e4264b74365771ff2ff7b_103).

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

See [Note 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142).

instruments.

| Interest rate lock commitments | | | $ | 8,582 | | | | | $ | 33 | | | | | $ | 16,179 | | | | | $ | 18 | |

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

On January 1, 2021, we adopted ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

Our adoption of ASU 2019-12 did not have a material impact on our financial statements.

On January 1, 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) and related amendments using a modified retrospective approach with an effective date as of January 1, 2019.

ASU 2016-02 requires leases with durations greater than 12 months to be recorded on balance sheet in our consolidated financial statements.

We elected the package of transition practical expedients, which allowed us to carry forward our historical assessment of (1) whether contracts are or contain leases, (2) lease classification, and (3) initial direct costs.

The adoption of ASU 2016-02 had no impact on retained earnings.

See [Note 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142) “Leases” for additional information about this adoption.

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

| Midwest | | | 285,825 | | | | | | 213,017 | | | | | | 184,438 | | |

| West | | | 594,976 | | | | | | 424,803 | | | | | | 386,361 | | |

*(b)Includes warranty charges totaling $14.8 million in 2019 related to a closed-out community (see* *[Note 11](#ic6cdcfe3c99e4264b74365771ff2ff7b_142)).*

Other homebuilding consists primarily of write-offs of capitalized interest related to such land-related charges.

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

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: 2021.][added: 2022.]

We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 7, 2022] [added: 6, 2023] expressed an unqualified opinion thereon.

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

February 6, 2023

February 7, 2022

On February 2, 2023, it was agreed that the employment of Michelle H.

Hairston, Senior Vice President, Human Resources of the Company would end effective February 10, 2023.

Ms. Hairston will be eligible for separation benefits under the PulteGroup, Inc. Executive Severance Policy, as described in the Company’s 2022 Definitive Proxy Statement filed with the Securities and Exchange Commission on March 22, 2022, based on a qualifying termination of employment without cause.

This Item is not applicable.

Information required by this Item with respect to our executive officers is set forth in [added: Part I,] Item [removed: 4A] [added: 1] of this Annual Report on Form 10-K.

Information required by this Item with respect to members of our Board of Directors and with respect to our audit committee will be contained in the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders [removed: (“2022] [added: (“2023] Proxy Statement”), which will be filed no later than 120 days after December 31, [removed: 2021,] [added: 2022,] 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 [removed: compliance with Section 16(a) of the Securities Exchange Act] [added: our code] of [removed: 1934] [added: ethics] will be contained in the [removed: 2022] [added: 2023] Proxy Statement under the caption [removed: “Delinquent Section 16(a) Reports,”] [added: “Corporate Governance - Governance Guidelines; Code of Ethical Business Conduct; Code of Ethics; Prohibition on Hedging”] and is incorporated herein by this reference.

Information required by this Item with respect to our code of ethics will be contained in the 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: 2022] [added: 2023] Proxy Statement under the captions [removed: “2021] [added: "Compensation Discussion and Analysis", "Compensation and Management Development Committee Report", "2022] Executive [removed: Compensation”] [added: Compensation"] and [removed: “2021] [added: "2022] Director [removed: Compensation”] [added: 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2021 and 2020](#ic6cdcfe3c99e4264b74365771ff2ff7b_79)] [added: 202](#i9a7fd1e48717415a8894477cc871289b_73)[2](#i9a7fd1e48717415a8894477cc871289b_73) [and 202](#i9a7fd1e48717415a8894477cc871289b_73)[1](#i9a7fd1e48717415a8894477cc871289b_73)] | | | [removed: [40](#ic6cdcfe3c99e4264b74365771ff2ff7b_79)] [added: [38](#i9a7fd1e48717415a8894477cc871289b_73)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020,] [added: 202](#i9a7fd1e48717415a8894477cc871289b_79)[2](#i9a7fd1e48717415a8894477cc871289b_79)[, 202](#i9a7fd1e48717415a8894477cc871289b_79)[1](#i9a7fd1e48717415a8894477cc871289b_79)[,] and [removed: 2019](#ic6cdcfe3c99e4264b74365771ff2ff7b_85)] [added: 20](#i9a7fd1e48717415a8894477cc871289b_79)[20](#i9a7fd1e48717415a8894477cc871289b_79)] | | | [removed: [41](#ic6cdcfe3c99e4264b74365771ff2ff7b_85)] [added: [39](#i9a7fd1e48717415a8894477cc871289b_79)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020,] [added: 202](#i9a7fd1e48717415a8894477cc871289b_82)[2](#i9a7fd1e48717415a8894477cc871289b_82)[, 202](#i9a7fd1e48717415a8894477cc871289b_82)[1](#i9a7fd1e48717415a8894477cc871289b_82)[,] and [removed: 2019](#ic6cdcfe3c99e4264b74365771ff2ff7b_88)] [added: 20](#i9a7fd1e48717415a8894477cc871289b_82)[20](#i9a7fd1e48717415a8894477cc871289b_82)] | | | [removed: [42](#ic6cdcfe3c99e4264b74365771ff2ff7b_88)] [added: [40](#i9a7fd1e48717415a8894477cc871289b_82)] | | |

| [Consolidated Statements of Shareholders' Equity for the years ended December 31, [removed: 2021, 2020,] [added: 202](#i9a7fd1e48717415a8894477cc871289b_85)[2](#i9a7fd1e48717415a8894477cc871289b_85)[, 202](#i9a7fd1e48717415a8894477cc871289b_85)[1](#i9a7fd1e48717415a8894477cc871289b_85)[,] and [removed: 2019](#ic6cdcfe3c99e4264b74365771ff2ff7b_91)] [added: 20](#i9a7fd1e48717415a8894477cc871289b_85)[20](#i9a7fd1e48717415a8894477cc871289b_85)] | | | [removed: [43](#ic6cdcfe3c99e4264b74365771ff2ff7b_91)] [added: [41](#i9a7fd1e48717415a8894477cc871289b_85)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020,] [added: 202](#i9a7fd1e48717415a8894477cc871289b_88)[2](#i9a7fd1e48717415a8894477cc871289b_88)[, 202](#i9a7fd1e48717415a8894477cc871289b_88)[1](#i9a7fd1e48717415a8894477cc871289b_88)[,] and [removed: 2019](#ic6cdcfe3c99e4264b74365771ff2ff7b_94)] [added: 2](#i9a7fd1e48717415a8894477cc871289b_88)[020](#i9a7fd1e48717415a8894477cc871289b_88)] | | | [removed: [44](#ic6cdcfe3c99e4264b74365771ff2ff7b_94)] [added: [42](#i9a7fd1e48717415a8894477cc871289b_88)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic6cdcfe3c99e4264b74365771ff2ff7b_97)] [added: Statements](#i9a7fd1e48717415a8894477cc871289b_91)] | | | [removed: [45](#ic6cdcfe3c99e4264b74365771ff2ff7b_97)] [added: [43](#i9a7fd1e48717415a8894477cc871289b_91)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ic6cdcfe3c99e4264b74365771ff2ff7b_154)] [added: Firm](#i9a7fd1e48717415a8894477cc871289b_130)] (PCAOB ID: 42) | | | [removed: [68](#ic6cdcfe3c99e4264b74365771ff2ff7b_154)] [added: [67](#i9a7fd1e48717415a8894477cc871289b_130)] | | |

| | | | | | | (d) | | | | | | [Amended and Restated By-laws of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on May [removed: 11, 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a32-bylawsamendmentcle.htm)] [added: 6, 2022)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000026/exhibit32amendedandrestate.htm)] | | |

| [added: (10)] | | | | | | [removed: (g)] [added: (a)] | | | | | | [removed: [Description of the Registrant's Securities] [added: [PulteGroup, Inc. 2019 Senior Management Incentive Plan] (Incorporated by reference to Exhibit [removed: 4(g)] [added: 10.1] of our [removed: current report] [added: Current Report] on Form [removed: 10-K] [added: 8-K,] filed with the SEC on February [removed: 2, 2021)](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit4g-descriptionofreg.htm)] [added: 8, 2019)*](http://www.sec.gov/Archives/edgar/data/822416/000082241619000010/seniormanagementincentivep.htm)] | | |

| | | | | | | [removed: (b)] [added: (c)] | | | | | | [PulteGroup, Inc. [removed: 2019 Senior Management] [added: 2013 Stock] Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on [removed: February 8, 2019)*](http://www.sec.gov/Archives/edgar/data/822416/000082241619000010/seniormanagementincentivep.htm)] [added: May 13, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)*] | | |

| | | | | | | [removed: (c)] [added: (b)] | | | | | | [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: (d)] [added: (f)] | | | | | | [removed: [PulteGroup,] [added: [Amendment Number Two to the PulteGroup,] Inc. 2013 Stock Incentive Plan [added: dated December 3, 2020] (Incorporated by reference to Exhibit [removed: 10.1] [added: 10(k)] of our [removed: Current] [added: Annual] Report on Form [removed: 8-K, filed with] [added: 10-K for] the [removed: SEC on May 13, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)*] [added: year ended December 31, 2020 )](http://www.sec.gov/Archives/edgar/data/822416/000082241621000007/exhibit-amendmentnumbertwo.htm)*] | | |

| | | | | | | (i) | | | | | | [PulteGroup, Inc. Deferred Compensation Plan For Non-Employee Directors, as amended and restated effective as [removed: of](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm) [December] [added: of December] 31, [removed: 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)*] [added: 2021 (Incorporated by reference to Exhibit 10(i) of our Annual Report on Form 10-K for the year ended December 31, 2021)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)*] | | |

| | | | | | | (l) | | | | | | [removed: [Second Amended] [added: [Third](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [Amended] and Restated Credit Agreement dated [removed: June 22, 2018 among] [added: as of](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [June 14, 2022](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [among] PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (Incorporated by reference to Exhibit [removed: 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K,] [added: 10](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm)[.1](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [of our](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [on Form](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [8-K,] filed with the SEC on June [removed: 22, 2018)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000029/ex101phm-2ndamendmenttorca.htm)] [added: 1](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm)[6,](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [2022](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm)[)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm)] | | |

| | | | | | | [removed: (n)] [added: (m)] | | | | | | [added: [Fourth](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)] [Amended and Restated Master Repurchase [removed: Agreement] [added: Agreement,] dated [removed: September 4, 2015,] [added: as of July 2](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)[8](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)[, 202](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)[2](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)[,] among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party [removed: hereto] [added: thereto] and Pulte Mortgage LLC, as Seller [removed: (Incorporated] [added: (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: September 8, 2015)](http://www.sec.gov/Archives/edgar/data/822416/000082241615000027/pultemortgageexecutedame.htm)] [added: July](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm) [29](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)[, 202](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)[2](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)[)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)] | | |

| | | | | | | [removed: (o)] [added: (g)] | | | | | | [removed: [Second Amendment] [added: [F](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)[ifth](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm) [Amendment] to Amended and Restated [removed: Master Repurchase Agreement] [added: Section 382 Rights Agreement,] dated [removed: June 24, 2016] [added: as of M](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)[arch 10](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)[, 202](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)[2](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)[, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent] (Incorporated by reference to Exhibit [removed: 10.1] [added: 4.1] of PulteGroup, [removed: Inc.'s] [added: Inc.’s] Current Report on Form 8-K, filed with the SEC on [removed: June 29, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000074/ex101-2ndamendmenttopmcpur.htm)] [added: Ma](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)[rch](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm) [11, 202](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)[2](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)[)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)] | | |

| | | | | | | [removed: (p)] [added: (n)] | | | | | | [removed: [Third Amendment to Amended] [added: [Release, Non-Competition, Non-Solicitation] and [removed: Restated Master Repurchase] [added: Confidentiality] Agreement [added: by and between PulteGroup, Inc. and Stephen Schlageter,] dated [removed: August 15, 2016] [added: as of May 8, 2020] (Incorporated by reference to Exhibit 10.1 of [removed: PulteGroup,] [added: PulteGroup] Inc.'s Current Report on Form 8-K, filed with the SEC on [removed: August 17, 2016)](http://www.sec.gov/Archives/edgar/data/822416/000082241616000087/ex101-3rdamendmenttopmcpur.htm)] [added: May 11, 2020)](http://www.sec.gov/Archives/edgar/data/822416/000082241620000017/a101-schlageterseparat.htm)*] | | |

| (21) | | | | | | | | | | | | [Subsidiaries of the Registrant (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit21-subsidiarylistin.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit21-subsidiarylistin.htm)] | | |

| (22) | | | | | | | | | | | | [List of Guarantor Subsidiaries (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit22-listofguarantors.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit22-listofguarantors.htm)] | | |

| (23) | | | | | | | | | | | | [Consent of Independent Registered Public Accounting Firm (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit23-consent123121.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit23-consent123122.htm)] | | |

| (24) | | | | | | | | | | | | [Power of Attorney (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit24-powerofattorney1.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/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/822416/000082241622000007/exhibit31aceocertification.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/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/822416/000082241622000007/exhibit31bcfocertification.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit31bcfocertification.htm)] | | |

| (32) | | | | | | | | | | | | [Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (Furnished [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit32-certification123.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit32-certification123.htm)] | | |

| 101.DEF | | | | | | | | | | | | [removed: InlineXBRL] [added: Inline XBRL] Taxonomy Extension Definition Linkbase Document | | |

| | | | | | | (h) | | | | | | [Description of the Registrant's Securities (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit4h-descriptionofreg.htm) | | |

| | | | | | | (d) | | | | | | [PulteGroup, Inc. 2022 Stock Incentive Plan (](http://www.sec.gov/Archives/edgar/data/822416/000119312522081608/d52721ddef14a.htm)[I](http://www.sec.gov/Archives/edgar/data/822416/000119312522081608/d52721ddef14a.htm)[ncorporated by reference to Appendix III to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 22, 2022)](http://www.sec.gov/Archives/edgar/data/822416/000119312522081608/d52721ddef14a.htm)* | | |

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| (10) | | | | | | (a) | | | | | | [PulteGroup, Inc. 401(k) Plan (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-115570)](http://www.sec.gov/Archives/edgar/data/822416/000095012404002420/k85614exv4w3.txt)* | | |

| | | | | | | (f) | | | | | | [Amendment Number Two to the PulteGroup, Inc. 2013 Stock Incentive Plan dated December 3, 2020 (](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)* | | |

| | | | | | | (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) | | |

| | | | | | | (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) | | |

| | | | | | | (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) | | |

| | | | | | | (s) | | | | | | [Sixth Amendment to Amended and Restated Master Repurchase Agreement dated August 3, 2018 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 9, 2018)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000040/ex-101sixthamendmenttoamen.htm) | | |

| | | | | | | (t) | | | | | | [Ninth Amendment to Amended and Restated Master Repurchase Agreement dated August 1, 2019 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 5, 2019)](http://www.sec.gov/Archives/edgar/data/822416/000082241619000038/a9thamendmenttomra.htm) | | |

| | | | | | | (u) | | | | | | [Tenth Amendment to Amended and Restated Master Repurchase Agreement dated August 7, 2019 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 9, 2019)](http://www.sec.gov/Archives/edgar/data/822416/000082241619000041/a10thamendmenttomra.htm) | | |

| | | | | | | (v) | | | | | | [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) | | |

| | | | | | | (w) | | | | | | [Third Amended and Restated Master Repurchase Agreement, dated 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, Inc's Current Report on Form 8-K, filed with the SEC on July 30, 2021)](http://www.sec.gov/Archives/edgar/data/0000822416/000082241621000031/a20213rdamendedandrestat.htm) | | |

| | | | | | | (x) | | | | | | [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)* | | |

| February [removed: 7, 2022] [added: 6, 2023] | | | By: | | | | | | /s/ Robert T. O'Shaughnessy | | |

| Bryce Blair | | | | | | | | | [removed: Non-Executive Chairman] [added: Member] of Board of Directors | | | } | | | | | | | | |

| Thomas J. Folliard | | | | | | | | | [removed: Member] [added: Non-Executive Chairman] of Board of Directors | | | } | | | | | | /s/ Robert T. O'Shaughnessy | | |

| February 6, 2023 | | | | | | | | | | | | | | | | | | | | |

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

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

| Richard W. Dreiling | | | | | | | | | Member of Board of Directors | | | } | | | | | | | | |